Capital Impact Partners

“Yes, cip has members. The articles of incorporation, as amended (the "articles"). And the bylaws, as amended (the "bylaws"), of cip, provide that the members of the board of directors of the national cooperative bank shall serve, ex officio, as the members of cip.”

“Each of the members of cip is entitled to cast one (1) vote with respect to any amendment to cip's articles, and with respect to any amendment to, or the repeal of, cip's bylaws. The members do not have any other voting power and thus are not entitled to vote with respect to the composition of the board of directors. The articles and bylaws provide that the members of the board of directors of cip shall be elected by the then-current members of the board of directors of cip.”

“The bylaws provide that any amendment to the articles and any amendment to, or the repeal of, the bylaws must be approved by the affirmative vote of at least six (6) of the eleven (11) directors. The articles provide that each of the members of cip is entitled to cast one (1) vote with respect to any amendment to cip's articles, and with respect to any amendment to, or the repeal of cip's bylaws. In particular, the articles provide that any amendment of the articles must be approved by the affirmative vote of at least two-thirds (2/3) of the votes entitled to be cast by the members present at a meeting of the membership; and that any amendment or repeal of the bylaws must be approved by the affirmative vote of a majority of the members present at a membership meeting. The procedural method and manner of giving notice of meetings, establishing quorum and submitting matters to a vote are specified in the bylaws.”

“The board of directors has delegated the responsibility for reviewing and approving the form 990 to the finance, audit and risk committee ("audit committee") of the board of directors, pursuant to the company's board-level delegations of authority and the finance, audit and risk committee charter. The chair of the audit committee reviews the form 990 with cip's chief financial and administrative officer, controller and tax preparer before it is submitted to the audit committee. The audit committee then independently reviews and approves the form 990 prior to filing. The chair of the audit committee reports on the process and findings of the audit committee at the next regularly scheduled meeting of the board of directors.”

“The board of directors reviews and approves cip's code of conduct and ethics policy on an annual basis; the code of conduct and ethics policy includes, among other things, cip's conflict of interest policy. The code of conduct and ethics policy is made available to all officers and employees of cip and all members of the board of directors, each of whom is required to certify as to matters set forth in the policy and provide conflicts of interest disclosures (if any) on an annual basis. The general counsel/chief compliance officer and the ethics official designated in the code of conduct and ethics policy jointly evaluate all conflicts of which they become aware and submit such conflicts for resolution to the board's finance, audit and risk committee ("audit committee"). Minutes reflecting all meetings held and actions taken by the audit committee, including with respect to conflicts matters, are included in the corporate record book.”

“The board of directors has delegated the responsibility for reviewing and making recommendations with respect to executive compensation to its executive committee (the "executive committee"), pursuant to the board-level delegations of authority and the executive committee charter. The executive committee reviews the compensation of the executive officers of cip; the executive committee then reports its process, findings and recommendations to the board of directors for independent review and approval by the board of directors. The process includes: managing the process of collecting and reviewing market data for the president and chief executive officer, the chief financial and administrative officer, the chief risk officer, the chief lending officer, the chief strategy and innovation officer, the general counsel/chief compliance officer and the treasurer; periodically engaging independent consultants to perform independent market analysis; evaluating the performance of the president and chief executive officer; and recommending annual executive-level compensation and incentives(if any) to the board of directors. All meetings and actions of the executive committee and the board of directors are documented concurrently therewith and recorded in the minutes of cip upon approval by the executive committee or the board (as applicable). Compensation decisions by the board of directors, the governing body authorized to approve executive-level compensation and incentive arrangements that are recommended by the executive committee, are made entirely of board members without a conflict of interest. In sum, cip is complying with the optional rebuttable presumption mechanism of treasury regulation section 53.4958-6.”

“Cip's form 1023 and form 990 are available for in-person inspection upon request, as required by law.”

“Cip makes its governing documents and conflict of interest policy available upon written request. Cip's annual report, which contains a condensed version of its financial statements, is posted on its website.”

“Cip was established pursuant to section 211 of the national consumer cooperative bank act as amended (the "bank act")(12 u.s.c.3051), as a section 501(c)(3) organization formed exclusively for charitable and educational purposes, including purposes that are expressly deemed charitable within the meaning of section 501(c)(3) under section 211 (c)(2) of the bank act. Its primary purpose is to provide financial services and technical support to cooperatives and other democratically structured, cooperative-like organizations, targeted toward newer, less established organizations and underserved communities whose residents are disadvantaged, low-income and/or elderly persons with special needs.”

“Change in equity method investments -92,494. Gain on new market tax credit unwind 94,891. Gain on extinguishment of office vacating agreement 1,937,432.”

“As in prior years, cip has an audit committee comprised of members of the board of directors. It is responsible for oversight of the audit.”

“In the normal course of business, members of cip's board of directors may be affiliated with cooperatives receiving or eligible to receive loans. Cip has conflict of interest policies, which require, among other things, that a board member be disassociated from decisions that pose a conflict of interest or the appearance of a conflict of interest. Loan requests from cooperatives with which members of the board may be affiliated are subject to the same eligibility and credit criteria, as well as the same loan terms and conditions, as all other loan requests. An analysis of the activity during fiscal year 2018 for the aggregate amount of these loans is as follows: balance at december 31, 2017 $ 23,596,450 net change 4,324,840 ____________ balance at december 31, 2018 $ 27,921,290”