Blood Science Foundation

“In december 2021 documents were executed between blood science foundation and vitalant when vitalant became the sole corporate member as of januray 1,2022. As such, articles of amendment were filed with the commonwealth of pennsylvania and new by-laws for the foundation occured.”

“Prior to the business transaction executed in december 2021, the board of directors consisted of no fewer than five (5) and no more than nineteen (19) individuals. Two (2) members of the board of directors (who also serve on the vitalant board) were nominated by vitalant and appointed by the board of directors, to serve as ex officio directors with voting rights. To the extent that any individual nominated by vitalant was not acceptable to the board of directors, the board of directors worked in good faith with vitalant's board to resolve whether such individual should be accepted or another individual should be recommended. As the business transaction executed in december 2021, vitalant's board of directors have reserved powers to approve all foundation board members.”

“With the business transaction executed in december 2021, vitalant's board of directors had numerous reserved powers regarding the foundations governance and oprations.”

“Form 990 is reviewed with the board of directors in advance of filing.”

“Each director and each officer shall make timely disclosure to the president and the chairman of the board of his/her "personal interest" in any transaction or proposed transaction known to him/her and to which the corporation, itxm or vitalant, or their subsidiaries or affiliates are or are to be a party. Upon his/her initial election to office, each director shall be furnished a copy of the conflict of interest policy and any related policies adopted by the board. The director or officer shall be required to execute a statement acknowledging: (i) that he/she has read and understands the content thereof; (ii) that he/she has become acquainted with the charitable and community service mission of the corporation, and understands that the corporation must engage primarily in, and dedicate its resources exclusively to, charitable, scientific and educational activities in pursuit of tax exempt purposes under the code; and (iii) that when acting in the capacity of a director or officer, he/she is legally bound to serve the charitable and community service mission of the corporation and not any personal, private or other interest. The board shall annually require that each director and officer execute a statement of reaffirmation as to all the matters set forth above.”

“An independent consultant was engaged to perform a compensation analysis for mr. Giaquinto in 2021. Results were reviewed with board chairman.”

“The organization makes their form 990 and form 1023 available upon request”

“The organization makes their governing documents, conflict of interest policy, and financial statements available in a reasonable amount of time following a written request for inspection.”