Rancho Cielo Inc.

“The board of directors may create or the chair may appoint one or more committees. The committee shall be comprised of no fewer than two directors and is to serve at the pleasure of the board of directors or chair of the board. Appointments to such committees shall be by the chair of the board. One or more directors may be appointed as alternate members of any such committee, who may replace any absent member at any meeting of the committee. The chair of the board is an ex officio member of all committees, and may attend any committee meetings in that capacity. No committee may do any of the following: (a) take any final action on any matter that, under the california nonprofit public benefit corporation law, requires the approval of the members or approval of a majority of members of a nonprofit public benefit corporation (notwithstanding that this corporation has no members); (b) elect directors or fill vacancies on the board of directors; (c) fix compensation of the directors for serving on the board of directors or any committee of the board of directors; (d) amend or repeal bylaws or adopt new bylaws; (e) amend or repeal any resolution or action taken by the board of directors that by its express tenns is not so amendable or repealable; (f) create any other committees of the board of directors or appoint the members of committees of the board of directors, including any appointments to fill vacancies on committees of the board of directors; (g) expend corporate funds to support a nominee for director; or, (h) approval of any contract or transaction in which one or more directors has a direct or indirect material financial interest, except as permitted under section 5233(d)(3) of the california nonprofit public benefit corporation law and the corporation's conflict of interest policy. Meetings and actions of committees of the board of directors shall be governed by, held and taken under the provisions of article iv of the bylaws applicable to meetings and actions of the board of directors; except that the calling of special meetings of committees can be set either by board resolution or the resolution of the committee. The time and place for meetings of committees shall be at the principal office of the corporation, unless otherwise approved by the board of directors or the committee. The board may adopt rules for the governance of any committee as are consistent with these bylaws. If the board of directors has not adopted rules, the committee may do so. The chair of each committee shall cause to be kept adequate minutes of committee proceedings and provide copies of such minutes to the members of the board of directors in a timely fashion and regularly report to the board of directors on the actions taken by such committee.”

“The annual form 990 is reviewed by the treasurer and the finance committee of the organization as directed by the board of directors in accordance with policy, before the return is filed.”

“An interested person shall mean any director, officer, key employee or any committee member regardless of whether such person is a director, who has a direct or indirect financial interest in a contemplated transaction or arrangement. A conflict of interest may exist when an interested person has, directly or indirectly, a financial interest in any transaction or arrangement under consideration by any officer, the board or any committee. In connection with any actual or possible conflict of interest, an interested person must fully disclose all material facts related to the relationships and/or financial or other interests that give rise to the actual or potential conflict of interest. Such disclosure shall be made to the board, the executive committee or any officer(s) considering the proposed transaction or arrangement. If a director, officer, key employee or committee member becomes aware of any potential conflict of interest related to another director, officer, key employee or committee member, he or she shall bring it to the attention of the chairperson of the board or the executive committee immediately. The board or executive committee (subject to subsequent board ratification) may determine that the financial or other interest is not material and that, therefore, there is no actual or potential conflict of interest. If the board or the executive committee (subject to subsequent board ratification) determines that there is no actual or potential conflict of interest, no vote of the board or the executive committee shall be required to proceed with the transaction or arrangement. If the board or the executive committee determines that an actual or potential conflict of interest exists, the board or the executive committee (subject to subsequent ratification by the board) may authorize or approve the transaction or arrangement pursuant to the procedures set forth in section 4 of the conflict of interest policy. If the executive committee makes a determination that no actual or potential conflict of interest exists in connection with a proposed transaction or arrangement such finding shall be reviewed and, if appropriate, ratified by the board at its next meeting. Procedures for addressing a conflict of interest: if the board or executive committee determines that there is an actual or potential conflict of interest, the board or executive committee shall proceed as follows: a. The interested person(s) shall leave the meeting during the discussion of, and vote on, the transaction or arrangement, provided that such interested person(s) shall be given the opportunity to address the meeting with respect to the transaction or arrangement before leaving the meeting. B. The board or executive committee may appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement before voting on such transaction or arrangement. C. The board, acting in good faith, may authorize or approve the transaction or arrangement by vote of a majority of the directors then in office without counting the vote of any director who has a material financial interest in the transaction or arrangement (although such director(s) may be counted in determining the presence of a quorum) after determining the following: i. That the board has knowledge of all material facts concerning the transaction or arrangement and the financial interest of any interested person in such transaction or arrangement; ii. That the board is acting in good faith; iii. That the corporation is entering into the transaction for its own benefit; iv. That the transaction is (or was) fair and reasonable to the corporation at the time the corporation will (or did) enter into it; and, v. That, after reasonable investigation under the circumstances, the corporation cannot obtain a more advantageous arrangement with reasonable effort under the circumstances from a person or entity that does not have an actual or potential conflict of intere”

“As required by government code 12586(g), the board of directors (or an authorized committee of the board of directors) shall approve the compensation, including benefits, paid to the chief executive officer and chief financial officer (and any officer with comparable duties) to ensure that such compensation is just and reasonable. The process described here was last completed in 2023.”

“The organization makes its governing documents, policies and financial statements available upon request. Those interested can contact the organization for this information. The annual 990 return is also available on the organization's website.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”