CORAR

Council on Radionuclides and Radiopharmaceuticals, Inc.

CORAR advocates for public policies that impact health care, transportationsafety, homeland security, and manufacturing in an effort to expandaccess to safe and affordable health care treatments for all.

CORAR Continuing Resolutions, Policies, and Guidelines

I.  OFFICERS OF THE CORPORATION

A. Term of Officers:  (April 16, 1997)  The term of office for CORAR Corporate Officers (Chairman of the Board,  Vice Chairman, and Secretary/Treasurer) shall be from January 1 to December 31.

B. Tenure of Officers: May 11,2011)  The tenure of the positions of Chairman of the Board, Vice Chairman, or Secretary/Treasurer) shall be limited to three consecutive terms in the same position.

C. Sponsorship Authorization Guidelines  (April 22, 1998)

1)  Symposia:  When invited, CORAR may participate as a cosponsor of a public meeting or symposium: a) upon a recorded consensus vote of the CORAR Corporate officers (Chairman, Vice Chairman, and Secretary/Treasurer) and b) provided that such participation has no adverse financial impact upon CORAR.

2)  Information Letter:  CORAR may mail information on an FDA product approval to appropriate Federal, State and Local Agencies when requested to do such by the interested party/company or when deemed appropriate to CORAR’s mission and objectives: a) upon a recorded consensus vote of the CORAR Corporate officers (Chairman, Vice Chairman, an

d Secretary/Treasurer) and b) provided that such participation has no adverse financial impact upon CORAR.

II. COMMITTEES

A. Committees of the Board and Special Interest Committees  (May 11, 2006)

A Committee of the Board is to address generic issues, in the radiopharmaceutical and radionuclide arenas, that have a significant impact on the businesses of a majority of the CORAR members. Generic issues that have a significant impact on the businesses of less than a majority of the CORAR members may be addressed by a Committee of the Board with the approval of the members of that specific Committee of the Board. Issues that have a significant impact on at least two but less than a majority of the CORAR members may, with the approval of the Board, be the subject of a Special Interest Committee and function under the umbrella of CORAR in accordance with the CORAR Bylaws and Continuing Resolutions and ethical business practices.

B. Nomination Committee

1. Nominating Committee Composition: (April 24, 1996)  The Nominating Committee consists of the Chairman of the Board and two Full Members who do not hold the positions of Vice Chairman or Secretary/Treasurer.

2. Positions to be Nominated by the Nominating Committee: (April 24, 1996)  The Nominating Committee nominates the Association Officer Positions (Chairman of the Board, Vice Chairman, Secretary/Treasurer) and two Full Members for the Nominating Committee for the subsequent year. Members of the Nominating Committee are eligible to become an Association Officer for the subsequent year.

C. Terms of Committee Co-Chairmen (July 1, 2008):   A Committee of the Board shall have two (2) co-chairmen elected by the members of the Committee for a term of two (2) years. The term of each co-chairman is to begin in alternate years.

III. CORAR MEMBERSHIP

A. New Member Criteria  (May 7, 2008) The following criteria for membership in CORAR be as follows: 1) companies in the United States and Canada which manufacture and/or distribute radiopharmaceuticals, sealed sources, and radionuclides; 2) primarily used in the fields of medicine and of life sciences; 3) agrees to actively participate in the activities of CORAR; and; 4) has a corporate/company/business mission that is in concert with the mission and activities of CORAR.

B. Review and Acceptance Process for New Members:  (June 9, 1993)  The review and acceptance process for new members be as follows: The Executive Director: 1) reviews all applications to substantiate that the applicant fulfills the membership requirements and would be a member in good standing;  2) submit his/her recommendation(s) to the Board of Directors for consideration and judgment; and 3) the members of the Board of Directors vote on the membership application. A vote of greater than 2/3 of the number of Directors is required for membership approval.

C. Reinstatement of Former Members: (October 18, 1995)  Prior members of CORAR are to be reinstated without incurring a New Member Enrollment fee.

D. New Member Enrollment Fees:  (October 13, 1994)  Effective October 13, 1994, the one time, non-reimbursable, membership enrollment fee is to be assessed, on all Corporations who become members of CORAR after October 13, 1994, according to the following scale:

                             Annual U.S. Sales                                       Membership Entry Fee

                             Less than $10 million                                 $5,000

                             Between $10 and 50 million                   $7,500

                             Greater than $50 million                          $10,000

E. Annual Meeting of the Members:  (April 16, 1997) The Annual Meeting of the Members shall be held during the 4th Quarter of each year.

IV. FINANCIAL

A. Reserve Funds:  (May 11, 2006)  A "Reserve Fund" is to be built at a rate of $20,000 per year until the "Reserve Fund" is 50% of the Corporate budget.

B. New Member Enrollment Fee:  (October 18, 1995) Effective October 18, 1995, the enrollment fee from a new member is to be placed into the RESERVE Account.

C. CORAR Investment Program:  (October 18, 1995)  The Board of Directors directed the Executive Director to implement an investment program which: 1) minimizes the money in the checking account (but maintains an adequate amount to cover bills); and 2) maximizes investments into safe investments.

D. Budget Control Policy:  The following budget control policy applies to the CORAR Budget.

1). Unbudgeted Expenses: (December 8, 2010)   (No line item exists in the approved Budget) Before incurring an unbudgeted expense, prior approval is required according to the following criteria:  a) unbudgeted expenses up to an accumulative sum of 3% of the total Budget must be approved in writing by the CORAR Chairman of the Board; b) unbudgeted expenses exceeding an annual accumulative sum greater the 3% of the total Budget must be approved by a simple majority of the CORAR Directors.

