Fnub Inc.

“FORM 990, PART VI, LINE 4 The by-laws of the corporation were amended on October 30, 2017 (previously amended on March 4, 2016). The updates to the by-laws are as follows. Article II, Section 13 has been amended for the updates to Section 102(a)(21) of the NPCL as of May 27, 2017. This section has also removed the verbage stating that the Audit Committee of the UB Foundation, Inc., will oversee FNUB's conflict of interest and whistleblower policy. FNUB must have its own Board or Board committee handle its conflict of interest and whistleblower policy matters, although input from the UB Foundation Audit Committee may be requested. Article II, Section 14 was added to define the corporation's policy on Confidentiality. Article II, Section 2, Committees of the Board, now includes that members of each committee of the Board, except for the Executive Committee, shall be appointed by a majority vote of the Board, a quorum being present and that members of the Executive Committee shall be appointed by majority vote of the entire board. Article II, Section 2, Committees of the Corporation also added that members of each committee shall be appointed by a majority vote of the Board, a quorum being present. Article IV, Section 1, Officers - The following was added that an employee of the Corporation shall serve as Chair of the Board or hold any other title with similar responsibilities only if the employee's service is approved by a two-thirds vote of the entire Board and the Board contemporaneously documents in writing the basis for its approval.”

“Form 990, Part VI, Line 11b After the Form 990 has been prepared and completed internally it is reviewed by the organization's management. An external review of the 990 is then performed by the organization's outside accountants (KPMG). The organization's board of directors has delegated the review process to the audit committee of the University at Buffalo Foundation, Inc., an affiliated entity. The Form 990 is discussed at a meeting of the audit committee prior to filing the return. Upon completion of their review, it is provided to the full board of directors, also prior to the filing of the return with the internal revenue service.”

“Form 990, Part VI, Line 12c All directors and officers of the organization are required to complete a written conflict of interest disclosure statement on an annual basis. All directors and officers are also required to provide any updated information on potential conflicts that arise prior to the completion of the disclosure statement. All disclosure statements are reviewed by the organization's management and legal counsel. All situations that are deemed to represent a conflict as described in the organization's conflict of interest policy are reported to the board chair. The conflicted individual must recuse himself or herself during the discussion of and voting on an action that involves the identified conflict.”

“Form 990, Part VI, Line 19 The finanical statements, governing documents, and conflict of interest policy are available upon request. In addition, the financial statements are available on the organization's website and the form 990 is available at www.guidestar.com.”