2011-06-08T15:22:58-05:00 2010-10-31 KPMG LLP 60 South Street Boston MA 02111 990 2009-11-01 260150662 Gordon Research Conferences GORD 4017834011 512 LIBERTY LANE WEST KINGSTON RI 028921502 DR NANCY RYAN GRAY 2011-05-27 true 6179881000 2009 2016-02-24 21:20:13Z NANCY RYAN GRAY 512 LIBERTY LANE WEST KINGSTON RI 028921502 36140717 false X WWW.GRC.ORG X 2009 RI THE GORDON RESEARCH CONFERENCES PROVIDE AN INTERNATIONAL FORUM FOR THE PRESENTATION AND DISCUSSION OF FRONTIER RESEARCH IN THE BIOLOGICAL, CHEMICAL, AND PHYSICAL SCIENCES, AND THEIR RELATED TECHNOLOGIES. 13 13 64 13 0 0 5812221 6216500 20707048 22610606 778359 345778 0 179592 27297628 29352476 0 0 0 0 2146457 2283410 0 0 0 23733937 24375676 25880394 26659086 1417234 2693390 22738976 27634217 1227018 1108400 21511958 26525817 THE GORDON RESEARCH CONFERENCES PROVIDE AN INTERNATIONAL FORUM FOR THE PRESENTATION AND DISCUSSION OF FRONTIER RESEARCH IN THE BIOLOGICAL, CHEMICAL, AND PHYSICAL SCIENCES. false false 24891605 22790198 THE GORDON RESEARCH CONFERENCES PROMOTE DISCUSSIONS AND THE FREE EXCHANGE OF IDEAS AT THE RESEARCH FRONTIERS OF THE BIOLOGICAL, CHEMICAL AND PHYSICAL SCIENCES. SCIENTISTS WITH COMMON PROFESSIONAL INTERESTS COME TOGETHER FOR A FULL WEEK OF INTENSE DISCUSSION AND EXAMINATION OF THE MOST ADVANCED ASPECTS OF THEIR FIELD. THESE CONFERENCES PROVIDE A VALUABLE MEANS OF DISSEMINATING INFORMATION AND IDEAS IN A WAY THAT CANNOT BE ACHIEVED THROUGH THE USUAL CHANNELS OF COMMUNICATION - PUBLICATIONS AND PRESENTATIONS AT LARGE SCIENTIFIC MEETINGS. DURING THE YEAR THERE WERE 193 CONFERENCES HELD. 4637279 24891605 true true false false false false false false false true true false false false true false false false false false false false false true false false false false false false false true false false false false false false false false false true 2 0 true 64 true false false false false false false false false false 13 13 false false false false false false false true true false false true true true true true true true true false MA X X TARYN GROVES 4017834011 512 LIBERTY LANE WEST KINGSTON RI 028921502 COLIN W TAYLOR 2.0 X 0 0 0 MARIANNE BRONNER 1.0 X 0 0 0 PAUL ANDERSON 1.0 X 0 0 0 PAUL BARBARA 1.0 X 0 0 0 CHARLES DEBER 1.0 X 0 0 0 EDWARD DENNIS 1.0 X 0 0 0 LAURA GREENE 1.0 X 0 0 0 MAGNUS HOOK 1.0 X 0 0 0 LUISA IRUELA-ARISPE 1.0 X 0 0 0 ALAN I LESHNER 1.0 X 0 0 0 WILLIAM A LESTER JR 1.0 X 0 0 0 MICHAEL NATAN 1.0 X 0 0 0 PETER STANG 1.0 X 0 0 0 NANCY RYAN GRAY 40.0 X 360298 0 53071 CHRISTOPHER GRAHAM ESQ 40.0 X 0 0 0 JAMES DAVID 40.0 X 122381 0 23809 GERALDINE MICELI 40.0 X 116304 0 18709 SUZANNE TUCKER 40.0 X 115953 0 19085 DARLENE GRAVELINE 40.0 X 110672 0 28993 825608 0 143667 5 false true false KPMG LLP TWO FINANCIAL CENTER 60 SOUTH STRE BOSTON MA 02111 AUDIT/TAX SERVICES 116312 1 2677573 3538927 6216500 CONFERENCE CHARGES 900099 18152919 18152919 CHAIR'S FUND FEES 900099 3983495 3983495 BUS REVENUE 900099 448672 448672 CANCELLATION FEES 900099 25520 