Rancho Cielo Inc.

“The executive committee consists of the board chair, vice chair, secretary, treasurer and one member at large.”

“Rancho cielo, inc. Adopted revised bylaws on july 23, 2024. The following material changes were made: 1. Expanded the organization's charitable purpose to support "at-promise" youth aged 1424 (previously "at-risk" youth aged 1625), with emphasis on diploma education, vocational training, and life skills development. 2. Increased the maximum number of directors from 19 to 21 and fixed the board size at 19 unless changed by resolution. 3. Added a provision allowing removal of directors without cause by majority vote of the board. 4. Adjusted director term dates to run from january 1 to december 31 (previously february 1 to january 31). 5. Added nominating, finance, and audit committees with defined responsibilities and composition requirements. 6. Introduced formal officer roles for chief executive officer (ceo) and chief financial officer (cfo), and required board approval of their compensation in accordance with california government code 12586(g). 7. Expanded conflict of interest and indemnification provisions to align with california nonprofit public benefit corporation law and irs requirements. 8. Enhanced annual reporting requirements, including disclosure of transactions over $50,000 and indemnifications over $10,000.”

“The annual form 990 is reviewed by the audit committee then sent to the entire board prior to approval.”

“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 2024.”

“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.”