Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 1 | THERE SHALL BE AN EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS TO WHOM IS DELEGATED ALL OF THE POWERS OF THE BOARD OF DIRECTORS, OTHER THAN THOSE POWERS DELEGATED TO THE MDTECH BOARD UNDER AND TO THE MDBIO BOARD AND OTHER THAN THE POWERS RESERVED TO THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE SHALL CONSIST OF NOT MORE THAN TWENTY (20) DIRECTORS AND SHALL INCLUDE (A) THE CHAIR OF THE BOARD OF DIRECTORS, (B) THE CHAIR ELECT OF THE BOARD OF DIRECTORS, (C) THE VICE CHAIRS OF THE BOARD OF DIRECTORS, (D) TO THE EXTENT FEASIBLE, EQUAL NUMBERS OF (I) TECH DIRECTORS WHO HAVE BEEN ELECTED TO SERVE ON THE EXECUTIVE COMMITTEE BY A MAJORITY VOTE OF THE TECH DIRECTORS, AND (II) BIOTECHNOLOGY DIRECTORS WHO HAVE BEEN ELECTED TO SERVE ON THE EXECUTIVE COMMITTEE BY A MAJORITY VOTE OF THE BIOTECHNOLOGY DIRECTORS, AND (E) NO MORE THAN SIX (6) OTHER DIRECTORS ELECTED BY THE BOARD OF DIRECTORS. THE CHIEF EXECUTIVE OFFICER OF THE COUNCIL, THE EXECUTIVE DIRECTOR OF MDTECH AND THE EXECUTIVE DIRECTOR OF MDBIO SHALL BE NONVOTING MEMBERS OF THE EXECUTIVE COMMITTEE. THE RESPONSIBILITIES OF THE EXECUTIVE COMMITTEE SHALL INCLUDE: (1) OVERALL GOVERNANCE AND ADMINISTRATION OF THE COUNCIL ON BEHALF OF THE BOARD OF DIRECTORS, (2) OVERSEEING GOVERNMENT RELATIONS ACTIVITIES ON ISSUES THAT ARE COMMON TO MDTECH AND MDBIO, (3) OVERSEEING OTHER COUNCIL ACTIVITIES AND EVENTS THAT ARE COMMON TO MDTECH AND MDBIO, (4) APPROVING ALLOCATIONS OF FUNDS AMONG THE COUNCIL, MDTECH, AND MDBIO FROM COMMON REVENUE SOURCES, (5) RECRUITING, HIRING, EVALUATING, RETAINING AND FIRING THE CHIEF EXECUTIVE OFFICER OF THE COUNCIL, (6) APPOINTING THE MEMBERS OF THE BOARD OF DIRECTORS OF TCM FOUNDATION, (7) APPOINTING THE MEMBERS OF THE BOARD OF DIRECTORS OF MARYLAND HEALTHCARE PRODUCT DEVELOPMENT CORPORATION, AND (8) APPROVING THE OVERALL COUNCIL BUDGET, WHICH WILL INCLUDE THE BUDGETS OF MDTECH AND MDBIO AS APPROVED BY, RESPECTIVELY, THE MDTECH BOARD AND THE MDBIO BOARD AS WELL AS THE BUDGET FOR THE COUNCIL'S COMMON ACTIVITIES. HOWEVER, THE EXECUTIVE COMMITTEE SHALL NOT HAVE THE AUTHORITY TO REJECT THE BUDGET OR BUDGETED EXPENDITURES OR PROGRAMS OF MDTECH OR MDBIO THAT ARE WITHIN BUDGETED REVENUES, UNLESS: (A) IN THE CASE OF A PROPOSED EXPENDITURE, IT IS EXTRAORDINARILY LARGE OR INVOLVES A SIGNIFICANT MULTI-YEAR COMMITMENT, AND (B) THE REJECTION OF A PROPOSED BUDGET, EXPENDITURE OR PROGRAM IS APPROVED BY SEVENTY-FIVE PERCENT (75%) OF THE ENTIRE EXECUTIVE COMMITTEE. EACH OF THE DIVISIONAL BOARDS SHALL REPORT TO THE EXECUTIVE COMMITTEE. |
| FORM 990, PART VI, SECTION A, LINE 3 | MARK D. GRANT, LLC PROVIDED FINANCIAL MANAGEMENT SERVICES TO THE ORGANIZATION. MARK GRANT, CHIEF FINANCIAL OFFICER, DID NOT RECEIVE ANY COMPENSATION DIRECTLY FROM THE ORGANIZATION. |
