2019-08-26T07:27:47-05:00 2018-12-31 521392008 GELMAN ROSENBERG & FREEDMAN 4550 MONTGOMERY AVE SUITE 800N BETHESDA MD 208142930 990 2018-01-01 450672514 USAGAINSTALZHEIMER'S USAG 2023602043 1101 K STREET NW NO 400 WASHINGTON DC 20005 GEORGE VRADENBURG CHAIRMAN & CO-FOUNDER 2023602043 2019-08-26 1 3019519090 75.103.231.202 2019-08-26 08:27:43 ED 5269742019234033be05 2019-08-22 P 4FA38BE9C690C82C721A5060F87FC7588CB81F81 60F5620986AF14763908AFE7AC6F4ECEC523E148 2018 2019-02-21 02:37:17Z X M'LISS REINGRUBER 1101 K STREET NW NO 400 WASHINGTON DC 20005 7495151 0 X WWW.USAGAINSTALZHEIMERS.ORG X 2011 DC SEE PART III, LINE 1. 12 11 6 11 0 0 9733989 7246101 0 238430 92 4651 0 0 9734081 7489182 411250 369070 0 0 845256 642876 0 0 804974 5478241 7248843 6734747 8260789 2999334 -771607 5891619 5006152 505426 391566 5386193 4614586 X USAGAINSTALZHEIMER'S IS AN INNOVATIVE, PATIENT-CENTERED NON-PROFIT DEMANDING-AND DELIVERING-A SOLUTION TO ALZHEIMER'S DISEASE (AD). DRIVEN BY THE SUFFERING OF MILLIONS OF FAMILIES, WE PRESS FOR GREATER URGENCY FROM GOVERNMENT, INDUSTRY AND THE (CONTINUED ON SCHEDULE O) 0 0 6940379 369070 238430 USAGAINSTALZHEIMER'S HAS WORKED ACROSS SECTORS TO ACHIEVE IMPORTANT MILESTONES, INCLUDING:- SECURING THE U.S. GOAL OF PREVENTING AND EFFECTIVELY TREATING ALZHEIMER'S BY 2025 THROUGH THE NATIONAL ALZHEIMER'S PLAN, AND DRIVING GLOBAL EFFORTS THAT LED THE WORLD'S MOST POWERFUL NATIONS, THE G7, TO EMBRACE A SIMILAR 2025 GOAL.- HELPING TO INCREASE U.S. INVESTMENT IN DEMENTIA RESEARCH AT NIH AND PROMPTING THE U.K., CANADA AND JAPAN TO COMMIT TO GREATER RESEARCH INVESTMENT. SINCE OUR FOUNDING IN 2010, WE HAVE PLAYED A KEY ROLE IN SECURING MORE THAN A FIVEFOLD INCREASE IN U.S. ALZHEIMER'S RESEARCH FUNDING, FROM $400 MILLION TO $2.3 BILLION (FY 2019). OUR DIRECT INVESTMENT OF $33 MILLION SINCE 2010 HELPED GENERATE A $1.35 BILLION ANNUAL INCREASE IN U.S. ALZHEIMER'S RESEARCH FUNDING TO NIH AND THE DEPT. OF DEFENSE (FY 2011-17).- DRIVING U.S. AND GLOBAL ACTION AGAINST DEMENTIA WITH THE APPOINTMENT OF OUR CHAIRMAN, GEORGE VRADENBURG, TO THE U.S. ADVISORY COUNCIL ON ALZHEIMER'S AND TO THE WORLD DEMENTIA COUNCIL, AND HELPING TO LAUNCH LEADER'S ENGAGED ON ALZHEIMER'S DISEASE COALITION, GLOBAL CEO INITIATIVE ON ALZHEIMER'S DISEASE, GLOBAL ALZHEIMER'S PLATFORM FOUNDATION, DEMENTIA FRIENDLY AMERICA AND THE GLOBAL ALLIANCE ON WOMEN'S BRAIN HEALTH. - AMPLIFYING THE PATIENT/CAREGIVER VOICE IN RESEARCH-INCLUDING THE FIRST-EVER ALZHEIMER'S/DEMENTIA PATIENT- AND CAREGIVER-POWERED RESEARCH NETWORK, LAUNCHED WITH MAYO CLINIC, UCSF'S BRAIN HEALTH REGISTRY, AND THE UNIVERSITY OF FLORIDA AND FUNDED BY THE PATIENT-CENTERED OUTCOMES RESEARCH INSTITUTE.