Older Adults Technology Services Inc.

“The Amended and Restated Bylaws became effective and superseded the October 7, 2014 Amended Bylaws of the corporation on January 1, 2021 when Older Adults Technology Services, Inc. (OATS) became an affiliated entity of AARP. The significant changes to the bylaws are: Article III - Sole Member The Corporation's Sole Member shall be AARP. Any appointment, determination or action designated in these bylaws to be made by the Sole Member shall be deemed made when evidenced in a writing signed (manually or electronically) by the Chief Executive Officer of AARP (or his or her designee). Unless provided otherwise herein, the Chief Executive Officer of AARP (or his or her designee) shall act as the Sole Member's authorized representative, and said officer's or designee's statements and actions shall be deemed to be those of the Sole Member. Article IV - Directors; Board Meetings 1. Powers and Duties. The Board shall have the general power to control and manage the affairs and property of the Corporation and to exercise all other powers necessary to "effect" (per NPCL 202(a)(16)) the purposes of the Corporation in accordance with the purposes and limitations set forth in the Certificate of Incorporation and herein, subject to applicable law and to the reserved powers of AARP set out in Article IV, Section 14 and elsewhere herein. The Board may delegate to committees of its own number, or to Officers, such powers as it may see fit, subject to applicable law and in accordance with the purposes and limitations set forth herein. 2. Classes of Directors and Term of Office. The Directors shall be divided into three (3) classes, designated as Class I, Class II and Class III. Directors in each Class shall ordinarily be appointed at an Annual Meeting to a two (2) year term, except as otherwise provided herein. Class I shall consist of at least one (1), and not more than two (2) Directors appointed to the Board by the Sole Member. Classes II and III shall be as nearly equal in number as possible, and shall consist of Directors nominated by the OATS Board, initially from among the OATS Directors in office immediately prior to the adoption of these bylaws, and appointed by the Sole Member. Notwithstanding the foregoing, Directors appointed on the Effective Date shall have the Class designation and initial terms specified in Attachment A hereto to ensure as much as possible that the Board is constituted with staggered terms with half of the Directors' terms expiring each year. 3. The Chairperson of the Board shall preside at all meetings of the Board, and perform all other duties incidental to the office of Chair and as from time to time may be assigned to him or her by the Board. The Chairperson shall exercise general supervision of the Board and shall be an ex-officio member of all committees. The Chairperson shall be assisted by a Vice Chair, who shall have such duties and responsibilities as may be assigned by the Board or by the Chairperson from time to time. The Chairperson and the Vice Chair shall each be nominated, and subject to the approval of the Sole Member, shall be elected at the Annual Meeting by the current Board and shall serve a one (1) year term. With the approval of the Sole Member, the Board may also establish other Board leadership positions. 4. Appointment. Successors to the class of Directors whose terms expire at the Annual Meeting shall be appointed to such class by the Sole Member, except as hereinafter otherwise provided for filling vacancies. Directors may also be appointed by the Sole Member at any regular or special meeting of the Board. To maintain classes of Directors as nearly equal in number as possible, the Directors so appointed shall, at the time of initial election, be designated as Class I, Class II or Class III Directors and shall serve until the next Annual Meeting at which the appointment of Directors for the relevant class is the regular order of business, which generally shall be an Annual Meeting, and un”

“Article VI - Officers Resignation; Removal. Any Officer or employee may resign at any time by giving written notice of such resignation to the Board. Such resignation shall take effect immediately. Subject to the Class I Director approval provisions of Article IV, Section 14, any Officer may be removed from office with or without cause by an affirmative vote of a majority of the Board at a duly constituted meeting of the Board. Any employee or agent hired by the Executive Director may be removed from office with or without cause by the Executive Director. Article XIII - Conflicts of Interest Policy; Other Policies The Corporation shall adopt a Conflicts of Interest Policy consistent with both the requirements of the NPCL to address conflicts of interest and related party transactions and the conflicts of interest policy of AARP. The Board has delegated oversight of the Conflicts of Interest Policy to the Audit Committee. Generally, the Audit Committee shall have oversight of all policies required to be adopted by the Corporation pursuant to the NPCL in light of its composition including at least three (3) Independent Directors. Article XIV -Amendments The By-Laws of the Corporation may be altered, amended or repealed only after written approval by the Sole Member and by either the unanimous consent of the Board of Directors, or by majority vote of the Directors then in office at the Annual Meeting or other duly called and held meeting of the Board, the written notice for which shall set forth the proposed alteration.”

