Casss

“The casss bylaws were amended in september of 2014, with final revisions complete in september of 2015. The following changes are reported according to the irs form 990 instructions; a full copy of the amended bylaws are available upon request. Chapter 2 - purpose the purpose has been updated to reflect the purpose statement adopted by the board at the 2013 retreat: casss exists to enable a global community of industry, academic and regulatory professionals to work together to resolve scientific challenges in their field. Chapter 5 - members section 502 language was inserted to specifically point out that lifetime membership is still subject to causes for termination. This is for the organization's protection in the unlikely event of it being necessary to expel a member. Section 503 (formerly 902). This section defines eligibility for becoming an associate director (ad). It expands the definition to include those that have actively contributed to casss symposia in ways other than serving on the organizing committee. For example, those that have regularly spoken at a meeting could now be considered eligible. It retains the expectation of active participation. Section 504 is new. It specifically defines the rights of associate directors, including their voting rights, in accordance with california law. Section 505 expands the explanation of members that was previously contained in section 900. It provides more clarity about the fact that casss is intentionally using the terms "regular member" and "fellow member" for classes of membership that do not meet the legal definition of a member - i.e. An individual with voting rights within the organization. Chapter 6 - meetings (formerly chapter 10) sections 600, 601 and 602 add specificity regarding notice of meetings, special meetings and action without meetings. In compliance with a new requirement of the ca corporation code, section 600 includes a statement that the organization shall be required to obtain consent from each ad to allow electronic communications of such notice. Section 603. Changes the requirement for a quorum to a minimum of 1/3 of the current ads or 25, whichever is less. Chapter 7 - composition and number of board members section 700 was updated for clarity and specificity and drawn specifically from the ca corporations code. Section 701.1 changes the number of directors to a range between 10 and 13. At the recommendation of the organization's attorney. Allows the flexibility for an individual to run for vice president or president, even if the term as officer extends beyond the individual's term limit. This is a relatively common practice among associations to allow for various situations without having to change the bylaws over and over. Section 701.2 changes the qualifications for board membership to specifically state only ads are eligible, and allows the board to set additional qualifications by policy. Section 701.3 specifically allows the board to appoint consultants, or individuals with special qualifications or knowledge as non-voting members of the board for terms of up to two years. The section naming the executive director as an ex officio member of the board was removed due to a change in california law, effective 1/1/15 that requires ex officio members to be voting members. The prior section 701.4 was renumbered. Section 702.1 changes the length of board terms to 4 years (from 5), in keeping with california statute. Section 702.4 is changed to reflect the reality that in some years the number of terms expiring will be greater than 2. Section 703.1 was changed to specify that the election of directors must be by written ballot. Chapter 8 - officers section 800.1 the office of secretary was added, to comply with updates in the law. Section 800.3.b.ii it was agreed at the retreat that the vice president would preside at meetings of the associate directors instead of the president. Section 800.4 the duties of the officers of the board were spelled out i”

“Casss statutory members (also called associate directors) are: any person dedicated to the purpose of this corporation who has (a) completed a membership application, and (b) demonstrated commitment to the purpose and mission of casss through active participation in casss symposia, committees or task force as defined by board policy.”

“The organization's directors are elected by ballot of the associate directors.”

“The finance committee and treasurer review the form 990 before it is filed with the irs. The board of directors receives a copy of the form 990 before it is filed.”

“The board of directors closely monitors and enforces conflicts of interest policies through regular meetings. Members of the board of directors, compensation committee and finance committee are covered under the policy. Once the annual disclosures are received by staff, the list is compiled and shared with the board at a regular meeting.”

“Compensation for the executive director will be set by the compensation committee of the board with approval by the full board, which will comply with all applicable legal standards. The compensation committee will regularly review the compensation of the executive director and all other employees considered to be "disqualified persons" under irs "intermediate sanctions" regulations, to ensure compliance with the regulations and any other rules and regulations to which the board is subject regarding compensation. The compensation committee approved the exec director's compensation in 2014.”

“The organization's governing documents, conflict of interest policy, and financial statements are available to the public upon request.”

“The organization did not change its oversight or selection process during the tax year.”