Humanitix USA Limited

“Significant changes to governing documents: the board of directors (the "board") of humanitix usa limited (the "corporation"), approved and adopted: - amendments to and a restatement of the corporation's certificate of incorporation (the "amended and restated certificate of incorporation") on and effective as of may 31, 2023; - amendments to and a restatement of the corporation's bylaws (the "amended and restated bylaws") on and effective as of april 18, 2023, and may 31, 2023. The amended and restated certificate of incorporation includes the following significant amendments since the prior form 990 was filed: - new provision establishing the sole membership class of the corporation, naming the initial members and specifying the vote required to elect new members; - new provision requiring member approval of certificate of incorporation amendments; - new officer exculpation provision; and - new indemnification provision for officers and directors. The amended and restated bylaws include the following significant amendments since the prior form 990 was filed: - new provision establishing the sole membership class of the corporation and related member matters; - change to annual director elections; - clarifying changes to provision relating to board committee composition and responsibilities; - removal of requirement for bylaw amendments to be approved at a meeting; and - new emergency bylaw provision.”

“Officer compensation process: officer compensation is approved by the board of directors (the "board") of humanitix usa limited (the "corporation"). The compensation of all officers of the corporation shall be fixed by the board from time to time, and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director of the corporation. The board will conduct a review of the executive's compensation that includes a comparison of compensation paid by similarly-sized peer organizations in the same geographic location to ensure that the compensation provided by the corporation to its officers is reasonable and not excessive.”

“Form 990, part vi, section a, lines 6,7a, and 7b members and member authority: the organization has a single class of members who elect the board of directors and make other major decisions, including the addition of new members, at an annual members meeting. Membership is open to organizations and individuals who support the purpose of the organization. During the tax year, there were three members: joshua ross, adam mccurdie, and cynthia swatt who also served as officers and serves on the board of directors reported on form 990, part vii, section a.”

“Process to review form 990: the in-house accountant completed first review of the form 990 prepared by an external tax firm. The board of directors completed final review, with joshua ross signing form 990.”

“Conflict of interest policy: each director, officer and key person is required to disclose in good faith and in writing to the board all material facts related to an actual or potential conflict of interest. Disclosures are made in advance, before any action is taken on the matter. Each director officer and key person must also submit to the secretary of the organization at least once per year (and updated as appropriate) a questionnaire. The secretary of the organization provides copies of all completed statements to the chair of the board.”

“Documents available to the public: the governing documents and financial statements are available upon request.”

“Form 990, part vi, section a, lines 6,7a, and 7b members and member authority: the organization has a single class of members who elect the board of directors and make other major decisions, including the addition of new members, at an annual members meeting. Membership is open to organizations and individuals who support the purpose of the organization. During the tax year, there were three members: joshua ross and adam mccurdie, who both also served as officers, and cynthia swatt, who is not an officer but serves on the board. Directors reported on form 990, part vii, section a.”

“Number of employees reported on form w-3: humanitix usa transitioned from a professional employment organization to in-house payroll april 1st 2023. All employees received two w-2s for the 2023 calendar year. The first w-2 was from the peo service provider for q1-2023. The second w-2 was from humanitix usa limited for q2-2023 thru q4-2023. There were 16 forms w-2 completed by humanitix.”

“Officer and key employee compensation process: officer compensation is approved by the board of directors (the "board") of humanitix usa limited (the "corporation"). The compensation of all officers of the corporation shall be fixed by the board from time to time, and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director of the corporation. The board will conduct a review of the executive's compensation that includes a comparison of compensation paid by similarly-sized peer organizations in the same geographic location to ensure that the compensation provided by the corporation to its officers is reasonable and not excessive.”