Cutty'S Okoboji Resort Club

“(Regarding members) Each of the Club's 1/3500 undivided interests is entitled to one voting membership of the Club.”

“(Regarding election of governing body) The 3500 voting members elect 7 directors of the Club.”

“(Regarding decisions of the governing body) The Bylaws of the Club may be amended or repealed and new Bylaws may be adopted by a vote of the majority of the voting members of the Club. The Declaration of Restrictions may be amended by an instrument in writing signed by the holder of at least three-fourths (75%) of the Memberships.”

“(Regarding review of Form 990) Form 990 is completed and draft copies are presented to the full Board including significant schedules prior to submission. Any necessary changes are then updated on the form. Once all necessary changes are made and management is in agreement with the Board of Directors on the finished Form 990, it is signed by the Board President, dated and submitted by the filing deadline. Each member of the Board of Directors then receives a copy of the completed Form 900 prior to submission.”

“(Regarding conflict of interest policy) When the Board is to decide upon an issue, about which a board member has an unavoidable conflict of interest, that member absents her or himself without comment from not only the vote, but also from the deliberation. After the disclosure of a financial or personal interest and all material facts, he or she leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The foregoing requirements, however, do not prevent a particular board member from briefly stating his/her position on the matter, nor from answering pertinent questions of other directors by reason of the fact that personal knowledge on the matter may be of assistance to the other board members in reaching their decision. The President or Chair of a committee, if appropriate, appoints a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the Board or committee determines whether the Club can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or committee determines by majority vote of the disinterested directors whether the transaction or arrangement is in the resort's best interest and for its own benefit and whether the transaction is fair and reasonable to the Club. The interested party is not counted for the purpose of determining a quorum or otherwise. The details regarding the disclosure, deliberations and vote is formally reflected in the minutes of the meeting at which they took place.”

“The Board decides on management's wage when they offer the position to the applicant, typically based on the qualifications and within a previously determined range. They then do an annual review, typically with a percentage increase each year.”

“(Regarding public disclosure of corporate documents) The Form 1024 application to the IRS and IRS Form 990 for the previous three years is made available for inspection by the public during normal busineess hours Monday thru Friday, 8:00 a.m. through 4:00 p.m. each week, except holidays. If someone from the public requests a copy of Form 990, they are referred to www.guidestar.com, where the Club's Treasurer has confirmed it to be widely distributed. Otherwise, individuals are required to pay a fee for the cost of the copies as well as the cost of staff required to produce a copy of the forms. Other corporate documents, such as bylaws, minutes, financials, and policies and procedures are maintained as internal documents and not made available to the general public, unless for a business reason as determined by the General Manager and approved by the Board of Directors.”