Advanced Technology International

“On february 28, 2023, ati and anser entered into a change of control agreement in which ati agreed to provide consideration to anser in the amount of $65 million and anser agreed to no longer appoint or approve ati directors and agreed to relinquish control over governance of ati. Ati and anser closed the change of control transaction on february 28, 2023. At the closing, anser overlapping directors resigned their positions on the ati board and the non-overlapping directors provide governance under new organizational documents that have been approved by both boards of directors. In 2023, at ati's request, the south carolina attorney general reviewed a summary of the terms of the change of control transaction and provided a letter acknowledging review and stating no objection to the change of control transaction.”

“4.1 power and composition. Management of ati shall be vested in the board, which shall consist of no fewer than three (3) and no more than seven (7) directors, with the actual number thereof being fixed by the board from time to time. The president of ati shall be a voting, ex officio designated director. All other directors shall be elected by the board. Members of the board shall be eligible to be appointed as officers of ati. 4.2 chair and vice chair. (a) appointment. (i) the chairman of the board shall be elected by the affirmative vote of a majority of the members of the board who are serving on the board at that given time, and must be serving as a member of the board at the time of such election. In electing a chairman, the board shall take into consideration the extent to which the candidate is knowledgeable about and experienced in the then current mission of ati, including the ati business mission. (ii) the vice chairman shall be elected by the affirmative vote of a majority of the members of the board who are serving on the board at that given time, and must be serving as a member of the board at the time of such election. (b) the chairman of the board shall: (i) preside at all meetings of the board; (ii) have general supervision of all business of the board; and (iii) perform such other duties as may be required by the board. (c) the vice chairman of the board shall: (i) serve as interim chairman in the absence of the chairman; (ii) preside at all meetings of the board in the absence of the chairman; and (iii) perform such other duties as may be required by the board. 4.3 terms of office. (a) unless a shorter term is specified in the resolution electing a director, the term of office of each director shall be three (3) years and until a successor is elected who qualifies, except as specified in 4.3(b). Each elected member of the board shall be eligible to serve no more than two consecutive full terms. (b) no member shall be eligible to serve beyond the completion of the first annual meeting of the directors after having attained the age of 74 years. (c) the chairman of the board shall serve a term of three (3) years or until his or her successor shall be duly appointed, or in accordance with the age limitation specified above; provided however that the chairman may be replaced by an affirmative vote of a majority of the members serving on the board at a given time. The chairman shall be eligible to serve no more than three consecutive full terms. (d) the vice chairman of the board shall serve a one (1) year term or until his or her successor shall be duly elected by the board, or in accordance with the age limitation specified above; provided however that the vice chairman may be replaced by an affirmative vote of a majority of the members serving on the board at a given time. The vice chairman shall be eligible for re-election for as long as he or she shall be eligible to remain a member of the board. (e) the president of ati shall serve on the board for as long as he or she shall hold the position of ati president. However, the resignation or removal of the president of ati shall result in his or her automatic resignation or removal from the board. (f) any director elected by the board may be removed from office without cause by a two-thirds (2/3) vote of the directors then in office. To the extent practical, director term expirations will be staggered such that approximately one third of them expire annually. As each term nears completion, the board will determine whether to renew the director's term following a discussion of evaluation results and recommitment with the member. 4.4 vacancies. (a) any vacancy occurring on the board involving the board position of the ati president as provided under section 4.1 shall be filled by an interim or successor president, as applicable, appointed by the board. Any appointed interim or successor shall serve on the board until his or her successor takes office. (b) any vaca”

“Ati's special committee had authority to act on behalf of the board for matters related to the potential change of control transaction.”

“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 ati 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 the compliance officer. Key employee potential conflicts of interest are reviewed by the compliance department; 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 who will ensure it is reviewed by the ati board of directors. In addition, ati has implemented an organizational ethics and compliance program which applies to all employees and board members.”

“Compensation for ati's employees, including that of officers and key employees, is set by ati's board of directors. Ati engages an independent consultant who advises the ati board of directors regarding comparable industry compensation information for the officers and key employees of ati. Compensation is reviewed by the board of directors 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 interest policy, and detailed financial statements available to the public upon written request.”

“Advanced technology international (ati) is organized exclusively to lessen the burdens of government and for such charitable, educational, and scientific purposes as will qualify it for exemption from federal income tax as an organization described by section 501(c)(3) of the internal revenue code of 1986. The corporation is authorized (a) to facilitate collaboration among government agencies, academia, and industry in order to identify technology solutions that contribute to operational and cost efficiencies. (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 the corporation without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received, the corporation's articles of incorporation, the bylaws of the corporation, or any laws applicable thereto. (c) to do any other act or thing incidental to or connected with the foregoing purpose or in advancement thereof within the general powers enumerated in the south carolina nonprofit corporation act of 1994 (or the corresponding provisions of any subsequent law).”

“Advanced technology international (ati) is organized exclusively to lessen the burdens of government and for such charitable, educational, and scientific purposes as will qualify it for exemption from federal income tax as an organization described by section 501(c)(3) of the internal revenue code of 1986. The corporation is authorized (a) to facilitate collaboration among government agencies, academia, and industry in order to identify technology solutions that contribute to operational and cost efficiencies; (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 the corporation without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received, the corporation's articles of incorporation, the bylaws of the corporation, or any laws applicable thereto; and (c) to do any other act or thing incidental to or connected with the foregoing purpose or in advancement thereof within the general powers enumerated in the south carolina nonprofit corporation act of 1994 (or the corresponding provisions of any subsequent law); notwithstanding the foregoing, (i) the corporation has not been formed for pecuniary profit or financial gain, and no part of the assets, income, or profits of the corporation is or shall be distributable to, or inure to the benefit of, its directors or officers except to the extent permitted under the laws of south carolina relating to nonprofit corporations and the applicable provisions of the irc governing income tax exempt organizations; (ii) no substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office; and (iii) the corporation shall not carry on any other activities not permitted to be carried on by: (a) a corporation exempt from federal income tax under irc section 501(c)(3); or (b) a corporation, contributions to which are deductible under irc section 170(c).”

“Change in fair value of interest rate swap $1,257,061”