Canoe Brook Country Club

“The canoe brook country club (the "club") was incorporated as a membership organization.”

“Each proprietary member, also known as class a members, has the opportunity to vote for trustees at the annual meeting by ballot cast in person or by proxy. Only members in class "a" who are in good standing shall have the right to vote or hold office except as provided in section 4-7 of the by-laws. Section 4-7 states that at the meeting immediately after the annual meeting in each year, the trustees shall elect a president, vice president, secretary, and a treasurer who shall hold office for one year until the election of their successors. All of such officers shall be members of the board except the secretary, who need not be a board member. The trustees, at the first meeting of the board following the annual meeting, appoint a committee of three members to be known as the nominating committee who shall serve for a period of one year. The duty of the nominating committee shall be to nominate candidates for trustees on the board to be elected by the proprietary members at the annual meeting and candidates for vacancies in the office of trustee to be filled by the board.”

“The decisions of the governing body that are subject to approval by members are as follows: the affirmative vote or written consent of two-thirds of all proprietary members shall be requisite for: 1) the mortgage of any property of the club; 2) the distribution of a substantial portion of the monies or assets of the club, except as part of normal club operations; 3) the amendment of the certificate of incorporation; 4) the dissolution of the club in the case of a sale of any lands of the club, an affirmative vote or written consent of eighty-five percent of all proprietary members shall be required.”

“The club has engaged an outside accounting firm to prepare the form 990. Once the form 990 is prepared, the club's treasurer will review. An electronic copy of the form 990 is distributed to the finance committee prior to being finalized and filed with the internal revenue service.”

“Members of the board of trustees, officers and the general manager, collectively referred to as the "management persons" must not act in their personal interests, or in the interest of others, with respect to club affairs, but must act exclusively in the interest of the club. Each management person shall annually sign a statement which affirms that such person: a) has received a copy of the conflict-of-interest policy; b) has read and understands the policy; c) has agreed to comply with the policy. A conflict-of-interest may occur when a management person is influenced in his or her decision-making by personal, business, financial or other facts not soley related to the club's best interest. Prior to the commencement of any negotiations with respect to a proposed transaction involving (the "interest party"), the interested party must make full disclosure, to the best of his or her knowledge, of any dual interest in the proposed transaction by submitting a report that the proposed transaction or arrangement may or may not be in the best interest of the club. After disclosure of the financial interest and all material facts to the board or executive committee, the interested party shall depart the board or executive committee meeting which the determination of a conflict-of-interest is discussed and voted upon the board or executive committee, excluding any interested party, shall decide if a conflict-of-interest exists. The minutes of the board or executive committee meeting, during which a potential or actual conflict-of-interest was discussed shall contain: a) the name of the management person who disclosed an actual or potential conflict-of-interest or otherwise was found to have a conflict-of-interest, b) the nature of the conflict-of-interest, c) any action taken to determine whether a conflict-of-interest was presented and the decision of the board or executive committee as the whether a conflict-of-interest existed, and a decision as to whether the transaction was approved notwithstanding the conflict, and d) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, including a record of any votes taken in consideration therewithin.”

“The club president determines compensation for the chief operating officer and the chief operating officer determines compensation for other top management officials and key employees of the organization. The amounts of compensation paid is documented in the employees file.”

“The club does not make its governing documents, conflict of interest policy, or financial statements available to the general public. The club makes their documents available to members upon request.”

“Change in total proprietary shares & capital bonds -420,815.”