Advanced Technology International

“Through written agreements between advanced technology international (ati) and the related organization, south carolina research authority (scra), ati has delegated certain management duties to the employees of scra. Ati has an employee lease agreement in place with scra whereby ati leases its employees from scra, including management personnel. Scra is the employer and assigns the employees to ati through the agreement. The agreement clearly identifies the roles and responsibilities of both ati and scra.”

“4.1 power and composition. Management of ati shall be vested in a board of directors consisting of no less than nine and no more than eleven directors, with the actual number thereof being fixed by the board of directors from time to time. The members of the board of directors shall consist of: (i) the chief executive officer of scra who shall be a voting ex officio member of the board, (ii) the chief financial officer of scra who shall be a voting ex officio member of the board, (iii) the president of ati, and (iv) no less than six and no more than eight persons appointed by the executive committee of the board of trustees of scra based upon the nominations submitted by the affirmative vote of a majority of the members of the board of directors of ati who are serving on the board at that given time, with such actual number set at (a)six if the full board is set at nine directors, (b) seven if the full board is set at ten directors, and (c) eight if the full board is set at eleven directors. With respect to any person nominated to serve on the board of directors of ati pursuant to section.1(iv), the executive committee of the board of trustees of scra may, with or without cause, decline to appoint any such nominee, in which case the members of the board of directors of ati who are serving on the board at that given time shall nominate another person for such board position, with such nomination process continuing until a nominee is appointed. Members of the board shall be eligible to be appointed as officers of ati, and the president must be a member of the board except in the case of an interim president appointed under section 3.3(b). The executive committee of the board of trustees of scra may remove any member of the board of directors appointed pursuant to section 4.1(iv) at will, without cause and without notice. 4.2 terms of office. Each member of the board of directors noted in section 4.1(i) and (ii) above shall serve on the board of directors for as long as he or she shall hold the respective position with scra. Each non-management member of the board of directors noted in section 4.1(iv) shall serve a term of three years or until his or her successor shall be duly appointed and qualified. However, the resignation or removal of the president shall result in the automatic resignation or removal of such person from the board of directors. Each member of the board of directors shall be eligible to serve no more than four consecutive terms. Board member term expirations will be staggered such that approximately one third of them expire annually. As each term nears completion, the chairman will determine whether to renew the director's term following a discussion of evaluation results and recommitment with the member. The nominating and governance committee chair will support the board chairman's assessment of the director's performance. 4.3 age limit. (a) no candidate shall be nominated for appointment to the board per paragraph 4.1(iv) above if they have reached the age of 75. (b) the term of board members, appointed per paragraph 4.1(iv) above, shall not be renewed at the end of the term in which they reach the age of 75. (c) current board members are eligible to remain on the board until the expiration of their current term at which time the provisions of this section apply. 4.4 vacancy. Any vacancy occurring on the board of directors involving a board position designated in section 4.1(i)shall be filled, as noted in section 3.3 above, by the appointment by the executive committee of the board of trustees of scra of an interim successor to fill such board position. Any vacancy occurring on the board of directors involving a board position designated in section 4.1 (ii) shall be filled, as noted in section 3.3, by the appointment of an interim successor by the chairman of the board to fill such board position. Any appointed interim successor shall serve on the board of directors until the successor chief executive offi”

“Prior to submission to the irs, ati's ceo, cfo and controller review the 990 in detail. The 990 is made available to all members of the board.”

“ADVANCED TECHNOLOGY INTERNATIONAL (ATI) OFFICERS AND BOARD DIRECTORS ARE REQUIRED TO EXECUTE ANNUALLY AN ANNUAL STATEMENT REGARDING CONFLICT OF INTEREST POLICY AFFIRMING THAT THEY HAVE READ AND UNDERSTOOD THE CONFLICT OF INTEREST POLICY FOR ATI OFFICERS AND DIRECTORS AND THE SCRA ETHICS AND COMPLIANCE HANDBOOK. IN ADDITION, EACH DIRECTOR AND OFFICER IS TO COMPLETE, EXPEDITIOUSLY, THE DISCLOSURE OF POTENTIAL SIGNIFICANT CONFLICT OF interest FORM WHEN A SPECIFIC POTENTIAL CONFLICT EXISTS AND DISCLOSE ANY SUCH POTENTIAL CONFLICTS OF INTEREST TO THE GOVERNING BOARD OR COMMITTEE FOR REVIEW. ATI KEY EMPLOYEES ARE REQUIRED TO SUBMIT AN ANNUAL DISCLOSURE FORM IDENTIFYING POTENTIAL AREAS OF CONFLICT WITH SOUTH CAROLINA RESEARCH AUTHORITY'S (SCRA) VP OF HUMAN RESOURCES. KEY EMPLOYEE POTENTIAL CONFLICTS OF INTEREST ARE REVIEWED BY HR; IF THE INITIAL DETERMINATION CONCLUDES THAT A POTENTIAL FOR CONFLICT OF INTEREST UNDER THE POLICY DOES EXIST, IT IS THEN REFERRED TO ATI'S PRESIDENT OR SCRA'S CEO WHO WILL ENSURE IT IS REVIEWED BY THE ATI BOARD OF DIRECTORS, AND IF DEEMED APPROPRIATE, THE EXECUTIVE COMMITTEE OF THE SCRA BOARD OF TRUSTEES. IN ADDITION ATI AND SCRA HAVE IMPLEMENTED AN ORGANIZATIONAL ETHICS AND COMPLICANCE PROGRAM WHICH APPLIES TO ALL EMPLOYEES AND BOARD MEMBERS.”

