Learning Undefeated Inc.

“-- the articles of incorporation have been amended to modify mdbio's purpose to the following: solely in furtherance of the foregoing charitable, educational, and scientific purposes and only to the extent consistent therewith, the corporation is organized and shall be operated exclusively: (a) to advance in the state of maryland education and research in biotechnology and other related sciences and technologies, (b) to advance and develop in the state of maryland a workforce designed to meet the needs of industries involving biotechnology and other related sciences and technologies, (c) to advance and promote in the state of maryland the growth of industries involving biotechnology and other related sciences and technologies, (d) to seek and receive donations and grants from public and private entities in order to carry out the purposes stated in this article third, (e) to aid, assist and cooperate with the state of maryland and any of its agencies for the purpose of carrying out the purposes stated in this article third, and (t) to conduct and to exercise all of the powers, rights, and privileges granted to corporations under the general laws of the state of maryland, including, but not limited to, anything permitted by section 2-103 of the corporations and associations article of the annotated code of mary land, as amended from time to time. --the articles of incorporation have been amended to reflect that mdbio has changed its public charity classification from a 509(a)(3) supporting organization to a (509)(a)(3) organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(a)(vi). --the articles of incorporation have been amended to allow the chief executive officer of the technology council maryland to be eligible to be a director of mdbio. --the bylaws have been amended to modify mdbio's purpose to the following: (a) to advance in the state of maryland education and research in biotechnology and other related sciences and technologies, (b) to advance and develop in the state of maryland a workforce designed to meet the needs of industries involving biotechnology and other related sciences and technologies, (c) to advance and promote in the state of maryland the growth of industries involving biotechnology and other related sciences and technologies, (d) to seek and receive donations and grants from public and private entities in order to carry out the purposes stated in this section 1.01, (e) to aid, assist and cooperate with the state of maryland and any of its agencies for the purpose of carrying out the purposes stated in this section 1.01, and (f) to conduct and to exercise all of the powers, rights, and privileges granted to corporations under the general laws of the state of maryland, including, but not limited to, anything permitted by section 2-103 of the corporations and associations article of the annotated code of maryland, as amended from time to time. --the bylaws have been amended to reflect that mdbio has changed its public charity classification from a 509(a)(3) supporting organization to a (509)(a)(3) organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(a)(vi). --the bylaws have been amended to modify the terms of the board of directors members to the following: except for the directors appointed or designated in accordance with section 3.03(c) hereof, each director, subject to his or her earlier death, resignation, or removal, shall serve for a term commencing with his or her election and expiring on the first june 30th following the third (3rd) anniversary thereof and upon the election and qualification of his or her successor. Except for the current and immediate past chair of the board of directors, no director shall serve more than four (4) consecutive terms, without at least eleven (11) consecutive months havi”

“The initial review of the 990 is conducted by the controller. It is forwarded to the ceo and then passed along to the audit committee for review. The audit committee then forwards it to the board of directors, highlighting areas of significance. The board of directors provides its review and communicates to mdbiof's management that the 990 can be finalized.”

“The conflict of interest policy is forwarded to each board of directors member on an annual basis and must be reviewed and signed in order to obtain (for new board of directors) or maintain (for existing board of directors).”

“Compensation of key employees (non ceo) is typically determined by the ceo. Any significant changes to compensation levels may be referred to the board of directors for approval. The compensation for the ceo is always determined by the board of directors. Compensation studies are peformed periodically to determine if mdbiof's compensation levels are comparable to similar organizations.”

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

“Professional services: program service expenses 7,551. Management and general expenses 59,075. Fundraising expenses 42,798. Total expenses 109,424.”

“The audit oversight process has remained unchanged from the prior year.”