Eau Claire Community Complex Inc.

“Up to three initial and replacement directors shall be appointed by each of the following founder entities: blugold real estate foundation, inc., and mayo clinic health system - northwest wisconsin region, inc.”

“Prior to board action, the following matters shall require the approval of each founder entity, however, where super majority approval is required, this requirement shall not be effective as to that item, to wit: (i) approval of the annual capital and operating budget (and any action which will result in a substantial change (more than 5% cumulatively) in the forecast of expenditures or revenues in any such budget); (ii) approving or defining specific lease terms, including, but not limited to, rates, term length, square footage, and renewal or extension or purchase of options or terms; (iii) approving specific tenants, their proposed uses, and use restrictions, or any changes thereto; (iv) adopting new programs and services; (v) approval of marketing and advertising terms and campaigns, including pricing, promotions, and placements for all space; (vi) approval of capital and fundraising campaigns and activities; (vii) approval of dissolution or liquidation or bankruptcy or receivership of this corporation; (viii) approval of any merger, reorganization, consolidation, and/or acquisition with or of other entities. (ix) any amendment of the articles of incorporation or bylaws to change the corporate purpose, corporate form, membership, or ownership terms and conditions, or any amendment to article 8 (promotional rights and limits) of these bylaws. (x) creating any subsidiary company or trust; (xi) changing or retaining accountants, auditors, or legal advisors; (xii) discharge or removal of a corporate officer; (xiii) hiring, terminating, setting, or changing the terms of employment of any manager or management company (except where a founder entity, affiliate, or subsidiary is a manager or a management company, then that founder entity may not vote on this issue); (xiv) loaning money or property of the corporation to any person or entity; or (xv) the initiation or settlement of any litigation, arbitration, investigation, or audit of the corporation.”

“The form 990 is emailed to all board members and is reviewed and approved prior to filing.”

“In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Derivative value change -940,748.”

“The process has not changed from the prior year.”