Escrow Agents' Fidelity Corporation

“There shall be one (1) class of members of the corporation. The members of the corporation shall consist of all persons who are required to be members pursuant to section 17312 of chapter 2.5 of division 6 of california's financial code. At the time an escrow agent becomes a member of the corporation, it shall agree to comply with any rules and regulations of the corporation in effect then, or adopted in the future, and shall sign a statement acknowledging that it will comply with those rules and regulations and any other rules and regulations adopted by the corporation. The signed acknowledgment shall remain in effect until the license is surrendered to the department of corporations, whether or not the ownership is subsequently changed and shall be deemed effective and binding as to all stock owners or their transferees. Each member of the corporation shall be entitled to one (1) vote for each licensed location as reflected by the corporation's records on the last day of the preceding fiscal year. Votes may be cast by members, their authorized representative or by proxy. Members shall have the right to cumulate their votes. There shall be no fractional voting. "authorized representative" means an officer, director or manager of a member who has been registered in writing with the corporation by the member on the record date specified in article iii, section 5. 3 a member not in good standing as set forth in section 10 of this article ii, shall not be entitled to vote on any matter.”

“The annual meeting of the members shall be held no later than 10:00 a.m. On the third wednesday of september each year at the corporation's principal office or at such other time and place as designated by the board. Should the date fixed for the annual meeting fall upon a legal holiday, the meeting shall be held at the same time and place on the next day which is not a saturday, sunday or legal holiday. The purpose of the annual meeting shall be to elect directors and to transact such other business as may come before the meeting. If the election of directors shall not be held on the day designated pursuant to this section 2 of article iii, the board shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient. The members entitled to notice of any meeting or to vote at any such meeting shall be only those persons and entities in whose names and memberships in good standing appear on the records of the corporation on the record date. The corporation may adopt reasonable rules and regulations designed to ensure that only the duly authorized representative of a member shall vote. Each member shall have only one authorized representative, regardless of the number of votes it is entitled to cast or the number of its licensed locations. Elections need not be by ballot so long as all members have a reasonable opportunity to elect among the nominees. In any election of officers or directors, the candidates receiving the highest number of votes are elected. Members may, but shall not be required to, cumulate their votes in their election of directors. If cumulative voting is used, the requirements of corporations code 7615 shall be complied with. Cumulative voting shall only be permitted to be used in the election of directors and for no other purpose.”

“The organization does not have committees with authority to act on behalf of the governing body. Therefore, there were no meetings or written actions by such committees to document.”

“A copy of the form 990 was provided to the organization's governing body for review and approval before it was filed. It is reviewed by the president and finance chair.”

“The president reviews the 990 with the cpa before it is filed.”

“The organization's employees are required to sign the employee handbook which contains the conflict of interest policy. The organization does not issue a conflict of interest representation letter or questionnaire to the board members which would disclose any conflict of interests between the organization and the board members, although the organization does address any potential conflicts of interest orally during the organization's board meetings.”

“The annual process for determining compensation of the president and administrative officer includes review and approval by the executive committee, use of comparability data and contemporaneous documentation of the deliberation and decision. The executive committee and the board review and approve the president's salary and set it. They also perform an annual performance review of the president and determine if a bonus is earned. The review includes a performance evaluation against goals set for the year; the salary increase and performance ratings are based on the achievement of these goals as well as market indicators. This process was last completed in fy 2025.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”