Southeastern Universities Research

“Sura is organized as a non-profit organization and has three categories of members: institutional members, industry members, and affiliate members. Institutional members are institutions of higher learning or other complementary organizations that are exempt under section 501(c)(3) of the internal revenue code, or that are the equivalent of section 501(c)(3) organizations, and desire full participation in sura's activities and support its programs [or mission].”

“Members vote on and approve members for the board of directors, with the exception of the finance committee. The board of directors vote on and approve finance committee members and finance committee members, by virtue of their position, are automatically members of the board of directors. The finance committee account for a minority share of the board of directors.”

“Duties and responsibilities: the member representatives of the institutional and industry members (collectively, the "voting members") shall be responsible for (i) electing individuals to the board of directors; including individuals to serve as chairs of standing committees (except the finance committee, the chair of which shall be appointed by the board) and up to 3 at-large directors; (ii) amending these bylaws as necessary; (iii) recommending a plan of dissolution as needed or reviewing any plan of dissolution put forth by the board of directors and (iv) such other responsibilities as identified in the articles of incorporation or these bylaws.”

“The chief financial officer is responsible for assembling all information required to complete the form 990, which is subsequently prepared and reviewed by the organization's independent accounting firm. A final review of the form 990 is then conducted by the president & chief executive officer, followed by sura's finance committee, on behalf of the board of directors. An informational copy of the corporation's form 990 is provided to each member of the sura's board of directors prior to submission to the irs. A copy of the form 990 is also provided to the corporate secretary as a permanent file copy for public access.”

“It is sura's policy that directors, officers, committee members, staff, volunteers and others while acting on behalf of sura must avoid conflicts of interest. Even appearance of a conflict of interest must be avoided. Monitoring compliance with this policy is accomplished through a "mandatory conflict of interest disclosure policy" which requires that all board of directors, officers, senior staff as designated by the president & chief executive officer, and other specific individuals who may be considered to be "disqualified persons" under federal regulation 53.4958-3 sign and submit on an annual basis a mandatory disclosure statement to the corporate secretary. The corporate secretary is responsible for enforcing the mandatory disclosure policy and for maintaining and annually updating a file of signed disclosure statements. When the corporate secretary in consultation with sura's general counsel, if a different person, concludes that a conflict of interest exists, the individual must not participate in the deliberations, consideration or vote in the transaction or matter. A notation must be made in the minutes of any meeting at which deliberation, consideration or vote in the transaction or matter at issue is undertaken indicating that the individual with a conflict or potential conflict was excused from the meeting, took no part in any discussions pertaining to the transaction or matter, and refrained from voting on the transaction or matter.”

“The compensation committee (committee) consists of the chair of the board of directors, vice chair of the board of directors, chair of the finance committee, and the president. The committee is an independent body responsible for compensation review and approval of, or transactions with, sura's president & chief executive officer in accordance with sura's compensation and intermediate sanctions compliance policies. The committee reviews total compensation for sura's president & chief executive officer in comparison to salary levels and other consideration paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions or transactions, and taking into account the location of the other organizations and the availability of similar specialties in the geographic area. The committee compares sura's annual compensation to competitive market surveys and reports provided by nationally recognized independent firms and other relevant compensation data included in the irs form 990. The committee supplements this information with more specific peer trend analysis by retaining executive compensation consultants approximately every three to four years. The deliberations and decisions of the committee are facilitated and contemporaneously documented. This process was last conducted in 2024. In compliance with the independent compensation analysis, the committee approves the salary range and specific salary of the sura president & chief executive officer and prepares formal correspondence amending the employment contract of the president & chief executive officer.”

“Sura's bylaws and conflict of interest policies are available upon request for the same period of disclosure set forth by section 6104(d). The secretary responds to public requests for governing documents and provides as appropriate. The audited consolidated financial statements are distributed to the board of directors.”