State Access to Innovative Medicines Coalition

“The organization has two classes of members, industry (manufacturers of pharmaceutical products), and regular members (entities that do not manufacture pharmaceutical products). Industry members may not exceed 25% of the total number of members of the corporation.”

“Members elect the board of directors.”

“Members must approve transactions with a value above $10,000.”

“The 990 is prepared by an outside accounting firm and then reviewed by management. After their review is complete, it is sent to all members of the board prior to filing with the internal revenue service.”

“A copy of the coi must be furnished annually to all incumbent and incoming insiders (e.g., directors, officers) of the corporation. Each insider shall annually sign a statement or affirm at a meeting of the board that such insider has received a copy of this policy; has read and understands the policy; and has agreed to comply with this policy. Each year each insider shall file a statement with the board that lists: (a) any outside employment or consulting work that could constitute a conflict; and (b) any board membership or affiliation with other organizations that could constitute a conflict. Each insider must also list such insider's investments in any corporation, partnership, trust, or fund in which such insider, together with members of the insider's family, has directly or indirectly a greater than 35% ownership interest, regardless of whether such investments could constitute a conflict. Disclosure of all conflicts and potential conflicts: all material facts concerning any situation that might be viewed as a conflict should be disclosed to the board by the insider concerned. Where doubt exists regarding whether a conflict exists or appears to exist, the matter must be resolved by the board. 2. Procedures necessary to approve a conflict: no insider may be present for a vote by the board on any decision or action by the corporation which would directly or indirectly benefit such insider. Such insider may, however, answer questions or respond to requests, at a meeting or otherwise, for factual information needed for the board to make an informed decision. 3. Additional procedures necessary to approve a conflict involving a material financial interest: the board shall not approve any transaction to which the corporation would be a party and in which an insider of the corporation has a material financial interest unless and until the board has specifically and in good faith determined after reasonable investigation (including a review of the terms upon which other comparable organizations enter transactions or arrangements similar to the one under consideration) that: a. The board is aware of all material facts concerning the transaction and the insider's interest in the transaction; b. The corporation is entering into the transaction for its own benefit; c. The transaction is fair and reasonable as to the corporation; and d. The corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available upon request.”