MXV Learning Institute

“Transportation technology center, inc., the parent company, is the sole member.”

“Transportation technology center, inc., the parent company, is the sole member. They have a right to appoint, remove, replace, and fill any vacancy among the directors-at-large.”

“Transportation technology center, inc., the parent company, is the sole member. The following actions require ttci approval: (a) any amendments, modifications, supplements, or restatements of or to the corporation's organizational documents, or the repeal of the corporation's bylaws or correlative documents (including any documents that delegate board authority to a new committee); (b) any and all operating budgets and capital budgets of or pertaining to the corporation, including any amendments thereto; (c) any and all operating, strategic, or capital plans of or pertaining to the corporation, including any amendments thereto; (d) any merger, consolidation, dissolution, division, conversion, or liquidation by or involving the corporation; (e) any voluntary bankruptcy filing by or any insolvency proceeding involving the corporation; (f) the incurrence of any capital expenditures by the corporation in any single transaction or series of related transactions, in any case in excess of limits established and modified from time to time by the member; (g) the sale, transfer, or donation of assets or properties of or by the corporation, in any single transaction or series of related transactions, in any case in excess of limits established and modified from time to time by the member; (h) the formation of any new subsidiary by the corporation; (i) any change in the legal structure of the corporation; (j) the adoption of the investment policies of the corporation; (k) the selection and appointment of independent auditors for the corporation; and (l) the right to appoint, remove, replace, and fill any vacancy among the directors-at-large.”

“990 will be prepared by an outside accountant. Mxv learning institute treasurer will review the form prior to submittal.”

“All interested persons are subject to mxv learning institute's conflict of interest policy. An interested person is defined as any director, officer, or member of a committee with board delegated powers, who has direct or indirect financial interest. 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 president or secretary prior to the consideration of the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, the president shall decide if an actual conflict of interest exists. If the president has the possible conflict of interest, the secretary shall decide if an actual conflict of interest exists. Procedures for addressing the conflict of interest: a. If the president or secretary decides (as provided above) that a conflict of interest exists, then the conflict of interest shall be disclosed to the governing board or committee. An interested person may make a presentation at the board or committee meeting that is considering a transaction involving the conflict of interest, but after the presentation, he or she shall leave the meeting during the discussion of the transaction or arrangement involving the conflict of interest. B. After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. C. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, the governing board or committee shall make the decision as to whether to enter into the transaction or arrangement. Violations of the conflict of interest policy: a. If the corporation has reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the individual of the basis for such belief and afford the individual an opportunity to explain the alleged failure to disclose. B. Violations of this policy may result in disciplinary action.”

“The organization makes its governing documents available to the public upon request for the same period of disclosure as set forth in section 6104(d).”