AMENDED AND RESTATED BYLAWS OF THE INTERNATIONAL BIOMEDICAL RESEARCH ALLIANCE (the “Corporation”)

 

ARTICLE I

Offices 

Section 1.01. The registered office of the Corporation shall be in the District of Columbia. The Corporation may have such other offices either within or without the District of Columbia as the Board of Directors may from time to time determine or as the business of the corporation may require.

ARTICLE II

Members

Section 2.01. The Corporation shall have no voting members.

ARTICLE III 

Board of Directors 

Section 3.01. Except as otherwise provided by law or these Bylaws, the Board of Directors shall have exclusive control over the property, funds and affairs of the Corporation.

Section 3.02. The Board of Directors shall consist of such number of persons, not less than three (3), as may be fixed from time to time by the Board of Directors; provided that the number of directors shall not be reduced so as to shorten the term of any director at the time in office; and provided, further, that the number of directors shall initially be four (4).

Section 3.03. Directors shall be elected annually at the annual meeting of the Board by majority vote by anonymous ballot of the directors at a meeting at which a quorum is present. Notwithstanding anything contained in these Bylaws to the contrary, each director shall hold office until a successor is elected and qualifies or until that director’s earlier resignation, removal or death. If the annual election of directors is not held on the date designated therefor, the directors shall hold such election as soon thereafter as convenient.

Section 3.04. Whenever a vacancy exists on the Board of Directors, whether by death, resignation or otherwise, the vacancy shall be filled by a vote of a majority of the directors at a meeting at which a quorum is present or by a sole remaining director. A director elected to fill a vacancy shall hold office for the remainder of the unexpired term of his or her predecessor in office, subject to the power of removal state in these Bylaws.

Section 3.05. Any director may resign from office at any time upon giving written notice to the Corporation. Any such resignation shall take effect at the time it specifies or, if the time be not specified, upon receipt, and the acceptance of such resignation, unless required by its terms, shall not be necessary to make such resignation effective.

Section 3.06. A director may be removed at any time, with or without cause, by the affirmative vote of a majority of the directors. 

ARTICLE IV

Meetings of the Board of Directors

Section 4.01. Meetings of the Board of Directors, regular or special, may be held within or without the District of Columbia upon not fewer than fourteen (14) days notice to each director, either personally or by mail, telephone, or facsimile, subject to waiver of notice as provided in the District of Columbia Nonprofit Corporation Act. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Regular meetings shall be held at least once per year or more often as established from time to time by resolution of the Board of Directors. Special meetings of the Board of Directors may be called at any time by the President, the Chair or Vice-Chair of the Board of Directors or by written request by any two directors then in office.

Section 4.02. A majority of the number of directors then in office shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 4.03. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all the directors.

Section 4.04. Any one or more members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 4.05. At least annually, the Treasurer shall present, on behalf of the Board of Directors, the Board’s annual report, verified by the Treasurer and President or a majority of the directors then in office, setting forth (i) the assets and liabilities of the Corporation as of the end of its fiscal year, (ii) the principal changes in assets and liabilities during its fiscal year, (iii) the revenue or receipts of the Corporation during the fiscal year and (iv) the expenses or disbursements of the Corporation during the fiscal year.

Section 4.06. The Board of Directors shall have the power to make grants, gifts, contributions, or other distributions to any organization according to the following procedures:

• The Board may receive requests from organizations, including but not limited to requests from organizations sponsoring the NIH/Oxford/Cambridge Research Scholars Program (the “Program”), for assistance in funding specific projects or activities of the Program or scholars participating in the Program. The Board may also consider distributions of funds to such organizations for specific needs that otherwise come to its attention and for specific projects proposed by the Board itself or by any member of the Board. All such requests and proposals shall describe in detail the nature and cost of the project, the manner in which it will be funded and the sources of such funds, the amount requested from the Corporation, and the specific application of any funds that may be received from the Corporation.

• The Board shall approve or disapprove any request or proposal for the distribution of Approval shall be based on an examination by the Board of the specific project and a finding that the project is in furtherance of the purposes of the Corporation as stated in the Corporation’s Certificate of Incorporation.
• The Board shall require any organization receiving funds from the Corporation, as a condition of receiving such funds, to account to the Board from time to time with respect to the application of such funds.
• The Board shall at all times maintain complete control and discretion over the distribution of moneys received by the Corporation, and shall not enter into any agreement with any person or organization that would in any way limit such control or
• The Board shall not represent to any person from whom it solicits or receives gifts, grants, bequests or contributions that any moneys received will be distributed other than at the discretion of the Board. The Board may solicit or receive gifts, grants, bequests or contributions for a specific project that it has reviewed and approved as in furtherance of the purposes of the Corporation as stated in its Certificate of Should the Board determine in its discretion that such project should be abandoned; such gifts, grants, bequests or contributions may be applied to other uses that are lawful and consistent with these By-Laws and the Corporation’s Certificate of Incorporation. 

