Creative Testing Solutions

“SIGNIFICANT CHANGES TO CREATIVE TESTING SOLUTIONS (THE "CORPORATION") BYLAWS EFFECTIVE JANUARY 1, 2013: 1. A BUSINESS PURPOSE OF THE CORPORATION WAS ADDED AS FOLLOWS: TO ESTABLISH AND OPERATE BLOOD DONOR LABORATORY TESTING FACILITIES, AND TO PROVIDE BLOOD DONOR TESTING SERVICES TO BLOOD CENTERS, HOSPITALS, CLINICS, AND OTHER HEALTHCARE CUSTOMERS IN THE UNITED STATES AND CANADA, AND FOR THE PURPOSE OF ENGAGING IN ALL ACTIVITIES AND TRANSACTIONS THAT ARE NECESSARY IN FURTHERANCE OF THAT PURPOSE. 2. THE NUMBER OF MEMBERS OF THE CORPORATION CHANGED FROM TWO TO THREE. THE THREE MEMBERS, ALONG WITH THEIR PERCENTAGE INTEREST IN THE CORPORATION, WERE CHANGED TO: BLOOD SYSTEMS, INC. ("BSI") (70%), ONEBLOOD, INC. (FORMERLY KNOWN AS FLORIDA BLOOD SERVICES) (25%), AND THE INSTITUTE FOR TRANSFUSION MEDICINE ("ITXM") (5%). 3. THE QUALIFICATIONS TO RETAIN STATUS AS A MEMBER OF THE CORPORATION WERE AMENDED. TO CONTINUE AS A MEMBER IN GOOD STANDING, A MEMBER MUST NOT HAVE DISSOLVED, LOST ITS QUALIFIED STATUS AS A TAX-EXEMPT ORGANIZATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, HAD ITS CORPORATE STATUS ADMINISTRATIVELY REVOKED, OR BEEN FOUND BY JUDICIAL DETERMINATION TO BE IN MATERIAL BREACH OF A CONTRACT WITH THE CORPORATION TO WHICH THE MEMBER IS A PARTY. 4. THE PROVISION CONCERNING DISTRIBUTION OF EARNINGS HAS BEEN AMENDED. DISTRIBUTIONS TO THE CORPORATION'S MEMBERS ARE NOW MADE BASED ON PERCENTAGE INTEREST, WITH THE EXCEPTION OF ANY ACCUMULATED AND UNDISTRIBUTED EARNINGS EARNED PRIOR TO ITXM'S ADMISSION AS A MEMBER, WHICH ARE TO BE DISTRIBUTED SOLELY TO BSI AND ONEBLOOD. 5. THE NUMBER OF DIRECTORS OF THE CORPORATION WAS CHANGED TO BETWEEN 9 AND 15 DIRECTORS. AT ALL TIMES BSI MAY APPOINT THE MAJORITY OF THE DIRECTORS OF THE CORPORATION. ONEBLOOD MAY APPOINT 3 DIRECTORS. ITXM MAY APPOINT ONE DIRECTOR. THE BOARD MAY ALSO CONTAIN UP TO 3 INDEPENDENT DIRECTORS WITH NO AFFILIATION TO ANY MEMBER. 6. APPROVAL OF DIRECTOR COMPENSATION CHANGED FROM REQUIRING THE APPROVAL OF ALL MEMBERS TO REQUIRING ONLY THE APPROVAL OF BSI AND ONEBLOOD. MOST DECISIONS OF THE CORPORATION MAY BE APPROVED BY A MAJORITY OF A QUORUM OF DIRECTORS. HOWEVER, CERTAIN ACTIONS REQUIRE APPROVAL BY SOME OR ALL OF THE CORPORATION'S MEMBERS. a. THE FOLLOWING CORPORATE ACTIONS REQUIRE UNANIMOUS APPROVAL BY THE MEMBERS: i. REMOVAL OF A DIRECTOR APPOINTED BY A MEMBER OTHER THAN BY THE MEMBER THAT APPOINTED THE DIRECTOR TO BE REMOVED; ii. ANY WAIVER OF ANY OF THE PROVISIONS OF THE BYLAWS THAT GRANT SPECIFIC RIGHTS TO ALL MEMBERS; iii. ANY OF THE FOLLOWING AMENDMENTS TO THE ARTICLES OF INCORPORATION AND BYLAWS: 1. ANY AMENDMENT THAT PURPORTS TO (I) LIMIT, REDUCE OR ELIMINATE THE FIDUCIARY DUTIES, LIABILITIES, OR OBLIGATIONS OF BSI OR ONEBLOOD (THE "MAJORITY MEMBERS") TO ANY OTHER MEMBERS (THE "MINORITY MEMBERS"), OR (II) WOULD DISPROPORTIONATELY DIVEST OR DIMINISH THE RIGHTS OF, OR OTHERWISE DISPROPORTIONATELY DISADVANTAGE OR DISCRIMINATE AGAINST, ANY MINORITY MEMBER WITH RESPECT TO ITS MEMBERSHIP INTEREST IN RELATION TO ANY OTHER MEMBER INTERESTS, OR INCREASE THE LIABILITIES OR OBLIGATIONS OF ANY MINORITY MEMBER; 2. ANY AMENDMENT THAT CHANGES THE BUSINESS PURPOSE OF THE CORPORATION; 3. ANY AMENDMENT THAT CHANGES THE CORPORATION'S STATUS AS A MEMBERSHIP CORPORATION; 4. ANY ELECTION OR ACTION TAKEN BY THE CORPORATION WITH KNOWLEDGE THAT IT WILL CAUSE THE CORPORATION TO LOSE ITS STATUS AS AN ORGANIZATION EXEMPT FROM FEDERAL INCOME TAXATION PURSUANT TO SECTION 501(C)(3). b. THE FOLLOWING CORPORATE ACTIONS REQUIRE THE APPROVAL OF BSI AND ONEBLOOD: i. APPROVAL OF THE CORPORATION'S OPERATING BUDGET AND CAPITAL BUDGET, AND ANY MATERIAL CHANGE TO THE CORPORATION'S OPERATING BUDGET AND CAPITAL BUDGET; ii. APPROVAL OF OR ANY MATERIAL CHANGE TO THE CORPORATION'S STRATEGIC PLAN; iii. ANY CHANGE IN THE MEMBERS (OTHER THAN A CHANGE IN THE CORPORATION TO A NON-MEMBERSHIP CORPORATION), INCLUDING ADMISSION OF A NEW MEMBER OR THE TRANSFER BY A MEMBER OF ITS MEMBERSHIP INTEREST TO ANY PERSON”