25520 22610606 421938 0 421938 0 0 0 0 0 0 0 6712081 0 6788241 -76160 0 -76160 -76160 0 0 0 0 0 MISCELLANEOUS INCOME 179592 179592 179592 29352476 22790198 0 345778 0 0 0 0 413369 413369 0 1425357 844325 581032 0 149097 88588 60509 173234 102929 70305 122353 72697 49656 0 83494 41747 41747 116312 58156 58156 0 0 58872 58872 54284 54284 75000 75000 660756 330378 330378 0 0 0 265255 265255 0 22738776 22738776 0 0 92794 46397 46397 38358 19179 19179 MISCELLANEOUS 73865 36932 36933 OPERATING EXPENSE 116014 116014 BAD DEBT 1896 948 948 26659086 24891605 1767481 0 4277942 6989797 30047 0 131737 163731 1758 3813 273493 2500 1873966 547935 1408150 1326031 16601194 19138502 14655 9843 22738976 27634217 539484 422177 687534 686223 1227018 1108400 X 20015174 24904157 1496784 1621660 21511958 26525817 22738976 27634217 X false true true X false X 5812221 6216500 12028721 20707048 22610606 43317654 0 0 0 0 0 0 26519269 28827106 55346375 55346375 778359 421938 1200297 778359 421938 1200297 0 0 0 179592 179592 27297628 29428636 56726264 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 131612 131612 1548407 452628 1095779 193947 92307 101640 1329031 0 ADVANCE CONFEREE PAYMENTS 524684 ACCRUED EXPENSES 161539 686223 29352476 26659086 2693390 2320469 2320469 5013859 31614073 2320469 2320469 29293604 58872 58872 29352476 26600214 26600214 58872 58872 26659086 Europe (Including Iceland and Greenland) 0 0 Program Services CONFERENCE SITES 2639808 0 0 2639808 X X X X false false false false false false false false false NANCY RYAN GRAY 333481 0 26817 0 0 0 0 0 53071 0 413369 0 0 0 EDWARDS ANGELL PALMER DODGE LLP SECRETARY - C. GRAHAM 83493 C. GRAHAM- PARTNER OF LAW FIRM false 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 10 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 QUESTIONAIRE, SIGNING AND RETURNING THE COMPLETED QUESTIONAIRE TO GRC'S COUNSEL. EVERY 12 MONTHS, EACH INDIVIDUAL IS ASKED TO REVIEW THE POLICY, COMPLETE ANY REQUIRED DISCLOSURE, AND SIGN A NEW QUESTIONAIRE. 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 QUESTIONAIRES 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 QUESTIONAIRES 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 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 QUESTIONAIRE 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. WHISTLEBLOWER POLICY FORM 990, PART VI, LINE 13 GORDON RESEARCH CONFERENCES (THE "COMPANY") IS COMMITTED TO CONDUCTING ITS AFFAIRS IN COMPLIANCE WITH APPLICABLE LAW AND IN COMPLIANCE WITH ITS OWN POLICIES AND PROCEDURES. THIS ADHERENCE STRENGTHENS AND PROMOTES ETHICAL AND FAIR PRACTICES. THE PURPOSE OF THIS POLICY (THE "POLICY") IS TO ENCOURAGE ALL TRUSTEES, OFFICERS, AND EMPLOYEES TO DISCLOSE ANY SUSPECTED IMPROPER CONDUCT THAT MAY ADVERSELY IMPACT THE COMPANY OR THE PUBLIC AT LARGE. ALL TRUSTEES, OFFICERS, AND EMPLOYEES ARE OBLIGATED TO PERFORM THE DUTIES SET FORTH IN THIS POLICY IN COMPLIANCE WITH ALL APPLICABLE LAWS AND IN ACCORDANCE WITH THE POLICIES