| FORM 990, PART VI, SECTION A, LINE 6 | THERE ARE REGULAR MEMBERS, ASSOCIATE MEMBERS, EDUCATION MEMBERS AND GOVERNMENT MEMBERS. ANY INDIVIDUAL, CORPORATION, PARTNERSHIP, OR OTHER LEGAL ENTITY THAT CONDUCTS RESEARCH AND DEVELOPMENT IN BIOTECHNOLOGY OR ADVANCED TECHNOLOGY, PRODUCES MATERIALS, PRODUCTS, OR EQUIPMENT, OR RENDERS TECHNOLOGICAL SERVICES IS ELIGIBLE TO BECOME A 'REGULAR MEMBER'. IN ADDITION, ANY FORMER EXECUTIVE OF SUCH AN ENTITY SHALL BE ELIGIBLE TO BECOME A REGULAR MEMBER. ANY INDIVIDUAL AND ANY CORPORATION, PARTNERSHIP, OR OTHER LEGAL ENTITY (OTHER THAN AN "EDUCATION MEMBER OR A "GOVERNMENT MEMBER") THAT EITHER (A) PROVIDES SERVICES FOR BIOTECHNOLOGY OR ADVANCED TECHNOLOGY BUSINESSES IN (I) COMMERCIAL OR INVESTMENT BANKING OR INVESTMENT ANALYSIS, (II) VENTURE CAPITAL, (III) REAL ESTATE DEVELOPMENT, MANAGEMENT OR LEASING, (IV) ACCOUNTING, (V) LEGAL COUNSELING, (VI) PUBLIC AFFAIRS, PUBLIC RELATIONS, INVESTOR RELATIONS, ADVERTISING, MARKETING OR MARKET RESEARCH (VII) CONSULTING, MANAGEMENT, PERSONNEL SEARCH OR TEMPORARY STAFFING, OR (VII) OTHER FIELDS USEFUL TO BIOTECHNOLOGY OR ADVANCED TECHNOLOGY BUSINESSES; OR (B) IS ORGANIZED PRIMARILY FOR THE DISTRIBUTION OR SALES REPRESENTATION OF PRODUCTS AND SERVICES IN BIOTECHNOLOGY OR ADVANCED TECHNOLOGY, IS ELIGIBLE TO BECOME AN "ASSOCIATE MEMBER". ANY EDUCATIONAL INSTITUTION THAT IS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE CODE, OR THAT QUALIFIES UNDER SECTION 170(B)(I)(A)(II) OF THE CODE, IS ELIGIBLE TO BECOME AN "EDUCATION MEMBER". ANY FEDERAL, STATE OR LOCAL GOVERNMENT INSTITUTION OR OTHER AGENCY OR INSTRUMENTALITY THAT IS NOT PRIMARILY AN EDUCATIONAL INSTITUTION AND THAT CONDUCTS RESEARCH OR DEVELOPMENT IN BIOTECHNOLOGY OR ADVANCED TECHNOLOGY OR THAT SUPPORTS RESEARCH OR DEVELOPMENT IN BIOTECHNOLOGY OR ADVANCED TECHNOLOGY WILL BE ELIGIBLE TO BECOME A "GOVERNMENT MEMBER". |
| FORM 990, PART VI, SECTION A, LINE 7A | EACH REGULAR MEMBER WILL HAVE ONE VOTE ON ANY MATTER SUBMITTED TO A VOTE OF THE MEMBERS. ASSOCIATE MEMBERS, EDUCATION MEMBERS AND GOVERNMENT MEMBERS SHALL HAVE NO RIGHT TO VOTE AT MEETINGS OF THE MEMBERS. AT THE ANNUAL MEETINGS REGULAR MEMBERS ARE ENTITLED TO ELECT DIRECTORS TO SUCCEED THE DIRECTORS WHOSE TERMS EXPIRE AS OF THE DATE OF SUCH ANNUAL MEETING AND MAY TRANSACT ANY OTHER BUSINESS LAWFULLY BEFORE THEM. |
