Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
GORDON RESEARCH CONFERENCES INC
Employer identification number
26-0150662
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization?
................
11g(i)
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (see instructions)
..................
12
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.................................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2013.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2012.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2013.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
6,216,500
6,730,660
7,277,217
6,924,626
7,372,979
34,521,982
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
22,610,606
23,941,409
27,489,346
27,024,422
31,269,313
132,335,096
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
0
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
0
0
0
0
0
0
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
0
0
0
0
0
0
6
Total. Add lines 1 through 5.
28,827,106
30,672,069
34,766,563
33,949,048
38,642,292
166,857,078
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
0
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
0
c
Add lines 7a and 7b..
0
8
Public support (Subtract line 7c from line 6.)
166,857,078
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
9
Amounts from line 6...
28,827,106
30,672,069
34,766,563
33,949,048
38,642,292
166,857,078
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
421,938
515,619
643,557
741,054
905,279
3,227,447
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
0
c
Add lines 10a and 10b.
421,938
515,619
643,557
741,054
905,279
3,227,447
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
0
0
0
0
0
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
179,592
55,105
2,087
8,092
139,771
384,647
13
Total support. (Add lines 9, 10c, 11, and 12.)..
29,428,636
31,242,793
35,412,207
34,698,194
39,687,342
170,469,172
14
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
97.881 %
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
0 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
1.893 %
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
0 %
19a
33 1/3% support tests—2013.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2012.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2013
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
GORDON RESEARCH CONFERENCES INC
Employer identification number
26-0150662
Return Reference
Explanation
ORGANIZATION'S MISSION
FORM 990, PART III, LINE 1 IN SUPPORT OF THIS MISSION STATEMENT, THE GRC BOARD OF TRUSTEES IS COMMITTED TO: PROVIDING A SERVICE TO THE RESEARCH AND DEVELOPMENT COMMUNITY IN THE BIOLOGICAL, CHEMICAL OR PHYSICAL SCIENCES THROUGH THE ORGANIZATION AND SUPPORT OF SCIENTIFIC CONFERENCES. EACH GORDON RESEARCH CONFERENCE HAS A RECURRING THEMATIC TOPIC AND STRIVES TO BE THE OVERALL BEST MEETING IN ITS FIELD. A CONFERENCE PROGRAM MAY EXTEND TO RELATED SUBJECTS IN AREAS SUCH AS INDUSTRIAL TECHNOLOGY, THE ENVIRONMENTAL SCIENCES, GEOLOGY, MEDICINE, COMPUTATION, SCIENCE EDUCATION, AND PUBLIC POLICY. PROVIDING AN OPEN APPLICATION PROCESS FOR ATTENDANCE AT GRC BY ACTIVE SCIENTISTS, TECHNOLOGISTS AND EDUCATORS FROM ACADEMIA, GOVERNMENT AND INDUSTRY. ASSURING A FORMAT AND SITE LOCATIONS THAT ENCOURAGE EXTENSIVE FORMAL AND INFORMAL DISCUSSION, AND A SENSE OF COMMUNITY AMONG THE ATTENDEES. PLACING A PREMIUM ON THE "OFF THE RECORD" PRESENTATION OF PREVIOUSLY UNPUBLISHED SCIENTIFIC RESULTS AND ON THE CONSEQUENT AD HOC PEER DISCUSSION. USING THE GRC AS A POSITIVE INFLUENCE ON THE CULTURE OF SCIENCE AS REFLECTED IN OPENNESS TO A DIVERSITY OF NEW IDEAS AND CONCEPTS, OUTREACH TO GLOBAL SCIENCE, AND ESTABLISHMENT OF AN EGALITARIAN ENVIRONMENT FOR SCIENTIFIC DEBATE. PROVIDING A FORUM FOR CAREER NETWORKING AND CAREER ADVANCEMENT. SUPPORTING AND ENCOURAGING YOUNG SCIENTISTS AS THEY ESTABLISH INITIAL SCIENTIFIC AND PERSONAL CONTACTS. MAINTAINING A "BOTTOM-UP" AND OPEN GOVERNANCE PROCESS AT ALL LEVELS OF THE GRC ORGANIZATION, INCLUDING ESTABLISHING NEW CONFERENCES, AND REVIEWING AND GOVERNING RECURRENT CONFERENCES. PROVIDING A FORUM FOR THE SYNTHESIS AND EVALUATION OF NEW CONCEPTS AS A MEANS TO CLARIFY AND CRYSTALLIZE NEW RESEARCH DIRECTIONS. MAKING THE GRC AVAILABLE TO THE WORLDWIDE SCIENTIFIC COMMUNITY AND ASSURING THAT THE GRC IS RESPONSIVE TO THE NEEDS OF A DIVERSITY OF SCIENTIFIC CULTURES AND INTERESTS.
