Downstate Technology Center Inc.

“The organization has two members: The Research Foundation of the State University of New York (ACTING ON BEHALF SUNY HEALTH SCIENCE CENTER AT BROOKLYN) and the Health Science Center at Brooklyn Foundation Inc.”

“Each member of the organization is allowed to elect four trustees. In addition, the members elect two trustees jointly. The trustees direct the management and operation of the corporation.”

“Downstate Technology Center Inc. has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. After the Form 990 has been prepared, reviewed by management and is ready to be filed with the Internal Revenue Service, it is electronically sent to the audit committee and the Board of Trustees for review. Any comments are then grouped, summarized and provided to the outside accountants. Each issue is documented and addressed until the return is finalized and approved for filing.”

“Each Trustee and Officer of Downstate Technology Center, Inc. (DTCI) has a fiduciary obligation to act in the best interests of the corporation. They are required to complete an annual disclosure statement to disclose any interests that could give rise to conflicts. A Trustee or Officer may not participate in any vote on any matter relating to current or proposed DTCI business with any individual or entity with which the Trustee/Officer has a direct or indirect personal or financial interest that may conflict with the proper discharge of the member's Board duties. An indirect personal or financial interest includes any transaction whereby family members may acquire a financial benefit. Relationships with HSCB Foundation, Research Foundation and SUNY Downstate Medical Center are excluded from the required disclosures. The Board of Trustees will determine whether the facts, as disclosed by the Trustee/Officer, constitute a conflict of interest. If the Board determines that a conflict exists, the affected Trustee/Officer shall abstain from voting on the matter. The affected Trustee/Officer may participate in discussions on the matter in question only if asked for information by a majority of the remaining Board members. The affected Trustee /Officer must withdraw from the meeting concerning the matter in question if requested by the remaining Board members. In the event that the conflict involves a vendor for goods or services, the affected Trustee or officer shall not participate in the administration of the transaction. The minutes of the Board shall reflect the actions of the Board of Trustees and the affected Trustee or officer. Such minutes shall include all disclosures of actual and potential conflict.”

“Downstate Technology Center is affiliated with SUNY Downstate Medical Center and the Research Foundation for SUNY, which pay employee salaries directly through their payroll departments. The costs for salary and fringe benefits are then charged back to DTC. Salaries are determined by class and compensation based on grade and position title. The State and Research Foundation system have specific guidelines on salary and grade level based on job responsibilities. David Norton is paid by an unrelated organization, State of New York, for services provided to Downstate Technology Center as Executive Director. He receives a W-2 for his services, as well as retirement contributions, and nontaxable benefits from the unrelated organization. The compensation reported in Part VII, Section A is based on his calendar year compensation for services rendered to the organization. Eva Cramer is paid by an unrelated organization, State of New York, for services provided to Downstate Technology Center as President. She receives a W-2 for her services, as well as retirement contributions, and nontaxable benefits from the unrelated organization. The compensation reported in Part VII, Section A is the portion of her salary and benefits paid by State of New York that is allocated to the Organization for services rendered.”

“Downstate technology center, inc. makes its form 990 available for public inspection as required under section 6104 of the Internal Revenue Code by posting it on guidestar.org and other similar types of websites. In addition, Form 990 as well as the financial statements, governing documents, and conflict of interest policy are available upon written request at 450 Clarkson Avenue, Box 1276, Brooklyn, NY 11203 or by calling the organization directly at (718)-270-8590.”

“The organization has a committee that assumes responsibility for oversight of the audit of its financial statements and selection of an independent accountant. This process did not change from the prior year.”