Transcelerate Biopharma Inc

“Section 2.01(a)(i) of the bylaws originally provided that: the initial tier 1 members, defined as those members whose membership has been accepted by the board of directors and which have paid the initial membership dues within sixty (60) days of incorporation of the corporation, shall be the charter members of the corporation. The board of directors voted to amend the bylaws to provide the initial tier 1 members, defined as those members whose membership has been accepted by the board of directors and which have paid the initial membership dues by no later than december 31, 2012, shall be the charter members of the corporation. 2. Section 2.01(a)(ii) of the bylaws originally provided that: to be eligible for tier ii membership, a firm or corporation must be a pharmaceutical or biotechnology company with an annual budget for research and development that is less than $2.5 billion but more than $500 million. The boarded of directors voted to amend the bylaws to provide: to be eligible for tier ii membership, a firm or corporation must be a pharmaceutical or biotechnology company with an annual budget for research and development that is less than $2.5 billion but more than $100 million. 3. Section 2.01(a)(iii) of the bylaws originally provided that: to be eligible for associate membership, a firm or corporation must be a pharmaceutical or biotechnology company with an annual budget for research and development that is less than $500 million or be an external partner of pharmaceutical companies in clinical trials. The boarded of directors voted to amend the bylaws to provide: to be eligible for associate membership, a firm or corporation must be a pharmaceutical or biotechnology company with an annual budget for research and development that is less than $100 million or be an external partner of pharmaceutical companies in clinical trials. 4. Section 3.02 of the bylaws originally provided that: the initial board of directors shall be comprised of up to seventeen (17) members; provided that: (i) a minimum of ten (10) seats shall be filled by directors who are representatives of the tier i members who are charter members (as designated as such by the board of directors of the corporation in its sole discretion) (charter member directors) and, if such number is increased in the future, the remainder of such seats reserved may be filled by tier i members that are not charter members (tier i directors); (ii) at least five (5) seats shall be filled by directors who are representatives of the tier ii members (tier ii directors) . . . . The boarded of directors voted to amend the bylaws to provide: the board of directors shall be comprised of up to twenty (20) members; provided that: (i) a minimum of twelve (12) seats shall be filled by directors who are representatives of the tier i members who are charter members (as designated as such by the board of directors of the corporation in its sole discretion) (charter member directors) and, if such number is increased in the future, the remainder of such seats reserved may be filled by tier i members that are not charter members (tier i directors); (ii) at least six (6) seats shall be filled by directors who are representatives of the tier ii members (tier ii directors) . . . .”

“The members of the corporation consist of such firms and corporations that are approved for membership from time to time by the board of directors or its designees in accordance with the policies and procedures of the corporation. The corporation has the following catagories of members: a. Tier i members - to be eligible for tier i membership, a firm or corporation must be a pharmaceutical or biotechnology company with an annual budget for research and development in excess of $2.5 billion. Eligibility for tier i membership is established based upon a company's publically available research and development expenditures over the three (3) year period preceding the date the company applies to join the corporation. The initial tier 1 member are further defined as the "charter members. B. Tier ii members - to be eligible for tier ii membership, a firm or corporation must be a pharmaceutical or biotechnology company with an annual budget for research and development that is less than $2.5 billion but more than $100 million. Eligibility for tier ii membership will be established based upon a company's publically available research and development expenditures over the three (3) year period preceding the date the company applies to join the corporation. C.associate members - to be eligible for associate membership, a firm or corporation must be a pharmaceutical or biotechnology company with an annual budget for research and development that is less than $100 million or be an external partner of pharmaceutical companies in clinical trials.”

“The corporations by-laws state that directors shall be elected or appointed, as applicable, annually at the annual meeting of members and shall serve until the following annual meeting of members and until their successors are elected or appointed, as applicable, and qualified. Each charter member shall have the right to appoint a representative of the charter member to serve as a charter member director. Tier i directors shall be elected by a plurality vote of the tier i members, which include the charter members. Tier ii directors shall be elected by a plurality vote of the tier ii members. The associate member director shall be elected by a plurality vote of the associate members. The ceo director shall serve ex-officio, for so long as he or she shall hold the office of chief executive officer.”

“Each tier i member shall be entitled to three (3) votes at every meeting of members on matters which tier 1 members are entitled to vote. Each tier ii member shall be entitled to one (1) vote at every meeting of members on matters which tier ii members are entitled to vote. Associate members shall be entitled to notice of and to attend meetings of the members but shall not be entitled to vote at such meetings, provided however, associate members shall have the right to cast one (1) vote each with respect to the election of the nominee to fill the associate member board position. Notwithstanding the above, in order to be eligible to vote, a member must be in good standing and its dues and assessments paid in full.”

“The finance committee and management review and approve the form 990. The form is then distributed to all members of the board for their review before filing with the internal revenue service.”

“The transcelerate board of directors prepares and approves the compensation package for the ceo.”

“The organization's governing documents, financial statements, and conflict of interest policy are available upon request.”

“The organization does not have a written whistleblower policy. A whistleblower policy is being developed and will be adopted.”

“The organization does not have a written document retention and destruction policy. A document retention and destruction policy is being developed and will be adopted.”

“Update: transcelerate biopharma inc launched five further initiatives which include the creation of a common clinical trial protocol templates, a project to improve the participation of pediatric and diverse patient populations, the development of a global investigator registry, a project focused on quality industry wide, and the development of the most efficient method of redacting privacy information in clinical study reports.”

“Consultants: program service expenses 3,502,901. Management and general expenses 1,148,756. Fundraising expenses 0. Total expenses 4,651,657. Outside contract: program service expenses 9,192. Management and general expenses 0. Fundraising expenses 0. Total expenses 9,192.”

“The finance committee of the board assumes oversight responsibility for the audit process. This process remains unchanged from the prior year.”