Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
CUBRC INC
Employer identification number
22-2505934
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization?
................
11g(i)
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
27,651,341
28,425,257
29,035,314
40,042,673
49,169,826
174,324,411
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3
27,651,341
28,425,257
29,035,314
40,042,673
49,169,826
174,324,411
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public support. Subtract line 5 from line 4.
174,324,411
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
7
Amounts from line 4..
27,651,341
28,425,257
29,035,314
40,042,673
49,169,826
174,324,411
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
831
40,567
1,073
922
9,956
53,349
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11
Total support (Add lines 7 through 10).
174,377,760
12
Gross receipts from related activities, etc. (see instructions)
..................
12
5,683,694
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.................................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
99.970 %
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
99.970 %
16a
33 1/3% support test—2013.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2012.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2013.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
13
Total support. (Add lines 9, 10c, 11, and 12.)..
14
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2013.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2012.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2013
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
CUBRC INC
Employer identification number
22-2505934
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 4
CHANGE IN MEMBERSHIP: CUBRC, INC. CHANGED FROM A TWO MEMBER CORPORATION TO A FOUR MEMBER CORPORATION. THE FOUR MEMBERS ARE THE RESEARCH FOUNDATION OF THE STATE UNIVERSITY OF NEW YORK, JAMES H. CUMMINGS FOUNDATION INC., JOHN R. OISHEI FOUNDATION AND THE MARGARET L. WENDT FOUNDATION. THE FOUR MEMBERS APPOINT THE DIRECTORS OF THE BOARD. CHANGE IN COMPOSITION OF BOARD OF DIRECTORS AND OFFICERS: THE BOARD OF DIRECTORS WILL BE COMPRISED OF 11 DIRECTORS. EACH MEMBER WILL APPOINT TWO NATURAL PERSONS TO BE A DIRECTOR AND THREE NATURAL PERSONS WILL BE ELECTED BY MAJORITY VOTE OF THE MEMBERS. THE BOARD OF DIRECTORS SHALL AT ITS ANNUAL MEETING FROM AMONG ITS NUMBER ELECT BY A MAJORITY VOTE THE CHAIR, VICE CHAIR, SECRETARY, AND TREASURER; THE CHAIR AND VICE CHAIR SHALL SERVE IN THEIR RESPECTIVE POSITIONS FOR NO MORE THAN FIVE (5) CONSECUTIVE YEARS. THE BOARD OF DIRECTORS SHALL BY ACTION OF A MAJORITY OF THE ENTIRE BOARD OF DIRECTORS APPOINT THE PRESIDENT AND CHIEF EXECUTIVE OFFICER WHO SHALL SERVE AT THE PLEASURE OF THE BOARD OF DIRECTORS; THE PRESIDENT AND CHIEF EXECUTIVE OFFICER SHALL NOT BE A MEMBER OF THE BOARD OF DIRECTORS. ADDITIONAL OFFICERS SHALL BE APPOINTED BY ACTION OF THE BOARD OF DIRECTORS. CHANGE IN DIRECTOR QUALIFICATIONS: EACH DIRECTOR MUST BE (A) A NATURAL PERSON, (B) AT LEAST EIGHTEEN YEARS OF AGE, AND (C) A U.S. CITIZEN. NO MORE THAN TWO DIRECTORS MAY BE TRUSTEES, DIRECTORS, OFFICERS, MANAGERS, OR OWNERS (OTHER THAN AS A MINORITY SHAREHOLDER OR OWNER OF AN EQUITY INTEREST OF NOT MORE THAN 3% OF A COMPANY THE EQUITY INTERESTS OF WHICH ARE PUBLICLY TRADED ON A NATIONALLY RECOGNIZED STOCK EXCHANGE OR OVER THE COUNTER) OF, OR HOLD SIMILAR SUCH POSITIONS WITH, THE SAME CORPORATION, ASSOCIATION, PARTNERSHIP, LIMITED LIABILITY COMPANY, OR INSTITUTION OR ANY RELATIONSHIP THAT WOULD CAUSE THE CORPORATION TO BE AFFILIATED WITH ANOTHER