I. INTERPRETATION AND OBJECTIVES
This Charter must be interpreted and applied jointly with the other charters and governance policies adopted by the Board of Directors (the “Board”) of Alzamend Neuro, Inc. (the “Company”).
This Charter outlines the purpose, composition and responsibilities of the Scientific Advisory Board (the “Advisory Board”) of the Company.
In carrying out its responsibilities, the Advisory Board’s policies and procedures should remain flexible to enable the Advisory Board to react to changes in circumstances. In addition to such other duties as the Board may from time to time assign, the Advisory Board shall have the following responsibilities:
a) Provide strategic advice and make recommendations to the Board regarding current and planned research and development programs;
b) Advise the Board regarding the scientific merit of technology or products involved in licensing and acquisition opportunities;
c) Provide strategic advice to the Board regarding emerging science and technology issues and trends; and
d) Report to the full Board with respect to significant matters covered at Advisory Board meetings.
e) Act as ambassadors to others from the Alzheimer’s and other neurological disease communities.
a) The Advisory Board will consist of at least five (5) members. The members of the Advisory Board will be appointed by and serve at the discretion of the Board.
b) The members shall be appointed annually by the Board after the annual meeting of the stockholders of the Company or by the Board upon any vacancy during the current year.
c) The CEO of the Company shall name one of the directors as chair of the Advisory Board. If the chair is absent from a meeting, the members of the Advisory Board present shall choose a member among them to act as chair of the meeting.
d) The entire Advisory Board or any individual Advisory Board member may be removed with or without cause by the affirmative vote of a majority of the Board.
e) Vacancies on the Advisory Board shall be filled by the Board if it deems appropriate. The failure to fill a vacancy shall not invalidate the decisions of the Advisory Board, provided that a quorum was reached.
a) A quorum is obtained by the presence at the meeting of a majority of the members of the Advisory Board.
b) There must be a quorum for the entire duration of the meeting to enable the Advisory Board members to validly deliberate and make a decision. However, where a member is temporarily absent from a Advisory Board meeting, he or she is deemed to be present for purposes of establishing a quorum.
a) Meetings of the Advisory Board shall be held at the call of the chair as necessary to enable it to fulfill its responsibilities. Meetings may be called by the Advisory Board chair or the CEO..
b) The notice of meeting for each meeting shall be delivered to each member at least two (2) weeks before the meeting is held. A copy shall be sent to the CEO.
c) The Chair of the Advisory Board must ensure that minutes are kept for each Advisory Board meeting.
d) The Chair of the Advisory Board shall draw up the agenda, shall lead and conduct the meetings, and shall submit the reports and recommendations to the Board.
e) Meetings are held either in the presence of the members, by telephone conference call, or by written resolution signed by all of the Advisory Board members.
f) The Advisory Board may, if necessary, invite any person to attend any meeting and participate in the discussions and review of the Advisory Board’s business. The CEO is automatically invited to attend all meetings and he should withdraw when there is a conflict of interest or an appearance of a conflict of interest.
g) The minutes of every Advisory Board meeting, duly reviewed by the Chair of the Advisory Board and approved by the Advisory Board, shall be kept in a special register maintained for this purpose at the Company’s head office.
h) Once approved, the minutes of every Advisory Board meeting shall be summarized by the Advisory Board Chair at a subsequent meeting of the Board.
The Advisory Board members are entitled to receive compensation, as determined by the Board.
VII. ADVISORS TO THE ADVISORY BOARD
The Advisory Board, with the written approval of the CEO, may retain, at the Company’s expense, advisors as it deems necessary to carry out its duties. The Advisory Board shall have sole authority to retain and terminate any such advisors, including the sole authority to negotiate reasonable fees and retention terms of such advisors. The Advisory Board shall comply with the Company’s then-current level review of contracts and budget reservation procedures.