ARTICLE V

Committees

Section 5.01. The Board of Directors, by resolution adopted by a majority of directors at a meeting at which a quorum is present, may designate or appoint one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation.    The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed by law.

Advisory Boards

Section 5.02. The Board of Directors, by resolution adopted by a majority of directors at a meeting at which a quorum is present, may designate or appoint one or more advisory boards, each of which shall consist of two or more directors and such number of persons who are not directors as determined in said resolution, which advisory boards shall advise the Board of Directors and not have any authority of the Board of Directors in the management of the Corporation. 

ARTICLE VI 

Officers 

Section 6.01. The officers of the Corporation shall be elected annually by the affirmative vote of a majority of the directors at a meeting at which a quorum is present and shall consist of a President, a Secretary and a Treasurer, and may include such other officers and assistant officers as may from time to be deemed necessary. The Board of Directors by a vote of the majority of the directors at a meeting at which a quorum is present may elect a Chair of the Board of Directors and a Vice-Chair of the Board of Directors. The President shall be chosen from the members of the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 6.02. The Board of Directors may require any of the officers or employees of the Corporation to give bond to the Corporation with sufficient sureties, conditioned upon the faithful performance of the duties of their respective offices or employments.

Section 6.03. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the directors at a meeting at which a quorum is present. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors by the affirmative vote of a majority of the directors at a meeting in which a quorum is present. An office may be held by the same individual for two or more consecutive terms.

The President

Section 6.04. The President shall be the chief operating officer of the Corporation; he or she shall have general and active management of the affairs and property of the Corporation and see that all orders and resolutions of the Board of Directors are carried into effect.

The Secretary

Section 6.05. The Secretary shall keep the minutes of all meetings of the Board of Directors. He or she shall give, or cause to be given, such notice of all meetings of Board of Directors as may be required by these Bylaws and shall perform such other duties as shall be assigned to him or her from time to time by the Board of Directors or by the President.

The Treasurer

Section 6.06. The Treasurer shall be the chief financial officer of the Corporation. He or she shall exercise general and active supervision over the Corporation’s assets and shall perform such other duties as shall be assigned to him or her from time to time by the Board of Directors or the President. The Treasurer shall have charge of all corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys in the name and to the credit of the Corporation in such depositories as may be designated from time to time by the Board of Directors. He or she shall disburse the funds of the Corporation in accordance with the directions of the Board of Directors and, when the Board of Directors so requires, he or she shall provide an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

The Chair and the Vice-Chair of the Board of Directors

Section 6.07. The Chair of the Board of Directors, if there be a Chair, shall preside at all meetings of the directors, and shall have such other powers and duties as prescribed in these Bylaws or as prescribed by the Board of Directors from time to time. The Vice-Chair of the Board of Directors, if there be a Vice-Chair, shall preside at all meetings of the directors where the Chair is not present, and shall have such other powers and duties as prescribed in these Bylaws or as prescribed by the Board of Directors from time to time. 

ARTICLE VII

Amendments

Section 7.01. These Bylaws or the Articles of the Corporation may be altered, amended or repealed and new Bylaws or Articles may be adopted by the affirmative vote a two-thirds (2/3) of the directors at any regular or special meeting at which a quorum is present, provided that any such alteration, amendment, repeal or adoption shall be consistent with the requirements of section 501(c)(3) of the Code. 

ARTICLE VIII

Indemnification 

Section 8.01. To the fullest extent permitted by law, every person who is or was a director, officer, employee or agent of the Corporation shall have a right to be indemnified by the Corporation against all reasonable expenses incurred by him or her in connection with or resulting from any claim, action, suit or proceeding in which he or she may become involved as a party or otherwise by reason of being or having been a director, officer, employee or agent of the Corporation, provided, however, that said claim, action, suit or proceeding shall be prosecuted to a final determination and he or she shall be vindicated on the merits or, in the absence of such a final determination vindicating him or her on the merits, as the Board of Directors shall determine, subject to the provisions of Section 8.02 hereof, that his or her conduct did not constitute negligence of misconduct in the performance of a duty and that he or she fully cooperated with the Corporation in the defense or disposition of any said claim, action, suit or proceeding, such determination to be made by the Board acting through a quorum of disinterested directors or, in the absence of such quorum, on the basis of an opinion of counsel.

