Tsbs Inc.

“A certified public accounting firm is retained to prepare the annual irs form 990. The cpa firm provides a copy of the completed form to the executive committee of the board of directors for their review and approval. A copy of the irs 990 tax return was provided to the executive director for his review, approval and signature.”

“As clearly indicated in the executive board and full board meeting minutes, all financial reporting is provided to all parties. The irs form 990 will also be made available upon request to the executive director. Any public request to view these documents along with the irs form 1023 and the tax exempt determination letter from the irs will also be made available upon request.”

“The executive committee performs the following actions 1. Board members, not having a conflict of interest, approve the executive directors, annual salary, 2. The board conducts an internal survey of the compensation paid to other executive directors, more than 3, of similiar banking training organizations around the united states, 3. The executive committee adequately and concurrently documents that the executive director compensation package is within the range of such comparable data. 4. The compensation package is approved in advance of the compensation earned. 5. The executive committee has adopted the provisions of treasury regulation section 53 .4958-6 c 1 iii. The conflict of interest policy precludes any executive committee members who have a financial interest in the compensation transaction, whether directly or indirectly through a family or business relation with a party to the transaction, from voting on the approval of the transaction. 6. The executive committee members not having a conflict of interest will review the salaries of at least 3 different persons with positions similar to the exec. Directors, at comparable schools to ensure that the executive directors aggregate compensation package is not more than the executive directors peers. 7. The documentation includes the following a. The terms of the compensation package and the date it was approved, b. The members of the executive committee who were present during the debate on the compensation package and those who voted on its approval, c. The comparable data relied upon by the executive committee and the means by which the executive committee obtained the data and the recusal of any members of the executive committee who may have had a conflict of interest. D. The exec. Committee must prepare this documentation before the later of 60 days after the vote or the next meeting of the executive committee.”

“Board of directors meet bi-annually to address policy issues, cirriculum changes, teacher evaluations and new hires, investment policy review and policy decisions, advertising efforts, etc. During these meetings any issues impacting conflict of interest, prohibitive transactions will be addressed by the full board of directors and acted upon .”

“Tsbs, inc. Is comprised of the participating state banker associations that participate in the foundation.”

“The board of trustees elect the officers for the upcoming year at the annual fall meeting. The nominating committee places individuals in nomination for approval by the entire board of trustees. The board of trustees consists of representatives from the participating bankers associations. The board of trustees also elect those individuals who will serve on the executive committee.”

“TAX SOFTWARE HAS LIMITATIONS ON TITLE/POSITION FOR OFFICER'S. WE ARE USING SCHEDULE O TO PROVIDE THE ACTUAL TITLES TO THESE OFFICERS. PRESIDENT-ELECT - Mr. J. Michael Mike Allen, IMMEDIATE PAST PRESIDENT-Mr. Mark G. Holladay, PRESIDENT-Mr. Joseph D. Jody Hudgins, CHAIRMAN-Mr. Scott E. Latham, CHAIRMAN ELECT-Mr. Colin Barrett, IMMEDIATE PAST CHAIRMAN-Mr. Robert T. Bob Taylor. THIS GROUP OF OFFICERS REPRESENT THE EXECUTIVE BOARD.”

“Transfer of funds to the woodland foundation = -$2596834”

“Trasfer of funds were made to the woodland foundation, a tax exempt, 501c3 entity, fid 83-4057982.”