A. Purpose
The purpose of the Research Advisory Council is to provide advice and make recommendations to the Board of Directors on all research and peer review issues.

B. Duties

• Develops and oversees the peer review process for recommendation to and approval by the Board, including the:
  • Development and approval of terms of reference for all peer review bodies
  • Appointment of peer review body members
  • Review of peer review committee rankings, and
  • Development of recommendations for the distribution of funding across committees.
• Develops and evaluates new program and scientific initiatives for recommendation to and approval by the Board.
• Considers and makes recommendations on any issues referred by the Board.
• Develops temporary task forces or working groups to evaluate and make recommendations on health research initiatives as requested by the Board.
• Makes recommendations to the Board for RAC membership appointments and for appointments to the positions of Chair and Vice Chair.
• Ensures adherence to, abides by and upholds all Foundation policies and procedures (e.g. Conflict of Interest).

C. Membership
The Research Advisory Council members are selected to provide broad representation of health research sectors as defined by the Canadian Institutes of Health Research (biomedical research; clinical research; research respecting health systems and health services; research on societal, cultural, and environmental influences on health and the health of populations) and across health research organizations.

• In addition to the Members of the Council, one or more Directors of the Foundation shall attend each meeting of the Council on an ex-officio, non-voting basis. The purpose of this participation shall be to enhance communication and to promote a positive, productive working relationship between the Board and the RAC.
• Members are normally appointed for a single two-year term, with the option of an additional one or two-year term if they assume the position of Chair or Vice Chair, to an overall maximum of four consecutive years membership. Former members may be reappointed after a break in service of at least one calendar year.
• In extraordinary circumstances, a Member’s appointment may be terminated on the authority of a majority vote of the Board of Directors.
• All members have one vote, except for the Chair, who will vote only in the event of a tie.
• Members and the Chair and Vice Chair are appointed by the Board on the recommendation of Senior Management in consultation with the RAC.
• The Chair of the RAC shall serve for a term of two years or until the next Chair is appointed. The Chair:
• Ensures integrity of RAC processes.
• Maintains a positive working relationship with RAC members and ensures that new members are oriented to the RAC.
• Promotes a positive working relationship between the RAC and the Board.
• Ensures that an RAC self-evaluation is completed annually.
• Serves ex-officio as a non-voting member of the Board and makes regular reports thereto on behalf of the RAC.
• The Vice Chair of the RAC shall serve a minimum of a one year term. The Vice Chair:
• Acts on behalf of the Chair in his/her absence.
• Prepares to assume the role of Chair.
• In prolonged absences of the Chair (more than one month), assume all accountabilities of the Chair.
• The President & CEO and/or the Senior Vice-President, Corporate Services & Programs may attend all meetings of the RAC but are not voting members.

D. Operational Protocol

• The RAC will meet a minimum of four times per year, with additional meetings as required at the call of the Chair.
• In extraordinary circumstances, a special meeting of the RAC may be convened:
• upon the request of the Board of Directors, or
• if at least 25% (twenty-five percent) of voting members request such a meeting by application in writing to the Chair.
• A quorum is 50% of the voting members plus one.
• Time and duration of meetings will be determined by the Chair in consultation with staff.
• Agenda packages will be circulated on paper and/or electronically to members no later than five working days in advance of meetings.
• A simple majority (50% of voting members plus one) shall constitute a majority for the purpose of RAC votes.
• Delegates to the Council are not allowed.
• Administrative support for the Council is provided by the office of the Senior Vice-President, Corporate Services & Programs.
• All members of the Council are expected to maintain confidentiality with respect to all business of the Council, including but not limited to maintaining confidentiality of documentation and minutes.

E. Documentation Protocol
Minutes will be circulated to all Council members following each meeting, no later than with the agenda package for the subsequent meeting. Minutes and all other Council business documentation are to be considered confidential by members unless expressly indicated otherwise by the Chair.

F. Evaluation Protocol
Annually, the Council will review its goals and objectives, performance and Terms of Reference and report to the Board on this review. The report will include any resulting recommendations for changes to the Terms of Reference, as well as advice on Foundation Peer Review activities and processes.

APPROVED: January 25, 2008, Board of Directors