Section 8.02. For purposes of Section 8.01 hereof, “reasonable expenses” shall be deemed to include but not be limited to reasonable counsel fees and disbursements, judgments, fines, penalties and reasonable amounts paid in settlement; and “claim, action, suit or proceeding” shall be deemed to include every claim, action, suit or proceeding, whether civil or criminal, derivative or otherwise, administrative, judicial or legislative, at the trial level or on review, and shall include any reasonable apprehension or threat of such a claim, action, suit or proceeding. A settlement lea of nolo contendere, consent judgment, adverse civil judgment or conviction shall not of itself create a presumption that the conduct of the person seeking indemnification constituted negligence or misconduct in the performance of a duty, but the Board of Directors shall be bound by a civil judgment or conviction adjudging the person liable for or guilty of such negligence or misconduct.

Section 8.03. The right of indemnification shall extend to any person otherwise entitled to it under this Article whether or not that person continues to be a director, officer, employee or agent of the Corporation at the time such liability or expense is incurred. The right of indemnification shall extend to the legal representative and heirs of any person otherwise entitled to indemnification. If a person meets the requirements of this Article with respect to some matters in a claim, suit or proceeding, but not with respect to others, such person shall be entitled to indemnification as to the former. Advances against liability and expenses shall be made by the Corporation with respect to any director of the Corporation entitled to indemnification under this Article and may be made by the Corporation with respect to any other individual entitled to indemnification under this Article on terms fixed by the Board of Directors, provided, however, that all advances shall be made subject to an obligation to repay if indemnification proves unwarranted.

Section 8.04. To the fullest extent permitted by law, the directors, officers, employees and agents of the Corporation shall in the performance of their duties be fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its officers or committees selected and supervised with reasonable care, by an independent certified public accountant, by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Corporation.

Section 8.05. The Corporation may purchase such liability insurance as may be deemed appropriate by the Board of Directors, provided, however the Corporation shall purchase and maintain directors and officers liability insurance with a limit of coverage of not less than $1,000,000.

 Section 8.06. This Article VIII shall not exclude any other rights of indemnification or other rights to which any director, officer, employee or agent may be entitled by contract, by vote of the Board of Directors or as a matter of law. If any clause, provision or application of this Article shall be determined to be invalid, the other clauses, provisions or applications shall not be affected but shall remain in full force and effect. The provisions of this Article VIII shall be applicable to claims, actions, suits, or proceedings made or commenced after its adoption, whether arising from act or omissions occurring before or after its adoption.

Adopted by the Board of Directors on January 16, 2015.

The International Biomedical Research Alliance (“IBRA”) is committed to creating an inclusive and respectful environment where everyone feels valued and safe. This Code of Conduct outlines the expected behavior and standards for any participant in IBRA-sponsored activities (“Participant”) to ensure they can help represent the organization positively and uphold its values and reputation in all interactions and engagements. IBRA’s programs, events, and initiatives are designed to encourage individual growth, build social and professional networking relationships, and enrich the learning experience of participants to help further their successful development as aspiring biomedical research leaders. Connections made during IBRA-sponsored activities have led directly to opportunities for jobs, investments in entrepreneurial activities, donations to support student, alumni, and mentor research projects and programs, and lasting career mentorship relationships. 

Given the profound impact of IBRA activities on the Participant and our organization’s efforts to promote their success, this Code of Conduct was created to provide a framework for clarifying and communicating the expected responsibilities of each Participant to help project a positive representation of themselves, their universities, organizations, and/or scholarship programs as well as IBRA.

Participants are encouraged to consider that their behavior, appearance, and manner of conduct may be perceived by host organizations, guests, distinguished scientists and leaders, and members of the general public as a reflection of:

• How seriously and respectfully the Participant considers the time, effort, and work of the host organization, speaker, etc.
• How seriously and respectfully the Participant considers their home organization/institution, and/or IBRA
• How seriously and respectfully the Participant considers their own time, effort, work and their affiliate
• How effective the Participant will be in a work environment or collaborative endeavor
• How the Participant has chosen to communicate their ethical standards and sense of integrity and gratitude for IBRA and any other sponsoring organization

Professionalism is paramount in all interactions and activities within IBRA. Participants are expected to conduct themselves professionally at all times, per ethical principles and values, demonstrating honesty, transparency, and accountability in all dealings. This includes:

Attire and Personal Hygiene

Business professional attire is encouraged for most events and activities, unless otherwise specified and in all settings attire with offensive language or images should be avoided. Personal hygiene (clean teeth, body, hair, nails, and clothing) is also critical for creating a comfortable environment for all Participants. Please ensure that you maintain good hygiene practices and allow ample time for preparation before attending events. If a Participant needs more clarification or has a significant financial challenge in complying, please reach out to discuss as the goal is to help in the full participation of our activities.

