The Welch Institute

“The Institute has one class of members consisting of Rice University and Welch Foundation. The Members shall exercise such rights and perform such duties as may be provided by law, the Certificate of Formation, or these Bylaws of The Institute. Any action to be taken by a Member of The Institute may be taken by the President of such Member, or any other person authorized by action of the Member's board of trustees or directors, or other governing body of the Member, evidenced by a resolution of the Member's board of trustees or directors, or other governing body, provided a copy of such resolution is delivered to The Institute prior to the action being taken. The Institute shall be entitled to rely upon any such certification.”

“The property, business, and affairs of The Institute shall be managed and controlled by its Board of Directors (the "Board"). The Board shall consist initially of the six (6) directors named in the Certificate of Formation as originally filed with the Secretary of State of Texas, plus three (3) additional Board seats to be filled by Independent Directors. Of the nine (9) Directors, three (3) Directors shall be appointed by Welch Foundation (the "Welch Directors"), which shall include at least one (1) Welch Foundation Board member and two (2) additional individuals designated by Welch Foundation. Of the nine (9) Directors, three (3) Directors shall be appointed by Rice University (the "Rice Directors"). The initial Welch Directors and Rice Directors are set forth in the Certificate of Formation. The remaining three (3) Directors (each an "Independent Director") shall be appointed by an Independent Nominating Committee and approved by the six (6) other Directors appointed by Rice University and Welch Foundation. In addition, the President/Executive Director shall serve as an ex officio non-voting member of the Board. Current board members of Welch Foundation and Rice University and current members of Welch Foundation's and The Institute's Scientific Advisory Board are not eligible to serve as Independent Directors.”

“Pursuant to The Institute's Bylaws Articles III Section 2, a. The Institute (and any officers or agents acting on its behalf) shall not take any of the following actions without having first received the prior approval of the Board and each Member: (i) approval of the capital budget and operating budget of The Institute, and any amendments thereto; (ii) approval of the creation of any corporation or other entity of which The Institute is the sole member or controlling member, or of the affiliation of The Institute with any other entities for the purposes of the joint conduct of business or other purposes, whether in the form of participation in said organization or entity through the holding of stock or by membership or in the form of partnership, joint venture, co-tenancy or any other form of ownership or control; and (iii) any amendment or modification to these Bylaws or the Certificate of Formation, except in connection with a Welch Election (as defined in the Operating Agreement) in accordance with the Operating Agreement. b. The Institute (and any officers or agents acting on its behalf) shall not take any of the following actions without having first received the prior approval of the Board and Rice University: (i) approval of any loans by The Institute, or the incurring of any indebtedness in excess of $750,000; (ii) approval of contracts with estimated fees in excess of $250,000, unbudgeted expenditures in excess of $100,000, or any increase in any approved annual operating or capital budget; (iii) approval of compensation paid to any trustee or director of The Institute or any related party transaction with any trustee or director of The Institute; (iv) the sale, lease, exchange or other disposition of all or substantially all of the property or assets of The Institute, or merger or consolidation of The Institute with another corporation; (v) approval of the filing of a plan or petition for reorganization, liquidation or dissolution of The Institute, except in connection with a Welch Election (as defined in the Operating Agreement) in accordance with the Operating Agreement; and (vi) approval of any conveyance of, or the granting of mortgages, trusts, or security interests in any real or tangible assets of The Institute. Notwithstanding anything herein to the contrary, Welch Foundation, in its capacity as a Member, shall not be permitted to vote on or consent to any of the matters set forth in Section 2(b) of this Article III.”

“The Form 990 is prepared by the staff in the Controller's Office of Rice University (EIN 74-1109620). It is reviewed by The Controller of Rice University, both the Treasurer and General Counsel of the Institute and reviewed and approved by The Institute's Board prior to filing to the IRS.”

“The Institute adopts and follows its own conflict of interest policy. The Directors, Corporate Officers and committee members of The Institute shall exercise the utmost good faith in all transactions touching upon their duties to The Institute. Employees of Rice University performing services for The Institute shall also comply with related conflict of interest policies of the University. Although it is recognized that a degree of duality of interest may exist from time to time, such duality shall not be permitted to influence adversely the decision-making process of the Institute. To this end, persons subject to this policy shall promptly report the possible existence of a conflict of interest for themselves or members of their immediate family. Annually, the Rice University Office of General Counsel shall send to the Directors, Corporate Officers and committee members of The Institute a copy of this resolution on conflict of interest, together with an explanation and a questionnaire to be completed and returned. An appropriate report shall be submitted by the Rice University Office of General Counsel to the Board of Directors of The Institute concerning any interests so disclosed.”

“Directors of The Institute shall not receive any salary or compensation for their services as Directors; provided, however, that nothing contained herein shall be construed as precluding any Director from receiving compensation in a reasonable amount for personal services rendered (other than services rendered as a Director) that are reasonable and necessary in carrying out The Institute's purposes as the Board may from time to time determine. A Director may be entitled to reimbursement for reasonable expenses incurred in carrying out such person's duties as a Director. Officers, other than those appointed by Rice University, shall be entitled to receive salary or compensation in a reasonable amount for such personal services rendered that are necessary and reasonable in carrying out The Institute's purposes as the Board may from time to time determine; provided, however, that in no event shall such salary or compensation be excessive.”

“SEE PART VI, LINE 15A”

“Form 990 and conflict of interest policy are available upon request. The institute does not produce separate audited financial statements. The consolidated financial statements of rice university (ein 74-1109620), which includes the activities of the institute, are available on rice's website. The articles of incorporation are filed with the state of texas and are publicly available.”

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