CORPORATION, ASSOCIATION, PARTNERSHIP, LIMITED LIABILITY COMPANY, OR INSTITUTION. CHANGES IN QUORUM VOTING: QUORUM VOTING WILL REQUIRE AT LEAST A MAJORITY OF THE DIRECTORS. THE AFFIRMATIVE VOTE OF A MAJORITY OF THE DIRECTORS, IF A QUORUM IS PRESENT AT THAT TIME, SHALL BE THE ACT OF THE BOARD OF DIRECTORS ON ANY QUESTION THAT MAY COME BEFORE THE MEETING. CHANGES TO COMPENSATION: REASONABLE COMPENSATION - IT IS THE POLICY OF THE CORPORATION TO PAY NO MORE THAN REASONABLE COMPENSATION FOR PERSONAL SERVICES RENDERED TO THE CORPORATION. THE DIRECTORS AND OFFICERS (WITH THE EXCEPTION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER AND ANY ADDITIONAL OFFICERS APPOINTED BY THE BOARD OF DIRECTORS) SHALL NOT RECEIVE COMPENSATION FOR FULFILLING THEIR DUTIES AS DIRECTORS AND OFFICERS, BUT MAY BE REIMBURSED FOR ACTUAL OUT-OF-POCKET EXPENSES WHICH THEY INCUR IN ORDER TO FULFILL THEIR DUTIES AS DIRECTORS AND OFFICERS. EXPENSES OF SPOUSES OR FAMILY MEMBERS WILL NOT BE REIMBURSED BY THE CORPORATION UNLESS THE EXPENSES ARE NECESSARY TO ACHIEVE A CORPORATE PURPOSE. APPROVAL OF COMPENSATION - THE BOARD OF DIRECTORS MUST APPROVE IN ADVANCE THE AMOUNT OF ANY COMPENSATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER AND ANY ADDITIONAL OFFICERS IDENTIFIED BY THE BOARD OF DIRECTORS. BEFORE APPROVING THE COMPENSATION OF AN OFFICER, THE BOARD OF DIRECTORS SHALL DETERMINE THAT THE TOTAL COMPENSATION TO BE PROVIDED BY THE CORPORATION TO THE OFFICER IS REASONABLE IN AMOUNT IN LIGHT OF THE POSITION, RESPONSIBILITY AND QUALIFICATION OF THE OFFICER FOR THE POSITION HELD, INCLUDING THE RESULT OF AN EVALUATION OF THE OFFICER'S PRIOR PERFORMANCE FOR THE CORPORATION, IF APPLICABLE. IN MAKING THE DETERMINATION, THE BOARD OF DIRECTORS SHALL CONSIDER TOTAL COMPENSATION TO INCLUDE THE SALARY AND THE VALUE OF ALL BENEFITS PROVIDED BY THE CORPORATION TO THE INDIVIDUAL IN PAYMENT FOR SERVICES. AT THE TIME OF THE DISCUSSION AND DECISION CONCERNING AN OFFICER'S COMPENSATION, THE OFFICER SHALL NOT BE PRESENT IN THE MEETING. THE BOARD OF DIRECTORS SHALL OBTAIN AND CONSIDER APPROPRIATE DATA CONCERNING COMPARABLE COMPENSATION PAID TO SIMILAR OFFICERS IN LIKE CIRCUMSTANCES. THE BOARD OF DIRECTORS SHALL SET FORTH THE BASIS FOR ITS DECISIONS WITH RESPECT TO COMPENSATION IN THE MINUTES OF THE MEETING AT WHICH THE DECISIONS ARE MADE, INCLUDING THE CONCLUSIONS OF THE EVALUATION AND THE BASIS FOR DETERMINING THAT THE INDIVIDUAL'S COMPENSATION WAS REASONABLE IN LIGHT OF THE EVALUATION AND THE COMPARABILITY DATA. CHANGES TO CONFLICTS OF INTEREST: A CONFLICT OF INTEREST WILL BE DEEMED TO EXIST WHENEVER AN INDIVIDUAL IS IN THE POSITION TO APPROVE OR INFLUENCE CORPORATION POLICIES OR ACTIONS WHICH INVOLVE OR COULD ULTIMATELY HARM OR BENEFIT FINANCIALLY: (A) THE INDIVIDUAL; (B) ANY MEMBER OF HIS IMMEDIATE FAMILY (SPOUSE, PARENTS, CHILDREN, BROTHERS OR SISTERS, AND SPOUSES OF THESE INDIVIDUALS); OR (C) ANY ORGANIZATION IN WHICH HE, SHE, OR AN IMMEDIATE FAMILY MEMBER IS A DIRECTOR, TRUSTEE, OFFICER, MEMBER, PARTNER OR MORE THAN TEN-PERCENT (10%) SHAREHOLDER. SERVICE AS A FIDUCIARY ON THE GOVERNING BOARD OF ANOTHER NOT-FOR-PROFIT CORPORATION DOES NOT CONSTITUTE A CONFLICT OF INTEREST.
FORM 990, PART VI, SECTION A, LINE 6
CUBRC IS A NOT FOR PROFIT CORPORATION WITH FOUR MEMBERS, THE RESEARCH FOUNDATION OF THE STATE UNIVERSITY OF NEW YORK, JAMES H. CUMMINGS FOUNDATION INC., JOHN R. OISHEI FOUNDATION AND THE MARGARET L. WENDT FOUNDATION. THE FOUR MEMBERS APPOINT THE DIRECTORS OF THE BOARD.
FORM 990, PART VI, SECTION A, LINE 7A
THE FOUR MEMBERS EACH APPOINT TWO REPRESENTATIVES TO THE BOARD OF DIRECTORS; AND 3 INDEPENDENTS ARE BY A MAJORITY VOTE ELECTED BY THE MEMBERS.