Compliance with Health and Safety Measures

The health and safety of each Participant are of utmost importance to IBRA. Participants should prioritize the safety and well-being of all participants, including themselves. Those experiencing symptoms of a communicable disease, such as COVID-19, influenza, norovirus, etc., are asked to refrain from attending in-person events or activities until they have fully recovered or completed the recommended isolation period based on the policies of your home or host organization. Additionally, Participants are expected to comply with masking mandates and recommendations based on the local jurisdiction and/or venue policies which may include wearing masks in indoor settings or in crowded outdoor spaces, as required by law or venue regulations. These measures are essential for mitigating the spread of illness and ensuring a safe and welcoming environment for all Participants. Concerns or incidents should be promptly reported to designated organizers or staff members to assist with intervention to ensure the safety and well-being of each Participant.

Respectful Communication and Engagement

Participants should treat other Participants, organizers, and staff with respect, kindness, and consideration, regardless of their background, identity, opinions, or abilities, including any disabilities. Participants should listen actively and engage in constructive, respectful, and courteous communication, with all Participants, organizers, and staff, whether in person, online, or via other channels. 

Participants should avoid language or behavior that may be considered offensive, discriminatory, or harassing. Discrimination in any form based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, political beliefs, or socioeconomic background is not tolerated at any event or activity conducted or funded by IBRA and can 

be cause for not only removal or exclusion from IBRA-sponsored activities, but also may be ground for additional repercussions by the host and/or home organization of the participant as required by local, regional, and/or national law as well as the policies and regulations of IBRA and/or the home organization. Some examples of undesirable or offensive behaviors (whether in person, online, or on social media):

• Sexual harassment or unwelcomed sexual behaviors 
• Verbally abusive behaviors (threats, derogatory remarks, bullying, etc.)
• Direct or implied physical threats or violence

Participants are asked to refrain from engaging in physically confrontational or other disruptive behavior. Verbal conflicts or disagreements that arise should be handled professionally and constructively, seeking resolution through open dialogue, mediation, or other appropriate means, typically delayed until after the IBRA-sponsored activity has concluded. 

Confidentiality

Participants should respect the confidentiality of sensitive information and privacy, both in-person and online. This includes, but is not limited to proprietary information, personal data, and discussions held in confidence, and refrain from disclosing confidential information without proper authorization. Some host organizations may request that a non-disclosure or confidentiality agreement be signed as a condition of participation in the IBRA-sponsored activity and a failure to sign the agreement may result in exclusion from participation of a portion or all of the activity.

Timeliness and Reliability

Participants should arrive punctually for scheduled events and activities, and fulfill commitments promptly. If unable to attend or fulfill obligations, communicate promptly and respectfully with relevant parties.  If a Participant is unable to attend an event after registration, they must inform the organizer at least 48 hours before the event. A failure to provide adequate notice may be grounds for a request for compensation for Participant-related costs incurred. Health and family emergencies and illnesses may reasonably occur within the 48 hours before the event and thus absences and tardiness violations will be considered on a case-by-case basis. When an IBRA-sponsored activity includes pre-arranged travel if a Participant fails to arrive at the scheduled time to utilize the transportation provided, they will be expected to make alternative transport arrangements at their own expense. Routinely tardiness or absences may bar participation in future IBRA-sponsored events.

Alcohol and other Recreational Drugs

Participants should never engage in IBRA-sponsored activities under the influence of alcohol or other recreational drugs such that the Participant is unable to comport themselves in a professional manner as described above. A failure to comport oneself professionally due to the influence of drugs is grounds for removal from participation in the activity. Unless explicitly stated in event communications, please do not bring your own alcohol.

Participants should also abide by the local, regional, and national laws regarding the age and type of alcohol and recreational drugs as well as the rules, guidelines, and other regulations for their host and home organization(s). In general, IBRA follows the policies for employees of the U.S. National Institutes of Health which notably does not permit the use of marijuana, regardless of local jurisdiction.