“CREATIVE TESTING SOLUTIONS HAS FOUR NONPROFIT CORPORATE MEMBERS: BLOOD SYSTEMS, INC., THE INSTITUTE FOR TRANSFUSION MEDICINE ("ITxM"), PUGET SOUND BLOOD CENTER ("PSBC") AND ONEBLOOD, INC.”

“The board of directors consists of no less than 11 and no more than 17 directors appointed by the members (blood systems, inc., the institute for transfusion medicine, oneblood, inc., and puget sound blood center). Blood systems, inc. Shall be entitled to designate a majority of the number of directors at all times.”

“CERTAIN ACTIONS AND DECISIONS OF THE CORPORATION REQUIRE PRIOR UNANIMOUS APPROVAL FROM EACH OF THE FOUR MEMBERS (BLOOD SYSTEMS, INC., ITxM, PUGET SOUND BLOOD CENTER AND ONEBLOOD, INC.) PER THE BYLAWS.”

“The form 990 is prepared by an outside accounting firm based on information provided by the cfo. A copy of the draft form 990 and schedules is supplied to all board members prior to the meeting held to accept the returns. Members of management review the form 990 with the board and are available for answering questions. Any comments from the board are considered prior to filing the form 990 with the irs.”

“Each year, the board of directors and senior management are required to sign and return a conflict of interest form to company counsel. Any conflicts disclosed are discussed in executive session with the board and resolved. In addition, in preparation for the form 990 filing, the directors, officers and key employees identified are required to respond to a comprehensive conflict of interest and family relationship questionnaire. Any conflicts disclosed are discussed with the board and disclosed appropriately on the form 990.”

“Blood systems, inc. (bsi) maintains the records of creative testing solutions (cts). Since cts maintains no records, it has not adopted a document retention and destruction policy itself. Instead cts records are maintained under the document retention and destruction policy of bsi.”

“Creative testing solution relies on the methods used by bsi in establishing compensation paid to the president including: compensation committee, independent compensation consultant, compensation survey or study, and approval by the board or compensation committee of creative testing solutions.”

