Bioone

“Bylaws were admended to create term limits for directors, with the exception for the chair, and a vice chair position to serve in the event that the chair cannot serve temporarily or to shadow the outgoing chair in preparation for assuming that role.”

“The organization has four members appointed by four of the five founding organizations.”

“According to the bylaws, bioone's board of directors is composed of 4 appointed and up to 13 elected members. Each of the four remaining founding organizations are entitled to appoint one director. These organizations include: the american institute of biological sciences, the scholarly publishing and academic resources coalition, the university of kansas, and the greater western library alliance. However, no individual member of the governing body has the power to elect someone to that body.”

“The form 990 was distributed to bioone's audit and oversight committee (aoc), which reviewed the form for accuracy, and made a report to the full board of directors at its next meeting. If there are any questions or problems raised by the aoc, details are worked through with bioone management. The final document is submitted to the entire board of directors, and reviewed a final time by the aoc, before filing with the irs. The form 990 is also posted on the organization's website.”

“Bioone has adopted a code of ethics, conflict of interest, and anti-fraud policies that are distributed to staff and all directors and officers. These documents are reviewed and redistributed as part of an annually updated handbook for the board of directors. Monitoring and enforcement of these policies are done at each meeting of the board when issues are raised that could potentially be considered conflicts of interest. If a director feels that there is a conflict, she or he leaves the meeting, the action and reason are documented in the minutes, and if necessary, details of the decision are carefully expunged from the set of minutes distributed to that director following the meeting. Directors sign annually a formal disclosure statement. Originals are kept in the bioone hq office and in a secure location online.”

“In november 2019, the finance committee met in executive session to review the contractual terms for an increase in the president/ceo's salary for 2020. Their recommendation was presensted to the full board of directors at the november meeting. The discussion was recorded and is held separately by the secretary. Per the terms of her contract, the president/ceo prepared a summary of her activities and accomplishments during fiscal year 2019 for the executive committee's review. Comparable data from similar sized non-profit organizations, published compensation reports by three prominent organizations, consultation with the outsourced cfo and legal counsel were used when determining the ceo's base compensation. The chair of the board of directors shared the documentation with all directors and solicited input on her performance. The chair, empowered by the bylaws, then met via teleconference with the president/ceo, to discuss her prepared review and the board's approval. The president/ceo is responsible for all employees of the organization. She is careful to benchmark salaries and benefits for staff on an annual basis from a variety of sources. Once an employee's review is complete, the president/ceo provides a summary to the chair and treasurer along with documentation of the compensation adjustments made. Substantial salary increases (e.g., promotion) are budgeted and recommended to the board via the finance committee. The bench marking procedure above also informs these recommendations.”

“The organization makes its governing documents, conflict of interest policy, and audited financial statements available upon request. The audited financial statements are also posted on the organization's website.”

“Foreign currency (loss) gain -1,123. Surplus share -962,346.”