Circulate LLC

“Circulate llc is organized as a limited liability company and currently has its application for tax exempt status pending. Its four equal members are four of the nation's most prominent nonprofit 501(c)(3) blood bank organizations. The four members joined together in this llc for the specific purpose of collaborating and combining their resources and expertise to apply modern data science to the crucial work of supporting the national blood supply.”

“The board is composed of one individual designated by each of the four initial members of the organization. Each member will also have the power to remove any board member appointed by it during the year.”

“The llc company agreement of circulate, llc states that no member, in its capacity as a member, shall have any power or authority over the business and affairs of the company or any power or authority to act for or on behalf of, or to bind, the company. The agreement does state that without the unanimous written approval of the members, the company shall not enter into any commitment to: (a) require or accept additional capital contributions from the members, (b) enter into any transaction whereby a member assumes a liability of the company or the company assumes a liability of a member; (c) enter into any transaction whereby property of a member secures a liability of the company or property of the company secures a liability of a member; (d) unless required by applicable law, make at any time a distribution to any member in excess of the cumulative net income allocated to such member in accordance with this agreement for all periods up to such time, net of any net losses allocated to such member in accordance with this agreement for all periods up to such time; (e) enter into any transaction that would change the percentage interest of any member relative to the percentage interests of the other members, except to the extent that such change is provided for by and attributable to the operation of the express terms and conditions of this agreement; (f) amend the agreement or the certificate of formation in any material respect (except as otherwise provided in agreement section 13.09); (g) change the size or structural composition of the board; (h) make any material change to the nature of the business conducted by the organization or enter into any business other than the business; (i) change the company's entity structure as a limited liability company; (j) change the company's status as a tax-exempt public charity under sections 501(c)(3) and 509(a) of the code or, unless and until such tax-exempt status has been recognized, change the company's status as a partnership for tax purposes; (k) issue additional membership interests or admit additional members to the company; (l) any borrowing by the company (in any single or series of related transactions) of funds in an aggregate outstanding principal amount in excess of $100,000, calculated as of the date of such borrowing; (m) the company's entry into a joint venture; (n) create a direct or indirect wholly owned subsidiary of the company; (o) effect the entry into or consummation of any transaction or series of related transactions involving the purchase, lease, license, exchange or other acquisition (including by merger, consolidation, acquisition of stock or acquisition of assets) by the company of any assets and/or equity interests of any person; (p) effect the entry into or consummation of any transaction or series of related transactions involving the sale, lease, license, exchange or other disposition (including by merger, consolidation, sale of stock or sale of assets) by the company of any material assets other than such sales in the ordinary course of business consistent with past practice; (q) eliminate the role of database contractor; (r) file for or otherwise initiate with respect to the company any bankruptcy or other similar proceedings; or (s) dissolve, wind-up or liquidate the company, other than as expressly provided in the llc agreement.”

“Circulate llc engages an independent public accounting firm to prepare the organization's form 990. A draft of the form 990 is distributed to the board for review and approval prior to filing the tax return.”

“Circulate did monitor and enforce conflict of interest matters from inception. A formal written policy was adopted in 2024 that includes an annual review and signed affirmation from all board members and circulate leadership. Signed affirmations are collected and retained by the executive director.”

“All executive compensation is reviewed and approved by the compensation committee and the board. Compensation amounts are determined based on independent surveys and comparable data to organizations our size for non-profits, other blood centers, and general industry.”

“All governing documents, conflicts of interest policy and financial statements are available upon request.”

“During formation all documents were retained until a formal written retention policy was adopted in 2024.”