AND PROCEDURES OF THE COMPANY. THE COMPANY HAS A RESPONSIBILITY TO INVESTIGATE AND, WHERE APPROPRIATE, REPORT ALLEGATIONS OF SUSPECTED IMPROPER CONDUCT. THIS POLICY GOVERNS REPORTING AND INVESTIGATIONS OF ALLEGATIONS OF SUSPECTED IMPROPER CONDUCT. THIS POLICY PROVIDES FOR CONFIDENTIALITY, AND MAKES EXPLICIT THAT ANY PERSON WHO MAKES A GOOD FAITH REPORT OF SUSPECTED IMPROPER CONDUCT OR WHO PARTICIPATES IN THE INVESTIGATIONS OF SUCH A REPORT WILL BE PROTECTED FROM RETALIATION BY THE COMPANY OR ANYONE WITHIN THE COMPANY. UNTIL SUCH TIME AS THE COMPANY MODIFIES ITS COMMITTEE STRUCTURE, THE AUDIT COMMITTEE SHALL OVERSEE THE IMPLEMENTATION OF THIS POLICY (AS APPLICABLE, THE "COMMITTEE"). DEFINITIONS A. IMPROPER CONDUCT: ANY ACTION OR ACTIVITY BY A TRUSTEE, OFFICER, OR EMPLOYEE THAT IS UNDERTAKEN IN THE PERFORMANCE OF THE INDIVIDUAL'S OFFICIAL DUTIES, OR WITH THE APPEARANCE OR REPRESENTATION THAT IT IS UNDERTAKEN IN THE PERFORMANCE OF OFFICIAL DUTIES WHETHER OR NOT IT IS WITHIN THE SCOPE OF EMPLOYMENT, AND THAT 1) IS IN VIOLATION OF FEDERAL OR STATE LAW OR REGULATIONS OR REPORTING REQUIREMENTS THEREUNDER, 2) CONSTITUTES AN OMISSION TO PERFORM A DUTY, 3) CONSTITUTES AN INTENTIONAL VIOLATION OF A POLICY OF THE COMPANY, 4) INVOLVES GROSS MISCONDUCT, 5) CREATES POTENTIAL EXPOSURE FOR THE COMPANY TO LIABILITY, 6) INVOLVES QUESTIONABLE ACCOUNTING OR AUDITING PRACTICES, 7) CONSTITUTES UNETHICAL BEHAVIOR OR PRACTICES, 8) ENDANGERS THE PUBLIC HEALTH OR SAFETY OF INDIVIDUALS, 9) INVOLVES DISSIPATION OF THE COMPANY'S ASSETS, 10) CONSTITUTES FRAUD, 11) INVOLVES PRIVATE INUREMENT, 12) INVOLVES MISHANDLING OR MISUSE OF RESTRICTED FUNDS, OR 13) INVOLVES OVERRIDING OR CIRCUMVENTING THE COMPANY'S INTERNAL CONTROLS. THE FOREGOING LIST IS NOT AN EXHAUSTIVE LIST OF POSSIBLE IMPROPER CONDUCT. B. WHISTLEBLOWER: A PERSON MAKING A PROTECTED DISCLOSURE. A WHISTLEBLOWER IS A REPORTING PARTY AND NOT AN INVESTIGATOR. C. PROTECTED DISCLOSURE: ANY COMPLAINT, REPORT, COMMUNICATION OR OTHER DISCLOSURE THAT MAY EVIDENCE IMPROPER CONDUCT, IF MADE IN GOOD FAITH FOR THE PURPOSE OF CORRECTING THE CONDUCT OR WHILE PARTICIPATING IN AN INVESTIGATION OF IMPROPER CONDUCT. D. GOOD FAITH: THERE IS EVIDENCE OF GOOD FAITH WHEN A REPORT OR COMPLAINT IS MADE WITHOUT MALICE OR CONSIDERATION OF PERSONAL BENEFIT AND THE WHISTLEBLOWER HAS A REASONABLE BASIS TO BELIEVE THAT THE REPORT IS TRUE. GOOD FAITH IS LACKING WHEN A DISCLOSURE IS KNOWN TO BE MALICIOUS, FALSE OR FRIVOLOUS.* REPORTING ALLEGATIONS OF SUSPECTED IMPROPER CONDUCT ANY PERSON MAY REPORT ALLEGATIONS OF SUSPECTED IMPROPER CONDUCT. ANONYMOUS COMPLAINTS OR REPORTS MAY BE MADE. AN ANONYMOUS REPORT MUST INCLUDE SUFFICIENT CORROBORATING EVIDENCE TO JUSTIFY INITIATING AN INVESTIGATION. THE COMPANY ENCOURAGES REPORTS OF SUSPECTED IMPROPER CONDUCT TO BE MADE IN WRITING; HOWEVER, ORAL REPORTS MAY BE MADE. REPORTS SHOULD INCLUDE AS MUCH SPECIFIC INFORMATION AS POSSIBLE, FOCUS ON FACTS, AND AVOID SPECULATIONS OR CONCLUSIONS.