Southeastern Universities Research Association Inc.

“Sura is organized as a non-stock, non-profit corporation and has three categories of members: standard members, entity members, and affiliate members. Standard members are institutions of higher learning or other complementary organizations that are tax 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]. Each standard member has one vote and is represented both on the council of presidents, which provides overall direction and leadership to the corporation, and the board of trustees which manages the funds and business of the corporation. Entity members are for-profit entities which desire participation in some or all programmatic activities of the organization and support the programs [or mission] of the corporation. There are three classes of entity membership, a, b and c. Only class a entity members have a vote and are represented on the council of presidents and the board of trustees. Class b and class c entity members do not have a vote nor are they represented on the council of presidents or the board of trustees. Class b and class c entity members may attend the board of trustees meetings by invitation and may participate in programmatic activities as permitted by policy. The corporation currently has no entity members. Affiliate members are non-profit members desiring participation in one of sura's programmatic activities. Affiliate members do not have a vote nor are they represented on the council of presidents or the board of trustees. Affiliate members may attend the board of trustees meetings by invitation and may participate in programmatic activities as permitted by policy. Both the standard member and the class a entity member are admitted to the corporation by the affirmative vote of the council of presidents. All other membership categories are admitted by affirmative vote of the board of trustees.”

“The cfo 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, kpmg. A final review of the form 990 is then conducted by the ceo and then by the chair of the sura finance committee on behalf of the board. Sura will provide a complete copy of this form 990 to all members of its governing body before filing the form. 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 trustees, 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 trustees, officers, senior staff as designated by the president & ceo, 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. If the corporate secretary in consultation with sura's general counsel concludes that a conflict of interest exists, the individual must not participate in the deliberations, consideration or vote in the transaction or matter at issue. 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 for the meeting, took no part in any discussions pertaining to the transaction or matter, and refrained from voting on the transaction or matter.”

“The sura board of trustees appoints a compensation committee (committee) consisting of the chair and vice chair of the council of presidents, the chair and immediate past chair of the board of trustees, and the chair of the finance committee. The committee is an independent body responsible for compensation review and approval of, or transactions with, sura's top management officials, officers, and key employees in accordance with sura's compensation and intermediate sanctions compliance policies. The committee reviews total compensation for sura's top management officials, officers, and key employees 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 by the sura director of administration and human resource services. In compliance with the independent compensation analysis, the committee approves the salary range and specific salary of the sura president & ceo and prepares formal correspondence amending the employment contract of the president & ceo. The committee reviews and approves salary range recommendations of the president & ceo for other corporate officers and key employees. The most recent independent compensation study was performed in 2018 by mercer, a nationally recognized compensation and benefits consulting firm selected using a competitive procurement process. The study resulted in an executive compensation review compliant with the committee responsibilities outlined above.”

“Sura's bylaws and conflict of interest policies are available upon request. The chief governance officer responds to public requests for governing documents and provides as appropriate.”

“Form 990, part i, line 1 the southeastern universities research association, inc. (sura), consisting of 60 member universities, is a member of jefferson science associates, llc (along with pae applied technologies llc), the management and operating contractor of thomas jefferson national accelerator facility (jefferson lab), a u.s. Department of energy (doe) national research facility in newport news, virginia. Sura also operates the residence facility, a 42-room guest house adjacent to the lab, and conducts other scientific research.”

“Sura receives a consolidated annual audit in accordance with generally accepted accounting principles (gaap). Consistent with sura's majority and controlling interest in jefferson science associates llc (jsa), the consolidated financial statements include the activities of sura and the operations of jsa.”