Bylaws - Georgetown Neuroscience Foundation

Preamble:

The Georgetown Neurosciences Foundation is established for the purposes set forth in its Certificate of Formation and as set out in these bylaws. The ideas, planning and implementation of its establishment are the result of the efforts of many individuals and organizations. In recognition of the contributions to the establishment of Georgetown Neurosciences Foundation, this preliminary statement containing a brief history of the formation of Georgetown Neurosciences Foundation is set out to memorialize the contributions and efforts made by some of the founding forces of Georgetown Neurosciences Foundation.

The City of Georgetown is a retirement destination for seniors to enjoy mild winters and the proximity of their children and grandchildren. These seniors are active, educated and engaged in healthcare initiatives that will advance better brain health. Large groups of these seniors have participated in educational meetings on various neurological disorders and responded to surveys to volunteer for the formation of a community-based clinical study resource. The primary purpose of this resource is to support medical research in institutions and medical device and pharmaceutical companies. The Georgetown Neurosciences Foundation was conceived by the collaboration of its incorporators to serve as a secure and managed resource where seniors and their families will commit their medical information for medical research. This information will reside in an aggregated, anonymized and addressable data base for use by medical researchers who have been authorized by the Georgetown Neurosciences Foundation. The monetary value of this data base will be realized and used by the Georgetown Neurosciences Foundation in support of additional research into the causes and cures of neurodegenerative diseases.

With the foregoing statements, which shall be and remain a part of the bylaws of Georgetown Neurosciences Foundation unless and until removed by unanimous vote of the board of trustees for which is herein provided, the Bylaws of Georgetown Neurosciences Foundation follow.

Fulbright & Jaworski Document

ARTICLE 1 NAME AND PURPOSE

1.1 Name and Formation

1.1.1 The name of the corporation is Georgetown Neurosciences Foundation (the “Corporation”).

1.1.2 The Corporation was established as a Texas nonprofit corporation pursuant to a Certificate of Formation dated July 14, 2020 (the “Certificate of Formation”) filed in the Office of the Secretary of State of the State of Texas on July 14, 2020, under File No. 803686522.

1.2 Purpose

1.2.1 This corporation is organized exclusively for charitable, religious, and educational purposes, and no part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and except that the corporation shall be authorized and empowered to make payments and distributions as expressly permitted by other provisions of these Certificate of Formation. No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. The corporation shall solely carry on activities that are permitted to be carried on by: (a) a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), or the corresponding section of any future federal tax code; and (b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Code, or the corresponding section of any future federal tax code.

1.2.2 Without limiting the effect of Section 1.2.1, the purposes for which this corporation is organized shall include researching, discovering, investigating, analyzing, developing and validating the means, methods, protocols, procedures and products which effectively and safely prevent or arrest the progression of cognitive impairment and other neurodegenerative diseases.

1.3 Registered Office

The Corporation may have, in addition to its registered office, offices at such places, both within and without the State of Texas, as the board of trustees may from time-to-time determine or as the activities of the Corporation may require.

ARTICLE 2 BOARD OF TRUSTEES

2.1 Number, General Powers

Except as provided by applicable law, the Certificate of Formation, or in these Bylaws, the direction and management of the affairs of the Corporation and the control and disposition of its properties and funds shall be vested in a board of trustees (“Board”) which shall consist of not less than three (3) persons. Such number of trustees shall from time-to-time be fixed and determined by the Board and shall be set forth in the notice of any meeting of the Board held for the purposes of electing trustees. Until changed by the Board in accordance with these Bylaws, the number of trustees constituting the Board shall be seven (7). The Board may delegate the management of the day-to-day operation of the activities of the Corporation to the officers of the Corporation or other person(s), provided that the activities, property and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. The Board may make appropriate delegations of authority to the officers of the Corporation, and may authorize one or more additional committees to act on its behalf under a specific written delegation of authority.

2.2 Tenure

Except for the terms of the initial members of the Board for which is hereinafter provided, each trustee shall serve for a term of four (4) years following the date of appointment and until his or her successor shall have been appointed, unless he or she dies or is sooner removed or resigns pursuant to these Bylaws. A trustee may be appointed to succeed himself or herself. In order to stagger the terms for the trustees, at the organizational meeting of the Board, the initial trustees named in the Certificate of Formation shall draw lots to determine the length of their respective terms. Two shall serve for a term of four (4) years, two shall serve for a term of three (3) years, two shall serve for a term of two (2) years and one shall serve for a term of one (1) year. Thereafter their respective successors (who may be themselves) shall serve for a term of four (4) years, as aforesaid. If these bylaws are amended to change the number of trustees to serve on the Board of Trustee, the amendment shall provide for the method of staggering the term of each trustee which method shall not involve the shortening or lengthening of any trustee serving as of the date of the adoption of the amendment..

