International Life Sciences Institute

“The members of ilsi shall be those entities that (i) possess legal existence separate and apart from ilsi gc; (ii) are not organized for the purpose of making a profit; (iii) are dedicated exclusively to scientific, charitable, and/or educational activities; (iv) have the primary purpose of working in the public interest; (v) do not accept funds from, or permit the participation in its governance or programmatic activities of, any entity or its affiliate which engages in the manufacture, production, marketing, sale, or distribution of tobacco products; and (vi) have entered into charter agreements with ilsi, which allow those organizations to use ilsi's name in connection with their operations and require them to comply with policies established by ilsi.”

“Each member shall have one vote for each entity eligible to vote at all meetings of the assembly of members. In november of each year, the assembly of members will elect representatives to the board of trustees. The assembly of members shall also consider such other matters as are submitted to it by the board of trustees for consideration or action at the annual meeting.”

“The following functions are reserved to the ilsi assembly: adoption of standards of scientific integrity and mandatory policies that must be followed by all members as a condition of their membership in the ilsi federation; adoption of rules and processes for monitoring and acting on non-compliance with standards and mandatory policies; adoption of criteria of eligibility to become a member; approval of the admission of new members; amendment of the articles of incorporation and bylaws; review and approval of the strategic goals of the ilsi federation as proposed by the ilsi board of trustees; election of the board of trustees in the manner prescribed in the bylaws.”

“The director of finance and administration, general counsel, and executive director review the return and once it is in its final form, a copy is sent electronically to the board of trustees for review.”

“The board of trustees completes conflict of interest forms on an annual basis. Completed conflict of interest forms are reviewed by in-house counsel, whose observations are shared with the ilsi co-chairs and board of trustees. In the event that a conflict should arise, the disinterested members of the board of trustees will communicate with the interested trustee to determine the nature of the conflict and whether the trustee should abstain from deciding on matters affected by the interest. The board of trustees has the authority to remove the trustee with the interest from consideration of the matter to which the interest pertains.”

“The ilsi bylaws establish a formal process for setting executive compensation in accordance with the internal revenue service safe harbor regulation regarding excess benefits. Under this procedure, the co-chairs of the ilsi board of trustees appoints a compensation committee composed of three independent trustees. The compensation committee annually reviews the compensation of the ilsi executive director. The review includes consideration of comparability data. The compensation committee establishes a range of compensation that the committee deems reasonable. The compensation committee records its decision in contemporaneous written minutes. In accordance with the irs safe harbor regulation, with regard to excess benefits, the compensation committee is only required to perform the compensation review described above with regard to compensation of the executive director. However, the committee has the discretion to perform such a review with regard to any ilsi employee as it determines appropriate. If the compensation of an ilsi employee, other than the executive director, is not determined in accordance with the procedure described above, his/her compensation is set by the executive director in accordance with high-to-low ranges established by the director of human resources in cooperation with the executive director. The compensation review for the executive director, and any other ilsi employee subjected to nominations and governance committee review, does include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision. Compensation of employees that is not subject to such a review is established by the executive director, who is independent of the employees, and it is normally based on an informal review of comparable compensation in nonprofit corporations of the same size in the washington, dc area. The process by which compensation is set is documented in writing, but this is not done in the same formal manner as review by the nominations and governance committee.”

“Articles of incorporation, by laws, conflict of interest policy, and audited financial statements are posted on website.”