MCM Holdings

“The Board of Directors may establish an Executive Committee composed of at least three directors designated by the Board of Directors. The Executive Committee has the authority of the Board of Directors in the managmenet of the business of the corporation in the interval between meetings of the Board of Directors.”

“The sole voting member of the organization is the Minnesota Children's Museum.”

“Minnesota Children's Museum, the Organization's sole voting member, has the power to elect or appoint one or more members of the governing body.”

“The voting member has the following rights and powers concerning the governance of the organization: 1. To appoint and remove for cause any or all members of the Board of Directors. 2. To propose amendments to the Articles of Incorporation or Bylaws for consideration by the Board of Directors. 3. All other rights and powers of voting members pursuant to Chapter 317A of the Minnesota statutes. None of the following actions are effective without the express written approval of the voting member: 1. Appointment of the President 2. Amendment of the Articles of Incorporation or Bylaws 3. Adoption of the Organization's strategic plans, capital budgets, and operating budgets 4. Approval of any plan of merger or consolidation by this organization with any foreign or domestic corporation voluntary dissolution of this organizatoin or sale lease, mortgage, encumbering, or transfer of any of this organizations' assets over limits established from time to time by reslution adopted by the voting member 5. Adoption of policies regarding the implementation of any of the rights and powers described in Section 1.4 of the organization's bylaws (all of which have been described above).”

“The Organization's Form 990 is prepared by an independent accounting firm and reviewed by the Minnesota Children's Museum's Director of Finance and the Board of Directors prior to filing. The Board receives a copy of the Form 990 prior to filing.”

“The conflict of interest policy requires all officers, directors, and employees to sign a conflict of interest disclosure form annually. If a conflict is present, the member will not be present during discussions and must abstain form the vote. Any existing conflicts are to be docuemented in the meeting minutes. The Board of Directors is responsible for oversight of all disclosures or failures to disclose and for taking appropriate action in the case of any actual or potential conflict of interest transaction.”

“The governing documents, conflict of interest policy, and financial statements are available to the public upon request.”

“Net asset transfer to Minnesota Children's Museum -7,555,836.”