2.3 Vacancies, Election

A vacancy shall be declared in any seat on the Board upon the death, resignation or removal of the occupant thereof, or upon the disability of any occupant rendering him or her permanently incapable of participating in the management and affairs of the Corporation. Any vacancy occurring in the Board shall be filled in accordance with the following procedure: the Board shall elect and appoint a candidate to fill the vacancy. In case of election to fill a vacancy, the term of the successor shall be for the unexpired term for which the former occupant thereof was elected. A trustee elected by virtue of an increase in the number of trustees of the Corporation shall hold office until the next annual meeting of the Board unless the amendment to these bylaws providing for the increase in number of trustees provides otherwise. No reduction in the authorized number of trustees shall have the effect of removing any trustee before that trustee’s term of office expires.

2.4 Resignation of Trustees

Each trustee shall have the right to resign at any time upon written notice thereof to the president or secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.

2.5 Removal of Trustees

The Board may remove a trustee from the Board at any time when such removal is determined by the Board to be in the best interest of the Corporation.

2.6 Annual Meeting

The annual meeting of the Board for the transaction of such activities of the Corporation as may lawfully come before the meeting shall be held at such time and on such day as established from time-to-time by the Board. The chair of the Board or the secretary of the Corporation shall give a minimum of ten (10) days’ notice of such meeting to each trustee, either personally or by United States Postal Service mail, facsimile, or other electronic means by which the recipient previously agreed in a writing delivered to the secretary of the Corporation to receive notices under or pursuant to these bylaws and resolutions of the Board.

2.7 Order of Business

The order of business at the annual meeting shall be as follows:

(a) Roll call.
(b) Reading of the notice of the meeting.
(c) Reading of the minutes of the preceding meeting and action thereon.
(d) Election of trustees by the Board.
(e) Reports of officers.
(f) Election of officers.
(g) Miscellaneous matters.
(h) Adjournment

2.8 Additional Meetings

Regular meetings of the Board shall be held as by resolution the Board shall determine but in no case less than quarterly and additional special meetings shall be held whenever called by the chair of the Board of the Corporation or upon written request of any two trustees. The chair of the Board or the secretary shall give ten (10) days’ notice of any such regular or special meeting either personally or by United States Postal Service mail, facsimile, or other electronic means by which the recipient previously agreed in a writing delivered to the secretary of the Corporation to receive notices under or pursuant to these bylaws and resolutions of the Board..

2.9 Quorum for Meetings

A majority of the trustees shall constitute a quorum for the transaction of business at all meetings convened according to these Bylaws.

2.10 Voting

The affirmative vote of a majority of the trustees present at a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by law or these Bylaws.

2.11 Proxies

A trustee may vote at a meeting of the Board by proxy executed in writing by the trustee and delivered to the secretary of the Corporation at or prior to such meeting; however, a trustee present by proxy at any meeting of the Board may not be counted to determine whether a quorum is present at such meeting. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law.

2.12 Conference Telephone or other Remote Communications Technology

Members of the Board and of any committee may participate in and hold a meeting of the Board and such committee, respectively, by means of conference telephone or similar communications equipment or another suitable electronic communications system, by means of which all persons participating in the meeting can hear each other, and participation in such meeting pursuant to Tex. Bus. Orgs. Code § 6.002 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the consideration of any activity or taking of any action on the ground that the meeting is not lawfully called or convened.

2.13 Compensation

Trustees, as such, shall not be entitled to any stated salary for their services but by resolution of the Board, expenses of attendance, if any, may be allowed for attendance at each meeting of the Board. Trustees who also serve as an officer of, or advisor to, the Corporation, in either case pursuant to a written contract which has been approved by the Board and in which the amount of compensation and the services to be provided by said officer or advisor is stated, shall be paid by the Corporation in accordance with said contract.

