Memorial Park Conservancy Inc.

“The executive committee shall consist of the chariman of the board, vice chairman, treasurer, secretary, the chariman of each of the other five (5) standing committiees, and up to three (3) at large members who are directors recommended by the chairman and approved by the board. The immediate past chairman of the conservancy shall also serve on the executive committee. The chairman of the board shall serve as the chairman of the executive committee. The executive committee shall have and may exercise, when the board of directors is not in session, the power of duties to perform all duties of every kind and character, not required by law or the charter of the conservancy, to be performed solely by the board of directors. The executive committee shall have authority to make rules for the holding and conduct of its meetings, and it shall keep written records of its meetings and actions taken without a meeting and report such actions to the board of directors not later than at the meeting of the board of the directors following any such action.”

“The board member business relationship that is unrelated to memorial park conservancy activity.”

“The ceo, coo, finance director, and finance committee review the form 990 and provide a copy to the board of directors prior to filing with the irs.”

“The conflict of interest policy is sent annually via email and/or mail to all board members. Forms are returned to mpc officer personnel and board leadership for review and filing.”

“Compensation for ceo is determined as follows: evaluation, review, and approval by the executive committee in consulation with board members; evaluation of compensation for comparable positions.”

“Summary of changes: lifetime and emeritus directors: a lifetime director may elect by notice to the conservancy to be on leave of absence with respect to the conservancy. A lifetime director on leave of absence shall not be considered a director of the conservancy in any respect, including, but not limited to, for quorum or voting purposes. A lifetime director on leave of absence may by written notice to the conservancy elect at any time to terminate his or her status as on leave of absence and fully resume his or her rights and duties as a lifetime director, subject to the terms of these bylaws, as amended. Annual meetings: the annual meeting of the board of directors ("annual meeting") shall be held at such time and place as shall be designated from time to time by the chairman of the board, or, if not so designated, in may of each year, for the purpose of (a) electing officers for the ensuing fiscal year, (b) electing directors, and (c) transacting such other business as may be properly brought before such annual meeting. Compensation of directors; expenses: persons serving as directors shall not receive any salary or compensation for their services as directors; provided, however, that nothing contained herein shall be construed as precluding any director from receiving compensation in a reasonable amount for personal services rendered (other than services rendered as a director) that are reasonable and necessary in carrying out the conservancy's purposes as the board of directors may from time to time determine in a resolution of the board of directors duly passed. A director shall be entitled to reimbursement for reasonable expenses incurred by him or her in carrying out his or her duties as a director, in accordance with such policies as may be determined by the board of directors from time to time. Advisory council: the advisory council's purpose shall be to advise and assist the board of directors and to serve as representatives and liaisons of the conservancy. Members of the advisory council shall not be considered members of the board of directors. The advisory council shall have no power to determine or control any matter relating to the conservancy. Removal of the board of director's ability to vote for a change in the advisory council the term to of a member of the advisory counsel has now been limited to three (3) years. Removal of the board of director's ability to fill a vacancy in the advisory board. Removal of the heading "quorum" to the advisory council subsection. Removal of the heading "voting" to the advisory council subsection.”

“Starting february 1, 2016 mpc took over management and operations of 1,100 acres from houston parks and recreation department. While mpc has been involved in park care helping to address and find solutions for ecological issues wihtin the park this year mpc shifted to managing and improving the park on a larger scale.”

“At may 31, 2016, the conservancy has a $4 million conditional pledge receivable. The commitment is conditional upon obtaining a signed development agreement with the city of houston and uptown development authority and commencement of construction of a master plan project. In december 2015, the condition of having a signed development agreement was completed but as of may 31, 2016, construction had not commenced. This gift will be recognized as contribution revenue when the conditions the donor established are substantially met.”