Board Meeting Agenda

Directors and Expected Attendees

Quorum: a majority of current members of the Board (3 of 5) — Article V, Section 6.

Agenda

1. Call to Order; Attendance; Quorum; Notice

Lijie Zhou, President — 2 min

• Call to order and recording of attendees
• Confirmation that quorum (3 of 5) is present per Article V, Section 6
• Confirmation that notice was duly given per Article V, Section 5 (Special) or Section 3 (Annual)
• Confirmation that the Bylaws Amendment was pre-circulated at least three full days in advance

2. Approval of Minutes

All Directors — 2 min

• Approval of the minutes of the prior Board Meeting

3. President’s Report

Lijie Zhou — 10 min

• Foundation five-year milestone (2021 → 2026)
• 2025 program highlights and 2026 active programs (Molokai, Uganda RCT, Project ASPIRAS AI launch July–October)
• Public website refresh — “Advisory Board” renamed to “Independent Directors” on the public site and in the 2025 report, consistent with the operational practice the Board has followed from inception
• For the record: the Independent Directors have participated as voting members of the Board from the Foundation’s founding; today’s resolutions formalize what the minutes already reflect

4. Treasurer’s Report and Portfolio Update

Charles E. Eesley — 10 min

• 2025 financial summary (assets, deployment ratio, qualifying distribution compliance)
• 2025 Form 990-PF filing status. Prior returns are available on the Foundation’s 990-PF filings page (ProPublica Nonprofit Explorer).
• Investment portfolio update — eleven active MRI and PRI positions; current state of the Oze and Challenges Uganda PRIs
• Confirmation that no Director received compensation for services as a Director during the reporting period (Article V, Section 9)

5. Bylaws Amendment

Action item — vote required — 10 min

Pre-circulated: the Bylaws Amendment. Four amendments in a single document:

1. New Article V, Section 15 codifying Independent Directors as full voting members with the same rights and duties as any Director
2. Article X, Section 1: “the District of Columbia” → “the State of California” (corrects a template error in the 2021 adoption)
3. Article VI clarification of officer titles to reflect actual practice
4. Article V, Section 3 — replaces the fixed September Annual Meeting date with a Board-set date, allowing flexible (e.g., summer) scheduling

Proposed resolution:

RESOLVED, that the Board of Directors hereby adopts the Bylaws Amendment dated [DATE], 2026, in the form circulated to all Directors at least three full days prior to this meeting, pursuant to Article XII, Section 2 of the Bylaws; and FURTHER RESOLVED, that the President and Treasurer are authorized to maintain the adopted amendment as part of the corporate records.

Vote required: majority of Directors present at a meeting at which a quorum is present.

6. Re-election of Independent Directors; Independence Finding under Cal. Corp. Code § 5227

Action item — vote required — 10 min

Framing: The three Independent Directors have served with full voting rights and fiduciary duties since the Foundation’s founding, as documented in the minutes. To remove any ambiguity going forward and make the formal record consistent with practice, the Board (i) acknowledges that prior service, (ii) formally re-elects each Independent Director for the current term, and (iii) makes the disinterested-director finding required by California Corporations Code § 5227.

Proposed resolutions:

RESOLVED, that the Board hereby acknowledges and ratifies the prior service of Sharon (Yixuan) Li, Ph.D., Hadiyah Mujhid, and Yanbo Wang, Ph.D., as voting members of the Board from the Foundation’s founding through the date of this meeting; and it is FURTHER RESOLVED, that each is hereby re-elected as a Director pursuant to Article V, Section 2 of the Bylaws, to serve a term consistent with the Bylaws; and it is FURTHER RESOLVED, that the Board finds that Sharon (Yixuan) Li, Hadiyah Mujhid, and Yanbo Wang are disinterested directors within the meaning of California Corporations Code § 5227; that they together constitute a majority of the Board; and that the Foundation accordingly satisfies the § 5227 requirement that not more than forty-nine percent (49%) of the Board consist of interested persons; and it is FURTHER RESOLVED, that Directors related by blood or marriage do not constitute a majority of the Board, consistent with Article V, Section 2.

7. Director Confidentiality Agreements — Article V, Section 11

Action item — execution required by each Director — 5 min

• One agreement per Independent Director, pre-circulated
• Each Independent Director executes during the meeting or by counterpart within seven days
• Co-Founders countersign on behalf of the Foundation; executed agreements retained by the Treasurer

8. Annual Conflict of Interest Statements — Article IX, Section 6

Action item — annual statement required from each Director — 5 min

• One statement per Director (including both Co-Founders), pre-circulated
• Each Director executes during the meeting or by counterpart within seven days; Treasurer retains in corporate records

9. Adoption of the Program-Related Investment Policy (Version 2)

Action item — vote required — 5 min

Pre-circulated: the PRI Policy (Version 2) and the supporting Significant Involvement Memo template. The Policy codifies the IRC § 4944(c) three-part test, charitable-purpose criteria, the no-significant-investment-purpose test, eligible instruments, § 4943 excess-business-holdings monitoring, operating-foundation direct-conduct requirements, and the Significant Involvement Memo as the standard supporting form.

