Human Diagnosis Project Ltd

“The organization made changes to its governing documents in 2017, including its articles of incorporation and bylaws. The organization has become a membership organization.”

“The organization has a member who has certain rights enumerated in the organizations bylaws, including, but not limited to, the right to elect directors, set the number of directors, and remove directors, the right to vote on any sale, lease, transfer, or other disposition of all or substantially all of the assets or properties of the organization; the right to vote on any merger of the organization, but only to the extent required by the delaware general corporation law; the right to vote on dissolution of the organization; the right to vote on the amendment or repeal of the bylaws of the organization; and the right to vote on any amendment to the organizations certificate of incorporation.”

“Pursuant to its bylaws, the member of the organization has the exclusive right to elect the directors of this organization.”

“Pursuant to its bylaws, the member has the right to vote on any sale, lease, transfer, or other disposition of all or substantially all of the assets or properties of the organization; the right to vote on any merger of the organization, but only to the extent required by the delaware general corporation law; the right to vote on dissolution of this organization; the right to vote on the amendment or repeal of the bylaws of the organization; and the right to vote on any amendment to the organizations certificate of incorporation.”

“Once the form 990 has been finalized, the form is distributed to human diagnosis project ltds board of directors for review, discussion, and acceptance. It is each board members responsibility to review the form 990 in sufficient detail so as to bring any questions or concerns to the table before acceptance.”

“The human diagnosis project, ltd. Has board meetings twice annually and additionally as required. At each board meeting where the board discusses issues or other corporate actions which may involve conflicts, each board member is required to disclose potential conflicts. These disclosures are then reviewed for items of conflict. Items noted as a potential conflict, if any, are reviewed by the board, directors, officers, and, where appropriate, outside legal counsel. Appropriate action is taken to address the disclosures and to ensure that directors do not vote on any matter in which they have a conflict of interest.”

“Each year, certain independent directors survey the marketplace and gather market data on the compensation of the acting director (the ceo/executive director) and other top management positions. The acting director position and other top management positions are matched with other similar positions in organizations with similar revenues, structures, and scope. For the acting director positions and other top management positions, both base pay and total compensation pay are compared. Total compensation includes base pay and bonus pay. (the organization does not currently provide deferred compensation.) every year, certain independent board members also conduct a formal performance evaluation on the acting director and other top management positions.”

“For officers and key employees, certain independent directors match these positions with other similar positions in organizations with similar revenues, structures, and scope. The market ranges for base pay are provided to those independent board members. (the organization does not currently provide bonus pay or deferred compensation to other officers and key employees.) those independent board members review this data and approve the ranges to be used by the acting director in determining their base pay. The organization maintains contemporaneous documentation regarding its deliberations and decisions regarding each management compensation arrangement.”

“Upon request, human diagnosis project, ltd. Provides copies of its audited financial statements, forms 990, and its conflict of interest policies.”

“Operations consultants = $14,651Community consultants = $69,542Payment to UCSF for research study = $240,128Medicine consultants = $63,575”