Cubrc Inc.

“Change in membership: cubrc, inc. Changed from a two member corporation to a four member corporation. The four members are the research foundation of the state university of new york, james h. Cummings foundation inc., john r. Oishei foundation and the margaret l. Wendt foundation. The four members appoint the directors of the board. Change in composition of board of directors and officers: the board of directors will be comprised of 11 directors. Each member will appoint two natural persons to be a director and three natural persons will be elected by majority vote of the members. The board of directors shall at its annual meeting from among its number elect by a majority vote the chair, vice chair, secretary, and treasurer; the chair and vice chair shall serve in their respective positions for no more than five (5) consecutive years. The board of directors shall by action of a majority of the entire board of directors appoint the president and chief executive officer who shall serve at the pleasure of the board of directors; the president and chief executive officer shall not be a member of the board of directors. Additional officers shall be appointed by action of the board of directors. Change in director qualifications: each director must be (a) a natural person, (b) at least eighteen years of age, and (c) a u.s. Citizen. No more than two directors may be trustees, directors, officers, managers, or owners (other than as a minority shareholder or owner of an equity interest of not more than 3% of a company the equity interests of which are publicly traded on a nationally recognized stock exchange or over the counter) of, or hold similar such positions with, the same corporation, association, partnership, limited liability company, or institution or any relationship that would cause the corporation to be affiliated with another corporation, association, partnership, limited liability company, or institution. Changes in quorum voting: quorum voting will require at least a majority of the directors. The affirmative vote of a majority of the directors, if a quorum is present at that time, shall be the act of the board of directors on any question that may come before the meeting. Changes to compensation: reasonable compensation - it is the policy of the corporation to pay no more than reasonable compensation for personal services rendered to the corporation. The directors and officers (with the exception of the president and chief executive officer and any additional officers appointed by the board of directors) shall not receive compensation for fulfilling their duties as directors and officers, but may be reimbursed for actual out-of-pocket expenses which they incur in order to fulfill their duties as directors and officers. Expenses of spouses or family members will not be reimbursed by the corporation unless the expenses are necessary to achieve a corporate purpose. Approval of compensation - the board of directors must approve in advance the amount of any compensation of the president and chief executive officer and any additional officers identified by the board of directors. Before approving the compensation of an officer, the board of directors shall determine that the total compensation to be provided by the corporation to the officer is reasonable in amount in light of the position, responsibility and qualification of the officer for the position held, including the result of an evaluation of the officer's prior performance for the corporation, if applicable. In making the determination, the board of directors shall consider total compensation to include the salary and the value of all benefits provided by the corporation to the individual in payment for services. At the time of the discussion and decision concerning an officer's compensation, the officer shall not be present in the meeting. The board of directors shall obtain and consider appropriate data concerning comparable compensation paid to similar officers i”

“Cubrc is a not for profit corporation with four members, the research foundation of the state university of new york, james h. Cummings foundation inc., john r. Oishei foundation and the margaret l. Wendt foundation. The four members appoint the directors of the board.”

“The four members each appoint two representatives to the board of directors; and 3 independents are by a majority vote elected by the members.”

“The organization distributes a copy of the 990 to the audit committee for review and approval. Upon approval by the audit committee a copy of the 990 is then posted on a website accessible by the board members for their review.”

“The conflict of interest policy is part of its code of business ethics policy. This policy is signed by each employee upon employment with cubrc as well as by each board member. The policy states that if there are any questions or instances of suspected/anticipated conflict, it is the employee's responsibility to bring it to the attention of the executives of the organization, or if it involves the executives, to the board of directors for discussion. The board regularly inquired about any conflicts and resolutions of such.”

“Organization's ceo, executive director and top management officials: ceo's compensation is reviewed and approved annually by the compensation committee, a group comprised of 5 independent directors appointed annually by the board. Compensation data as well as corporate wide statistics are provided to the committee for use in determining the ceo's compensation. Every three years, the compensation committee engages an independent external consultant (longnecker & associates) who specializes in not for profit organizations. Longnecker & associates was engaged in 2012 and conducted a study comparing compensation of the top six executives, including the ceo, to similarly sized not for profit and for profit companies in the research and development/hi tech industry. Other officers or key employees: the ceo determines other officers' and key employees' salaries. The ceo determines this based on job requirements, market data for like positions, and employee's performance. Compensation data of the officers and key employees is provided to the compensation committee for informational purposes. In 2012 the compensation committee engaged longnecker & associates, an independent external compensation consulting firm, to review the compensation of the officers and key employees. Longnecker & associates reported back to the compensation committee with comparable data for analysis.”

“The organization will make information available upon request.”

“Other various professional fees: program service expenses 110,102. Management and general expenses 3,341. Fundraising expenses 0. Total expenses 113,443. Sub-contractors assisting with technical and scientific research.: program service expenses 15,726,435. Management and general expenses 0. Fundraising expenses 0. Total expenses 15,726,435.”

“The organization has an audit committee which is responsible for overseeing the company's accounting and financial reporting processes and being well informed about financial operations, reporting, internal control systems, compliance and related matters. The audit committee also has responsibility for selecting, retaining and terminating when appropriate, the independent auditor, and determining the compensation of the independent auditor.”