“The form 990 is made available on the company's intra-net for all operating locations to access. Upon request, the form can be printed or viewed on-line. Upon written request to the chief financial officer, a copy of the form 990 will be mailed to the requestor. The governing documents and conflict of interest policy are not made available to the public. The organization's combined financial statements are made public via the annual report posted on the blood system website.”

“4a) donor testing blood donor testing services provided by creative testing solutions are essential to ensuring the safety of the nation's blood supply. These testing activities are absolutely necessary and mandated by the united states food and drug administration ("fda") to provide a safe blood product for transfusion to patients. Due to the significant health risks associated with the use of human blood and blood components, it is critical for public safety purposes that blood be properly tested before being introduced into the healthcare system for use by patients. A safe blood supply is critical to the well-being of the nation's healthcare system and its patients. The significance of the testing of blood for public safety is even more pronounced in this age of threats from pandemics and terrorism. Creative testing solutions has four donor testing laboratories (dtl). Our first established laboratory is in tempe, arizona. The additional laboratories are located in bedford, texas; rosemont, illinois; and st. Petersburg, florida. These locations are strategically positioned near major airports in phoenix, dallas, chicago and tampa. All four dtl laboratories are food and drug administration (fda) registered facilities and hold current certifications for the clinical laboratory improvement act (clia) as well as accreditation with the american association of blood banks (aabb), the new york state department of health, california department of health services and state of florida agency for health care administration. In addition to donor specimen testing, the laboratories participate in clinical evaluation of reagents, test kits, and equipment. Cts provides the highest quality in testing and service. The laboratories maintain internal quality control programs and participate voluntarily in external quality control programs. Blood specimens are processed utilizing state of the art technology with fda licensed test kits and reagents. All laboratories are equipped with multiple and redundant instruments required for routine processing. Additionally, each facility acts as a backup laboratory to the other three labs. Special testing our special testing laboratories in the phoenix and tampa areas perform confirmatory and supplemental testing of donor samples as well as non-donation testing such as donor re-entry, post exposure and donor follow-up. We also provide testing for eye banks, tissue banks and cord blood centers. The special testing laboratory also complies with clia, fda, ca, ny, md, and fl state regulations. Component quality control our component quality control laboratory in phoenix provides blood component quality control testing. Residual white blood cell (rwbc) counts are performed on leukoreduced products. Factor viii and fibrinogen assays are performed on cryoprecipitate and plasma products. Bacterial detection is performed on apheresis platelets. 4b) research and development the cts research program focuses on the development and/or evaluation of new blood donor screening technologies which significantly improve and promote blood safety in the areas of infectious disease, immunology, molecular diagnostics, and epidemiology. Additionally, the cts research program serves as the focus for a multi-institutional consortium which integrates data from approximately 35% of the us blood supply for the purpose of driving the evaluation of best practices in transfusion medicine, the promotion of donor health, and the improvement of transfusion recipient outcomes.”

“1. The purpose of the corporation has been amended to delete the word "religious" and add the phrase "testing for public policy safety." the purpose of the corporation now reads: the corporation is organized only for charitable, educational, testing for public safety, and scientific purposes as defined in section 501(c)(3) of the internal revenue code of 1986, as amended, including distributions to organizations that qualify as exempt under that section 501(c)(3) and specifically the establishment and operation of blood donor laboratory testing facilities. 2. The provision concerning membership in the corporation has been amended to remove references to blood systems, inc. And florida blood services, inc., and instead state that the corporation shall have members, with qualifications and rights as set forth in the bylaws. 3. The provision concerning devolution of assets upon dissolution has been amended. On dissolution, the net assets of the corporation shall be distributed to the corporation's members in the manner set forth in the bylaws, provided that such member is, at the time of distribution, exempt from federal income taxation under section 501(c)(3) of the internal revenue code. If a member is not exempt under section 501(c)(3) at the time of the proposed distribution, then that portion of the corporation's net assets that would have been distributed to that member shall be distributed to the remaining members on a pro-rata basis based on their percentage interests in the corporation. If no members are exempt from federal income taxation under section 501(c)(3) at the time of the proposed distribution, or if unanimously approved by the members, or if distribution to the members is not permitted by law, then the net assets of the corporation shall be transferred to organizations organized and operated only for charitable, educational, religious, or scientific purposes as shall then qualify as exempt from federal income taxation under section 501(c)(3) of the internal revenue code. 4. The provision concerning amendment of the corporation's articles of incorporation has been amended to state that approval of the amendment requires the consent of the members as set forth in the bylaws, rather than stating that all amendments require unanimous member consent.”