Oceanarium and Education Center

“Cristina post is the daughter of richard post. Jeff cumming is the son-in-law of richard post. Jeff cumming and cristina post are married.”

“NO REVIEW CONDUCTED”

“Duty to disclose in connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangement. Determining whether a conflict of interest exists after disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the 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. Procedures for addressing the conflict of interest an interested person may make a presentation at the board or committee meeting, but after such presentation, the interested person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. The chair of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement, and/or consult with counsel. If the corporation does not have a chair of the board, the board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transactions. After exercising due diligence, the board or committee shall determine whether the transaction would constitute self-dealing under section 4941 of the internal revenue code (the "code") and accompanying regulations. If the transaction would constitute self-dealing, it must be rejected. If the transaction would not constitute self-dealing, the board or committee shall determine whether the corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest and for its own benefit and whether the transaction is fair and reasonable to the corporation, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. No prohibited acts no contract, transaction, or act shall be entered into or taken on behalf of the corporation if such contract, transaction, or act would jeopardize the corporation's tax-exempt status under section 501(c)(3) of the code or constitute an act of self-dealing under section 4941 of the code. Violations of the conflict of interest policy if the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“UPON REQUEST”