- ADDRESSING RACIAL AND ETHNIC DISPARITIES IN ALZHEIMER'S THROUGH FORMATION OF THE ALZHEIMER'S DISEASE DISPARITIES ENGAGEMENT NETWORK-A NATIONAL NETWORK OF RESEARCHERS, PATIENTS, CAREGIVERS, HEALTH SYSTEM STAKEHOLDERS AND COMMUNITY-BASED ORGANIZATIONS COMMITTED TO PROMOTING BRAIN HEALTH EQUITY AND ADDRESSING ALZHEIMER'S IN HIGH RISK COMMUNITIES.- ESTABLISHING THE ALZHEIMER'S DISEASE PATIENT AND CAREGIVER ENGAGEMENT INITIATIVE (AD-PACE), A GROUND-BREAKING PATIENT AND CAREGIVER-LED COLLABORATION OF INDUSTRY, ACADEMICS, GOVERNMENT AGENCIES AND ADVOCATES BUILDING A PERSISTENT PLATFORM TO DELIVER NEW INSIGHTS TO RESEARCH, REGULATORY AND PAYER AUTHORITIES ON PREFERRED TREATMENT AND HEALTH OUTCOMES SOUGHT BY THOSE LIVING WITH ALZHEIMER'S AND THEIR CAREGIVERS.- LAUNCHING THE BRAIN HEALTH PARTNERSHIP, AN INITIATIVE TO ENSURE THAT BRAIN HEALTH IS INCLUDED AS AN INTEGRAL ELEMENT OF OVERALL GOOD HEALTH AND THAT COGNITIVE DECLINE IS IDENTIFIED AND ADDRESSED IN A TIMELY MANNER.- CREATING A NATIONWIDE, GRASSROOTS COALITION OF MORE THAN 150 ORGANIZATIONS AND 220,000 INDIVIDUALS. - RAISING PUBLIC AWARENESS OF ALZHEIMER'S VIA MAJOR MEDIA NEWS COVERAGE: "TODAY" SHOW, NEW YORK TIMES, WALL STREET JOURNAL, USA TODAY, WASHINGTON POST, FORBES, REUTERS, WOMEN'S HEALTH, ROLL CALL, PBS.- MOBILIZING THOSE MOST AFFECTED BY ALZHEIMER'S IN INNOVATIVE WAYS: AFRICAN AMERICANS AND LATINOS TO FIGHT ALZHEIMER'S DISPARITIES AND LOW RESEARCH PARTICIPATION; WOMEN THROUGH A TARGETED ADVOCACY CAMPAIGN AND POLICY AGENDA (SEX-BASED RESEARCH, CAREGIVER SUPPORT); THE FAITH COMMUNITY TO INFORM AND ENGAGE THEIR MEMBERS; AND VETERANS TO RAISE RESEARCH PARTICIPATION AND AWARENESS OF ALZHEIMER'S AS AN URGENT HEALTH ISSUE.IN ADDITION, OUR ORGANIZATION, FOUNDERS (GEORGE VRADENBURG AND HIS LATE WIFE TRISH), AND STAFF HAVE RECEIVED NUMEROUS AWARDS AND ACCOLADES HONORING THE IMPACT OF OUR WORK:- ALZHEIMER'S DRUG DISCOVERY FUND'S GREAT LADIES AWARD- RESEARCH!AMERICA'S GORDON AND LLURA GUND AWARD- WASHINGTONIAN MAGAZINE'S WASHINGTONIANS OF THE YEAR- BRIGHTFOCUS FOUNDATION'S PUBLIC LEADERSHIP AWARD- GENENTECH'S ADVANCING HEALTH EQUITY IN NEUROSCIENCE AWARD NOTE: IN MANY CASES, USAGAINSTALZHEIMER'S CONTRACTS WITH FIRMS TO PROVIDE CORE CAPACITIES, INCLUDING POLICY/LEGISLATIVE AFFAIRS, COMMUNICATIONS AND MEDIA, AND DIGITAL MARKETING, AS WELL AS HELP LEAD SEVERAL OF OUR PROGRAMS. 