Ought Inc.

“In may 2023, the organization amended its bylaws to remove andreas j. Stuhlmuller as the sole member with various membership rights (including the power to appoint elect any member of the governing body). Effective may 2023, these duties fell to the members of the board then serving in office.”

“Until may 2023 (when the bylaws were amended), the organization had one sole member: andreas j. Stuhlmuller.”

“Andreas j. Stuhlmuller, as the organization's sole member, had the exclusive right to elect any director until may 2023, when the bylaws were amended.”

“As the organization's sole member until may 2023, andreas j. Stuhlmuller had the exclusive right: to vote on any sale, lease, transfer, or other disposition of all or substantially all of the assets or properties of this corporation; to vote on any merger of this corporation, but only to the extent required by the delaware corporation law; to vote on dissolution of this corporation; to vote on the amendment or repeal of the bylaws; to vote on any amendment to the corporation's certificate of incorporation; and to vote on any other matters that may properly be presented to the members for a vote, pursuant to this corporation's certificate of incorporation, bylaws, or action of the board of directors, or by operation of law. These rights transferred to the members of the board then in office after may 2023, when the bylaws were amended.”

“The form 990 is completed by an independent tax accountant in conjunction with the organization's accounting and finance department. The draft is then made available to all members of the board of directors prior to filing with the internal revenue service.”

“The organization has a conflict of interest policy which covers all directors, officers, and key employees ("disqualified persons"). Under the policy, each disqualified person is required to annually sign a statement that: (i) affirms that the person has received a copy of the conflict of interest policy, has read and understood the policy, and has agreed to comply with the policy; and (ii) discloses the person's financial interests and family relationships that could give rise to conflicts of interest. Additionally, each disqualified person has an ongoing duty to promptly disclose to the board, or to a board committee empowered to approve the transaction, all material facts regarding an interest relevant to a transaction. The board or committee shall ascertain that all material facts regarding the transaction and the disqualified person's interest have been disclosed, and compile appropriate data to evaluate whether the transaction is fair and reasonable to the organization and in its best interests, which may include investigating alternatives. Additionally, at a meeting, the board or committee may ask questions of and receive presentations from the disqualified person. The board or committee, in the absence of the disqualified person, shall determine whether the interest constitutes a conflict of interest, and if so, whether the transaction is nevertheless in the organization's best interest, for its own benefit, and fair and reasonable to the organization taking into account the relevant information and facts.”

“Compensation for both the top management official and other officers and key employees is determined by a compensation committee comprised of independent directors, based-on a review of market compensation paid by comparable organizations for comparable positions.”

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

“Reversal of prior year contribution revenue -3,500,000.”