Middle Tennessee Research Institute

“The form 990 is reviewed by the board of directors for a majority vote.”

“A board-designated reviewing official has a responsibility to bring a potential conflict of interest to the attention of the board for deliberation at the next regular meeting of the board or, if warranted, a special meeting called specifically to review the potential conflict of interest. Where the potential conflict involves an employee of mtri, other than the executive director, the executive director shall be responsible for reviewing the matter and may take appropriate action in advance of the meeting of the board as necessary to protect the interests of mtri. The executive director shall report to the board president the results of any review and the action taken. The board shall be apprised in all such cases. Where a conflict exists between the interests of mtri and an interested party with respect to a specific proposed action, policy or transaction, the board of directors shall consider the matter during a meeting of the board. Mtri shall refrain from acting until such time as the proposed action policy or transaction has been approved by the disinterested members bf the board of directors. An interested party who has a conflict of interest with respect to a proposed action, policy transaction of the corporation shall not participate in any way in, or be present during the deliberation and decision-making vote of the mtri board of directors with respect to such action, policy or transaction. However, the interested party shall have an opportunity to provide factual information about the proposed conflict and/or action, policy or transaction. Also, the board may request that the interested party be available to answer questions. The board shall consider whether the terms of the proposed action, transaction or policy are fair and reasonable to mtri and whether it would be possible, with reasonable effort, to find a more advantageous arrangement with a disinterested party or entity. The disinterested members of the board of directors may approve the proposed action, policy or transaction, policy or transaction upon finding that it is in the best interests of mtri. Approval by the disinterested members of the board of directors shall be by vote of a majority of directors in attendance at a meeting at which a quorum is present. An interested party shall not be counted for purposes of determining whether a quorum is present, nor for purposes of determining what constitutes a majority vote of directors in attendance.”

“Salary benchmarking for the executive director and key employees is carried out by review of comparable salaries from two salary surveys: (1) national association of veterans research and education foundations (navref). This survey is exclusive to va non-profit research corporation executive director salaries and is a good benchmark for ed's performing the same work. The report is several years old, so must be adjusted for cost of living increases in the intervening years. (2) guidestar nonprofit salary survey, which is updated annually and available specifically for tennessee. It includes the median and range for executive directors and other key positions. This salary benchmarking process was most recently undertaken in feb 2024 with the hiring of a new executive director. Salary analysis will be reviewed every two-three years.”

“Documents are available to the public by request through the "contact form" on the website or through direct contact with the organization's office.”

“To facilitate innovative research and education, improve healthcare programs that benefit our nation's veterans, and provide outstanding support and advocacy to the research, education, and training endeavors of the tennessee valley healthcare system.”

“ROUNDING 1”