6940379 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 59 0 1 6 1 0 0 0 0 0 0 0 0 0 0 X 12 11 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 0 0 AL AR CA FL GA HI IL KS KY MD MA MI MN MS NH NJ NM NY NC OR PA RI SC TN UT VA WV WI X RUSSELL PAULSEN 2023493803 1101 K STREET NW SUITE 400 WASHINGTON DC 20005 X GEORGE VRADENBURG CHAIRMAN 35.00 X X 0 0 0 SHAWN TAYLOR TREASURER 10.00 X X 0 0 0 KAREN SEGAL SECRETARY 5.00 X X 0 0 0 MERYL COMER FOUNDING BOARD MEMBER (SEE SCH. O) 10.00 X 18800 0 0 JOHN DWYER BOARD MEMBER 2.00 X 0 0 0 PETER LEVIN BOARD MEMBER 1.00 X 0 0 0 STANLEY PRUISNER BOARD MEMBER 0.01 X 0 0 0 DAVID SATCHER BOARD MEMBER 1.00 X 0 0 0 GREG O'BRIEN BOARD MEMBER 2.00 X 0 0 0 WILLIAM VEGA BOARD MEMBER 2.00 X 0 0 0 DREW HOLZPAFEL BD. MEM./INTERIM PRES (FROM 6/20/18) 5.00 X 0 0 0 MARILYN GLOSSERMAN BOARD MEMBER 2.00 X 0 0 0 SALLY SACHAR COO (UNTIL 1/18/18) 40.00 X 10015 0 0 M'LISS REINGRUBER CHIEF FINANCIAL OFFICER 40.00 X 144000 0 0 VIRGINIA BIGGAR DIRECTOR, CLERGY/ACTIVIST NETWORK 35.00 X 147000 0 0 STEPHANIE MONROE DIRECTOR, AFRICAN AMERICAN NETWORK 40.00 X 175000 0 0 494815 0 0 3 0 1 0 HIGH LANTERN GROUP 685 THIRD AVE 22ND FLOOR NEW YORK NY 10017 PROGRAM STRATEGY/MGMT 1075618 FAEGRE BAKER DANIELS LLP 1050 K STREET NW SUITE 400 WASHINGTON DC 20007 FEDERAL POLICY /AWARENESS 801361 RTI HEALTH SOLUTIONS PO BOX 1219 RESEARCH TRIANGLE PARK NC 27709 PROGRAM CONSULTING 682011 RATIONAL 360 1828 L ST NW STE 640 WASHINGTON DC 20036 DIGITAL COMM./SOCIAL MEDIA 304970 IAN N KREMER 2920 PARKLAWN CT HERNDON VA 20171 PROGRAM STRATEGY/MGMT 298600 14 7246101 5969 7246101 EDUCATION/AWARENESS 900099 238430 238430 238430 4808 4808 5812 5969 -157 -157 -157 7489182 238430 0 4651 X 369070 369070 28314 19371 4757 4186 569954 309691 152537 107726 4506 901 901 2704 40102 22056 10427 7619 159 159 82716 47958 34758 6617014 5780982 226946 609086 27694 27694 42560 11548 26458 4554 85752 77368 8384 29444 8833 14722 5889 179043 153125 12921 12997 133708 132595 1113 6844 6844 MEMBERSHIP 25000 25000 STATE REGISTRATION FEES 14920 14920 PAYROLL FEES 2816 1549 732 535 MISCELLANEOUS 1173 596 577 8260789 6940379 515436 804974 4310673 2708716 510487 959172 1272714 558582 482453 40000 26575 23192 5207 5891619 5006152 489227 375177 16199 16389 505426 391566 X 1776724 1043920 3609469 