* AN EMPLOYEE SHOULD REPORT ALLEGATIONS OF SUSPECTED IMPROPER CONDUCT TO AN IMMEDIATE SUPERVISOR OR TO THE COMMITTEE. A TRUSTEE OR AN OFFICER SHOULD REPORT ALLEGATIONS OF SUSPECTED IMPROPER CONDUCT TO THE COMMITTEE. ALLEGATIONS OF SUSPECTED IMPROPER CONDUCT SHOULD BE MADE AS SOON AS POSSIBLE AND, IN ANY EVENT, NO LATER THAN ONE YEAR AFTER THE EVENT(S) GIVING RISE TO THE ALLEGATION, UNLESS THERE IS A GOOD CAUSE FOR THE DELAY. CONFIDENTIALITY OF WHISTLEBLOWERS WHISTLEBLOWERS FREQUENTLY MAKE REPORTS IN CONFIDENCE. TO THE EXTENT POSSIBLE WITHIN THE LIMITATIONS OF LAW AND POLICY AND THE NEED TO CONDUCT A COMPETENT INVESTIGATION, CONFIDENTIALITY SHALL BE MAINTAINED. WHISTLEBLOWERS SHOULD BE PREPARED TO BE INTERVIEWED. IF A DISCLOSURE OF CONFIDENTIAL INFORMATION IS MADE BY THE WHISTLEBLOWER TO A THIRD PARTY, THE COMPANY IS NO LONGER OBLIGATED TO MAINTAIN CONFIDENTIALITY. THE IDENTITY OF THE SUBJECT(S) OF THE INVESTIGATION SHALL BE MAINTAINED IN CONFIDENCE SUBJECT TO THE SAME LIMITATIONS. INVESTIGATING ALLEGED IMPROPER CONDUCT UPON RECEIPT OF THE REPORT OR COMPLAINT OF SUSPECTED IMPROPER CONDUCT, THE COMMITTEE OR ANY INVESTIGATING OFFICER THAT THE COMMITTEE MAY APPOINT, WILL MAKE A DETERMINATION AS TO WHETHER A REASONABLE BASIS EXISTS FOR COMMENCING A FORMAL INVESTIGATION INTO THE COMPLAINT. TO ASSIST IN THIS DETERMINATION, THE COMMITTEE OR THE INVESTIGATING OFFICER, IF ANY, MAY CONDUCT AN INITIAL, INFORMAL INQUIRY. TO THE EXTENT POSSIBLE, ALL COMPLAINTS SHOULD BE HANDLED IN A CONFIDENTIAL MANNER. THE INVESTIGATING OFFICER, IF ANY, SHALL REPORT TO THE COMMITTEE ON A REGULAR BASIS ABOUT ALL COMPLAINTS, TOGETHER WITH A DETERMINATION OF THE COMPLAINT AND THE RESULTS, IF ANY, OF ANY INFORMAL INVESTIGATIONS. THE COMMITTEE WILL THEN DETERMINE, IN ITS REASONABLE JUDGMENT, WHETHER A REASONABLE BASIS EXISTS FOR CONDUCTING A FORMAL INVESTIGATION INTO THE COMPLAINT. IF THE COMMITTEE MAKES SUCH A DETERMINATION, THEN IT SHALL PROMPTLY INSTRUCT THE INVESTIGATING OFFICER, IF ANY, TO PROCEED WITH A FORMAL INVESTIGATION. IF THERE IS NO INVESTIGATING OFFICER, THE COMMITTEE WILL BEGIN THE FORMAL INVESTIGATION. THE COMMITTEE SHALL OVERSEE ALL INVESTIGATIONS. THE COMMITTEE AND ANY INVESTIGATING OFFICER SHALL HAVE THE AUTHORITY TO RETAIN OUTSIDE LEGAL OR ACCOUNTING EXPERTISE IN ANY INVESTIGATION AS THEY DEEM NECESSARY TO CONDUCT THE INVESTIGATION. RECORDS OF THE COMPLAINT, THE INVESTIGATION, AND THE RESOLUTION SHOULD BE MAINTAINED BY THE COMMITTEE. IT IS THE RESPONSIBILITY OF THE COMMITTEE TO REPORT TO THE BOARD OF TRUSTEES ANY NONCOMPLIANCE WITH LEGAL AND REGULATORY REQUIREMENTS AND TO ASSURE THAT THE BOARD OF TRUSTEES TAKES CORRECTIVE ACTION, WHERE APPROPRIATE, INCLUDING REPORTING ANY VIOLATION TO THE APPROPRIATE AUTHORITIES. TRUSTEES, OFFICERS, AND EMPLOYEES WHO ARE FOUND TO HAVE VIOLATED ANY LAWS, REGULATIONS, POLICIES OF THE COMPANY WILL FACE APPROPRIATE, CASE-SPECIFIC DISCIPLINARY ACTIONS. ROLES AND RIGHTS OF WHISTLEBLOWERS WHISTLEBLOWERS SHALL