| FORM 990, PART VI, SECTION A, LINE 6 |
THE SOLE MEMBER OF THE CORPORATION IS OKLAHOMA STATE FAIR, INC. |
| FORM 990, PART VI, SECTION A, LINE 7A |
THE SOLE MEMBER OF THE CORPORATION SHALL VOTE, FURNISH ANY NECESSARY CONSENT OR APPROVAL, OR TAKE OTHER ACTION ON ANY ISSUE THAT MAY PROPERLY BE PRESENTED TO THE MEMBER. THE FOLLOWING MATTERS MUST RECEIVE APPROVAL OF THE SOLE MEMBER: A) THE AMENDMENT, RESTATEMENT OR REPEAL OF THE CERTIFICATE OF INCORPORATION OF THE CORPORATION OR THESE BYLAWS; B) THE ELECTION OF THE DIRECTORS OF THE CORPORATION; C) THE MERGER, CONSOLIDATION, OR DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; D) THE DISSOLUTION, LIQUIDATION, OR TERMINATION OF THE BUSINESS OF THE CORPORATION; E) A MATERIAL CHANGE IN THE PURPOSES FOR WHICH THE CORPORATION WAS FORMED; F) THE SELECTION OR REPLACEMENT OF THE INDEPENDENT AUDITORS OF THE CORPORATION; AND G) THE FILING OF A VOLUNTARY PETITION UNDER ANY LAW HAVING FOR ITS PURPOSE THE ADJUDICATION OF THE CORPORATION AS BANKRUPT OR INSOLVENT OR THE TAKING OF ANY ACTION WITH RESPECT TO THE REORGANIZATION OR LIQUIDATION OF THE CORPORATION. |
| FORM 990, PART VI, SECTION A, LINE 7B |
SEE EXPLANATION ABOVE |
| FORM 990, PART VI, SECTION B, LINE 11B |
THE FORM 990 IS REVIEWED BY THE DIRECTOR PRIOR TO FILING. UPON COMPLETION OF THIS REVIEW, THE FORM 990 IS PROVIDED TO OTHER MEMBERS OF THE GOVERNING BODY, AS REQUESTED. |
| FORM 990, PART VI, SECTION B, LINE 12C |
THE PURPOSE OF THE CONFLICT OF INTEREST POLICY IS TO PROTECT IMPACT CATERING COMPANY'S (THE "CORPORATION") INTEREST WHEN IT IS CONTEMPLATING ENTERING INTO A TRANSACTION OR ARRANGEMENT THAT MIGHT BENEFIT THE PRIVATE INTEREST OF AN OFFICER OR DIRECTOR OF THE CORPORATION OR MIGHT RESULT IN A POSSIBLE EXCESS BENEFIT TRANSACTION. THIS POLICY IS INTENDED TO SUPPLEMENT, BUT NOT REPLACE, ANY APPLICABLE STATE AND FEDERAL LAWS GOVERNING CONFLICT OF INTERESTS APPLICABLE TO NONPROFIT AND CHARITABLE ORGANIZATIONS. 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 DIRECTORS AND MEMBERS OF COMMITTEES WITH GOVERNING BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER DISCLOSURE OF THE FINANCIAL INTERST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS BEING DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. ANY PERSON MAY MAKE A PRESENTATION AT THE 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. THE CHAIRPERSON OF THE BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THAT 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. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE 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, IT SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT. |
| FORM 990, PART VI, SECTION B, LINE 15 |
COMPENSATION FOR THE TOP MANAGEMENT OFFICIAL AND OTHER OFFICERS IS DETERMINED THROUGH REVIEW OF INDUSTRY PEERS' SALARY INFORMATION OR PERIODIC COMPENSATION SURVEYS, WITH APPROVAL BY THE CHAIR OF THE BOARD AND/OR THE EXECUTIVE COMMITTEE. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE ORGANIZATION'S GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. |
Attach to Form 990 or 990-EZ.