3570666 5386193 4614586 5891619 5006152 -771607 0 X 0 1 X 1 0 X 4778636 6826699 5654618 9733989 7246101 34240043 4778636 6826699 5654618 9733989 7246101 34240043 6951152 27288891 4808 4808 34244851 304430 0.79690 0.76340 X 0 DUE TO USAGAINSTALZHEIMER'S ACTION 16389 16389 X 7500066 10884 10884 7489182 0 7489182 8271673 10884 10884 8260789 0 8260789 PART X, LINE 2: FOR THE YEAR ENDED DECEMBER 31, 2018, USA2 HAS DOCUMENTED THEIR CONSIDERATION OF FASB ASC 740-10, INCOME TAXES, THAT PROVIDES GUIDANCE FOR REPORTING UNCERTAINTY IN INCOME TAXES AND HAS DETERMINED THAT NO MATERIAL UNCERTAIN TAX POSITIONS QUALIFY FOR EITHER RECOGNITION OR DISCLOSURE IN THE COMBINED FINANCIAL STATEMENTS. 1 ALZHEIMER'S DRUG DISCOVERY FOUNDATION 57 WEST 57TH STREET SUITE 804 NEW YORK NY 10019 201082179 501(C)(3) 5000 EVENT SPONSORSHIP ASPEN BRAIN INSTITUTE PO BOX 2055 ASPEN CO 81612 840399006 501(C)(3) 5000 EVENT SPONSORSHIP BRIGHTFOCUS FOUNDATION 22512 GATEWAY CENTER DR CLARKSBURG MD 20871 277337229 501(C)(3) 25000 EVENT SPONSORSHIP KIM & GLEN CAMPBELL FOUNDATION 1660 DUKE STREET ALEXANDRIA VA 22314 471042695 501(C)(3) 5000 EVENT SPONSORSHIP DEMENTIA ALLIANCE INTERNATIONAL PO BOX 582 ANKENY IA 50021 273538654 501(C)(3) 6000 TO SUPPORT ATTENDANCE OF MEMBERS TO AAIC CONFERENCE DUKE UNIVERSITY 324 BLACKWELL ST DURHAM NC 27701 560532129 501(C)(3) 100000 TO SUPPORT RESEARCH IN THE GENERAL AREA OF DEVELOPING A PATH TO ENHANCE THE QUALITY OF CARE FOR ALZHEIMER'S DISEASE PATIENTS ELIZABETH DOLE FOUNDATION 600 NEW HAMPSHIRE AVENUE NW WASHINGTON DC 20037 454292692 501(C)(3) 10000 EVENT SPONSORSHIP FOUNDATION FOR THE NIH 11400 ROCKVILLE PIKE SUITE600 BETHESDA MD 20852 521986675 501(C)(3) 25000 EVENT SPONSORSHIP N4ADEMENTIA FRIENDLY AMERICA INITIATIVE 1730 RHODE ISLAND AVE NW SUITE 1200 WASHINGTON DC 20036 521052345 501(C)(3) 75000 SUPPORT OF DEMENTIA FRIENDLY AMERICA INITIATIVE NATIONAL ALLIANCE FOR CAREGIVING 4720 MONTGOMERY LANE STE 205 BETHESDA MD 20814 521931357 501(C)(3) 30000 EVENT SPONSORSHIP NAVREF 1717 K STREET NW SUITE 900 WASHINGTON DC 20006 521784596 501(C)(3) 33500 EVENT SPONSORSHIP RESEARCH AMERICA 241 18TH ST NW SOUTH 501 ARLINGTON VA 22202 521609875 501(C)(3) 10000 EVENT SPONSORSHIP THE LATINO AND MEMORY DISORDERS ALLIANCE 4327 N OTTAWA AVE NORRIDGE IL 60706 352288467 501(C)(3) 5000 EVENT SPONSORSHIP 13 0 PART I, LINE 2: EVENT SPONSORSHIPS WERE NOT MONITORED AFTER AWARD. USA2 HAD REPRESENTATIVES ATTEND THE EVENTS. GENERAL SUPPORT