| FORM 990, PART VI, SECTION A, LINE 7B | ANY FUNDAMENTAL TRANSACTION MUST BE APPROVED, AUTHORIZED, OR RATIFIED BY THE AFFIRMATIVE VOTE OF: (I) A MAJORITY OF THE ENTIRE BOARD OF DIRECTORS; (II) THE HIGHER OF (X) A MAJORITY OF ALL REGULAR MEMBERS PRESENT IN PERSON OR BY PROXY AT THE MEETING OF THE MEMBERS, OR (Y) THIRTY-SEVEN AND ONE-HALF PERCENT (37.5%) OF ALL REGULAR MEMBERS; (III) TWO-THIRDS OF THE ENTIRE MDTECH BOARD IF THE FUNDAMENTAL TRANSACTIONS INVOLVES THE MDTECH OR TWO-THIRDS OF THE ENTIRE MDBIO BOARD IF THE FUNDAMENTAL TRANSACTION INVOLVES MDBIO OR THE MDBIO FOUNDATION; AND (IV) THE HIGHER OF (X) TWO-THIRDS OF ALL REGULAR TECH MEMBERS OR REGULAR BIOTECHNOLOGY MEMBERS, AS APPLICABLE, PRESENT IN PERSON OR BY PROXY AT THE MEETING, OR (Y) THIRTY-SEVEN AND ONE-HALF PERCENT (37.5%) OF ALL REGULAR TECH MEMBERS OR ALL REGULAR BIOTECHNOLOGY MEMBERS, AS APPLICABLE. A "FUNDAMENTAL TRANSACTION" SHALL MEAN: (I) A PROPOSED TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF MDTECH OR MDBIO; (II) A PROPOSED CONSOLIDATION, MERGER OR DISSOLUTION INVOLVING THE COUNCIL AND ONE OR MORE OTHER LEGAL ENTITIES, THE EFFECT OF WHICH WOULD BE THAT THE ASSETS OF MDTECH, MDBIO, AND THE COUNCIL WERE NO LONGER HELD BY A SINGLE LEGAL ENTITY, OR (III) A PROPOSED AMENDMENT(S) TO THE CHARTER OF A SUPPORTING ORGANIZATION (OR A MERGER, CONSOLIDATION, TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF A SUPPORTING ORGANIZATION, OR DISSOLUTION OF A SUPPORTING ORGANIZATION), THAT WOULD HAVE THE EFFECT OF LIMITING OR OVERRIDING THE RIGHT OF THE MDBIO BOARD TO ELECT THE BOARD OF DIRECTORS OF THE MDBIO FOUNDATION (EXCEPT FOR THE DESIGNATED REPRESENTATIVES OF CERTAIN ENTITIES), THE RIGHT OF THE BOARD OF DIRECTORS TO ELECT THE BOARD OF DIRECTORS OF THE TCM FOUNDATION, OR THE RIGHT OF THE BOARD OF DIRECTORS TO ELECT THE BOARD OF DIRECTORS OF THE MARYLAND HEALTHCARE PRODUCT DEVELOPMENT CORPORATION. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE INITIAL REVIEW OF THE 990 IS CONDUCTED BY THE CHIEF FINANCIAL OFFICER. UPON COMPLETION IT IS FORWARDED TO THE CEO AND THEN PASSED ALONG TO THE AUDIT COMMITTEE FOR REVIEW. IT IS THEN FORWARDED TO THE CHAIRMAN OF THE BOARD OF DIRECTORS, HIGHLIGHTING AREAS OF SIGNIFICANCE. THE BOARD OF DIRECTORS PROVIDES ITS REVIEW AND COMMUNICATES TO MANAGEMENT THAT THE 990 CAN BE FINALIZED. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE CONFLICT OF INTEREST POLICY IS FORWARDED TO EACH MEMBER OF THE BOARD OF DIRECTORS ANNUALLY. IT MUST BE REVIEWED AND SIGNED BY BOTH THE NEW AND THE EXISTING DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 15A | COMPENSATION OF KEY EMPLOYEES (NON CEO) IS TYPICALLY DETERMINED BY THE CEO. ANY SIGNIFICANT CHANGES TO COMPENSATION LEVELS MAY BE REFERRED TO THE BOARD OF DIRECTORS FOR APPROVAL. THE COMPENSATION FOR THE CEO IS ALWAYS DETERMINED BY THE BOARD OF DIRECTORS. PERIODICALLY, COMPENSATION STUDIES ARE PERFORMED TO DETERMINE IF MTC'S COMPENSATION IS COMPARABLE TO SIMILAR ORGANIZATIONS. |
| FORM 990, PART VI, SECTION C, LINE 19 | MTC MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. |
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