Golden Empire Affordable Housing Inc II

“BOARD HAS NO COMMITTEES”

“Reviewed by chairman of the board”

“Section 4.24 self-dealing transactions. A self-dealing transaction is one (a) to which the corporation is a party and (b) in which one or more of the directors has a material financial interest, either directly or because the transaction is between the corporation and any entity in which one or more of the corporation's directors has a material financial interest. The board shall not approve a self-dealing transaction unless: a. The corporation is entering into the transaction for its own benefit; b. The transaction is fair and reasonable as to the corporation at the time the corporation entered into the transaction; c. The board's approval occurs prior to consummating the transaction or any part thereof, unless (i) the board's approval was not reasonably practicable to obtain priorto consummating the transaction, (ii) a committee or person authorized by the board approves the transaction prior to its consummation, and (iii) the board ratifies the transaction at its next meeting after determining that (i) and (ii) have been satisfied; d. The board's approval is made in good faith; e. The board's approval is made by a vote of a majority of the directors then in office without counting the vote of the interested director or directors; f. The board's approval is made with knowledge of (i) the material facts concerning the transaction and (ii) the interested director's or directors' interest in the transaction; and g. After reasonable investigation, the board has considered and in good faith determined that, under the circumstances, the corporation could not have obtained a more advantageous arrangement with reasonable effort.”

“UPON REQUEST”

“Consulting fees: program service expenses 0. Management and general expenses 290,667. Fundraising expenses 0. Total expenses 290,667.”