FORM 990 REVIEW PROCESS
FORM 990, PART VI, LINE 11B DATA IS COLLECTED AND PREPARED BY THE FINANCIAL OPERATIONS MANAGER. THE FOM FORWARDS THE INFORMATION TO KPMG, WHO COMPLETES THE RETURN USING THIS MATERIAL AS WELL AS THE ISSUED FINANCIAL STATEMENTS. THE COMPLETED RETURN IS REVIEWED BY THE FOM AND IS PROVIDED TO THE DIRECTOR FOR REVIEW AND DISCUSSION. THE DRAFT OF THE 990 RETURN IS FORWARDED VIA E-MAIL ATTACHMENT TO THE GRC BOT, INCLUDING FINANCE AND AUDIT COMMITTEES, FOR TRUSTEE REVIEW. COMMENTS, IF ANY, ARE FORWARDED BACK TO THE FOM AND DIRECTOR, AND IF NEED BE, ARE ADDRESSED.
CONFLICT OF INTEREST POLICY
FORM 990, PART VI, LINE 12C THE GRC CONFLICT OF INTEREST POLICY COVERS MEMBERS OF GRC'S BOARD OF TRUSTEES, OFFICERS AND SENIOR EMPLOYEES HAVING DECISION-MAKING AUTHORITY. AS A MATTER OF PRACTICE, GRC ALSO ASKS NON-ELECTED MEMBERS OF BOARD COMMITTEES TO COMPLETE A CIP FORM. UPON ELECTION TO THE BOARD OF TRUSTEES OR GRC OFFICE, OR UPON HIS OR HER HIRE, INDIVIDUALS COVERED BY THE POLICY ARE ASKED TO REVIEW THE POLICY AND COMPLETE THE CONFLICT QUESTIONNAIRE, SIGNING AND RETURNING THE COMPLETED QUESTIONNAIRE TO GRC'S COUNSEL. EVERY 12 MONTHS, EACH INDIVIDUAL IS ASKED TO REVIEW THE POLICY, COMPLETE ANY REQUIRED DISCLOSURE, AND SIGN A NEW QUESTIONNAIRE. A COPY OF THE POLICY IS SENT TO EACH COVERED PERSON AT THE TIME SUCH REQUEST IS MADE. GRC'S COUNSEL IS RESPONSIBLE FOR COLLECTING THE COMPLETED QUESTIONNAIRES AND ENSURING THEY HAVE BEEN UPDATED ANNUALLY. A COMPILATION OF ALL COMPLETED FORMS, AND THEIR DATE OF LAST COMPLETION, IS MAINTAINED AT THE OFFICES OF COUNSEL. COUNSEL REVIEWS ALL COMPLETED QUESTIONNAIRES TO IDENTIFY ANY DISCLOSURE MADE BY ANY COVERED PERSON. IF THERE ARE DISCLOSURES MADE, COUNSEL MAKES A PRELIMINARY DETERMINATION OF WHETHER A CONFLICT COULD EXIST. IF COUNSEL BELIEVES THERE COULD BE A CONFLICT, COUNSEL THEN BRINGS THE DISCLOSURE TO THE DIRECTOR (UNLESS THE DIRECTOR HAS MADE THE DISCLOSURE) AND THE CORPORATE GOVERNANCE COMMITTEE OF THE BOARD FOR A DETERMINATION BY THAT COMMITTEE AS TO WHETHER A CONFLICT MAY EXIST OR DISCLOSURE SHOULD BE MADE TO THE FULL BOARD. THE COMMITTEE IS TO ADVISE