Smart Carbon Network

“SCN is a membership organization with members. The members elect the board of directors. The members have the power to amend the articles of incorporation and the bylaws of SCN. Members also have special powers described in VI line 7b.”

“Members elect all directors”

“The Members by a two-thirds vote can overrule or revoke any action of the Board of Directors. The Members must approve the following: i establishment and material amendments to the annual Budget ii establishment of dues or a dues structure iii compensation and benefits for officers and directors other than a stipend provided in the bylaws iv an increase in the number of directors v appointment of a President CEO or executive director vi incurrence of an obligation in excess of $100,000 or payment of an expense in excess of such amount and vii incurrence of an obligation that extends beyond the budget or would require a special assessment of members.”

“The organization included a conflict-of-interest questionnaire within the compliance policy that board members reviewed and completed. Before contracting for services an officer or the Executive Director determined that no officer or director had a financial interest in the contractor.”

“| Explanation:| Before filing the Form 990 is reviewed by SCNs outside counsel and appropriate officers. A copy of the Form 990 or a near-final version is provided to each director before the form is filed.”

“| Explanation:| The compensation of the executive director was approved by both the members and the board of directors. Because the compensation was low $6,000 per month and the exact scope of the work uncertain directors and members utilized their own knowledge and experience to determine that the compensation was reasonable or below market. the members and board will review the compensation periodically.”

“| Explanation:| SCNs Articles of Incorporation and bylaws are in its Form 1024 which it will make available to the general public upon request. In addition SCN will make available to the general public upon request its Form 990 which includes its financial statements. if the public requests any other governance or financial documents they will be made available at the sole discretion of the Board of Directors and or members.”

“Part IX line 11g. SCN hired DDC Public Affairs to assist in public affairs education. Development of Educational Material $30,014 Public Affairs Consulting $280,000 and In-State Field Teams $180,000”