Highland Santa Barbara Foundation Inc

“Pursuant to section 2.2 of the organization's bylaws, the institutional member shall be entitled to two (2) votes upon each matter submitted to a vote of the members, and the individual member shall be entitled to one (1) vote upon each matter submitted to a vote of the members.”

“The corporation shall have two classes of members and one member in each such class: the institutional member, which shall be the santa barbara foundation, and the individual member, which shall be james dondero or an individual designated as the individual member in accordance with the bylaws.”

“Two (2) directors (the "institutional directors") shall be elected annually by the institutional member and one (1) director (the "individual director") shall be elected annually by the individual member.”

“Only the members, by the affirmative unanimous vote of the members entitled to vote, may adopt, amend, or repeal the bylaws, and alterations or amendments of the bylaws made by the members shall not be altered or amended by the board of directors to the extent such alteration or amendment expressly states that it can only be altered or amended by the members.”

“Management, including the directors, works diligently to complete the form 990 and attached schedules in a thorough manner. Management present the form to the board for review and comments. Prior to filing the return, all board members are provided the form 990 and management team members are available to answer any board members' questions.”

“No contract or agreement may be entered into by and between the corporation and any of the following: (a) a director, officer, or employee of the corporation (hereinafter an "insider"); or (b) any corporation, partnership, trust, sole proprietorship or any other entity (hereinafter an "entity") in which an interest is owned or held, directly or indirectly, by or for the benefit of an insider, unless (i) the transaction is approved in accordance with section 144 of the delaware general corporation law to the extent such provision is applicable to the transaction; and (ii) if one or more of the parties to the contract or transaction is a "disqualified person" with respect to the corporation within the meaning of section 4958 of the code, either (x) such transaction is reviewed and approved in accordance with the "rebuttable presumption safe harbor" provisions set forth in the regulations promulgated under section 4958 of the code or (y) the board of directors determines that such procedures are not necessary for the transaction involved and records its specific findings for making such determination; provided, however, that the following contracts and agreements shall not be subject to the foregoing prohibition: a gratuitous transfer of assets or promise to transfer assets to the corporation of any kind, including but not limited to, (i) a gift annuity, charitable remainder trust, charitable lead trust or similar split-interest arrangement which benefits both the insider and the corporation; or (ii) a loan, lease, agreement of sale or purchase, pledge, guarantee, assumption of liability, bailment, or consignment. All insiders shall, as a condition of qualifying and continuing to qualify as a director, officer, and/or employee of the corporation, abide by such conflict of interest policies as the board of directors may adopt from time to time.”

“The organization's governing documents, conflict of interest policy, and financial statements are made available upon request.”