FORM 990, PART VI, SECTION B, LINE 11
THE ORGANIZATION DISTRIBUTES A COPY OF THE 990 TO THE AUDIT COMMITTEE FOR REVIEW AND APPROVAL. UPON APPROVAL BY THE AUDIT COMMITTEE A COPY OF THE 990 IS THEN POSTED ON A WEBSITE ACCESSIBLE BY THE BOARD MEMBERS FOR THEIR REVIEW.
FORM 990, PART VI, SECTION B, LINE 12C
THE CONFLICT OF INTEREST POLICY IS PART OF ITS CODE OF BUSINESS ETHICS POLICY. THIS POLICY IS SIGNED BY EACH EMPLOYEE UPON EMPLOYMENT WITH CUBRC AS WELL AS BY EACH BOARD MEMBER. THE POLICY STATES THAT IF THERE ARE ANY QUESTIONS OR INSTANCES OF SUSPECTED/ANTICIPATED CONFLICT, IT IS THE EMPLOYEE'S RESPONSIBILITY TO BRING IT TO THE ATTENTION OF THE EXECUTIVES OF THE ORGANIZATION, OR IF IT INVOLVES THE EXECUTIVES, TO THE BOARD OF DIRECTORS FOR DISCUSSION. THE BOARD REGULARLY INQUIRED ABOUT ANY CONFLICTS AND RESOLUTIONS OF SUCH.
FORM 990, PART VI, SECTION B, LINE 15
ORGANIZATION'S CEO, EXECUTIVE DIRECTOR AND TOP MANAGEMENT OFFICIALS: CEO'S COMPENSATION IS REVIEWED AND APPROVED ANNUALLY BY THE COMPENSATION COMMITTEE, A GROUP COMPRISED OF 5 INDEPENDENT DIRECTORS APPOINTED ANNUALLY BY THE BOARD. COMPENSATION DATA AS WELL AS CORPORATE WIDE STATISTICS ARE PROVIDED TO THE COMMITTEE FOR USE IN DETERMINING THE CEO'S COMPENSATION. EVERY THREE YEARS, THE COMPENSATION COMMITTEE ENGAGES AN INDEPENDENT EXTERNAL CONSULTANT (LONGNECKER & ASSOCIATES) WHO SPECIALIZES IN NOT FOR PROFIT ORGANIZATIONS. LONGNECKER & ASSOCIATES WAS ENGAGED IN 2012 AND CONDUCTED A STUDY COMPARING COMPENSATION OF THE TOP SIX EXECUTIVES, INCLUDING THE CEO, TO SIMILARLY SIZED NOT FOR PROFIT AND FOR PROFIT COMPANIES IN THE RESEARCH AND DEVELOPMENT/HI TECH INDUSTRY. OTHER OFFICERS OR KEY EMPLOYEES: THE CEO DETERMINES OTHER OFFICERS' AND KEY EMPLOYEES' SALARIES. THE CEO DETERMINES THIS BASED ON JOB REQUIREMENTS, MARKET DATA FOR LIKE POSITIONS, AND EMPLOYEE'S PERFORMANCE. COMPENSATION DATA OF THE OFFICERS AND KEY EMPLOYEES IS PROVIDED TO THE COMPENSATION COMMITTEE FOR INFORMATIONAL PURPOSES. IN 2012 THE COMPENSATION COMMITTEE ENGAGED LONGNECKER & ASSOCIATES, AN INDEPENDENT EXTERNAL COMPENSATION CONSULTING FIRM, TO REVIEW THE COMPENSATION OF THE OFFICERS AND KEY EMPLOYEES. LONGNECKER & ASSOCIATES REPORTED BACK TO THE COMPENSATION COMMITTEE WITH COMPARABLE DATA FOR ANALYSIS.
FORM 990, PART VI, SECTION C, LINE 19
THE ORGANIZATION WILL MAKE INFORMATION AVAILABLE UPON REQUEST.
FORM 990, PART IX, LINE 11G
OTHER VARIOUS PROFESSIONAL FEES: PROGRAM SERVICE EXPENSES 110,102. MANAGEMENT AND GENERAL EXPENSES 3,341. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 113,443. SUB-CONTRACTORS ASSISTING WITH TECHNICAL AND SCIENTIFIC RESEARCH.: PROGRAM SERVICE EXPENSES 15,726,435. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 15,726,435.
FORM 990, PART XII, LINE 2C:
THE ORGANIZATION HAS AN AUDIT COMMITTEE WHICH IS RESPONSIBLE FOR OVERSEEING THE COMPANY'S ACCOUNTING AND FINANCIAL REPORTING PROCESSES AND BEING WELL INFORMED ABOUT FINANCIAL OPERATIONS, REPORTING, INTERNAL CONTROL SYSTEMS, COMPLIANCE AND RELATED MATTERS. THE AUDIT COMMITTEE ALSO HAS RESPONSIBILITY FOR SELECTING, RETAINING AND TERMINATING WHEN APPROPRIATE, THE INDEPENDENT AUDITOR, AND DETERMINING THE COMPENSATION OF THE INDEPENDENT AUDITOR.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.