PROVIDE INITIAL INFORMATION BASED ON A GOOD FAITH BELIEF THAT THERE IS IMPROPER CONDUCT. WHISTLEBLOWERS SHALL NOT OBTAIN EVIDENCE TO WHICH THEY DO NOT HAVE A RIGHT OF ACCESS. WHISTLEBLOWERS MUST BE TRUTHFUL AND COOPERATE WITH THE COMMITTEE AND WITH ANY INVESTIGATING OFFICER(S). WHISTLEBLOWERS HAVE A RIGHT TO BE INFORMED OF THE DISPOSITION OF THEIR DISCLOSURE. PROTECTION AGAINST RETALIATION WHISTLEBLOWERS AND OTHERS WHO MAKE PROTECTED DISCLOSURES IN GOOD FAITH TO INDIVIDUALS WITHIN THE COMPANY, THE ATTORNEY GENERAL OR A GOVERNMENT AGENCY SHALL NOT BE RETALIATED AGAINST IN ANY MANNER. HOWEVER, THIS PROTECTION FROM RETALIATION IS NOT INTENDED TO PROHIBIT SUPERVISORS FROM ACTING WITHIN THE SCOPE OF THEIR DUTIES AND PURSUANT TO PERFORMANCE RELATED FACTORS.* WHISTLEBLOWERS AND OTHERS WHO BELIEVE THAT THEY ARE THE SUBJECT OF PROHIBITED RETALIATION SHOULD PROMPTLY REPORT SUCH ACTIONS TO THE COMMITTEE. THE COMMITTEE WILL CONFIDENTIALLY INVESTIGATE SUCH CLAIMS OF RETALIATION. ? SANCTIONS FOR FALSE CLAIMS A WHISTLEBLOWER WHO MAKES A CLAIM IN BAD FAITH OR KNOWS OR HAS A REASON TO KNOW THAT SUCH A CLAIM IS FALSE OR MATERIALLY INACCURATE, SHALL BE SUBJECT TO DISCIPLINARY SANCTIONS, INCLUDING TERMINATION, AND THE COMPANY MAY IMPOSE A FINE EQUAL TO THE COST OF CONDUCTING THE INVESTIGATION.* OVERSIGHT AND ADMINISTRATION OF THE POLICY THE ADMINISTRATION OF THIS POLICY SHALL BE DIRECTLY OVERSEEN BY THE COMMITTEE. IF THE COMMITTEE CHOOSES TO APPOINT AN INVESTIGATING OFFICER, SUCH OFFICER SHALL REGULARLY REPORT ON THE STATUS OF ANY RELATED INVESTIGATIONS. RETENTION OF COMPLAINTS ALL WRITTEN STATEMENTS RELATING TO COMPLAINTS OF SUSPECTED IMPROPER CONDUCT, ALONG WITH THE RESULTS OF ANY INVESTIGATIONS RELATING THERETO, SHALL BE RETAINED PERMANENTLY. ALL RECORDS PERTAINING TO A COMPLAINT AND ITS RESOLUTION SHALL BE MADE AVAILABLE TO THE ATTORNEY GENERAL UPON REQUEST. ALL RECORDS PERTAINING TO ANY ALLEGED RETALIATION AGAINST A WHISTLEBLOWER SHALL ALSO BE RETAINED PERMANENTLY. STATUS AND AMENDMENT OF THE POLICY THE COMPANY RESERVES THE RIGHT TO AMEND THIS POLICY FROM TIME TO TIME. THIS POLICY SHOULD NOT BE VIEWED AS CREATING A CONTRACTUAL OBLIGATION BETWEEN THE COMPANY AND AN EMPLOYEE OR ANY OTHER PERSON. ADOPTED BY THE BOARD OF TRUSTEES. *EDITED TO MEET IRS CHARACTER LIMIT. DOCUMENT RETENTION POLICY FORM 990, PART VI, LINE 14 THE RECORDS OF GORDON RESEARCH CONFERENCES, A RHODE ISLAND NON-PROFIT CORPORATION (THE "COMPANY") ARE IMPORTANT ASSETS OF THE COMPANY. THIS DOCUMENT MANAGEMENT POLICY (THE "POLICY") SEEKS TO ENSURE THAT THE COMPANY RETAINS COMPLETE AND ACCURATE RECORDS FOR AS LONG AS REQUIRED BY LAW AND FOR AS LONG AS NEEDED FOR THE EFFECTIVE ADMINISTRATION OF THE COMPANY'S OPERATIONS. THIS POLICY APPLIES TO ALL RECORDS. RECORDS INCLUDE ALL BOOKS, PAPERS, PHOTOGRAPHS, BUSINESS DOCUMENTATION (SUCH AS CONTRACTS AND MEMORANDUM), OTHER DOCUMENTARY MATERIAL, ELECTRONIC FILES (SUCH AS EMAILS) AND OTHER DATA, REGARDLESS OF PHYSICAL FORM OR CHARACTERISTICS, MADE