“The AARP Chief Executive Officer (or his or her designee) appoints and/or approves voting members of the OATS board of directors. Directors may also be appointed by the AARP Chief Executive Officer (or his or her designee) at any regular or special meeting of the Board. Any vacancy on the Board occurring during the year, including a vacancy created by an increase in the number of Directors, may be filled at any meeting of the Board by a determination of the AARP Chief Executive Officer (or his or her designee). All prospective members of the OATS board will be subject to the screening protocols for board members of AARP Affiliates.”

“The AARP Chief Executive Officer (or his or her designee) appoints and/or approves voting members of the OATS board of directors. Directors may also be appointed by the AARP Chief Executive Officer (or his or her designee) at any regular or special meeting of the Board. Any vacancy on the Board occurring during the year, including a vacancy created by an increase in the number of Directors, may be filled at any meeting of the Board by a determination of the AARP Chief Executive Officer (or his or her designee). All prospective members of the OATS board will be subject to the screening protocols for board members of AARP Affiliates. The By-Laws of the Corporation may be altered, amended or repealed only after written approval by the AARP Chief Executive Officer (or his or her designee) and by either the unanimous consent of the Board of Directors, or by majority vote of the Directors then in office at the Annual Meeting or other duly called and held meeting of the Board, the written notice for which shall set forth the proposed alteration.”

“The Form 990 is prepared and reviewed in AARP's internal tax department. The return is then put through a secondary review which includes the Older Adults Technology Services Executive Director, Group Controller, and other accounting management. After this thorough review process, the Form 990 is distributed to the Board of Directors for their review. After all issues are addressed the return is electronically filed with the Internal Revenue Service.”

“Annually, all board members and employees (including officers) are required to review the Code of Conduct, formally acknowledge their understanding of the Code, and disclose any real or potential conflicts of interest. Disclosures are reviewed by appropriate management (or in the case of a board member, the Board Chair, and if necessary, the Board of Directors) and the Ethics & Compliance Office. The appropriate resolution plan is implemented (for example, recusal from participating in any deliberations and decisions relevant to the disclosure). The Ethics & Compliance Office monitors compliance with these requirements and ensures proper follow-up as needed.”

“Form 990, Part VI, Line 15a and b - Through its shared services agreement with AARP, OATS participates in AARP's enterprise wide compensation reviews. AARP has a competitive position in the marketplace that considers relevant for-profit and not-for-profit data since this is the landscape in which AARP and its affiliates compete for talent. Establishing the appropriate compensation for positions and jobs considers external market pricing (where possible) from an independent, third party compensation firm, internal criteria, and an individual's actual performance and contribution. Internal criteria are based on a standard approach that measures the internal value of positions, including: complexity and scope of responsibility, skill set and competencies, education and experience, and the reporting relationship of the position. An individual's actual performance and contribution is measured through AARP's performance management approach and then rewarded through AARP's annual base pay merit and incentive award programs. This process applies to all employees of OATS including the Executive Director. The total compensation package for executive positions is regularly benchmarked against comparable executive positions using independently published compensation survey data and independent executive consultants. The Executive Director's compensation package is reviewed and discussed by select board members and then approved by the Board Chair, who can enact changes to the compensation package. The compensation package for OATS executive management is also reviewed by the Board Chair who can enact changes to the compensation package.”

“The organization provides copies of IRS Form 990 upon request by contacting the organization at (718) 360-1707 or email to [email protected]. The Form 990 is also made available on its website.”

“Governing documents, conflict of interest policy, and audited financial statements are available upon request.”

“Other professional services: Program service expenses 1,140,351. Management and general expenses 88,385. Fundraising expenses 0. Total expenses 1,228,736.”

“Prior year overstatement of grants receivable -478,297. Prior year understatement of depreciation expense -132,550. Rounding adjustment -1.”