Cubrc Inc.

“The organization amended its bylaws on march 24, 2022 with the following significant changes: i) the president and chief executive officer of the corporation shall serve as ex-officio, as a non-voting director of the organization. Ii) each director must be at least twenty-five (25) years of age (previously eighteen (18) years of age) and a person with experience in not-for-profit and/or for-profit board governance or in a line of business related or similar to a line of business conducted by the corporation. Iii) the board of directors may, by resolution or resolutions adopted by a majority of the entire board, establish one or more committees. Each committee shall be comprised of at least three (3) member directors representing three (3) different members and at least two (2) elected directors. The following committees shall be committees of the board of directors: a. Governance and nominating committee b. Audit committee c. Compensation committee d. Investment committee iv) the audit committee comprised solely of independent voting directors, shall oversee the accounting and financial reporting processes of the corporation and the audit of the corporation's financial statements. The committee must (1) annually retain or renew the retention of an independent auditor to conduct the audit and, upon completion thereof, review the results of the audit and any related management letter with the independent auditor; (2) review with the independent auditor the scope and planning of the audit prior to the audit's commencement; (3) upon completion of the audit, review and discuss with the independent auditor: (a) any material risks and weaknesses in internal controls identified by the auditor; (b) any restrictions on the scope of the auditor's activities or access to requested information; (c) any significant disagreements between the auditor and management; and (d) the adequacy of the corporation's accounting and financial reporting processes; (4) annually consider the performance and independence of the independent auditor; and (5) report on the committee's activities to the board of directors. V) the officers of the corporation, shall be the chair of the board of director (the "chair"), vice chair of the board of directors (the "vice chair"), president and chief executive officer, and secretary and any such additional officers as the board of directors may deem desirable. The board of directors shall by action of a majority of the entire board of directors appoint the president and chief executive officer. The board of directors shall at its first meeting of a fiscal year elect by a majority vote the chair, vice chair and secretary. Upon approval of a two-thirds vote of the entire board (comprised only of the voting directors, the president and chief executive officer may serve as chair of the board. Vi) the board of directors must approve in advance the amount of any compensation paid to the president and chief executive officer, and the compensation committee shall approve in advance the amount of any compensation paid to any additional officers and employees identified by the board of directors. Before approving the compensation of an officer or employee, the board of directors or compensation committee, as applicable, shall determine that the total compensation to be provided by the corporation to the officer or employee is reasonable in amount in light of the position, responsibility and qualification of the officer or employee for the position held, including the result of an evaluation of the officer's or employee's prior performance for the corporation, if applicable”

“Cubrc, inc. 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 independent directors are elected by a majority vote of 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 the organization's 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 organization requires that each director, officer and key employee provide written updates to their conflict of interest disclosure statement on an annual basis, as required by new york state law. On a regular basis, the board will inquire about any conflicts and resolutions of such.”

“The board of directors must approve in advance the amount of any compensation paid to the president and chief executive officer, and the compensation committee shall approve in advance the amount of any compensation paid to any additional officers and employees identified by the board of directors. Before approving the compensation of an officer or employee, the board of directors or compensation committee, as applicable, shall determine that the total compensation to be provided by the corporation to the officer or employee is reasonable in amount in light of the position, responsibility and qualification of the officer or employee for the position held, including the result of an evaluation of the officer's or employee's prior performance for the corporation, if applicable. In making the determination, the board of directors or compensation committee, as applicable, shall consider total compensation to include the salary, incentive compensation, and the value of all benefits provided by the corporation to the individual in payment for services. From time to time, the board of directors, through the compensation committee, shall obtain and consider appropriate data concerning comparable compensation paid to similar officers and employees in like circumstances. Every three years, the compensation committee engages longnecker & associates, an independent external compensation consulting firm to conduct a study comparing compensation of its top executives to similarly sized not-for-profit and for-profit companies in the research and development/high-tech industry. During the year ending december 31, 2022, the compensation committee engaged longnecker & associates to review the compensation of its top officers and key employees and this information, among other factors were used by the compensation committee when determining compensation.”

“The organization will make information available upon request.”

“Other various professional fees: program service expenses 0. Management and general expenses 49,231. Fundraising expenses 0. Total expenses 49,231. Sub-contractors assisting with technical and scientific research.: program service expenses 5,226,319. Management and general expenses 0. Fundraising expenses 0. Total expenses 5,226,319.”

“Loss from oriana, inc. -7,094.”

“The organization has an audit committee, which was formally added to its bylaws as amended on march 24, 2022 (see schedule o), 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.”

“The organization adopted the guidance of fasb asu 2016-02 (leases) on january 1, 2022 and the cumulative-effect adjustment to equity for asc 842 implementation was $162,256. This was recorded as a prior period adjustment of the organization's financial statements.”