OR RECEIVED BY AN EMPLOYEE OF THE COMPANY IN SUCH CAPACITY. ALL EMPLOYEES OF THE COMPANY HAVE THE RESPONSIBILITY TO FULLY COMPLY WITH THIS POLICY. ALL EMPLOYEES OF THE COMPANY MUST COMPLY WITH FEDERAL AND STATE LAWS AND ENSURE THAT RECORDS ARE AVAILABLE FOR THE EFFECTIVE ADMINISTRATION OF THE COMPANY'S OPERATIONS, BUT MUST ALSO KEEP THE COMPANY'S INVENTORY OF RECORDS AT A MANAGEABLE LEVEL. GENERALLY, IF THERE IS NO BELIEF OF POTENTIAL LITIGATION OR INVESTIGATION, A RECORD MAY BE DESTROYED AFTER SEVEN (7) YEARS UNLESS A LONGER PERIOD IS PRESCRIBED WITHIN ONE OF THE CATEGORIES LISTED BELOW. THUS, THIS POLICY HAS A GENERAL RECORD RETENTION PERIOD OF SEVEN (7) YEARS. EXAMPLES OF RECORDS THAT MAY BE DESTROYED AFTER SEVEN (7) YEARS ARE CORRESPONDENCE AND OTHER RECORDS THAT ARE NOT MENTIONED IN THE LIST BELOW. CERTAIN RECORDS, HOWEVER, SHALL BE ROUTINELY DESTROYED, SUCH AS DRAFTS OF BOARD MINUTES, PROPOSED RESOLUTIONS AND PROPOSED AGENDAS AFTER THEY ARE INCORPORATED INTO THE APPROVED MINUTES, ELECTRONIC MAIL MORE THAN THIRTY (30) DAYS OLD THAT DOES NOT FALL WITHIN ANY OF THE CATEGORIES LISTED BELOW, INTERIM FINANCIAL RESULTS, DRAFTS OF POLICY STATEMENTS OR BUSINESS OR STRATEGIC PLANS AFTER THE SUBSEQUENT OR FINAL VERSION IS PREPARED, AND DRAFTS OF PRESS RELEASES AFTER THE SUBSEQUENT OR FINAL VERSION IS PREPARED. IF ANY EMPLOYEE BELIEVES, OR IS INFORMED, THAT THERE ARE RECORDS RELEVANT TO PENDING OR POTENTIAL LITIGATION OR A PENDING OR POTENTIAL INVESTIGATION, THEN SUCH PERSON MUST PRESERVE ALL SUCH RECORDS AND MAY NOT ALTER, CONCEAL, OR DESTROY SUCH RECORDS UNTIL SUCH PERSON IS INFORMED THAT THE RECORDS ARE NO LONGER NEEDED. THIS RULE TRUMPS ALL RECORD RETENTION PERIODS. THE DOCUMENTS FALLING UNDER THE CATEGORIES BELOW SHALL BE RETAINED ACCORDING TO THE CORRESPONDING TIME PERIOD. ONE COPY OF THE RECORDS THAT FALL UNDER THE CATEGORIES LISTED BELOW SHALL BE RETAINED AT THE OFFICES OF THE COMPANY, OR ON THE COMPANY'S SERVERS FOR THE APPLICABLE TIME PERIOD. ALL SUCH RECORDS THAT ARE PAPER DOCUMENTS SHALL BE RETAINED BY THE ORGANIZATION IN A LOCKED, ALARMED FACILITY. EMPLOYEE PERSONNEL AND PAYROLL RECORDS SHALL BE STORED IN A SEPARATE AREA OF THE FACILITY AND SHALL BE SECURED IN LOCKED FILE CABINETS. ACCESS TO THE LOCKED CABINETS SHALL BE LIMITED TO THE DIRECTOR AND THE FINANCIAL OPERATIONS MANAGER. DOCUMENTS DEEMED OF HISTORICAL VALUE (PHOTOGRAPHS, ATTENDEE LISTS, PROGRAMS, ETC) SHALL BE TRANSFERRED TO THE CHEMICAL HERITAGE FOUNDATION (CHF), LOCATED IN PHILADELPHIA, PA. ON A YEARLY BASIS, THE COMPANY SHALL HIRE AN OUTSIDE SOURCE TO TRAVEL TO ITS FACILITY AND SHRED DOCUMENTS ON SITE. MANAGEMENT SHALL OVERSEE THE PROCESS OF COMPILING THE DOCUMENTS TO BE DESTROYED AND SHALL OBSERVE THE ACTUAL DOCUMENT DESTRUCTION PROCESS. BELOW IS THE RETENTION SCHEDULE GRC FOLLOWS. A)CORPORATE DOCUMENTS: CORPORATE DOCUMENTS INCLUDE BUT MAY NOT BE LIMITED TO ARTICLES OF INCORPORATION, BYLAWS, CORPORATE GOVERNANCE GUIDELINES AND POLICIES, OTHER