Garden Spot Village

“The sole member of the corporation is garden spot communities ("gsc").”

“Garden spot communities is the parent and sole member. Their bylaws provide for the authority to appoint board members.”

“Without the approval of the member, gsc, the board may not: (a) initiate, cease, or significantly modify any fund-raising or solicitation activities; (b) change the area served by the corporation; (c) borrow more than $10,000 under terms which provide for a repayment period in excess of three months; (d) enter into any leases which would obligate the corporation to make rental payments in excess of $10,000 per year; (e) purchase insurance policies other than policies which comply with any requirement set forth in any agreement entered into by the corporation; (f) undertake any capital expenditures in excess of $5,000 and any capital expenditures involving related projects which, in the aggregate, exceed $25,000; (g) adopt any original or revised capital or operating budgets which would result in any expenditure in excess of $10,000 over anticipated revenue; (h) amend the corporation's articles of incorporation or the bylaws; (i) initiate, cease, or significantly modify any of the corporation's lines of service, products or programs; (j) sell, relinquish, or otherwise authorize a change in control of more than 10% of the assets of the corporation; (k) select, remove or replace independent accountants and auditors for the corporation; (l) authorize fundamental changes to the corporation, including the adoption of a plan of dissolution of the corporation; the adoption of a plan of merger, consolidation, division, conversion or affiliation with another entity; and change to the current corporation's corporate organizational structure; (m) authorize and designate officers of the corporation to execute a deed of assignment for the benefit of creditors; file a voluntary petition in bankruptcy; file an answer consenting to the appointment of a receiver; or file an answer to an involuntary petition in bankruptcy; (n) organize or acquire any subsidiary or affiliate; (o) change the corporation's fiscal year; (p) election of the officers for the corporation; or (q) the determination to indemnify a representative as provided in section 10.2 of the bylaws.”

“The cfo will review the return for consistency with the information provided to baker tilly us, llp and their audit report. Copies will be e-mailed to all board members prior to filing for their review.”

“The conflict of interest policy is reviewed annually. Board members are each required to complete and sign a conflict of interest statement each year that is maintained by management. Any conflicts are dealt with on an as-needed basis. Conflicts would be documented and the board member would refrain from any vote for which there is a conflict of interest. Compliance with the policy is monitored by the board chair and ceo. No conflicts were noted for the current year.”

“The executive committee approves all salaries for officers and top management. Salaries are determined based on review of an annual survey provided by trade association to ensure compensation does not exceed fair market value. Review and approval process are documented.”

“The financial statements, conflict of interest policy and governing documents are available upon request and financial statements are also available through an annual disclosure statement filing with state and on the website.”

“Garden spot village ("gsv") is operationally affiliated with garden spot communities (ein: 81-1141253). Gsv is a common pay agent for w-2 reporting of all affiliated entities. Gsv reports all employees on its form w-3.”

“Change in value of derivative financial instruments 393,027.”