Audubon Canyon Ranch Inc.

“Amended by-laws to change number of terms served by each board member.”

“Approval of the final draft form 990upon receipt of a draft copy of the form 990 from the tax preparer, the chief financial officer or controller shall distribute the draft form 990 by e-mail to the organization's treasurer, the chief executive officer and, when deemed appropriate, any other board member or key staff employee for review and comments. Reviewers should advise the chief financial officer or 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, chief executive officer and chief financial officer or controller. Upon review and acceptance of the final draft copy of the draft form 990, the treasurer and chief executive officer shall advise the chief financial officer or controller by e-mail of their acceptance. Upon receipt of these acceptances, and if they concur, the chief financial officer or 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 chief financial officer or 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 chief financial officer or controller shall so advise the tax preparer and the chief 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 chief executive officer. The chief executive officer shall assure themself that the above requirements for approval and distribution to the board are completed before affixing their signature to the return.the form 990 shall be physically signed by the chier executive officer 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 chief executive officer.”

“Proceduresa. Duty to self-discloseall interested persons have a duty to self-disclose any potential conflict of interest.b. When to discloseyou must disclose, to the best of your knowledge, all potential conflicts of interest as soon as you become aware of them, and always before any actions involving the potential conflict are taken.additionally, annually, you must submit and acknowledgment of conflict of interest policy and disclosure statement in the form attached to this policy as exhibit a (the acknowledgment), as set forth in the conflict of interest policy.c. How to discloseto make a disclosure, submit a signed, written statement disclosing all the material facts known to you to the executive committee of the board (the executive committee) and chief executive officer.a. After there has been disclosure of a potential conflict of interest, and after gathering any relevant information from the concerned interested person, the executive committee, excluding any member thereof who constitutes a concerned interested person, shall deliberate and determine whether a conflict of interest exists. The concerned interested person shall not be present for deliberation or voting on the matter, and must not attempt to influence the determination of whether a conflict of interest exists.b. In determining whether a conflict of interest exists, the executive committee shall consider whether the potential conflict of interest would cause a transaction entered into by the organization to raise questions of bias, inappropriate use of the organizations assets, or any other impropriety. The executive committee may consider a number of other factors, including (i) the proximity of the interested person to the decision-making authority of the other entity involved in the transaction, (ii) whether the amount of the financial interest or investment is de minimis or material relative to the overall financial situation of the organization, and (iii) the degree to which the interested person might benefit personally if a particular transaction or decision were approved.c. If the executive committee determines that an actual conflict of interest exists which also constitutes a self-dealing transaction as described in conflict of interest policy, then the transaction or matter in question can be authorized only if the organization follows the review and approval procedures set forth in the conflict of interest policy, and such matter or transaction is thereafter approved by the vote described there.d. If the executive committee determines that an actual conflict of interest exists which is not a self-dealing transaction, but involves participation by the concerned interested person in decisions or negotiations related to a material contract, transaction, decision, or other matter between the organization on the one hand, and, on the other hand (i) the concerned interested person, (ii) an entity in which the concerned interested person or a family member of such interested person hasfinancial interest, or (iii) an entity with which the concerned interested person has an agency relationship, then the transaction or matter in question can be authorized only if the organization follows the procedures set forth in the conflict of interest policy, and such matter or transaction is thereafter approved by the board upon a majority vote of the disinterested directors present at a meeting at which a quorum is present.e. In all other circumstances where it is determined that an actual conflict of interest exists, the executive committee will recommend an appropriate course of action to protect the interests of the organization for approval by the board upon a majority vote of the disinterested directors present at a meeting at which a quorum is present. All disclosures and the outcome of the deliberation about whether a conflict of interest.”

“Chief executive officer compensation is decided/determined by the board of directors. All other employee compensation is ultimately decided/determined by the chief executive officer in close consultation with the chief operating officer and according to the compensation plan, employee levels, and organizational budget capacity. Supervisors may also provide input, both solicited and unsolicited.”

“Corporation documents are available on the website and upon request at the office.”

“[4c] acrs education program (continued):field-based learning and restoration training for local children and their families, and the conservation science intensive overnight summer camp and mentorship program that centers those who identify with the terms girl/young women, as well as those who transcend our inherited gender binaries and have interest in gaining hands-on experience in the conservation field.”