POLICIES OF THE COMPANY, AND A LIST OF THE NAMES AND BUSINESS ADDRESSES OF DIRECTORS AND OFFICERS. THESE DOCUMENTS SHALL BE RETAINED PERMANENTLY. B)BOARD AND COMMITTEE MATERIALS: BOARD AND COMMITTEE MEETING MINUTES AND MATERIALS APPENDED TO THE MINUTES SHALL BE RETAINED PERMANENTLY. ALL OTHER BOARD AND COMMITTEE MATERIALS SHALL BE KEPT FOR NO LESS THAN SEVEN (7) YEARS FROM THE DATE THEY WERE CREATED. C)RECORDS OF DONATIONS: RECORDS OF ALL DONATIONS SHALL BE RETAINED PERMANENTLY. D)DONOR REPORTS: BACKGROUND INFORMATION ABOUT DONORS AND SOLICITATION MATERIALS SHALL BE RETAINED FOR NO LESS THAN SEVEN (7) YEARS FROM THE DATE THEY WERE CREATED. E)ENDOWMENT/INVESTMENT RECORDS: ALL ENDOWMENT, IF ANY, AND INVESTMENT RECORDS SHALL BE RETAINED FOR NO LESS THAN SEVEN (7) YEARS FROM THE DATE THEY WERE CREATED OR SUCH LONGER PERIOD, IF ANY, THAT IS REQUIRED BY STATE OR FEDERAL LAW. F)FINANCIAL STATEMENTS: ALL FINANCIAL STATEMENTS SHALL BE RETAINED PERMANENTLY. G)TAX RECORDS: ALL TAX RECORDS SHALL BE RETAINED PERMANENTLY. H)PENSION RECORDS: ALL PENSION RECORDS SHALL BE RETAINED PERMANENTLY. I)INDEPENDENT AUDITOR REPORTS: ALL INDEPENDENT AUDITOR REPORTS SHALL BE RETAINED PERMANENTLY. J)POLICY STATEMENTS OR STRATEGIC PLANS: ALL POLICY STATEMENTS OR STRATEGIC PLANS SHALL BE RETAINED PERMANENTLY. K)EMPLOYMENT RECORDS/PERSONNEL RECORDS: ALL EMPLOYEE RECORDS AND PERSONNEL FILES (INCLUDING, BUT NOT LIMITED TO, ATTENDANCE RECORDS, APPLICATION FORMS, PERFORMANCE EVALUATIONS, PROMOTION RECORDS, TERMINATION PAPERS, I-9S, WITHHOLDING INFORMATION, EXIT INTERVIEW MATERIAL, CONTRACTS OF EMPLOYMENT, AND BONUS RECORDS), SHALL BE RETAINED FOR AT LEAST SEVEN (7) YEARS AFTER TERMINATION OF THE EMPLOYEE OR SUCH LONGER PERIOD, IF ANY, THAT IS REQUIRED BY STATE OR FEDERAL LAW. L)PAYROLL RECORDS: ALL PAYROLL RECORDS AND PAYROLL REGISTERS SHALL BE RETAINED FOR AT LEAST SEVEN (7) YEARS AFTER TERMINATION OF THE EMPLOYEE OR SUCH LONGER PERIOD, IF ANY, THAT IS REQUIRED BY STATE OR FEDERAL LAW. M)GRIEVANCES FILED BY EMPLOYEES: ALL RECORDS RELATING TO GRIEVANCES FILED BY EMPLOYEES WITH THE BOARD OF TRUSTEES, THE ATTORNEY GENERAL, OR ANY OTHER GOVERNMENT AGENCY AND RECORDS RELATING TO THE RESOLUTION OF SUCH GRIEVANCES SHALL ALSO BE RETAINED FOR AT LEAST SEVEN YEARS AFTER TERMINATION OF THE EMPLOYEE OR SUCH LONGER PERIOD, IF ANY, THAT IS REQUIRED BY STATE OR FEDERAL LAW. N)PRESS RELEASES: COPIES OF ALL PRESS RELEASES SHALL BE RETAINED FOR AT LEAST SEVEN (7) YEARS OR SUCH LONGER PERIOD, IF ANY, THAT IS REQUIRED BY STATE OR FEDERAL LAW. O)LEGAL FILES: RECORDS PERTAINING TO LITIGATION SHALL BE RETAINED PERMANENTLY. P)CONTRACTS: ALL CONTRACTS SHALL BE RETAINED FOR SEVEN (7) YEARS AFTER THE TERM OR OTHER EXPIRATION OF THE CONTRACT. Q)DISCLOSURE STATEMENTS: ALL DISCLOSURE STATEMENTS OF TRUSTEES, OFFICERS, OR EMPLOYEES FILED WITH THE CORPORATE GOVERNANCE COMMITTEE PURSUANT TO THE CONFLICT OF INTEREST POLICY SHALL BE RETAINED FOR SEVEN (7) YEARS FROM THE DATE OF SUCH