“Advanced technology international (ati) is a fully controlled affiliate of the south carolina research authority (scra). Compensation for ati's employees (who are leased from scra), including that of officers and key employees, is set by the performance and compensation committee of the scra board of trustees. Scra engages an independent consultant who advises the scra performance and compensation committee regarding comparable industry compensation information for the officers and key employees of ati. Compensation is reviewed by the committee twice annually; reviews include benchmarking against industry data to ensure competitiveness and reasonableness of compensation at all levels of the organization.”

“The organization makes its governing documents, conflict of interset policy, and detailed financial statements available to the public upon written request.”

“Description of the organization's mission: advanced technology international (ati) is to be formed for scientific, educational, and/or charitable purposes, and/or for the purpose of lessening the burdens of government, within the meaning of irc section 501(c)(3) and in this connection: (a) to promote scientific, educational and charitable endeavors, and endeavors directed at lessening the burdens of government. (b) to take and hold by bequest, devise, gift, grant, purchase, lease or otherwise any property, real, personal, tangible or intangible, or any undivided interest therein, without limitation as to amount or value; to sell, convey, or otherwise dispose of any such property and any interest therein and to invest, reinvest, or deal with the principal or the income thereof in such manner as, in the judgment of the directors, will best promote the purposes of ati without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received, ati's articles of incorporation, the bylaws of ati, or any laws applicable thereto. (c) to do any other act or thing incidental to or connected with the foregooing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its directors or officers except as permitted under the laws of south carolina relating to non-profit corporations. In furtherance of its corporate purposes, ati shall have all general powers enumerated in the south carolina nonprofit corporation act of 1994 (or the corresponding provision of any subsequent law).”

“Advanced technology international (ati) is to be formed for scientific, educational, and/or charitable purposes, and/or for the purpose of lessening the burdens of government, within the meaning of irc section 501(c)(3) and in this connection: (a) to promote scientific, educational and charitable endeavors, and endeavors directed at lessening the burdens of government. (b) to take and hold by bequest, devise, gift, grant, purchase, lease or otherwise any property, real, personal, tangible or intangible, or any undivided interest therein, without limitation as to amount or value; to sell, convey, or otherwise dispose of any such property and any interest therein and to invest, reinvest, or deal with the principal or the income thereof in such manner as, in the judgment of the directors, will best promote the purposes of ati without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received, ati's articles of incorporation, the bylaws of ati, or any laws applicable thereto. (c) to do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its directors or officers except as permitted under the laws of south carolina relating to non-profit corporations. In furtherance of its corporate purposes, ati shall have all general powers enumerated in the south carolina nonprofit corporation act of 1994 (or the corresponding provision of any subsequent law). Notwithstanding the foregoing, (i) the funds or assets of ati shall not be distributed or otherwise made available to any organization or entity other than the south carolina research authority ("scra"), unless such funds or assets are transferred or exchanged in return for goods or services of equal value or unless such funds or assets are distributed or otherwise made available in burdens of government, qualifying as exempt under the aforementioned provisions of the internal revenue code; (ii) ati has been organized, and shall at all times be operated, exclusively for the benefit of, to perform some or all of the functions of, or to carry out some or all of the purposes of, scra; and (iii) nothing contained in these bylaws or ati's articles of incorporation shall empower ati to engage in activities which are not in furtherance of the purposes described in "(ii)," immediately above, or to operate to support or benefit any organization other than scra.”

“CHANGES IN NET ASSETS: UNREALIZED LOSS ON INVESTMENTS -$1,517,428 Total line 9 -$1,517,428”

“Oversight of audit: there have been no changes during the year in the process for oversight of the audit of the financial statements.”