GRANTS ARE MONITORED VIA PROGRESS REPORTS AND IN-PERSON MEETINGS TO DISCUSS RESEARCH FINDINGS. X X 0 0 0 0 0 0 0 0 0 STEPHANIE MONROE DIRECTOR, AFRICAN AMERICAN NETWORK 175000 0 0 0 0 0 0 0 0 0 175000 0 0 0 FORM 990, PART I, LINE 19: THE DEFICIT OF $771,607 LARGELY REFLECTS THE SPEND DOWN OF REVENUE RECEIVED IN 2017 FOR THE AD PACE INITIATIVE. FORM 990, PART III, LINE 1, DESCRIPTION OF ORGANIZATION MISSION: RESEARCH COMMUNITY IN THE QUEST FOR AN ALZHEIMER'S CURE-ACCOMPLISHING THIS THROUGH OUR OWN PATIENT-CENTERED EFFECTIVE LEADERSHIP, COLLABORATIVE ADVOCACY AND STRATEGIC INVESTMENTS. THROUGH NETWORKS AND COALITIONS, WE ENGAGE THE MOST DEEPLY AFFECTED COMMUNITIES (WOMEN, AFRICAN AMERICANS, LATINOS, VETERANS, RESEARCHERS, CLERGY, AND PATIENTS AND CAREGIVERS) TO: - MOBILIZE TO DEMAND GREATER RESEARCH FUNDING AND ELIMINATION OF BARRIERS BLOCKING THE PATH TO A CURE; - FOCUS ATTENTION ON THE UNIQUE BURDEN OF ALZHEIMER'S ON WOMEN AND COMMUNITIES OF COLOR, GIVEN THE DISPARATE IMPACT OF THE DISEASE ON THESE COMMUNITIES, AND SCALE INCLUSIVE SOLUTIONS; - GIVE GREATER VOICE TO INDIVIDUALS LIVING WITH AD-AND THEIR CAREGIVERS-IN SCIENTIFIC, POLICY AND REGULATORY DECISIONS; - INCREASE THE SPEED, EFFICIENCY OF AND PARTICIPATION IN CLINICAL RESEARCH; - ENSURE PEOPLE, PROVIDERS, AND POLICY-MAKERS TREAT BRAIN HEALTH AS AN INTEGRAL ELEMENT OF OVERALL GOOD HEALTH AND IDENTIFY COGNITIVE DECLINE EARLY; - ALLEVIATE THE ECONOMIC AND HUMAN BURDENS OF CAREGIVING THROUGH FAMILY-FRIENDLY FEDERAL AND WORKPLACE POLICIES. OUR THEORY OF CHANGE IS ROOTED IN THE BELIEF THAT AMERICANS CAN CREATE THE NATIONAL WILL TO PREVENT AND TREAT ALZHEIMER'S BY PRESSURING POLITICAL, BUSINESS AND CIVIC LEADERS TO: (1) DEVOTE THE NEEDED RESOURCES TO OUTCOMES-ORIENTED RESEARCH, AND (2) REFORM ASPECTS OF DRUG DEVELOPMENT THAT SLOW PROGRESS. WE CALL THIS "LEADERSHIP FOR THE CURE. AND IT WORKS. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 WAS PREPARED BY THE OUTSIDE ACCOUNTANTS AND REVIEWED BY ONE OF THE DIRECTORS AND THE CHIEF FINANCIAL OFFICER. A COPY OF THE FORM 990 WAS PROVIDED TO THE ORGANIZATION'S GOVERNING BODY BEFORE IT WAS FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C EACH DIRECTOR, PRINCIPAL OFFICER AND MEMBER OF A COMMITTEE WITH GOVERNING BOARD DELEGATED POWERS ANNUALLY SIGNS A STATEMENT WHICH AFFIRMS THAT EACH HE/SHE: A. HAS RECEIVED A COPY OF THE CONFLICTS OF INTEREST POLICY, B. HAS READ AND UNDERSTANDS THE POLICY, C. HAS AGREED