Upic Solutions Inc.

“Upic solutions, inc. (upic) has two classes of members consisting of the founding members and the patron members. The founding members are those local united way organizations who have agreed to participate in the organizing activities of upic, and who enter into a founders membership agreement with upic. Patron members are those local united ways (or similarly situated nonprofit organizations) who elect to purchase services from upic. Only founding members serve as the sole voting members of upic.”

“Founding members serve as the sole voting members of upic, and exercise the following reserved powers: approval of annual operating and capital budgets, election, removal, and expansion of directors, appointment and removal of the ceo, approval of merger, consolidation, or dissolution of the corporation, issuance of debt, sale or conveyance of assets other than in the normal course of operations, approval of the addition and removal of founding members, and amendment of the articles or bylaws of the corporation. Patron members do not have any vote on any matter.”

“The board contemporaneously documents the meetings held or written actions undertaken, but the committees do not. The committees do not have the authority to act on behalf of the organization.”

“Electronic draft copy of the return was reviewed by the executive leadership team of upic solutions, inc, and other related board members prior to filing the return with the irs. The electronic copy was provided to all board members prior to filing.”

“Members are asked to update compliance reporting annually and update any changes as they occur. Any conflicts are brought to the board to be discussed, reviewed, and voted on by members.”

“The ceo's base compensation is determined by board officers review and annually determined by vote of entire board. A sub-committee makes a recommendation of the salary for the ceo, and they base their recommendation upon job performance and market-based salaries for similar positions. A market-based salary review is done every 2-3 years. The board then votes on this recommendation. Compensation for key employees is determined by the ceo, and included in an annual budget approval process.”

“Governing documents, conflict of interest policy, and/or financial statements are available to the public upon request.”

“The process has not changed from the prior year.”