2)  Variances in a Budgeted Expense  (May 11. 2011) A specific line item exists in the approved Budget. Residual funds in a budgeted line item may be transferred to other budgeted line items provided the sum of the projected annual expenditure for affected line items does not exceed the sum of the annual budget for those line items. The CORAR Chairman of the Board must approve such transfer of funds in writing. Expenditures exceeding 3% of a budgeted item must be approved in writing by the Chairman of the Board. Expenditures exceeding 10% of a budgeted item must be approved by a simple majority of the CORAR Directors.

3) Attendance at Meetings: (May 1, 2002) Attendance at a meeting must be preapproved by the Chairman (e.g. Chairman of the Board of Directors, Chairman of a committee of the Board, or the Chairman of a special committee) who shall be responsible for approving reimbursement for travel expenses.

E. Internal Controls: (December 11, 2002)  1) The Chairman of the Board of Directors will periodically review reconciled bank statements, canceled checks and appropriate invoices, and initial and date the review. 2) The bank statement reconciliation process is to be documented every month using the back of the bank statement format. 3) A dishonesty bond to the Directors' and Officers' insurance policy was not deemed necessary because current practices are considered adequate.

V.           CORPORATE ASSOCIATIONS

A. Designated CORAR Representatives

1. One-Year Appointment   (April 12, 2000) The Chairman of the Board may appoint, or one year or less, a CORAR Director or a CORAR Director's delegate to represent CORAR to the following: 1) a committee of a professional society or other trade organization; 2) a government regulatory and legislative agency/body; and 3) a functions/meeting that requests CORAR representation/participation.

2. Appointment Greater Than One Year  (April 12, 2000) The Board of Directors may

 appoint a CORAR Director or a CORAR Director's delegate to represent CORAR to the following: 1) a committee of a professional society or other trade organization; and 2) government regulatory and legislative agencies/bodies.

VI.          CONFLICT OF INTEREST POLICIES: 

A. Conflict of Interest Policy for Counsel and Consultants (March 12, 2007)

1. Policy:  It is the policy of CORAR that all counsel and consultants to CORAR shall not represent a party in a matter involving the same subject on which they have previously represented or are presently representing CORAR in a manner that results in the lawyer or consultant taking a position contrary to the position taken by the lawyer or consultant on behalf of CORAR. The lawyer or consultant shall not use confidential information obtained from CORAR or one of its members against the interests of CORAR or any of its members without the consent of the party supplying the confidential information. This policy applies to the individual lawyer or consultant and not to any other person in their firm.

2. Enforcement of Policy:  (May 9, 2007) Consultants to be engaged by the Board or any committee are to be asked to sign CORAR’s Conflict of Interest Policy. Majority affirmative votes of the members of the CORAR Board of Directors are required to engage any consultant who refuses to sign the CORAR Conflict of Interest Policy. Requests for a vote are made to the Chairman of the Board.

B.  Conflict of Interest Policy for Officers and Directors of the Corporation (December 10, 2008)

1. Purpose:

 The purpose of this conflict of interest policy is to protect the interests of this tax-exempt organization, when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of CORAR (Council of Radionuclides and Radiopharmaceuticals, Inc.) or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

2. Definitions:

a. Interested Person:  Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

b. 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 CORAR has a transaction or arrangement,

(2). A compensation arrangement with any entity or individual with which CORAR has a transaction or arrangement, or

(3). A proposed ownership or investment interest in, or compensation arrangement with, any entity or individual with which CORAR is negotiating a transaction or arrangement. Compensation includes direct or indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Section 3, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

3. Procedures:

a. 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 directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

b. The remaining board or committee members shall decide if a conflict of interest exists.

c. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. If the board determines that a conflict of interest exists, the board shall take action it deems appropriate to address the conflict and protect CORAR’s interest.

VII.         USE OF CORAR NAME (May 3, 2004)

Member Companies and Directors of CORAR may not utilize the CORAR name in connection with any Member Company’s products or services without the specific approval of the Board of Directors.

VIII.        CLIENT/ATTORNEY PRIVILEGE (December 6, 2006)

To maintain Client/Attorney Privilege during Board of Directors and CORAR committee meetings when confidential information is to be discussed, the meeting is to be open only to CORAR members and all guests will be asked to leave the meeting. To assist in identifying confidential subjects and issues, CORAR counsel will review all committee meeting agendas for recommended actions for committee chairmen. In addition, it was the consensus of the Board that except in extraordinary circumstances, CORAR committee and Board business meetings should be attended only by CORAR members. A session to hear outside speakers can be held separate from committee and board meetings to which non-members of CORAR can be invited.

IX           CONTRACTS (May 11, 2011)

A.  Approval Process

1) All contacts for services to CORAR must be signed on behalf of CORAR by a Corporate Officer of CORAR.

2)  All contracts must be reviewed by the CORAR General Counsel before execution on behalf of CORAR.

3) Conflict of Interest Policy must be signed before the contract is executed on behalf of CORAR.

B.  Expenditure Control

1) The following terms in Item 2 must be included in all engagement letters and contrasts.

2) CORAR and contractor agree the contracted engagement will result in fees and costs not to exceed a specified amount to be paid by CORAR. However, if at any time the contractor believes its fees and costs for the contracted engagement will be higher than the agreed upon fees and costs, the contractor must notify CORAR and CORAR will determine whether it is willing to pay a higher amount. Approval for such additional expenditure must be approved by a majority of the contracting committee and subsequently by the Board of Directors.

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