Some IBRA-sponsored activities feature dining experiences which may include alcohol, typically beer, wine, and related low-alcohol by volume beverages as part of pre-set menus. Participants are asked to avoid ordering hard-alcohol and alcohol-containing cocktails unless explicitly permitted by an IBRA employee or Board Member. Participants should use their judgment to drink responsibly, however guidance may be provided by IBRA or host organization staff as well as other Participants as to the amount and frequency of consumption to ensure a safe environment for all Participants. When in doubt, Participants are encouraged to refrain entirely from the consumption of alcohol and participants will never be required to consume alcohol as a condition of participation in an IBRA-sponsored activity.

Lodging

For IBRA-sponsored activities that involve an overnight stay, lodging may be provided with typically two participants sharing one room, e.g. double room accommodations.   Participants are asked to provide any special needs (including dietary) well in advance of the activity. If the safety of any participant is impacted by the lodging provided, Participants should notify the appropriate activity organizer who can assist in resolving the issue. Should a participant wish to remain in the location where an activity is taking place to visit family, colleagues, etc. IBRA is not able or willing to provide additional lodging required outside of what is required for participation in the IBRA-sponsored activities. 

Consequences of Violations

Violation of this Code of Conduct may result in consequences, including but not limited to verbal warnings, expulsion from the event or activity, and prohibition from future participation. Organizers reserve the right to take appropriate action based on the severity and nature of the violation.

Acknowledgment

By participating in IBRA-sponsored events and activities, each Participant acknowledges that they have read, understood, and agree to abide by this Code of Conduct.

Questions, concerns and feedback should be sent to info@biomedalliance.org.

Policy

 Committed to maintaining the highest level of ethical standards, conduct, and practices, the International Biomedical Research Alliance (IBRA) abides by a Conflicts of Interest Policy and Procedure that governs the oversight of matters in which Directors, Officers and key employees may have a conflict of interest.

 

Background

 The purpose of a Conflicts of Interest policy is to protect IBRA’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Director or Officer. This policy is intended to supplement, but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

Recognizing that the Directors and Officers of IBRA bear a fiduciary responsibility to IBRA, each of them is expected to exercise their judgment in the best interests of IBRA over their individual interests in undertaking the work of the organization.

 

Definitions

Interested person – Any Director, Officer, or key employee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial interest – A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

1. An ownership or investment interest in any entity with which IBRA has a transaction or arrangement,
2. A compensation arrangement with IBRA or with any entity or individual with which IBRA has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which IBRA is negotiating a transaction or arrange
4. An ownership or investment interest does not include interests of two percent (2%) or less (including both direct and indirect interests) in publicly-traded or privately-held entities (i.e. hedge funds).

Compensation includes direct and indirect remuneration, as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the Board or Nominating & Corporate Committee decides that a conflict of interest exists, in accordance with this policy.

General Procedures

 Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board or Nominating & Corporate Governance Committee.

Recusal of Self

Any Director or Officer may at any time from involvement in any decision or discussion in which the Director or Officer believes they may have a conflict of interest, without going through the process for determining whether a conflict of interest in fact exists.

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, the individual shall leave the Board or Nominating & Corporate Governance Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or Nominating & Corporate Governance Committee shall decide if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest

1. An interested person may make a presentation at the Board or Nominating & Corporate Governance Committee meeting, but after the presentation, the individual shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of intere
2. If appropriate, the Board or the Nominating & Corporate Governance Committee may appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the Board or Nominating & Corporate Governance Committee shall determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of i
4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or Nominating & Corporate Governance Committee shall determine, by a majority vote of the disinterested directors, whether the transaction or arrangement is in IBRA’s best interest, for its own benefit, and whether it is fair and reasonab In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

Special Rules and Procedures for Consideration of Grants, Scholarships and Other Transactions Involving Potential Conflicts of Interest.

The procedures stated above shall also apply to ensure that the consideration, evaluation, and approval by the Directors or Officers or a committee thereof of grants and scholarships and other transactions, including sponsored activities are not compromised by potential conflicts of interest.

 

1. Procedures Applicable when Potential Conflict is Attributable to Volunteer Position or Insignificant Compensation Arrangement.

