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Duties and Responsibilities of Corporation Members

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Membership
Corporation Members are elected by the Board of Trustees on such terms and conditions as the Board specifies. All Trustees are automatically elected Corporation Members. The maximum number of elected Corporation Members at any one time is limited by the Bylaws of the Corporation to one hundred twenty.

The term of a newly elected Corporation Member is three years. If re-elected by the Board, each successive term is six years, without limit to the number of terms. A Corporation Member will be eligible to be elected an Honorary Member at the first annual meeting following his or her 75th birthday. The Board will consider the recommendations of the Committee on the Board when electing retiring Corporation Members as Honorary Members.

No person, who is or was a member of the Scientific Staff of the Institution, should be elected a Honorary Member if at the time there are at least five Honorary Members who are or have been members of such Staff.

Duties and Responsibilities
Corporation Members are formally assigned responsibility in the bylaws to “assure that the Corporation accomplishes its mission in the public interest.” In order to meet that responsibility, they must be fully informed about all aspects of the Institution’s research activities to offer effective counsel. They are expected to attend all joint meetings of the Board and Corporation, to participate in discussions and vote at such meetings.

Corporation Members should strive to become informed ambassadors and advocates to increase external recognition and forge new connections that help sustain and increase both public and private support for the Institution.

The governance role of Corporation Members is to elect Trustees. Due diligence before casting a vote to elect requires familiarity with the background and qualifications of candidates for the Board of Trustees as recommended by the Committee on the Board according to a matrix of needs for specific skills and experience. Corporation Members are therefore encouraged to bring questions about Trustee candidates to the Committee on the Board.

Corporation Members should also strive to identify and recommend to the Committee on the Board new candidates for election to the Board and Corporation and, when nominating a candidate, to assist the Committee on the Board with recruitment, orientation and mentoring.

Participation on Committees
Corporation Members are eligible to serve on all charter, advisory and special committees. However, in accordance with the bylaws of the Corporation, a Corporation Member may not serve as a chair on a charter committee, and, in matters where a charter committee is exercising powers of the Board of Trustees, Corporation Members will not be counted in any vote on such matters. Corporation Members are eligible to serve as chairs on advisory and special committees.

Through regular conversations with the Committee on the Board, Corporation Members are encouraged to make known their specific interests and ideas for how they can best serve the Corporation.

Philanthropy
While participation in terms of time and talent are equally important, Corporation Members are expected to make the Institution a personal philanthropic priority and to give to the annual unrestricted fund every year.

For every Corporation Member, the target expectation for an annual gift is $10,000, or a gift reflecting one’s best effort according to individual resources, whether such effort is through personal giving alone or in combination with fund-raising advocacy.

The annual fund gift is understood to be separate and apart from estate planning gifts and gifts to special projects or comprehensive campaigns that require additional effort.

Last updated: December 15, 2011