Oklahoma Bioscience Institute

“The secretary is a non-voting member of the board. The organization has the same board of directors and committees as its sole member, i2e, inc. The primary function of the executive committee (committee) is to exercise powers of the board of directors (board) on matters which arise between regularly scheduled board meetings or when it is not practical or feasible for the board to meet. The committee will consist of eleven (11) voting members selected by the board from among members of the board, including the following: board chair,board vice chair, chair of the finance and audit committee, chair of the investment committee(s), chair of the nominating and governance committee, chair of the compensation committee, chair of the government relations committee, chair of the resource development committee, immediate past board chair and such at-large members as may be designated by resolution adopted by the board. The committee is chaired by the board chair. In the event the board chair is absent, the board vice chair shall act as the chair. The president of the corporation shall be an ex officio, non-voting member of the committee. Key responsibilities: a) to the extent permitted by applicable law, the certificate of incorporation and the by laws, the committee is empowered to act for the full board on all matters, subject, however, to the following limitations. The committee shall not have the power or authority to act on the following matters: i) adopting, amending or repealing any bylaw, or ii) filling vacancies on the board, iii) changing the membership of, or filling vacancies in, the executive committee, or iv) amend or repeal any resolution adopted or action taken previously by the board b) the committee may act for the board only when the board is not in session c) the committee may call a special meeting of the board d) the committee shall report all action taken by it to the board at its next regular meeting succeeding the taking of such action e) upon recommendation of the compensation committee, the executive committee shall review, monitor and approve all matters concerning company compensation, benefit and human resource philosophy, priorities and objectives f) upon recommendation of the compensation committee, the executive committee shall monitor the performance of the corporation's president and approve compensation and other employment terms, and shall plan and provide oversight for the succession process for the president”

“Sarah seagraves, rex smitherman, and mark lauinger are employed by i2e, inc., a related tax-exempt organization. Scott meacham and justin wilson are employed by i2e management company, inc. Which is a 100% owned corporation of i2e, inc. Members of the board are also board members of i2e, inc. Therefore, a business relationship exists amongst these individuals.”

“On may 2, 2023, the i2e board of directors approved the tenth amended and restated bylaws which included the following changes: in article iii, section 3, reduced the number of class ii directors from 22 to 20 and reduced the total number of board directors from 33 to 29; in article iii, section 5, added additional responsibilities to the governance committee by requiring the committee to review and approve any changes to the bylaws, any board committee charters, or any of the governing documents for any subsidiary of the corporation; in article iii, section 14, added a new section 14 of the bylaws stating that no committee of the board of directors shall have any power or authority to: (i) amend the certificate of incorporation of the corporation; (ii) adopt an agreement of merger or consolidation; (iii) recommend to the shareholders the sale, lease or exchange of all or substantially all of the property and assets of the corporation; (iv) recommend to the shareholders a dissolution of the corporation or a revocation of a dissolution; or (v) amend the bylaws of the corporation; in article iv, section 1, created the officer position of executive chairman and the selection process for the new position and articulated the duties of the president with regard to designation of vice presidents and other officers of the corporation; in article iv, section 5, added new section to outline the duties and responsibilities of the executive chairman; in article iv, section 6, modified the duties and responsibilities of the president of the corporation; in article v, section 1, modified the duties of the executive committee regarding the review of corporate attainment levels and approval of compensation for the president of the corporation and the president of its subsidiary.”

“The sole member of the organization is i2e, inc., a related tax-exempt organization.”

“A complete copy of the form 990 is made available to all board members for their review prior to its filing.”

“The organization has the same board and officers and operates under the same conflict of interest policy as its sole member, i2e, inc., a related tax-exempt organization. Enforcement of conflicts policy each board member, officer, agent and employee agrees that if they have any direct or any indirect interest in any approval, contract or agreement upon which they may be called upon to act or vote, they shall disclose the same to the board of i2e, inc. Prior to the taking of any action by i2e, inc. Concerning such contract or agreement and will disclose the nature and extent of such interest and acquisition thereof. This disclosure is publicly acknowledged by i2e, inc. And entered upon the minutes of i2e, inc. If a board member, officer, agent or employee holds such an interest, they must refrain from any further official involvement in regard to such contract or agreement, from voting on any matter pertaining to such contract or agreement, and from communicating with other board members, officers, agents or employees concerning said contract or agreement. In the course of all i2e, inc. Related meetings or activities, each board member, officer, agent and employee agrees to disclose any interests in any transaction or decision where they, including their business or other affiliations, their family, employer, or close associates will receive a benefit or gain. After disclosure, they understand that they will remove themselves prior to any discussion and will not vote on or otherwise participate in any decision involving the potential conflict. Each employee shall be responsible for promptly reporting to the investments compliance officer any potential employee conflicts of interest that might exist with respect to a potential investment of any funds managed by the company or with respect to any company in which the company has previously invested funds it manages. For the purpose of this section "potential employee conflicts of interest" shall include any financial interest in or with a potential or actual recipient of company managed funds by the employee, the employee's spouse, any child of the employee or any parent, brother or sister or spouse or child of a brother or sister of the employee, or individual owning an interest in excess of 10% in any entity in which the employee owns an interest in excess of 10%(collectively, the "employee conflict group"). For purposes of this section, an employee shall be deemed to have indirect ownership and control of an entity in which a member of the employee conflict group has an ownership in excess of 10% or serves as ceo or president. The company shall not make an investment in a company with a potential employee conflict of interest except that the executive committee may approve follow-on investments or other subsequent investments in companies in which the company has previously made an investment where the potential employee conflict of interest arose or became apparent after the initial investment and the executive committee determines such investment is in the best interest of the particular fund from which the previous investment was made. Each director and committee member who serves on a board committee charged with investment of funds managed by the company with respect to proposed investments by the committee on which the individual serves and any director serving on the executive committee or compensation committee shall promptly report to the investments compliance officer, the ceo and the chairman of the committee considering investment any proposed investment of company managed funds which could present potential conflict of interest with respect to the board member ("potential board member conflict"). A potential board member conflict shall be defined as any financial interest involving direct ownership interest or indirect ownership as defined below, employment relationship or contractual relationship with an aggregate value in excess of $25,000 in or with the potenti”

“The form 990 is available on guidestar. Existence of conflict of interest policy is noted in the 990. Financial statements are included in the consolidated financial information provided in i2e, inc.'s annual report available to the public and on i2e, inc.'s website. Governing documents and policies are available upon request from the vice president of finance.”

“Oklahoma bioscience institute has a co-employment relationship with a company called nextep. Nextep is the organization's payroll service provider. Every staff member's form w-2 is provided under the nextep tax id number. All w-3 transmittals and forms 941 are also filed under the nextep tax id number.”