 

Recognizing that IBRA draws on individuals with significant civic and philanthropic commitment to serve as its Directors and Officers, it is unavoidable that they will have other leadership positions or engagements with organizations that may receive grants from IBRA. Because these grants benefit the individuals and organizations that receive them, and the community served by those organizations, the opportunity for direct or indirect personal gain from such grants is remote.  Consequently, if the only relationship of a Director or Officer to a grant or scholarship recipient is that he or she:

1. 1. holds directly or indirectly, through family, a volunteer position with the grant or scholarship recipient
   2. directly or indirectly, through family, business, or investment, is employed by or has a compensation relationship with the grant or scholarship recipient resulting in remuneration totaling $10,000 or less in any one calendar year or

• • holds a direct or indirect relationship with a grant or scholarship recipient that is determined by the Board or Nominating & Corporate Governance Committee, in its annual review of disclosure statements submitted by the Directors and Officers, not to create an opportunity for personal gain in connection with the consideration of grants by IBRA

then the Director or Officer shall follow the procedures above, except that the Director or Officer shall abstain from voting on the grant or matters relating thereto but shall not be required to recuse himself or herself from the meeting for the discussion and vote.

 

2.No Special Treatment for Grant Applicants.

 

No organization with which any Director or Officer is connected, directly or indirectly through family, business, or investment, shall receive any special consideration whatsoever by IBRA for such individual or organization’s grant application, and no variation in IBRA’s procedures or standards for processing grants or scholarships shall be permitted for such organization.

 

3. Directors May Determine Actual Conflict

The Directors (or a committee thereof) considering a particular grant or transaction may elect, in their sole discretion, to determine whether an actual conflict of interest by a Director, Officer or key employee exists with respect to that grant or transaction.  If the Directors (or committee thereof) determine(s) that the relationship of a Director, Officer or key employee does not constitute an actual conflict of interest with respect to a particular grant or transaction, the procedures set forth herein need not be followed for that grant or transaction. Such a determination by the Directors (or a committee thereof) shall be absolute.

4. Standard for Approval of Transactions Involving Potential Conflict

In the case of transactions involving a potential conflict of interest, disinterested Directors or Nominating & Corporate Governance Committee members shall determine, based on all the facts and circumstances presented, and by majority vote of the disinterested Directors or committee members present, whether to enter into the transaction or approve the transaction related matter based on whether it is:

1. 1. In the best interests of IBRA and for IBRA’s own benefit; and
   2. Fair and reasonable to IBRA.

 

Annual Statements and Administrative Responsibilities

Each Director, Officer and member of a committee with governing board delegated powers shall annually sign a statement (see Attachment A) which affirms such person:

1. Has received a copy of the conflicts of interest policy
2. Has read and understands the policy
3. Has agreed to comply with the policy, and
4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes

Proper records of Board of Directors, Nominating & Corporate Governance Committee, and other committee proceedings shall be maintained to verify this Conflicts of Interest Policy has been followed.

The Nominating & Corporate Governance Committee shall interpret and oversee the implementation of this Conflicts of Interest Policy, review and suggest modifications to improve this Conflicts of Interest Policy from time to time and make any determinations on behalf of IBRA about conflicts of interest required under this Conflicts of Interest Policy or otherwise.

Each Director and Officer shall submit to the Nominating & Corporate Governance Committee an annual statement designated by the President acknowledging his or her receipt and review of this Conflicts of Interest Policy and disclosing potential conflicts of interest.

Conflict-of-Interest Certification and Disclosure Form

Policy

The Whistleblower Policy extends beyond the law by encouraging reporting of law violations as well as prohibiting retaliation

If any employee reasonably believes that some policy, practice, or activity of the International Biomedical Research Alliance (“IBRA”) is in violation of law, a written complaint may be filed by that employee with the President.

It is the intent of IBRA to adhere to all laws and regulations that apply to the organization, and the underlying purpose of this Policy is to support the organization’s goal of legal compliance.  The support of all employees is necessary to achieving compliance with various laws and regulations.  An employee is protected from retaliation only if the employee brings the alleged unlawful activity, policy, or practice to the attention of IBRA and provides IBRA with a reasonable opportunity to investigate and correct the alleged unlawful activity.  The protection described below is only available to employees that comply with this requirement.

IBRA will not retaliate against an employee who, in good faith, has made a protest or raised a complaint against some practice of IBRA, or of another individual or entity with whom IBRA had a business relationship, on the basis of a reasonable belief that the practice is in violation of law or a clear mandate of public policy.

IBRA will not retaliate against an employee who discloses or threatens to disclose to a supervisor or a public body any activity, policy, or practice of IBRA that the employee reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate or public policy concerning health, safety, welfare, or protection of the environment.