2.14 Advisory Trustees.

The trustees at any meeting of the Board may elect such number of non-voting advisory trustees, to serve for renewable terms of one (1) to two (2) years each, as may be prescribed by the Board. An advisory trustee shall not have or exercise the authority or responsibility of a trustee serving pursuant to Section 2.1.

ARTICLE 3

COMMITTEES 3.1 Committees

The Board may designate one or more committees as are necessary and which are not in conflict with other provisions of these Bylaws, and the duties of any such committee shall be prescribed by the Board upon its designation. Each committee shall consist of two or more persons appointed by the Board who may, but need not be, trustees of the Corporation. A committee shall limit its activities to the accomplishment of the tasks for which it is designated and shall have no power to act except as specifically conferred by action of the Board. Upon the completion of the task for which designated, as certified by the president or other person delegated that power, such committee shall stand dissolved.

3.2 Delegation of Power

In the event the Board delegates any of its powers to a committee, any actions by such committee shall be subject to approval by the Board.

3.3 Quorum and Voting

A majority of the members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee and the act of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.

3.4 Meetings and Notices

Meetings of any committee may be called by the president or the chair of the committee. Each committee shall meet as often as is necessary to perform its duties. Notice may be given at any time and in any manner reasonably designed to inform the members of the time and place of the meetings. Each committee shall keep minutes of its proceedings and file a copy thereof with the secretary of the Corporation with reasonable promptness following each meeting.

3.5 Resignations and Removals

Any member of any committee may resign at any time by giving notice to the chair of the committee or the secretary of the Corporation. Unless otherwise specified in the notice, such resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective. The Board may remove at any time with or without cause any member of any committee who was originally appointed thereto by the Board as provided in these

Bylaws.

3.6 Vacancies

A vacancy on any committee shall be filled for the unexpired portion of the term of the former occupant in the same manner in which an original appointment to such committee is made.

ARTICLE 4

GENERAL OFFICERS

4.1 Election

The officers of the Corporation shall be a president (whose title may be stated to be Chief Executive Officer or CEO) and a secretary and may include a chair of the Board, a treasurer and such other officers as may be determined and selected by the Board. The Board, at its first meeting and annually thereafter at its annual meeting, shall elect the officers. The officers so elected shall hold office for a period of one year and until their successors are elected and qualified. The offices of president and secretary may not be filled by the same person, but all other offices may be filled by the same person.

4.2 Attendance at Meetings

The chair of the Board, and in his or her absence, the president, shall call meetings of the Board to order, and shall act as chair of such meetings. The secretary of the Corporation shall act as secretary of all such meetings, but in the absence of the secretary the presiding person of the meeting may appoint any person present to act as secretary of the meeting.

4.3 Duties

The principal duties of the several officers are as follows:

Chair of the Board. He or she shall preside at all meetings of the Board, and may exercise the powers vested in him or her by the Board, by law or these Bylaws, or which usually attach or pertain to such office.
President. The president shall be the chief executive officer of the Corporation. He or she shall have general charge and supervision of the activities, property, and affairs of the Corporation. The president shall see that all orders and resolutions of the Board are carried into effect. The president shall sign and execute all legal documents and instruments in the name of the Corporation when authorized to do so by the Board and shall perform such other duties as may be assigned to him or her from time-to-time by the Board.
Secretary. The secretary shall (i) have charge of the records and correspondence of the Corporation under the direction of the president, (ii) shall be the custodian of the seal of the Corporation, if one is adopted, (iii) give notice of and attend all meetings of the Board, (iv) take and keep true minutes of all meetings of the Board of which, ex officio, he or she shall be the secretary, and (v) shall perform such other duties as may be assigned to him or her from time-to-time by the Board.
Treasurer. The treasurer shall be the chief financial officer of the Corporation and as such shall (i) keep account of all moneys, credits and property of the Corporation which shall come into his or her hands and keep an accurate account of all money received and discharged, (ii) except as otherwise ordered by the Board, have the custody of all the funds and securities of the Corporation and shall deposit the same in such banks or depositories as the Board shall designate, (iii) keep proper books of account and other books showing at all times the amount of the funds and other property belonging to the Corporation, all of which books shall be open at all times to the inspection of the Board, (iv) submit a report of the accounts and financial condition of the Corporation at each annual meeting of the Board, (v) under the direction of the Board, disburse all moneys and sign all checks and other instruments drawn on or payable out of the funds of the Corporation, provided, however, that any such checks must be signed by [the treasurer and president,] (vi) make such transfers and alterations in the assets of the Corporation as may be ordered by the Board, (vii) in general, perform all the duties which are incident to the office of treasurer, subject to the Board, and (viii) perform such additional duties as may be prescribed from time-to-time by the Board. The treasurer shall give bond only if required by the Board.

