Benaroya Research Institute at Virginia

“The governing body delegates to an executive committee comprised of four officers of the board and the chairs of each standing board committee, the authority of the board of directors in the management of the corporation as may be deemed by the executive committee to be appropriate, to be exercised in time periods between regularly scheduled meetings of the board of directors; provided that the executive committee has the authority to act only in time sensitive or emergency situations. The director and the executive director of the corporation serve as ex officio members of the executive committee without voting rights. The executive committee does not have the authority to amend, alter or repeal the bylaws; elect, appoint or remove any member of such executive committee or any director or officer of the corporation; amend the articles of incorporation; adopt a plan of merger or adopt a plan of consolidation with another corporation; authorize the sale, lease or exchange of all or substantially all the property and assets of the corporation not in the ordinary course of business; authorize the voluntary dissolution of the corporation or revoke proceedings therefore; adopt a plan for the distribution of the assets of the corporation; or amend, alter or repeal any resolution of the board which by its terms provides that it shall not be amended, altered or repealed by such executive committee. The executive committee also serves as the planning committee for the board of directors and oversees any compliance issues raised by the board of directors.”

“According to the bylaws of benaroya research institute at virginia mason the entity's sole member is virginia mason franciscan health, a washington nonprofit corporation.”

“Virginia mason franciscan health ("vmfh") is the sole corporate member of benaroya research institute at virginia mason ("bri"). According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors.”

“Virginia mason franciscan health ("vmfh") is the sole corporate member of benaroya research institute at virginia mason ("bri"). Except as otherwise provided in the corporation's articles of incorporation, elsewhere in these bylaws, or in the laws of the state of washington, the corporate member shall have the specific rights set forth in the governance matrix. The rights of the corporate member shall be further subject to the powers reserved to csh under the governance matrix (subject to the bylaws of the corporate member) and as otherwise set forth in the bylaws of the corporate member. In addition, subject to the bylaws of the corporate member, the reserved powers of csh set forth in the governance matrix may be unilaterally exercised by csh on behalf of the corporation, at csh's sole discretion, if the corporation's board of directors fails to act upon such matters described in these bylaws, or if the corporation's board of directors attempts to act in a manner that conflicts with or overrides the actions or desires of csh with respect to such matters. The governance matrix may be amended from time to time by csh, and such amendments shall be deemed to be a part of these bylaws without further action. The corporation shall be deemed a "subsidiary" of csh for purposes of the governance matrix. In addition to the rights reserved to csh under the governance matrix, csh shall have the power to transfer assets of the corporation or to require the corporation to transfer assets to csh, to the extent necessary to accomplish csh's goals and objectives, and to provide for the payment of all indebtedness of csh or an entity controlled by, controlling, or under common control with csh (for purposes of this section, a "csh affiliate"), issued or incurred by or on behalf of csh or a csh affiliate in furtherance of csh's goals and objectives. The corporation shall not be required to violate its charitable purposes, these bylaws or its articles of incorporation, the terms of any restricted gifts, or the covenants of its debt instruments or other contracts as a result of any asset transfers made or directed by csh. Except for transfers previously approved by csh, either individually or as part of the csh healthcare system budget process, and except for transfers to an affiliate or subsidiary of the corporation, the corporation shall not transfer assets to entities other than csh or csh affiliates without the approval of csh.”

“No review was or will be conducted.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - employed physicians and advanced practice providers - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“The vmmc compensation and benefits board committee, a committee composed solely of independent directors none of whom have a conflict of interest, is accountable for setting reasonable total compensation packages the president and chief executive consistent with bri's compensation philosophy and principles. The committee approves annual goals and performance criteria which are used in determining merit increases and variable compensation opportunities. The committee assesses performance against these goals. The committee selects and engages a qualified independent compensation consultant to review and analyze the total compensation and benefits packages of the executives. The committee as part of its analysis obtains from the compensation consultant appropriate comparability data including total compensation paid by similarly situated organizations for positions that are functionally comparable to each of the executives. The committee will consider the significant terms of the agreement with each executive including the total compensation to be paid and the employee's duties and responsibilities. Consistent with the compensation philosophy and principles, the committee approves total compensation packages for each of the executives based on information presented to the committee, reasonableness, and the best interest of bri. The committee's decisions regarding compensation for each executive are documented in written resolutions and minutes of the committee. The committee promptly reports its actions to the vmmc board which reports are reflected in the board's minutes.”