THE BOARD AT EACH MEETING IF THERE ARE ANY CONFLICT ISSUES TO BE ADDRESSED. IF A DISCLOSURE IS MADE IN A QUESTIONNAIRE THAT COUNSEL OR THE COMMITTEE DETERMINE IS NOT A POSSIBLE CONFLICT, THE COMMITTEE HAS NO OBLIGATION TO REPORT SUCH DISCLOSURE TO THE FULL BOARD. IF A DISCLOSURE IS DETERMINED BY COUNSEL OR THE COMMITTEE TO BE A POSSIBLE CONFLICT, DISCLOSURE IS MADE TO THE ENTIRE BOARD. THE POSSIBLY CONFLICTED PERSON IS TO LEAVE THE MEETING IF THE CONFLICT IS TO BE VOTED UPON. DISINTERESTED MEMBERS OF THE BOARD WILL VOTE ON WHETHER A CONFLICT EXISTS. IT IS POSSIBLE THAT COUNSEL OR THE COMMITTEE WILL DETERMINE THAT A DISCLOSURE DOES NOT GIVE RISE TO A POSSIBLE CONFLICT, BUT THE COMMITTEE WILL BRING THE DISCLOSURE TO THE FULL BOARD TO ENSURE THE BOARD IS APPRISED OF THE MATTER. IF A CONFLICT EXISTS, THE BOARD WILL EVALUATE ANY PROPOSED TRANSACTION INVOLVING THE CONFLICTED PERSON IN ACCORDANCE WITH THE POLICY'S PROCEDURES.
COMPENSATION POLICY
FORM 990, PART VI, LINE 15 THE GRC COMPENSATION POLICY IS TO BE MARKET COMPETITIVE WITH OUR PEER GROUP IN THE NOT FOR PROFIT SECTOR AND TO PAY FOR PERFORMANCE IN ORDER TO ATTRACT, RETAIN AND MOTIVATE HIGH QUALITY EMPLOYEES. TO ACHIEVE THIS END THE GRC WILL HAVE A COMPENSATION PLAN THAT INCLUDES A FIXED SALARY, A BONUS OPPORTUNITY AND COMPETITIVE BENEFITS. SALARY CHANGE AND BONUS SHALL BE BASED ON AN ANNUAL REVIEW OF EACH EMPLOYEE'S ACCOMPLISHMENTS VS. EXPECTATIONS AS SET FORTH IN THE GRC PERFORMANCE MANAGEMENT SYSTEM. A BASE SALARY RANGE WILL BE ESTABLISHED FOR EACH POSITION WITH A BASE SALARY TARGET AND A MINIMUM BASE SET AT 80% OF THE BASE SALARY TARGET. WHILE THE BASE SALARY TARGET WILL NOT BE A MAXIMUM, GENERALLY BASE SALARY WILL BE PAID BETWEEN THE MINIMUM AND THE TARGET. THE DIRECTOR WILL HAVE A STANDARD PERFORMANCE BONUS OPPORTUNITY OF 15% OF BASE SALARY AND A MAXIMUM BONUS OPPORTUNITY OF UP TO 30% OF BASE SALARY FOR OUTSTANDING PERFORMANCE. THE OTHER MANAGERS WILL HAVE A STANDARD PERFORMANCE BONUS OPPORTUNITY OF 10% OF BASE SALARY AND A MAXIMUM BONUS OPPORTUNITY OF UP TO 20% OF BASE SALARY FOR OUTSTANDING PERFORMANCE. THE BASE SALARY RANGES WILL BE DESIGNED SO