Creative Testing Solutions

“ON JANUARY 1, 2017, CREATIVE TESTING SOLUTIONS' ('CTS') MEMBERSHIP INTERESTS WERE VITALANT, FORMERLY BLOOD SYSTEMS, INC. , AT 65%, ONEBLOOD, INC. ('ONEBLOOD') AT 25%, THE INSTITUTE FOR TRANSFUSION MEDICINE ('ITXM') AT 5%, AND BLOODWORKS NORTHWEST ('BLOODWORKS') AT 5%. EFFECTIVE MARCH 1, 2017, VITALANT BECAME THE SOLE MEMBER OF ITXM, AT WHICH TIME ITXM'S MEMBERSHIP INTEREST TRANSFERRED TO VITALANT AND VITALANT HELD A 70% MEMBERSHIP INTEREST IN CTS. EFFECTIVE JUNE 16, 2017, VITALANT ACQUIRED BLOODWORKS MEMBERSHIP INTEREST IN CTS AND VITALANT HELD A 75% MEMBERSHIP INTEREST IN CTS. ON JULY 25, 2017, CTS, VITALANT, ONEBLOOD AND THE AMERICAN NATIONAL RED CROSS ('ARC') ENTERED INTO A PLAN OF RECAPITALIZATION AND CONTRIBUTION AGREEMENT WHEREBY CTS WOULD BE RECAPITALIZED ON JANUARY 1, 2018 ('RECAPITALIZATION EFFECTIVE DATE') AND THE TRANSACTION WOULD CLOSE AND DISTRIBUTION WOULD OCCUR ON THE DATE IMMEDIATELY PRECEDING THE RECAPITALIZATION EFFECTIVE DATE. THE RESULTING CTS MEMBERSHIP WOULD BE ARC AT 40%, VITALANT AT 40%, AND ONEBLOOD AT 20% AS OF THE RECAPITALIZATION EFFECTIVE DATE. THE BYLAWS OF CTS WERE AMENDED JANUARY 1, 2018 TO REFLECT ALL OF THESE ORGANIZATIONAL CHANGES. All Board policies were amended and restated in August 2018 to be consistent with Amended and Restated Bylaws and organizational changes.”

“Creative testing solutions had three nonprofit corporate members in 2018: the american national red cross, oneblood, inc. And vitalant.”

“VITALANT SHALL BE ENTITLED TO DESIGNATE 4 directors. THE American NATIONAL Red Cross shall be entitled to designate 4 directors. Oneblood shall be entitled to designate 3 directors.”

“Certain actions and decisions of the corporation require prior unanimous approval from members per the bylaws.”

“THE FORM 990 IS PREPARED BY AN OUTSIDE ACCOUNTING FIRM BASED ON INFORMATION PROVIDED BY THE CFO AND THE FINANCE TEAM. A COPY OF THE DRAFT FORM 990 AND SCHEDULES IS SUPPLIED TO ALL BOARD MEMBERS PRIOR TO THE MEETING HELD to approve the filing of 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 and attest to compliance with the Boards Conflict of Interest Policy. ANY CONFLICTS DISCLOSED ARE DISCUSSED 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.”

“THE BOARD OF DIRECTORS HIRES AN INDEPENDENT CONSULTING FIRM ONCE EVERY 2-3 YEARS TO PROVIDE DATA ON COMPETITIVENESS OF SALARIES AND BENEFITS FOR the CEO, OTHER OFFICERS, and key employees OF THE CORPORATION. THE HUMAN RESOURCE DEPARTMENT COLLECTS INFORMATION THROUGH SURVEYS AND OTHER SOURCES IN ADDITION TO THE INDEPENDENT CONSULTING FIRM. NO MEMBERS OF THE BOARD ARE MEMBERS OF MANAGEMENT. COMPENSATION FOR THESE INDIVIDUALS IS SET AND APPROVED BY THE BOARD EACH YEAR. THE RESULTS OF THESE DISCUSSIONS, REVIEWS AND APPROVALS ARE DOCUMENTED IN THE EXECUTIVE SESSION MINUTES OF THE BOARD MEETINGS. THIS PROCESS WAS LAST COMPLETED IN 2018.”

“Upon request, the form 990 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, conflict of interest policy and financial statements are not made available to the public.”

“4a) donor testing blood donor testing services provided by creative testing solutions ("cts") 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 six donor testing laboratories (dtl). Our first established laboratory is in tempe, arizona. The additional laboratories are located in bedford, texas, charlotte, north carolina, portland, oregon, st. Louis, missouri and st. Petersburg, florida. These locations are strategically positioned near major airports in phoenix, dallas, charlotte, portland, st. Louis and tampa. All six 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 cts 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.”

“Recapitalization of cts - arc $ 42,116,873 recapitalization of cts - oneblood $ 21,058,437 recapitalization of cts - vitalant $ 42,116,873 2018 distribution - arc $ (12,000,000) 2018 distribution - oneblood $ (6,000,000) 2018 distribution - vitalant $ (12,000,000) -------------- total $ 75,292,183”