FILING. R)FINANCIAL RECORDS: ALL ACCOUNTS PAYABLE INVOICES, BANK DEPOSIT SLIPS, RECONCILIATIONS AND STATEMENT AND DEPRECIATION SCHEDULES, SHALL BE RETAINED FOR NOT LESS THAN FOUR (4) YEARS. S)JOURNALS: ALL JOURNALS OF ACCOUNTING ENTRIES SHALL BE RETAINED PERMANENTLY. T)CONFEREE TRAVEL DOCUMENTATION: ALL CONFEREE TRAVEL DOCUMENTATION SHALL BE RETAINED FOR NOT LESS THAN SEVEN (7) YEARS. U)FEDERAL GRANT PROPOSALS AND AWARDS: ALL FEDERAL GRANT PROPOSALS AND AWARDS SHALL BE RETAINED FOR NOT LESS THAN SEVEN (7) YEARS. V)INSURANCE RECORDS AND POLICIES: ALL INSURANCE RECORDS AND POLICIES SHALL BE RETAINED PERMANENTLY. W)RETENTION PERIODS PRESCRIBED BY LAW: ANY OTHER DOCUMENT NOT SPECIFICALLY LISTED HEREIN SHALL BE KEPT ACCORDING TO ANY PERIOD OF TIME REQUIRED BY LAW, IF SUCH PRESCRIBED PERIOD OF TIME IS MORE THAN THIS POLICY'S GENERAL RECORD RETENTION PERIOD OF SEVEN (7) YEARS. X)ELECTRONIC MAIL: THE RETENTION PERIOD FOR E-MAIL SENT OR RECEIVED BY THE COMPANY'S EMPLOYEES IN SUCH CAPACITY SHALL BE DICTATED BY THE CATEGORY LISTED ABOVE TO WHICH THE SUBSTANCE OF THE E-MAIL PERTAINS. E-MAIL THAT NEEDS TO BE SAVED SHALL BE EITHER 1) PRINTED IN HARD COPY AND KEPT IN THE APPROPRIATE FILE OR 2) UPLOADED TO THE COMPANY'S SERVERS AND KEPT ELECTRONICALLY OR ON A DISK AS A SEPARATE FILE. WHILE MINIMUM RETENTION PERIODS ARE SUGGESTED ABOVE, THE RETENTION PERIOD MAY BE CHANGED BY THE BOARD OF TRUSTEES. THE EXECUTIVE DIRECTOR WILL OVERSEE THE IMPLEMENTATION AND INTERPRETATION OF THE DOCUMENT MANAGEMENT POLICY. ANY QUESTIONS OR CONCERNS REGARDING THE DOCUMENT MANAGEMENT POLICY SHOULD BE DIRECTED TO THE EXECUTIVE DIRECTOR. THE EXECUTIVE DIRECTOR SHALL REVIEW ANNUALLY THE USEFULNESS OF THE POLICY AND SHALL REVIEW ANNUALLY WHETHER THE POLICY IS BEING EFFECTIVELY IMPLEMENTED. DOCUMENT ACCESSIBILITY: RECORDS THAT THE PUBLIC MAY ACCESS FROM THE COMPANY ARE AS FOLLOWS: A)FORM 1023, ALONG WITH THE DETERMINATION LETTER AND ANY CORRESPONDENCE WITH THE IRS RELATING TO THE ORGANIZATION'S 1023; AND B)FORM 990/990-EZ FOR THE THREE YEAR PERIOD BEGINNING ON THE DUE DATE FOR THE RETURN AND TAKING INTO ACCOUNT ANY EXTENSIONS. 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. THE FIXED SALARY TARGET IS THE 50TH PERCENTILE OF THE NATIONAL PEER GROUP MARKET. EACH POSITION SHALL HAVE AN APPROVED SALARY RANGE KEYED TO PERFORMANCE. THE BONUS OPPORTUNITY IS BASED ON PERFORMANCE AND SHALL BE 0 TO 10 % OF SALARY WITH THE DIRECTOR ELIGIBLE FOR 0 TO 15 % OF SALARY. THE HIGH END OF THE RANGE IS INTENDED TO RECOGNIZE EXCEPTIONAL PERFORMANCE. 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. 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. BUSINESS TRANSACTIONS WITH INTERESTED PERSONS SCHEDULE L, PART IV CHRISTOPHER GRAHAM, ESQ. IS A PARTNER OF THE LAW FIRM EDWARDS, ANGELL, PLAMER & DODGE LLP (EAPD), WHICH PROVIDES LEGAL SERVICES TO GRC. EAPD CHARGES GRC A FAIR RATE FOR THE LEGAL SERVICES THEY PROVIDE AND CHRIS GRAHAM DOES NOT RECEIVE ANY ADDITIONAL COMPENSATION FROM GRC.