Audubon Canyon Ranch Inc.

“APPROVAL OF THE FINAL DRAFT FORM 990Upon receipt of a draft copy of the Form 990 from the Tax Preparer, the Controller shall distribute the draft Form 990 by e-mail to the Organization's Treasurer, the Executive Director and, when deemed appropriate, any other Board member or key staff employee for review and comments. Reviewers should advise the Controller by e-mail of suggested changes or modifications to the draft Form 990 within seven (7) days of receipt of the draft.The authority for approval of a final draft copy of each annual Form 990 shall rest with the Organization's Treasurer, Executive Director and Controller. Upon review and acceptance of the final draft copy of the draft Form 990, the Treasurer and Executive Director shall advise the Controller by e-mail of their acceptance. Upon receipt of these acceptances, and if he or she concurs, the Controller shall advise the Tax Preparer to prepare and issue the final draft copy of the Form 990.DISTRIBUTION OF FINAL DRAFT FORM 990 TO BOARD MEMBERSUpon receipt of the final draft copy of the Form 990 from the Tax Advisor, the Controller shall arrange to e-mail a copy to each Board member, in compliance with IRS Rules and Regulations. After assuring distribution of the final draft Form 990 to each Board member, the Controller shall so advise the Tax Preparer and the Executive Officer by e-mail.AUTHORITY TO SIGN THE FORM 990The authority to sign the Form 990 on behalf of the Organization is hereby delegated to the Organization's Executive Director. The Executive Director shall assure himself or herself that the above requirements for approval and distribution to the Board are completed before affixing his signature to the return.The Form 990 shall be physically signed by the Executive Director and the Tax Preparer in a manner to be determined between themselves. The responsibility for the timely mailing of the signed Form 990 shall rest with the Executive Director.”

“PROCEDURES1.Duty to DiscloseIn 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 directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.2.Determining Whether a Conflict of Interest ExistsAfter disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing 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.3.Procedures for Addressing the Conflict of Interest(a)An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.(b)The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.(c)After exercising due diligence, the governing board or committee shall determine whether the Organization 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.(d)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 the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.4.Violations of the Conflicts of Interest Policy(a)If the governing board or committee has reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose.(b)If, after hearing the interested person's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the interested person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“PROCESS1.Review and approval. Compensation of a Covered Person shall be approved by the Board or the Committee, provided that any member of the Board or the Committee shall abstain from review and approval with respect to any compensation arrangement to which he or she is an interested party or to which a conflict of interest exists. All persons participating in the determination of compensation under the Policy shall be subject to the Organization's Conflict of Interest of Policy. The determination of compensation under the Policy shall occur in advance of the Organization's paying any such compensation. 2.Use of data as to comparable compensation. In making the determination as to the structure or amount of compensation payable to any Covered Person, the Board and the Committee shall review and consider at least one of the following sources of data:A.Data regarding compensation paid to similarly qualified persons in functionally comparable positions at similarly situated organizations.B.Current compensation surveys compiled by independent firms.C.Actual, written offers from similarly situated organizations.3.Contemporaneous documentation and recordkeeping. The Organization shall document and keep contemporaneous and accurate records with respect to deliberations and approval of compensation, determined pursuant to this Policy. The following details of the deliberations and compensation arrangements shall be documented in writing:A.The date and terms of approved compensation arrangements will be documented in writing. B.The decisions made by each individual who decided or voted on compensation arrangements.C.The information used to determine that the compensation arrangement decided upon is comparable to compensation paid to similarly qualified persons in functionally comparable positions at similarly situated organizations and the source of such information.”

“CORPORATION DOCUMENTS ARE AVAILABLE on the website and UPON REQUEST AT THE OFFICE.”