“The organization's articles, bylaws, conflict of interest policy and financial statements are made available upon request.”

“At bri, we integrate three types of medical research - laboratory research, translational research, and clinical research - to improve lives. All our scientists collaborate to explore basic science as well as clinical applications, which we believe is the best way to design studies with the highest potential for success. At bri, discovery starts in the laboratory but is sparked by the needs and experiences of patients.”

“Benaroya research institute at virginia mason (bri) is one of the few research institutes in the world devoted to finding causes and cures for autoimmune and immune system diseases, including type 1 diabetes, multiple sclerosis, rheumatoid arthritis, lupus, inflammatory bowel disease, cancers, allergies and infectious diseases. Bri is affiliated with commonspirit health and virginia mason franciscan health, which provides governance and oversight, and the virginia mason foundation, which provides development support. Bri's bold mission is to advance the science to predict, prevent, reverse and cure diseases of the immune system to achieve our vision of a healthy immune system for everyone. Bri is led by president jane h. Buckner, md, and executive director/coo margaret mccormick, phd. Discoveries at bri are accelerated by our talented researchers, collaborative culture and application of new technologies and data analytics in a quest to understand what can cause the immune system to fall out of balance and how to restore it to health. To that end, our scientific activities are organized into four centers of discovery to facilitate knowledge sharing and for centers and core labs to build on discoveries from individual labs: - translational immunology, directed by karen cerosaletti, phd - interventional immunology, directed by carla greenbaum, md - fundamental immunology, directed by daniel campbell, phd - systems immunology, directed by adam lacy-hulbert, phd the center for translational immunology (cti) involves studying blood and tissue samples from people with immune system diseases including autoimmune diseases, allergies, infectious diseases and cancer. Cti uses advanced systems immunology tools to examine genes, cells and molecules involved in these diseases. Its studies aim to discover how diseases start and progress; identify biological characteristics tied to certain diseases or response to therapy; and to find new drug targets. The bri biorepository is a collection of blood, serum and tissue samples and medical histories from volunteers with and without disease. Bri scientists and physician collaborators work together to study tissue, blood and serum samples along with the medical and demographic data. Bri's biorepositories date back to 2000 and include multiple disease categories and a biorepository of healthy people for purposes of comparison. The center for interventional immunology (cii) uses small and large-scale clinical studies to translate lab discoveries to patient therapies. Cii studies encompass all phases of clinical research, from bri's biorepositories, which enroll individuals with and without immune system diseases, to multi-center clinical trials of disease-modifying therapies. Investigator-initiated studies of short-course immunotherapy or vaccines show how perturbing the immune system can reveal the differential functions of the immune system impacted by disease. The immune tolerance network, a global consortium focused on conducting clinical trials to promote tolerance in autoimmunity, organ transplant and allergy/asthma is part of this center. The center for fundamental immunology (cfi) investigates the immune system to understand how it works in health and disease. Investigators in the cfi look at the cellular and molecular pathways that control the immune system, focusing on genes, cells and molecules to build complex models of autoimmune and inflammatory diseases to study them in precise detail. The center for systems immunology (csi) uses the latest computational tools to collect, process and examine data from studies across bri and around the world. Csi selects and implements new technologies and develops approaches to organize and analyze large data sets. Its goal is to make new insights about the immune system and the diseases that affect it. External and academic affairs at bri we build the next generation of leaders in immunology by working across our centers with interns, graduate student”