Carter P Brown Legacy Preservation Fund

“The organization has one class of members, consisting of three individuals, who have the power to appoint (and if appropriate, to remove and fill the vacancies on) a board of five directors.”

“The organziation has one class of members. Those members have the right to appoint five directors to the board of directors, to remove directors, and to fill vacancies. They also have certain statutory rights as described in response to question 7b below. However, they do not otherwise provide governance to the organization, which remains the prerogative of the board. Neither the members, nor the directors or officers of the corporation, are entitled to receive dividends or distributions of income or assets from the corporation, or a return of excess dues, whether upon dissolution or otherwise.”

“Under michigan law, any action involving an amendment of the articles of incorporation, a merger, or a dissolution of the corporation required the approval of the members. In addition, article vii of the corporation's bylaws requires member approval of any amendment to the bylaws that would alter the rights and prerogatives of the members.”

“The organization relies on professional outside advisors to prepare form 990 and review the tax filing with the president of the organization before it is electronically filed.”

“The organization requires interested directors and officers to disclose any conflict of interest to the full board. Interested directors and officers are then asked to recuse themselves from the board discussion and vote on any conflicted matter, a policy with which they voluntarily and fully comply.”

“As of the filing of this return, the organization makes its governing documents, conflict of interest policy, and form 990's available to any member of the public upon request. See www.carterbrownfund.org.”