THAT THE BASE SALARY TARGET, PLUS THE MAXIMUM BONUS OPPORTUNITY (FOR OUTSTANDING PERFORMANCE), PLUS THE VALUE OF THE BENEFITS OFFERED, WILL BE EQUAL TO GRC'S MARKET PLACE THIRD QUARTILE. IF A MANAGER IS PAID BELOW THE BASE SALARY TARGET AND RECEIVES A STANDARD PERFORMANCE BONUS RATHER THAN AN OUTSTANDING PERFORMANCE BONUS, THE EXECUTIVE WILL BE PAID CLOSER TO THE MEDIAN OF THE MARKETPLACE. BENEFITS SHALL BE WHAT ARE REASONABLE AND EXPECTED IN THE PROVIDENCE AREA MARKET. THE COMPENSATION COMMITTEE OF THE GRC MAY HIRE AN OUTSIDE CONSULTANT AS APPROPRIATE TO ASSIST IN REVIEW OF THE ANNUAL COMPENSATION PLAN AND TO PROVIDE AN INTERMEDIATE SANCTIONS OPINION. A DETAILED ANALYSIS OF SALARY RANGES IN OUR PEER GROUP FOR POSITIONS COMPARABLE TO THE TOP FIVE POSITIONS AT GRC SHOULD BE PERFORMED AT LEAST EVERY 3RD YEAR. PROCESS 1. ANNUALLY THE EC SHALL RECOMMEND TO THE CC A SALARY AND BONUS FOR THE DIRECTOR OF GRC BASED ON PERFORMANCE. 2. ANNUALLY THE DIRECTOR OF GRC SHALL RECOMMEND TO THE CC SALARIES AND BONUSES FOR THE DIRECTOR'S DIRECT REPORTS BASED ON PERFORMANCE. 3. ANNUALLY THE DIRECTOR OF GRC SHALL RECOMMEND TO THE CC COMPENSATION AND BONUS POOLS FOR ALL OTHER STAFF BASED ON PERFORMANCE. 4. ANNUALLY THE CC WILL CONSIDER THESE RECOMMENDATIONS AND PREPARE A MOTION COVERING THE DIRECTOR'S COMPENSATION AND THE TOTAL OF ALL OTHER COMPENSATION FOR CONSIDERATION AND ACTION BY THE BOARD OF TRUSTEES. AT ITS SPRING MEETING. AS AMENDED, APRIL 13, 2012. ADDITIONALLY, GORDON RESEARCH CONFERENCES MEETS ALL THREE REQUIREMENTS OF THE REBUTTABLE PRESUMPTION STANDARD AS SET FORTH IN TREASURY REGULATION SECTION 53.4958-6(A) BECAUSE IT: (1) HAS AN INDEPENDENT BODY THAT REVIEWS AND APPROVES COMPENSATION, (2) USES INDEPENDENT COMPENSATION COMPARABILITY DATA OBTAINED FROM AN OUTSIDE FIRM, AND (3) ADEQUATELY AND TIMELY DOCUMENTS THE BASIS FOR COMPENSATION DETERMINATIONS CONCURRENTLY WITH MAKING SUCH DETERMINATIONS.
PUBLIC DISCLOSURE
FORM 990, PART VI, LINE 19 UPON REQUEST, INDIVIDUALS ARE DIRECTED TO WWW.GUIDESTAR.ORG, OR PROVIDED A COPY OF THE MOST RECENTLY FILED FORM 990 VIA EMAIL ATTACHMENT OR A PAPER COPY VIA US POSTAL SERVICE.
