Open Supply Hub Inc.

“The board may, by a majority vote of its members, designate an executive committee consisting of at least two (2) board members and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and, except as may otherwise be provided, by provisions of law.”

“The organization updated its bylaws in october of 2022. Significant changes include: the board size has increased to accommodate new stakeholder composition and to make ed an ex officio (non-voting) member; 2/3 majority vote is needed for increasing or decreasing the size of the board and election of officers; for amending bylaws, a 2/3 majority is required and a 3/4 quorum, and at least one affirmative vote from a civil society seat; for section 4.11 it is specified that for amendments to the bylaws, the certificate of incorporation, the license offering open data to users, the stakeholder composition of the board and the adoption of strategy at least one affirmative vote from a civil society member is required; stakeholder composition of the board is regulated by board decisions and the bylaws specify the categories required; the nominations process is described in the bylaws and in the charter for the nominating committee to provide transparency on the matter in order to strengthen the process around board nominations and elections; three classes of members are introduced to provide for staggering and avoid that the full board is replaced in one election (no difference in responsibilities); the audit committee is established and the charter identifies composition, duties and reporting lines.”

“Once the draft version of the irs form 990 is provided by os hub's independent accounting firm, the executive director reviews with the leadership team and internal accountant. Following their review, the draft form 990 is circulated to the executive committee of the board of directors for review. Following the review by the executive committee, it is circulated to the full board of directors via email for feedback and subsequently filed with the irs.”

“Article 10 of the os hub's bylaws sets out the organization's conflict of interest policy. Prior to recruitment to the board of directors, any perceived conflicts of interest must be declared. If the board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Any disciplinary or corrective action will be documented and kept on file. Board members and officers of the organization are required to sign a conflict of interest disclosure annually. The board secretary monitors compliance.”

“The salary of the executive director is proposed following a robust benchmarking exercise, using comparable data to similar roles in the same geographic region in which the ed resides. The salary is reviewed annually, and agreed upon following a performance evaluation process. The last time this was done was in 2022. The executive director and coo/cfo under board advisory decides on the compensation of the other officers.”

“The os hub makes available its financial statements and irs form 990 on its info website. Other governing documents and conflict of interest policy will be provided upon request.”

“Contractural services: program service expenses 86,240. Management and general expenses 29,823. Fundraising expenses 13,023. Total expenses 129,086. Professional fees: program service expenses 62,289. Management and general expenses 22,410. Fundraising expenses 0. Total expenses 84,699.”

“The organization has not changed its audit oversight process or selection of an independent accountant process during the year.”