4.4 Resignation

Any officer may resign at any time by giving written notice thereof to the president or secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective.

4.5 Removal

Any officer may be removed, either with or without cause, by the Board at any meeting of the Board at which a quorum is present.

4.6 Vacancies

Whenever a vacancy shall occur in any general office of the Corporation, such vacancy shall be filled by the chair of the Board subject to ratification by the Board at its next meeting subsequent to such appointment. Such new officer shall hold office until the next annual meeting and until his or her successor is elected and qualifies.

ARTICLE 5

APPOINTIVE OFFICERS AND AGENTS

The Board may appoint such officers and agents in addition to those provided for in Article 4, as may be deemed necessary, who shall have such authority and perform such duties as shall from time-to-time be prescribed by the Board. All appointive officers and agents shall hold their respective offices or positions at the pleasure of the Board, and may be removed from office or discharged at any time with or without cause; provided that removal without cause shall not prejudice the contract rights, if any, of such officers and agents.

ARTICLE 6

NOTICES 6.1 Form of Notice

Whenever under the provisions of these Bylaws, notice is required to be given to any trustee, or committee member and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given in writing by United States Postal Service mail, postage prepaid, addressed to such trustee, or committee member at such address as appears on the books of the Corporation. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same be thus deposited, postage prepaid, in the United States Postal Service mail as aforesaid. Except as may be otherwise provided by law, the Certificate of Formation, or by these Bylaws, neither the activities or transactions to be considered at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

6.2 Waiver

Whenever any notice is required to be given to any trustee or committee member under the provisions of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated, shall be equivalent to the giving of such notice. Attendance of a trustee or committee member at any meeting shall constitute a waiver of notice of such meeting, except where a trustee or committee member attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE 7

ACTION BY WRITTEN CONSENT 7.1 Action by Majority Written Consent

Any action required to be taken, or which may be taken at a meeting of the Board , or a committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a sufficient number of trustees or committee members as would be necessary to take that action at a meeting at which all of the trustees or committee members were present and voted.

7.2 Form of Consent

Each consent shall bear the date of the signature of each trustee or committee member who signs the consent. A written consent signed by less than all of the trustees or committee members is not effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation, a consent or consents signed by the required number of trustees or committee members is delivered to the Corporation at its registered office, or to an officer or agent of the Corporation having custody of the books in which proceedings of meetings of the Board or committees are recorded. Delivery shall be by hand or certified or registered United States Postal Service mail, return receipt requested. Delivery he C a i i ci al office shall be addressed to the president or chairman of the Board of the Corporation.

7.3 Notice to Directors, Committee Members

Prompt notice of the taking of any action by the Board or a committee without a meeting by less than unanimous written consent shall be given to all trustees or committee members who did not consent in writing to the action.

7.4 Validity of Consent

The transmission by a trustee or committee member of a photographic, photostatic, facsimile, electronic file or similar reproduction of a writing to the president or chairman of the Board which shows the original to have been signed by the trustee or committee member shall be regarded as signed by the trustee or committee member for purposes of this Article.

ARTICLE 8

INDEMNIFICATION OF DIRECTORS AND OFFICERS

8.1 Indemnification and Insurance.

8.1.1 Chapter 8, Title 1 of the Texas Business Organizations Code, permits the Corporation to indemnify its present and former trustees and officers to the extent and under the circumstances set forth therein. The Corporation hereby elects to and does hereby indemnify all such persons to the fullest extent permitted or required by such Chapter promptly upon request of any such person making a request for indemnity hereunder, unless (i) there are restrictions to the contrary in the Certificate of Formation or (ii) any such indemnification would be considered selfdealing or an excess benefit transaction (but only to the extent it would be so considered) under Section 4941 or 4958 of the Internal Revenue Code of 1986, as amended, or the regulations thereunder. Such obligation to so indemnify and to so make all necessary determinations may be specifically enforced by resort to any court of competent jurisdiction. Further, the Corporation shall pay or reimburse the reasonable expenses of such persons covered hereby in advance of the final disposition of any proceeding to the fullest extent permitted by law, and subject to the conditions thereof.