Proposed resolutions:

RESOLVED, that the Program-Related Investment Policy (Version 2), in the form pre-circulated for this meeting, is adopted as an official policy of the Foundation effective as of the date of these minutes; and it is FURTHER RESOLVED, that the Significant Involvement Memo (in the template form pre-circulated) is the standard supporting form to be completed and retained for each program-related investment; and it is FURTHER RESOLVED, that all program-related investments shall require approval by a majority of the disinterested Directors then in office, with any conflicted Director recusing per California Corporations Code § 5233 and Article IX of the Bylaws.

10. Ratification of Existing MRI and PRI Portfolio; Go-Forward No-New-Overlap Rule

Action item — substantive vote required — 15–20 min

The most substantive item on today’s agenda. Disinterested-directors review of the existing portfolio against the Foundation’s purposes and the just-adopted PRI Policy.

Background: The portfolio includes two positions where the Foundation invested alongside a personal angel position held by a Co-Founder: Sequel (Tampro Inc.) and Empo Health. Both were disclosed to the Board and reviewed at prior annual meetings. The remaining MRI positions (including Oze, Appa, Sol Health, and others) are Foundation-only and present no conflict. The two Oze PRIs reflect a deliberate, disclosed concentration consistent with the Foundation’s mission-aligned thesis.

Proposed resolutions:

RESOLVED, that the disinterested Directors, having reviewed the Foundation’s mission-related investments in Sequel (Tampro Inc.) and Empo Health alongside the previously disclosed personal angel positions held by a Co-Founder, determine that those investments were made primarily for the Foundation’s exempt charitable purposes, on substantially the same terms available to other investors, that they were disclosed to and reviewed by the Board at prior annual meetings, and that no improper benefit accrued to any disqualified person; and the Board ratifies those investments; and it is FURTHER RESOLVED, that the remaining mission-related investments — including Synchron, Sol Health, Appa Health, Pow.bio, Natilus, Archimedes Venture Studio, and Vectors Capital — are held by the Foundation alone, present no overlap with personal holdings, and require no further ratification beyond continuing oversight under the Investment Policy; and it is FURTHER RESOLVED, that the Board ratifies the two program-related investments to Oze previously approved and disbursed, acknowledges that the resulting concentration is deliberate and consistent with the Foundation’s mission-aligned thesis, and directs the Treasurer to complete the outstanding cleanup items within sixty (60) days; and it is FURTHER RESOLVED, that effective immediately the Foundation will not make any new mission-related or program-related investment in a company or fund in which any Co-Founder (or any disqualified person within the meaning of IRC § 4946) holds a personal financial interest, except upon a specific finding by the disinterested Directors that the new overlap would not constitute self-dealing under IRC § 4941 and would advance the Foundation’s exempt purposes; and it is FURTHER RESOLVED, that the Treasurer shall conduct, and present at each annual meeting, an annual conflict screen comparing the Foundation’s MRI/PRI portfolio against any personal investment holdings of the Co-Founders.

11. New Business

All Directors — 5 min

• Items raised by Directors and disclosed in advance, or, with consent of Directors present, raised during the meeting

12. Adjournment

Lijie Zhou, President — 1 min

• Setting of the next regular Board Meeting date (the Annual Meeting date is set by the Board under the amended Article V, Section 3 — targeting summer 2027)
• Adjournment

Notes for the President and Treasurer

• Notice timing. For a Special Meeting, give all Directors written notice at least two days in advance (Article V, Section 5). For the Annual Meeting, at least ten days (Section 3). The Bylaws Amendment must be pre-circulated at least three full days before the meeting (Article XII, Section 1).
• Quorum and voting. Quorum is three Directors; each action requires a majority of Directors present at a meeting at which a quorum is present.
• Disinterested-director votes. Items 6 (§ 5227 finding) and 10 (MRI/PRI ratification) require the operative findings to be made by the disinterested Directors (Sharon, Hadiyah, Yanbo). The Co-Founders may participate in discussion, but the determinative findings are by the three Independent Directors, and the minutes should record who voted on each finding.
• Counterpart execution. Confidentiality Agreements and COI Statements may be executed in counterpart and delivered electronically; the minutes should record which signatures were collected at the meeting and which are completed within the seven-day window.
• Item 10 memo. The pre-circulated ratification memo with the conflict-screen analysis should accompany the package; if not yet drafted, item 10 proceeds on the resolution language above, with the analysis appended to the minutes as Exhibit A.