Arc Research Institute

“Compensation is reviewed and approved by the Executive Director, COO, and Head of People. Radford survey data was used to determine compensation ranges, as well as publicly available data and compensation policies from Stanford and the University of California system. All deliberations and decisions are documented.”

“Compensation, including benefits, is reviewed and approved by the board for the executive director to ensure that it is just and reasonable. This occurs upon hiring, term renewal/extension (when applicable), and whenever the officer's compensation is modified, unless there is a universal modification of compensation that extends to substantially all employees. Arc engaged a compensation consultant in 2021 who completed a compensation survey to give an opinion to determine the appropriate compensation of the executive director, which was approved by the board. Comparability data was used from the survey to determine compensation ranges, as well as publicly available data and compensation policies from Stanford and the University of California system. All compensation increases must be approved by the board and are documented accordingly.”

“The Institute has, and will only have, one member at a time. The Member shall serve until the Member's death, incapacity or resignation. The Member and each successive Member shall name his/her successor. If at any time there is no Member serving and no successor has been designated, the Board of Directors shall designate the Member.”

“The Board of Directors shall be elected or appointed by the Member. The Member may remove and replace any member of the Board of Directors at any time for any or no reason.”

“The member has the following governing powers: -The annual meeting of the Member for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined by the Board of Directors and stated in the notice of the meeting. -Special meetings of the Member for any purpose or purposes shall be called pursuant to a resolution approved by the Board of Directors and may be called by the Member. The only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such meeting. -Any meeting of the Member, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof, and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If after the adjournment a new record date is fixed for the Member at the adjourned meeting, the Board of Directors shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to the Member. -Notice of the place, if any, date, hour, and means of remote communication, if any, of every meeting of the Member shall be given by the Corporation not less than 10 days nor more than 60 days before the meeting (unless a different time is specified by law) to the Member. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Notices of meetings to the Member may be given by mailing the same, addressed to the Member, at the Member's mailing address as it appears on the records of the corporation and such notice shall be deemed to be given when deposited in the U.S. mail, postage prepaid. Without limiting the manner by which notices of meetings otherwise may be given effectively to the Member, any such notice may be given by electronic transmission in accordance with applicable law. For purposes of these bylaws, "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. -The Board of Directors may adopt by resolution with the approval of the Member such rules and regulations for the conduct of the meeting of the Member as it shall deem appropriate. At every meeting of the Member, the Member, or in his/her absence or inability to act, such other officer or person appointed by the Member, shall act as chair of, and preside at, the meeting. The secretary or, in his/her absence or inability to act, the person whom the chair of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chair of any meeting shall have the right and authority to prescribe such rules, regulations, and procedures and to do all such acts as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations, or procedures, whether adopted by the Board of Directors with approval of the Member or prescribed by the chair of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; and (b) rules and procedures for maintaining order at the meeting and the safety of those present. Meetings of the Member may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear e”

“There is no committee with authority to act on behalf of the governing body, so this question has been intentionally answered "no."”

“THE FORM 990 AND SUPPLEMENTAL SCHEDULES ARE PREPARED AND REVIEWED BY AN EXTERNAL ACCOUNTING FIRM. IT IS THEN REVIEWED INTERNALLY BY MANAGEMENT and the audit committee. A COMPLETE COPY OF THE FORM IS PROVIDED TO ALL MEMBERS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEE AND THEY ARE REQUESTED TO REVIEW AND SUBMIT ANY QUESTIONS prior to filing.”

“The Institute has a conflict of interest policy that requires directors, officers, key employees and other designated individuals to disclose if they have a personal interest or relationship in a transaction involving the Institute, whether directly or indirectly through a family member, controlled entity or business or investment relationship. Any individual with a personal interest or relationship in a transaction involving the Institute must be recused from the discussions and approval for that transaction. The transaction must be reviewed by disinterested persons who do not have a personal interest in the transaction under review, and such disinterested persons may approve the transaction after determining that the terms are fair and reasonable to the Institute.”

“The organization's governing documents, conflict of interest policy and financial statements are available upon request.”

“REVERSAL OF GRANT FUNDS - -662521; Total - -662521;”