Fuller Road Management Corporation

“New york center for research, economic advancement technology, engineering and science corporation (ny creates) is the sole member.”

“Each director of the corporation's member, ny creates, including all ex-officio non-voting advisory representatives, is deemed a director or advisory representative of the corporation by virtue of being a director or advisory representative of the member. The member has no power to control the board's actions.”

“A director shall be automatically removed from the board of directors simultaneous with the director's removal from the board of directors of the member. The by-laws and the certificate of incorporation may be added to, amended, repealed or replaced only by the agreement of the corporation's member. In addition, the following items must be approved first by a majority vote of the corporation's board of directors and then submitted to the member for approval: (i) amendment to the corporation's certificate of incorporation; (ii) approval of a plan of merger or consolidation of the corporation; (iii) approval of a plan of dissolution of the corporation; (iv) approval of a recommendation for the sale of all or substantially all of the assets of the corporation.”

“There are currently no committees with the authority to act on behalf of the governing body.”

“The corporation's form 990 is prepared internally under the review of the president, treasurer and cfo. It is reviewed by the corporation's external auditors. The completed form is distributed to the audit committee and reviewed with management and the external auditor. After the audit committee review, the final form 990 and all required schedules, is distributed to each voting board director and is approved by the board of directors prior to filing the form 990 with the irs.”

“Under the conflict of interest and related party transaction policy, directors, officers and key employees must disclose in good faith and in writing all material facts related to conflicts of interest to the general counsel and/or ethics officer, who will advise how to proceed. The disclosure must be made part of the corporation's official records, including in the minutes of any meeting at which the conflict issue is discussed or voted on. The policy also contains provisions for recusal and abstention. Questionnaires are submitted annually to directors, officers and key employees to determine whether any conflicts of interest or related party transactions exist.”

“For such individuals whose compensation was partially reimbursed by the corporation, the audit committee, which was composed of independent members, considered comparable salary information and documented its decision contemporaneously.”

“All governing documents, policies and financial statements are posted on the corporation's website and are available to the public, upon request, at the corporation's business office.”

“The seven individuals included in form 990 part vii line 1a were paid by unrelated organizations and partially reimbursed by the corporation or a grant. Therefore no employees are reported on form 990 part i, line 5 or part v, line 2a.”