Telluride Mountain Village Owners

“Internal irs rules, three of those board members are likely considered to be independent (2 class a and 1 class b board members). The three board members appointed by tsg ski & golf, llc, as the class d mountain special member, are likely not independent, as tsg ski & golf, llc is a related party due to its board participation and certain transactions with tmvoa. Tsg ski & golf, llc and its related entities hold majority voting rights in the class c board seat elections. As of december 31, 2023, tmvoa, tsg, two class c members and one class b member of tmvoa, executed a voting agreement that restricts tsg's voting rights in class c to no more than 10% of the total available votes in classc in order to address the risk to tmvoa's tax exempt status. The voting agreement is subject to automatic termination provisions in the event that there are changes in the tmvoa governing documents by amendments approved by a vote of the tmvoa members, a court order, and legislative changes adopted by the state of colorado. The board believes that this addressed the issue, and tmvoa has not received any outside regulatory correspondence relating to its tax exempt status. The board formed a finance, audit and budget committee, and delegated oversight of the audit and selection of the independent auditor.”

“The following board members have a business relationship as they are employed by tsg ski & golf, llc - - chad horning, board chairman - tom richards, board member - jeff proteau, board member the following board members were homeowners within tmvoa during the year ended december 31, 2024 - - jim royer, board vice chairman - tim kunda, board secretary/treasurer”

“In may of 2022, tmvoa entered into a management agreement with telluride consulting to perform the financial operations of tmvoa.”

“(i) tmvoa shall have four (4) classes of voting membership set forth below: - class a - class a members shall be all of the owners of residential sites. A class a member shall be entitled to one vote for each residential site. Owners of a residential site may delegate to a lessee of that residential site the right to vote by delivering written notice of such delegation to tmvoa. - class b - class b members shall be all owners who own a lodge site or all lessees who lease and operate a lodge site, if so designated by the owner of a lodge site. Owners of lodge sites not yet developed and certified for occupancy shall have no right to vote until such time as the lodge site is developed and a certificate of occupancy issued by the town. Each class b member shall be entitled to one vote for each zoned hotel unit, lodge unit, hotel efficiency unit or efficiency lodge unit. A class b member may assign or delegate to the manager of such lodge site all (but not less than all) of his voting rights as a class b member with respect to such lodge site. Tmvoa shall recognize any such assignment or delegation of voting rights provided that, to be effective with respect to tmvoa, the assignment or delegation of rights shall be in writing, shall be in terms deemed satisfactorily specific by tmvoa, and a copy thereof shall be filed with and approved by tmvoa. - class c - class c members shall be all those owners who own and operate any type of service, commercial or retail business (except a lodge site), and all those lessees who operate any type of service, commercial or retail business upon their sites, in accordance with the town land use ordinance. A class c member shall be entitled to one vote for each 250 square foot increment of space that is owned or leased by such member and used in furtherance of the operation of such business. For purposes of this provision, square footage shall be measured from the interior painted walls of the space and shall not include square footage devoted to mechanical, circulation or parking. Nothing to the contrary withstanding, each class c member shall receive a minimum of one vote. The owner and/or lessee of any vacant service, commercial or retail space shall not be entitled to a vote as long as the service, commercial or retail space remains vacant. - class d - the mountain special member shall constitute the entire class d membership. (ii) a member may belong to more than one class. (iii) if a membership in any class is held by more than one person or entity, the holders thereof may vote in any manner in which they all agree as set forth in a written instrument delivered to tmvoa. (iv) at any meeting of a single class of members, such members shall be entitled to vote only the votes to which they are entitled pursuant to being members of such class. At any meeting of the combined classes of membership where a vote of combined classes of members is to be taken, each member shall be entitled to vote the number of votes for each class of which it is a member which is in the combined classes. (v) for the purpose of determining the vote of a class, the vote of a majority of such class present at the particular meeting in person or by proxy and entitled to vote on matters addressed at such meeting shall be deemed the vote of such class. There are 2,443 residential sites, 1,090 lodging sites and 170 commercial sites. There are no sites with class d mountain special member. Each site within tmvoa is categorized into a site depending upon the zoning classification of each site as set forth in the town of mountain village land use code (except for class d). Class d is granted a special membership under the tmvoa governing documents.”

“The members of the board of directors of tmvoa are elected or appointed as follows: - 2 class a residential directors are elected by the residential class. Each residential site is allocated one vote. - 1 class b lodging director is elected by the lodging class. Each lodging site is allocated one vote for each lodging unit constructed and certified for occupancy. - 1 class c commercial director is elected by the commercial class. Votes in the commercial class are allocted by square footage. Each 250 of square feet of commerical space is allocated 1 vote only. Commercial space that has been constructed and is occupied is allowed to vote. Vacant commercial space is not allocated a vote. If a commercial space is occupied by a lessee, the lessee is allocated the vote rather than the owner of the commercial space. - 3 class d directors are appointed by tsg ski & golf, llc.”

“The combined membership may, by the affirmative vote of a majority of the classes, unless expressly made subject to a higher voting requirement by law, the articles, the general declaration or the bylaws, make, atler, amend and repeal the bylaws or articles of incorporation, at any annual meeting or at any special meeting called for that purpose at which a combined quorum shall be represented. Tmvoa may be dissolved only by the affirmative vote of a majority of the classes.”

“The form 990 is prepared by the organization's independent public accounting firm based on information provided by management. Once the draft is available, it is reviewed by management and any changes incorporated into the filing. Once this detailed review is complete, the draft of the form 990 is presented to the finance, audit, and budget committees and full board for their review and comments prior to filing with the irs.”

“The organization's conflict of interest policy applies to the board of directors. Directors are required to complete an annual disclosure setting forth their affiliations. The organization's attorney monitors all contracts and transactions considered by the board of directors to assist in determining the existence of any possible conflicts of interests in accordance with the conflict of interest policy. If a conflict of interest exists, the director is prohibited from voting on the matter.”

“All documents are available to the public through the organization's website - www.tmvoa.org.”

“The organization did not change the process for the oversight and selection of their independent accountant during the year.”