International NetCord Foundation Board of Directors and Members Meeting Minutes Vienna, Austria – March 20, 2010 Board Members: President Etienne Baudoux (M) and Eliane Gluckman (M), Arnon Nagler (M) and Cristina Navarrete (M) Other Member Representatives: Yves Beguin (M), Amir Ali Hamidieh (AM), Matti Korhonen (M), Andrea Meyer (FM), Zuzana Ondrusova (AM), Andreas Papassavas (AM), Fabienne Pouthier (M), Marina Polonska (AM), Paola Rebulla (M), Catherine Stavropoulos-Giokas (AM), Berit Waldner (AM) and Peter Wernet (M) Guests: Michael Boo, Tilmann Burr and Andrée-Laure Herr Staff: _______________ Holger Gressmann, Thomas Joseph and Marmie Kiva ____________________________________________________________ The meeting was called to order by President Etienne Baudoux at 1:00 p.m. Approval of Minutes Approval I. APPROVAL OF MINUTES MOTION: (Gluckman - Nagler) Approve the minutes of the following meetings: Board of Directors – December 4, 2009 Executive Committee – January 10, 2010 – CARRIED II. BUDGET CONSENSUS: Approve the 2010 NetCord Annual Budget. World Cord Blood Congress Member Application CONSENSUS: Approve sponsoring the 2010 World Cord Blood Congress for 5,000 Euros. III. MEMBERSHIP CONSENSUS: Request staff to obtain more information from the Clinical Center of Cellular Technology, located in Russia, regarding allogeneic units and collection processes. Hybrid Banks CONSENSUS: Request that hybrid banks have active allogeneic inventory, along with autologous inventory. Specifically, allogeneic inventory size must be greater than 500 units listed in a registry; must have growth of greater than or equal to 100 units a year; there will be a yearly review of banking activity through WMDA or another source; and must remain a Provisional Member as long as autologous inventory is greater than allogeneic inventory. Bylaws CONSENSUS: Amend the Bylaws for Provisional Member qualifications to include the Hybrid Banks language stated above. CONSENSUS: Amend the Bylaws for Member and Associate Members qualifications to include the following language: must have growth of greater than or equal to 100 allogeneic units a year. CONSENSUS: Require all Officers be from allogeneic public cord blood banks. NetCord Board of Directors and Member Meeting March 20, 2010 Page Two Standing Committees IV. STRATEGIC PLAN MOTION: (Navarrete - Nagler) Request each committee to begin work on its objectives and report back to the Executive Committee in June and December. – CARRIED WBMT Standing Committees Task Force MOTION: (Navarrete - Nagler) Request Dr. Baudoux to represent NetCord on the WBMT Standing Committees. – CARRIED V. WEBSITE CONSENSUS: Request Drs. Baudoux, Gluckman, Rebulla and Mr. Gressmann to work with staff to complete the review and approval of the new NetCord website by April 30, 2010. VI. INFORMATION REPORTS The following informational reports were received: • 2009 Year-End Financial Statements – Mr. Joseph • Virtual Office – Mr. Gressmann • Eurocord Activities and Billing – Mrs. Herr • 2010 World Congress – November 4-7 in Marseille – Dr. Gluckman • ASH Symposium – Dr. Wernet • Cord Blood Collection by Placental Perfusion – Dr. Korhonen VII. ADJOURNMENT The meeting was adjourned at 4:58 p.m. Submitted by Eliane Gluckman By Thomas L. Joseph M – Member AM – Associate Member INTERNATIONAL NETCORD FOUNDATION BYLAWS Restated and Adopted on December 8, 2006 Last amended on March 20, 2010 --------------------------------------------------------------------------------------------------------------------ARTICLE II. MEMBERSHIP Section 1. Membership Categories Membership in the Foundation primarily shall consist of umbilical cord blood banks. Each umbilical cord blood bank (hereinafter “Bank”) shall be in one of three categories: Member, Associate Member and Provisional Member. There also shall be a Corporate Member category for entities that are not Banks. Section 2. Membership Qualifications Member. To qualify as a Member, a Bank must meet the requirements of the NETCORD-FACT International Standards for Cord Blood Collection, Processing, Testing, Banking, Selection and Release, as documented by attaining FACT/NetCord accreditation, or an equivalent standard and accreditation as determined by the Board of Directors and must have growth of greater than or equal to 100 allogeneic units a year. Associate Member. To qualify as an Associate Member, a Bank must be actively engaged in the processing, testing, banking, selection and release of umbilical cord blood for allogeneic transplantation, and have applied for and be in active pursuit of FACT/NetCord accreditation, or an equivalent accreditation as determined by the Board of Directors and must have growth of greater than or equal to 100 allogeneic units a year. Provisional Member. To qualify as a Provision Member: a) a Bank may be in its formative stages but not yet actively engaged in collection, processing, testing, banking, selection and release of umbilical cord blood for allogeneic transplantation; b) a Hybrid Bank with active allogeneic inventory, along with autologous inventory. Specifically, allogeneic inventory size must be greater than 500 units listed in a registry; must have growth of greater than or equal to 100 units a year; there will be a yearly review of banking activity through WMDA or another source; and must remain provisional members as long as autologous inventory is greater than allogeneic inventory; c) a Bank with higher level membership that temporarily suspends banking activities and whose accreditation is therefore suspended may, at the sole discretion of the Board of Directors, be moved back to the Provisional Member category. Corporate Member. Any individual, organization or company that supports the purpose of the Foundation may apply for and, at the discretion of the Board of Directors, be admitted as a Corporate Member. This category of membership is especially appropriate for companies that provide grant support to the Foundation. ARTICLE VI. OFFICERS Section 1. Elected Offices The officers of the Foundation and its Board of Directors shall be a President, Vice President, Secretary, Treasurer and Immediate-Past President. Section 2. Qualification Only members of the Board of Directors that are from allogeneic public cord blood banks are eligible for election to office in the Foundation. An officer’s voluntary or involuntary termination of membership on the Board of Directors will cause an immediate vacancy in the office. No two offices maybe held by the same person.