COUNCIL MEMBERS
FORM 990, PART VI, LINE 6, 7a & 7b GORDON RESEARCH CONFERENCES HAS A COUNCIL WHERE THE CONFERENCE CHAIRPERSON FROM EACH CONFERENCE IS A COUNCIL MEMBER. THE COUNCIL MEETS ELECTRONICALLY ONCE PER YEAR TO VOTE ON THE BOARD MEMBERS AND TO RECEIVE THE DIRECTOR'S ANNUAL REPORT. THE COUNCIL MEMBERS CHANGE EACH YEAR WITH THE CONFERENCE CHAIRPERSONS. BELOW IS AN EXCERPT FROM GORDON RESEARCH CONFERENCES' BYLAWS REGARDING THE COUNCIL: THE CORPORATION SHALL HAVE MEMBERS WHO SHALL BE ADMITTED TO MEMBERSHIP IN ACCORDANCE WITH THESE BY-LAWS. THE CORPORATION SHALL HAVE A COUNCIL (THE "COUNCIL"), THE MEMBERS OF WHICH SHALL BE THE MEMBERS OF THE CORPORATION (EACH, A "COUNCIL MEMBER"). THE COUNCIL SHALL HAVE THE POWERS AND DUTIES SET FORTH IN THIS ARTICLE III. ALL COUNCIL MEMBERS SHALL BE NATURAL PERSONS WHO MAY BE ADMITTED TO MEMBERSHIP UNDER ANY ONE OF THE FOLLOWING PROCEDURES, AS APPLICABLE: (A) THE BOARD OF TRUSTEES MAY, IN ITS DISCRETION, GRANT ANY FOUNDING MEMBER THE PRIVILEGE OF APPOINTING ONE MEMBER OF THE COUNCIL AS A REPRESENTATIVE OF SUCH FOUNDING MEMBER FOR SUCH TERM AS THE BOARD MAY DETERMINE. (B) EACH CONFERENCE SHALL APPOINT ONE MEMBER OF THE COUNCIL AS SUCH CONFERENCE'S REPRESENTATIVE. ANY SUCH REPRESENTATIVE OF A CONFERENCE SHALL BE THE CHAIR OR A CO-CHAIR OF THE CONFERENCE, ELECTED TO SUCH OFFICE DURING A MEETING OF SUCH CONFERENCE TO SERVE THROUGH CONCLUSION OF THE NEXT FOLLOWING MEETING OF SUCH CONFERENCE OR, IF THE CHAIR OR CO-CHAIRS OF SUCH CONFERENCE SHALL NO LONGER BE ABLE TO SERVE IN SUCH CAPACITY, THE DULY ELECTED VICE CHAIR OR A CO-VICE CHAIR SHALL SERVE AS THE CONFERENCE'S REPRESENTATIVE TO THE COUNCIL FOR THE REMAINDER OF SUCH TERM OF OFFICE. EACH CONFERENCE REPRESENTATIVE WILL SERVE ON THE COUNCIL UNTIL THE NEXT MEETING OF THE CONFERENCE AND HIS OR HER SUCCESSOR IS DULY ELECTED. (C) FROM THE DATE OF ADOPTION OF THESE BY-LAWS UNTIL THE EXPIRATION OF THE TERMS OF ALL MEMBERS-AT-LARGE LAST ELECTED TO THE COUNCIL PRIOR TO ADOPTION OF THESE BY-LAWS, THERE SHALL CONTINUE TO SERVE ON THE COUNCIL AS MEMBERS-AT-LARGE NOT MORE THAN 15 INDIVIDUALS, EACH BEING A MEMBER-AT-LARGE OF THE COUNCIL AS OF THE DATE OF ADOPTION HEREOF. EACH SUCH MEMBER-AT-LARGE SHALL BE A COUNCIL MEMBER. AS THE TERM OF EACH SUCH MEMBER-AT-LARGE OF THE COUNCIL EXPIRES OR OTHERWISE TERMINATES, WHETHER DUE TO DEATH, DISABILITY, RESIGNATION OR REMOVAL, NO SUCCESSOR MEMBER-AT-LARGE SHALL BE ELECTED TO FULFILL THE BALANCE OF SUCH TERM, AND AFTER EXPIRATION OF THE TERMS OF ALL MEMBERS-AT-LARGE LAST ELECTED PRIOR TO ADOPTION OF THESE BY-LAWS, THERE SHALL NO LONGER BE ANY MEMBERS-AT-LARGE OF THE COUNCIL. (D) EACH MEMBER OF THE BOARD OF TRUSTEES SHALL BE A COUNCIL MEMBER DURING SUCH TRUSTEE'S TERM ON THE BOARD OF TRUSTEES AND FOR TWO YEARS AFTER THE EXPIRATION OF SUCH TERM. (E) EACH MEMBER OF THE SELECTION AND SCHEDULING COMMITTEE SHALL BE A COUNCIL MEMBER DURING SUCH MEMBER'S TERM ON THAT COMMITTEE. (F) THE DIRECTOR SHALL BE EX OFFICIO, EXECUTIVE SECRETARY OF THE COUNCIL AND SHALL BE A MEMBER OF THE COUNCIL.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.