Basecamp305 Inc.

“The following directors, john marshall and diana dellaratta have a family relationship.”

“The members of the corporation shall consist of john marshall and such person or persons or organization or organizations as john marshall may appoint from time to time. John marshall shall take into account the interest of each such person or organization in determining eligibility for membership. Members may be removed by affirmative vote of john marshall for conduct detrimental to the interests of the corporation, for lack of sympathy with its objective or for refusal to render reasonable assistance in carrying out its purposes.”

“The board of directors of the corporation are elected by the members of the corporation.”

“Members of the corporation elect the board of directors and may remove a director from office. The members may also remove the president from office.”

“The form 990 is reviewed by the president and then provided to the board prior to filing.”

“To ensure the corporation operates in a manner consistent with its charitable and educational purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. B. Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation's written policies, are property recorded, reflect reasonable investment or payments for goods and services, further charitable and educational purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. In connection with any transaction in which an interested person has a financial interest, the interested person must disclose the existence of the financial interest and disclose all material facts to the board of directors or committee to which the board of directors has delegated the responsibility to consider and approve or disapprove of the proposed transaction. After such disclosure and presentation of all facts, the interested person shall leave the meeting while the determination of a conflict of interest is discussed and voted upon by the remaining members.”

“John marshall is a director of the school and a substantial contributor to the school. His child currently attends the school. The school does not charge tuition to any of its students, however, to avoid any concerns about private benefit, inurement, and any appearance of untoward personal benefit, all contributions by mr. Marshall are treated as follows: the equivalent fair market value of the school's tuition is determined by the disinterested members of the board of directors on an annual basis, based on average tuition rates of similar private schools in the area. All contributions by mr. Marshall are treated as tuition-equivalent payments for the benefit of his child that attends the school, up to the full value of the tuition that is imputed to his child. These tuition-equivalent payments are considered program service revenue to the school, and mr. Marshall will not take a charitable deduction on his income tax return for these amounts. Any contributions by mr. Marshall that exceed the equivalent value of tuition for his children are considered charitable contributions that are deductible for income tax purposes. The school will prepare written substantiation for mr. Marshall's contributions reduced by the equivalent value of the school's tuition. For the filing year of this return, that amount is $10,000 per child. To the extent any other disqualified persons have students in the school, the board of directors will follow the same policy and procedure.”