Centerra Retail Sales Fee Corporation

“By one or more resolutions adopted by a majority of the directors then in office, the board of directors may designate from among its members one or more committees, each of which, to the extent provided in the resolution establishing such committee, shall have and may exercise all of the authority of the board, except as prohibited by statute. The delegation of authority to any committee shall not operate to relieve the board or any of its members from any responsibility imposed by law. Rules governing procedures for meetings of any committee of the board shall be as established by the board, or in the absence thereof, by the committee itself.”

“The board president reviews and approves the form 990 prior to filing. A copy of the form 990 is then provided to all board members.”

“The persons covered under this policy include directors, parties related to a director, and entities in which a director of the corporation is a director or officer or has a financial interest. No conflicting interest transactions shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding in the right of the corporation solely because the conflicting interest transaction involves a director of the corporation or a party related to a director or an entity in which a director of the corporation is a director or officer or has financial interest or solely because the director is present at or participates in the meeting of the corporation's board of directors or of the committee of the board of directors that authorizes, approves or ratifies the conflicting interest transaction, or solely because the director's vote is counted for such purpose if: 1. The material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or 2. The conflicting interest transaction is fair as to the corporation. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee that authorizes, approves, or ratifies the conflicting interest transaction.”

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