American Autonomic Society

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“A. Active members: any physician or scientist with a demonstrated interest in the autonomic nervous system or its disorders may apply for membership according to the process described in the organizations bylaws. The list of new membership applications will be circulated to the board of directors or a committee of this board one month prior to the annual board of directors meeting for approval so that a membership list will be available at the annual american autonomic society meetings. B. Fellows: individuals with substantial achievements in research and teaching pertaining to the autonomic nervous system over a period of many years my be designated by a majority vote of the board of directors as fellows of the american autonomic society. C. Associate members: individuals in medical school or graduated school pursuing an advanced scientific degree or individuals without specific scientific training, but who have contributed to the study, support or education concerning autonomic disorders may apply to become associate members.”

“All classes of members of the organization get to vote on new additions to the board of directors.”

“All classes of members of the organization get to vote on certain governance decisions, such as new additions to the board of directors and changes to the organization's bylaws.”

“Form 990 is presented to and discussed by the executive board before filing.”

“The american autonomic society follows a conflict of interest policy designed to foster public confidence in our intergrity and to protect our interest when we are contemplating entering a transaction or arrangement that might benefit the private interest of a director, a corporate officer, our top management offical and top financial offical, or any of our key employees. Each officer, director and key employee completes an annual conflict of interest disclosure. Article iii: procedures 1. Duty to disclose each insider shall disclose to the board all material facts regarding their interest in the transaction, promptly upon learning of the proposed transaction. 2. Determining whether a conflict of interest exists with regard to an insider, the board shall determine if a conflict of interest exists. The insider(s) and any other interested person(s) involved with the transaction shall not be present during the board's discussion or determination of whether a conflict of interst exists, except as provided in article v below. 3. Procedures for addressing a conflict of interest the board shall follow the procedures set forth in article iv in order to decide what measures are needed to protect the organization's interests in light of the nature and seriousness of the conflict, to decide whether to enter into the transaction and, if so, to ensure that the terms of the transaction are appropriate. Article iv: review by the board the board may ask questions of and receive presentation(s) from the insider(s) and any other interested person(s), but shall deliberate and vote on the transaction in their absence. The board shall ascertain that all material facts regarding the transaction and the insider's conflict of interest have been disclosed to the board and shall compile appropriate data, such as comparability studies, to determine fair market value for the transaction. After exercising due diligence, which may include investigating alternatives that present no conflict, the board shall determine whether the transaction is in the organization's best interest, for its own benefit, and whether it is fair and reasonable to the organization; the majority of disinterested members of the board then in office may approve the transaction. Article vi: annual disclosure and compliance statements each director, each corporate officer, the top management official, the top financial official, and each key employee of the organization, shall annually sign a statement, that: - affirms that the person has received a copy of this conflict of interest policy, has read and understood the policy, and has agreed to comply with the policy; and - discloses the person's financial interests and family relationships that could give rise to conflicts of interest. Article vii: violations if the board has reasonable cause to believe that an insider of the organization has failed to disclose actual or possible conflicts of interest, including those arising from a transaction with a related interested person, it shall inform such insider of the basis of this belief and afford the insider an opportunity to explain the alleged failure to disclose. If, after hearing the insider's response and making further investigation as warranted by the circumstances, the board determines that the insider has failed to disclose an actual or possible conflict of interest, the board shall take appropriated disciplinary and corrective action.”

“The governing documents, conflict of interest policy, and financial statements are not available to the public.”

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“The number of employees reported on part v, line 2a represents the number of employees of the filing organization which were reported on form w-3 by the university of california san diego. Similarly, the salary expenses reflected on form 990, part ix were all reported on form 941, employer's quarterly federal tax return, of the university of california san diego and reimbursed to the university of california san diego by american autonamic society.”