Wingspan Arts Inc.

“On June 26, 2014, the organizations Board of Directors adopted revised bylaws implementing, among other things, changes to comply with the New York Nonprofit Revitalization Act of 2013. The revised bylaws include the following significant changes: (a) updating Section 4.4 Number of Directors to provide that the number of directors shall be fixed from time to time by a resolution of the Board, but shall not be less than seven (7) nor more than fourteen (14) Directors; (b) updating Article 5 Meetings of the Board, specifying the availability of electronic notice of meetings, electronic waivers of notice, electronic consent to voting without a meeting, and participation in meetings by electronic video screen communication; (c) updating Section 5.8 Meetings of the Board to provide that the purchase, sale, mortgage or lease of real property shall be approved by the vote of a majority of directors of the Board, thereby no longer requiring a vote of two-thirds of the entire Board unless such transaction involves all, or substantially all, of the organizations assets; (d) updating Section 6.5 Chairman of the Board to provide that no employees of Wingspan shall serve as Chairman or hold any other office or title with similar responsibilities; (e) updating Article 7 Committees, to reflect that the Nominating and Governance, Finance, and Audit Committees shall be deemed Board Committees (in lieu of Standing Committees), and that Committees of the Corporation, as shall be designated by the Board, shall take the place of Advisory Committees; and (f) deleting Article 8 Provisions Applicable to Directors and Officers Generally and Disclosure and Voting Policy Applicable to Directors, in light of the organizations adoption of a separate Conflict of Interest and Related Party Transactions Policy.”

“The organizations Board of Directors, Executive Director, and Director of Finance and Operations review the Form 990 every year.”

“The organization adopted an updated Conflict of Interest and Related Party Transactions Policy on June 26, 2014, which subjects the organizations officers, directors, and key employees to certain voting prohibitions and disclosure requirements. In particular, covered persons are required to complete a disclosure statement prior to taking office, and annually in each succeeding year, as well as to promptly disclose a financial interest in any transaction or proposed transaction with the organization and/or any conflict of interest. The organizations Audit Committee oversees the implementation of and compliance with the Conflict of Interest and Related Party Transactions Policy. The organizations employees are also subject to an ethical behavior and conflict of interest policy set forth in the organizations employee handbook. Employees are required to acknowledge receipt of the handbook and that they have read, and will comply with, all of the policies contained therein. The Executive Director oversees the implementation of and compliance with the ethical behavior and conflict of interest policy included in the employee handbook, in consultation with the Audit Committee as appropriate.”

“Consistent with the organizations Executive Compensation Policy, the Executive Director's salary is annually reviewed and approved by the Board of Directors and the responsible board committee.”

“The organizations governing documents, conflict of interest policy, and audited financial statements are available upon request from the public. Generally these documents are sent by email or regular mail. Certain of these documents are also available on guidestar.org (a not-for-profit entity that provides information on not-for-profit organizations).”

“Consistent with the Audit Committee Charter adopted by the organizations Board of Directors on June 26, 2014, the Audit Committee retains the organizations independent auditors and oversees their work.”