TO COMPLY WITH THE POLICY, AND D. UNDERSTANDS THAT THE ORGANIZATION IS A NON-PROFIT PUBLIC BENEFIT CORPORATION AND, IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION, IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH GOVERNING BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE/SHE LEAVES THE GOVERNING BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS DECIDE IF A CONFLICT OF INTEREST EXISTS. FORM 990, PART VI, SECTION B, LINE 15A COMPENSATION IS DISCUSSED WITH THE BOARD CHAIRMAN, WHO USES INFORMATION FROM A REVIEW OF COO COMPENSATION AT OTHER NON-PROFITS, AND A PERFORMANCE REVIEW IS CONDUCTED. THE COMPENSATION IS THEN APPROVED BY THE BOARD WHEN IT APPROVES THE BUDGET. THE MOST RECENT COMPENSATION REVIEW TOOK PLACE IN DECEMBER 2018. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART VII, LINE 1: USAGAINSTALZHEIMER'S (USA2) AND USAGAINSTALZHEIMER'S ACTION (USA2ACTION), AN UNRELATED ORGANIZATION FOR TAX PURPOSES, HAVE ENTERED INTO A COST-SHARING ARRANGEMENT UNDER WHICH USA2ACTION REIMBURSES USA2 FOR USA2ACTION'S ALLOCABLE SHARE OF THE COMPENSATION OF CERTAIN EMPLOYEES FOR SERVICES PROVIDED TO USA2ACTION. PURSUANT TO THIS AGREEMENT, USA2ACTION REIMBURSED USA2 FOR ITS SHARE OF OFFICER COMPENSATION AS FOLLOWS: SALLY SACHER $501 FORM 990, PART VII, LINE 1: MERYL COMER RECEIVED COMPENSATION FOR HER WORK AS A SENIOR PROJECT CONSULTANT. HER COMPENSATION IS UNRELATED TO HER DUTIES AS A BOARD MEMBER. FORM 990, PART IX, LINE 11G PROGRAM MANAGEMENT/STRATEGY: PROGRAM SERVICE EXPENSES 1,609,289. MANAGEMENT AND GENERAL EXPENSES 89,920. FUNDRAISING EXPENSES 18,682. TOTAL EXPENSES 1,717,891. PROJECT FUNDS: PROGRAM SERVICE EXPENSES 3,553,818. MANAGEMENT AND GENERAL EXPENSES 117,726. FUNDRAISING EXPENSES 349,885. TOTAL EXPENSES 4,021,429. COMMUNICATIONS: PROGRAM SERVICE EXPENSES 478,793. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 84,315. TOTAL EXPENSES 563,108. OTHER PROFESSIONAL FEES: PROGRAM SERVICE EXPENSES 139,082. MANAGEMENT AND GENERAL EXPENSES 19,300. FUNDRAISING EXPENSES 156,204. TOTAL EXPENSES 314,586. FORM 990, PART IX, LINE 11G: FOR MANY SERVICES, USA2 CONTRACTS WITH FIRMS TO PROVIDE CORE CAPACITIES, INCLUDING POLICY/LEGISLATIVE AFFAIRS, COMMUNICATIONS AND MEDIA, DIGITAL MARKETING, AND TO LEAD TWO OF OUR CORE NETWORKS (RESEARCHERSAGAINSTALZHEIMER'S AND WOMENAGAINSTALZHEIMER'S). FORM 990 - AMENDED RETURN: THIS RETURN IS AMENDED TO ADD AN ADDITIONAL BOARD MEMBER TO PART VII.