Stephenson Technologies Corporation

“The executive committee has the authority to exercise all powers of the board of directors between meetings, subject to the limitations of law and the bylaws. The executive committee shall consist of three directors, namely, the chairperson of the board and two other directors appointed to such committee by the member.”

“The sole member of the corporation is louisiana state university and agricultural and mechanical college (lsu).”

“The member has the right to elect and remove directors of the corporation. In electing each director, the member designates the director's class (a or b).”

“The member has the right to approve the following activities: 1) the liquidation or dissolution of the corporation, 2) a merger, reorganization or consolidation in which the corporation is acquired by another entity other than the member, or 3) the sale of all or substantially all of the assets of the corporation to an entity that is unrelated to the member.”

“Form 990 is prepared by an outside firm. The treasurer and cfo will present the prepared form 990 at the board meeting.”

“Annually, the board of directors must complete and sign a conflict of interest disclosure and code of ethics and business conduct. These are reviewed by the board chairman and retained by the program manager. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and all material facts to the board of directors and members of committees with board-delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. After exercising due diligence, the board or committee shall determine whether the corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest and for its own benefit and whether the transaction is fair and reasonable to the corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.”

“The board of directors reviews and approves compensation by using data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations. Contemporaneous documentation and recordkeeping for deliberations and decisions regarding the compensation. This process recently took place in 2024.”

“The organization makes its governing documents, conflict of interest policy, or financial statements available to the public upon request.”

“Reversal of retirement plan contribution 504,277.”