Southeastern Universities Research Association Inc.

“In 2023, sura changed the board of director structure. The company reduced its board member size by dissolving board membership to each of its member institutions and consolidating governance and oversite down to traditional board size. Sura's board of directors as of 09/30/2023 consisted of 13 members.”

“Sura is organized as a non-profit organization 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 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 on the board of directors which manages the funds and business of the corporation. Subsequent to 09/30/2022, the council of presidents was discontinued and dissolved during the first quarter of fiscal year 2023. 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 board of directors. Class b and class c entity members do not have a vote nor are they represented on the board of directors. Class b and class c entity members may attend the board of directors meetings by invitation and may participate in programmatic activities as permitted by policy. The corporation currently has no entity members. Subsequent to 09/30/2022, the council of presidents was discontinued and dissolved during the first quarter of fiscal year 2023. 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 board of directors. Affiliate members may attend the board of directors meetings by invitation and may participate in programmatic activities as permitted by policy. Subsequent to 09/30/2022, the council of presidents was discontinued and dissolved during the first quarter of fiscal year 2023. Both the standard member and the class a entity member are admitted to the corporation by the affirmative vote of the board of directors. All other membership categories are admitted by affirmative vote of the board of directors. Subsequent to 09/30/2022, the council of presidents was discontinued and dissolved during the first quarter of fiscal year 2023.”

“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 and chief executive officer and then the sura finance committee, on behalf of the board. An information copy of the corporation's form 990 is provided to each member of the sura 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. 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. 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 executive committee of the sura board of directors serves as the compensation committee (committee) and consists of the chair and the immediate past chair of the board of directors, 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 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. 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. The chief governance officer responds to public requests for governing documents and provides as appropriate. The audited consolidated financial statements are distributed to the board of directors.”