8.1.2 Tex. Bus. Orgs. Code § 8.151 permits the Corporation to purchase and maintain insurance on behalf of any person who is or was a trustee, director, officer, employee, or agent of the Corporation or who is or was serving at the request of the Corporation as a trustee, director, officer, partner, venturer, proprietor, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise against any liability asserted against him or her and incurred by him or her in such a capacity or arising out of his status as such a person, whether or not the Corporation would have the power to indemnify him or her against that liability under Chapter 8 of the Texas Business Organizations Code. The Corporation is hereby authorized to purchase and maintain such insurance, as determined by the Board; provided, however, that the portion of insurance premium cost which is allocable to the insurance coverage for items not eligible for indemnification under Section 4941 or 4958 of the Code or the regulations thereunder shall be treated as compensation to the trustees, officers, employees, and agents of the Corporation.

ARTICLE 9

AMENDMENTS

The initial bylaws of the Corporation shall be adopted by its Board, and the power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the Board.

ARTICLE 10

GENERAL PROVISIONS 10.1 Annual Review

Annually, the Board and any Board committee with any power of the Board shall conduct a review of its activities to determine that such activities are in accordance with, support and further the charitable purposes of the Corporation.

10.2 Fiscal Year

The fiscal year of the Corporation shall be fixed by resolution of the Board; provided, that if such fiscal year is not fixed by the Board at its initial meeting it shall be the calendar year until changed by resolution adopted by the Board.

10.3 Seal

The Board may adopt, but is not obligated to adopt, a corporate seal to be in such form and be used in such manner as the Board shall direct.

10.4 Books and Records

The Corporation shall keep books and records of account and shall keep minutes of the proceedings of its Board and each committee appointed by the Board. Such records shall contain the names and last known addresses of all past and current member(s) of the Board and the committees from time to time appointed by the Board.

10.5 Invalid Provisions

If any provision of these Bylaws is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable; these Bylaws shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shall be added automatically as a part of these Bylaws a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

10.6 Headings

The headings used in these Bylaws are for reference purposes only and do not affect in any way the meaning or interpretation of these Bylaws

ARTICLE 11

CONFLICTS OF INTEREST POLICY 11.1 Purpose

The purpose of the conflicts of interest policy is to protect he Client in the case that it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or trustee of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations.

11.2 Definitions

11.2.1 Interested Person. Any trustee, principal officer, or member of a committee

with Board delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.

11.2.2 Financial Interest. A person has a financial interest if the person has,

directly or indirectly, through business, investment or family

an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement, or
a compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or
a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.

A financial interest is not necessarily a conflict of interest. Under Section 11.3.2, a person who has a financial interest may have a conflict of interest only if the appropriate board or committee decides that a conflict of interest exists.

11.3 Procedures

11.3.1 Duty to Disclose. In connection with any actual or possible conflicts of

interest, an interested person must disclose the existence of his or her financial interest and all material facts to the trustees and members of committees with Board delegated powers considering the proposed transaction or arrangement.

11.3.2 Determining Whether a Conflict of Interest Exists. After disclosure of the

financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.

11.3.3 Procedures for Addressing the Conflict of Interest.

An interested person may make a presentation at the Board or committee meeting, but after such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.
The chairperson of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the Board or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested trustees whether the transaction or arrangement is in the Co a i be i e e a d f i benefit and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.

11.3.4 Violations of the Conflicts of Interest Policy.

If the Board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the

basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the Board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary action, corrective action, or both.

11.4 Records Of Proceedings

The minutes of the Board and all committees with Board-delegated powers shall contain

the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Boa d c mmi ee deci i a he he a c flic f interest in fact existed.
the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.

11.5 Compensation

A voting member of the board who receives compensation, directly or indirectly, for the Corporation for services is precluded from voting on matters pertaining to ha membe c m e a i
A voting member of any committee whose purpose or power includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that membe c m e a i .
No voting member of the board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

11.6 Annual Statements

Each trustee, principal officer and member of a committee with Board delegated powers shall annually sign a statement which affirms that such person

has received a copy of the conflicts of interest policy,
has read and understands the policy,
has agreed to comply with the policy, and
understands that the Corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

11.7 Periodic Review

To ensure that the Corporation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: