2023-11-14T16:06:45-06:00 2022-12-31 410746749 CLIFTONLARSONALLEN LLP 20 EAST THOMAS ROAD SUITE 2300 PHOENIX AZ 85012 990 2022-01-01 840955189 TELLURIDE MOUNTAIN VILLAGE OWNERS ASSOCIATION TELL 9707281904 113 LOST CREEK LANE A MOUNTAIN VILLAGE CO 81435 ANTON BENITEZ PRESIDENT & CEO 9707281904 2023-11-13 1 ANTON BENITEZ 999009999 0 MELISSA HANGSLEBEN P02087031 6022662248 2023-11-09 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z ANTON BENITEZ 113 LOST CREEK LANE A MOUNTAIN VILLAGE CO 81435 23649505 0 X WWW.TMVOA.ORG X 1984 CO TO PRESERVE AND PROMOTE A VITAL RESORT COMMUNITY. 6 3 4 25 0 0 1500 12500 18696851 15113853 358612 378441 -279337 52513 18777626 15557307 288986 286305 0 0 682056 721446 0 0 0 4359897 7137206 5330939 8144957 13446687 7412350 58036746 63866459 1222770 2480550 56813976 61385909 X TO PROMOTE THE HEALTH, SAFETY, AND WELFARE OF ALL MEMBERS OF TELLURIDE MOUNTAIN VILLAGE OWNERS ASSOCIATION (TMVOA) AND THE COMMUNITY; TO ESTABLISH, PROVIDE, AND MAINTAIN A DESIRABLE COMMUNITY AND ENVIRONMENT FOR ALL OWNERS, LESSEES, AND GUESTS; AND TO PROTECT AND PRESERVE THE PROPERTY, PROPERTY VALUES, AND PROPERTY RIGHTS IN THE TELLURIDE MOUNTAIN VILLAGE. 0 0 4490321 0 67077 TMVOA IS CONTRACTUALLY OBLIGATED TO FUND THE OPERATIONS AND MAINTENANCE COSTS OF THE FREE PUBLIC GONDOLA SERVICE BETWEEN THE TOWN OF MOUNTAIN VILLAGE AND THE TOWN OF TELLURIDE AND THE REMOTE PARKING LOT IN THE TOWN OF MOUNTAIN VILLAGE TO THE TOWN OF MOUNTAIN VILLAGE CENTER. ADDITIONALLY, TMVOA IS CONTRACTUALLY OBLIGATED TO FUND ONE-HALF OF THE OPERATIONS AND MAINTENANCE COSTS OF THE FREE PUBLIC CHONDOLA SERVICE BETWEEN THE MEADOWS AND THE TOWN OF MOUNTAIN VILLAGE CENTER. THE PRIMARY PURPOSES OF THE GONDOLA AND CHONDOLA ARE TO PROVIDE FREE PUBLIC TRANSPORTATION LINKS BETWEEN THE TWO TOWNS AND COMMUNITY POPULATION CENTERS. 901040 0 12345 TMVOA FUNDS A TRANSPORTATION PROGRAM THAT IS INTENDED TO REDUCE CONGESTION, TRAFFIC, PARKING AND AIR POLLUTION IMPACTS WITHIN THE COMMUNITY. 410446 0 0 TMVOA FUNDS PROGRAMS INTENDED TO GENERATE ECONOMIC ACTIVITY, VITALITY AND SUSTAINABILITY WITHIN THE TELLURIDE MOUNTAIN VILLAGE COMMUNITY. 740892 286305 15034431 TMVOA PROVIDES GRANTS AND FUNDING TO PROMOTE THE HEALTH, SAFETY AND WELFARE OF ALL MEMBERS OF TMVOA; TO ESTABLISH, PROVIDE AND MAINTAIN A DESIRABLE COMMUNITY AND ENVIRONMENT FOR ALL OWNERS, LESSEES AND GUESTS; AND TO PROTECT AND PRESERVE THE PROPERTY, PROPERTY VALUES AND PROPERTY RIGHTS IN THE TELLURIDE MOUNTAIN VILLAGE COMMON INTEREST COMMUNITY, AND HOLDS AND MANAGES CERTAIN PROPERTY FOR THE COMMON BENEFIT OF THE OWNERS, LESSEES AND GUESTS WITHIN TELLURIDE MOUNTAIN VILLAGE, TO FOSTER AND PRESERVE THE HEALTH, SAFETY, AND WELFARE OF PERSONS IN TELLURIDE MOUNTAIN VILLAGE, AND PRESERVE PROPERTY, PROPERTY RIGHTS, AND PROPERTY VALUES AND MAINTAIN THE TELLURIDE MOUNTAIN VILLAGE AS A PLEASANT AND DESIRABLE ENVIRONMENT FOR ALL PERSONS RESIDING, VISITING, OR DOING BUSINESS THEREIN (ALL OTHERS NOT INCLUDED IN 1-3 ABOVE). 740892 286305 15034431 6542699 0 0 0 1 0 0 0 0 0 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 1 62 0 1 4 1 0 0 0 0 0 0 0 0 X 6 3 1 1 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 CO X X ANTON BENITEZ 9707281904 113 LOST CREEK LANE SUITE A MOUNTAIN VILLAGE CO 81435 CHAD HORNING CHAIRMAN 3.00 X X 0 0 0 JIM ROYER VICE CHAIRMAN 3.00 X X 0 0 0 JEFF PROTEAU DIRECTOR 3.00 X 0 0 0 TIM KUNDA DIRECTOR 3.00 X 0 0 0 JOHN VOLPONI DIRECTOR 3.00 X 0 0 0 ABBOTT SMITH THRU MAY 2022 DIRECTOR 3.00 X 0 0 0 TOM RICHARDS DIRECTOR 3.00 X 0 0 0 ANTON BENITEZ PRESIDENT AND CEO 40.00 X 276115 0 94479 276115 0 94479 1 0 1 0 TELLURIDE SKI AND GOLF LLC 565 MOUNTAIN VILLAGE BLVD MOUNTAIN VILLAGE CO 81435 PUBLIC TRANSPORTATION 843212 STEPHANIE L FANOS PC PO BOX 3600 TELLURIDE CO 81435 LEGAL SERVICES 165194 CATAPULT CONSULTING LLC PO BOX 518 TELLURIDE CO 81435 ACCOUNTING SERVICES 155084 GBSM INC 1331 17TH STREET STE 500 DENVER CO 80202 CONSULTANT - GONDOLA 104503 4 12500 12500 12500 REAL ESTATE TRANSFER ASSESSMENT 531390 13587883 13587883 OWNER ASSESSMENTS 531390 1446548 1446548 GONDOLA 485000 67077 67077 DIAL-A-RIDE 485000 12345 12345 15113853 665549 665549 368509 327519 40990 40990 40990 7477571 7764679 -287108 -287108 -287108 MISCELLAENOUS REVENUE 900099 11523 11523 11523 15557307 15113853 0 430954 286305 286305 370594 222356 148238 178139 106883 71256 13362 8018 5344 132004 79202 52802 27347 16408 10939 270032 270032 65174 65174 73834 73834 149818 149818 41061 41061 77900 77900 242 242 20928 20928 545212 30317 514895 92268 92268 GONDOLA OPERATIONS 4196953 4196953 DIAL-A-RIDE 901040 901040 PROGRAMS AND EVENTS 410446 410446 GONDOLA MAJOR REPAIRS 263051 263051 29247 21720 7527 8144957 6542699 1602258 0 1000259 252207 15524308 14905675 145204 375716 2693 2693 59846 62723 12295355 4609089 8129901 7686266 22272711 29640840 10901824 10940339 58036746 63866459 758869 2059055 2500 461401 421495 1222770 2480550 X 56813976 61385909 56813976 61385909 58036746 63866459 7412350 -2840417 0 X X 0 1 X 1 0 0 1 0 396722 396722 9988838 3593799 6395039 225175 119995 105180 1640563 895295 745268 44057 44057 7686266 ACCRUED INTEREST RECEIVABLE 99238 LAND HELD FOR AFFORDABLE HOUSING 1384287 LAND HELD FOR SALE 9456814 10940339 BOND FUNDING DUE TO TOWN OF MOUNTAIN VILLAGE 421495 421495 X 13044409 -2840417 -2840417 15884826 -327519 -327519 15557307 8472476 327519 327519 8144957 0 8144957 PART X, LINE 2: TMVOA IS A TAX-EXEMPT SOCIAL WELFARE ORGANIZATION UNDER INTERNAL REVENUE CODE 501(C)(4). ACCORDINGLY, TMVOA FILES AN INFORMATION RETURN ON FORM 990 AND IS GENERALLY EXEMPT FROM FEDERAL AND STATE INCOME TAXES. WITH FEW EXCEPTIONS, TMVOA IS NO LONGER SUBJECT TO U.S. FEDERAL OR STATE TAX EXAMINATIONS BY TAX AUTHORITIES FOR THE YEARS BEFORE 2019. THE ASSOCIATION DOES NOT BELIEVE THAT IT HAS ANY UNCERTAIN TAX POSITIONS. TAX RETURNS ARE GENERALLY SUBJECT TO EXAMINATION BY THE INTERNAL REVENUE SERVICE FOR THREE YEARS AFTER THE RETURN IS FILED. PART XI, LINE 4B - OTHER ADJUSTMENTS: RENTAL EXPENSES MOVED TO STATEMENT OF REVENUE -327,519. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES MOVED TO STATEMENT OF REVENUE 327,519. 1 MOUNTAINFILM LTD PO BOX 1088 TELLURIDE CO 81435 841271056 501(C)(3) 30100 0 SPONSORSHIP FOR COMMUNITY EVENTS ONE TO ONE MENTORING PO BOX 1574 TELLURIDE CO 81435 841502625 501(C)(3) 10000 0 SPONSORSHIP FOR COMMUNITY EVENTS TELLURIDE ADAPTIVE SPORTS PROGRAM PO BOX 2254 TELLURIDE CO 81435 841337870 501(C)(3) 8000 0 SPONSORSHIP FOR COMMUNITY EVENTS TELLURIDE AIDS BENEFIT PO BOX 3819 TELLURIDE CO 81435 841553698 501(C)(3) 15000 0 SPONSORSHIP FOR COMMUNITY EVENTS TELLURIDE AMERICANA MUSIC FESTIVAL (JHL CONSULTING GROUP INC) 1401 RIO GRANDE AUSTIN TX 78701 270470099 5300 0 SPONSORSHIP FOR COMMUNITY EVENTS TELLURIDE ARTS & ARCHITECTURE PO BOX 152 TELLURIDE CO 81435 840712952 501(C)(3) 20000 0 SPONSORSHIP FOR COMMUNITY EVENTS TELLURIDE FILM FESTIVAL 800 JONES STREET BERKELEY CA 94710 237426302 501(C)(3) 35000 0 SPONSORSHIP FOR COMMUNITY EVENTS TELLURIDE SKI & SNOWBOARD CLUB PO BOX 2824 TELLURIDE CO 81435 841152879 501(C)(3) 10000 0 CHARITABLE CONTRIBUTIONS TELLURIDE THEATER PO BOX 2469 TELLURIDE CO 81435 841153491 501(C)(3) 10000 0 SPONSORSHIP FOR COMMUNITY EVENTS TELLURIDE YOGA FESTIVAL PO BOX 37 TELLURIDE CO 81435 463973881 19500 0 SPONSORSHIP FOR COMMUNITY EVENTS TOWN OF MOUNTAIN VILLAGE 455 MOUNTAIN VILLAGE BLVD STE A TELLURIDE CO 81435 841299345 TOWN MTN VILLAGE 103730 0 WILDFIRE MITIGATION AND ENERGY EFFICIENCY EFFORTS BEYOND THE GROOVE - CLUB RED PO BOX 1072 TELLURIDE CO 81435 383922407 12175 0 SPONSORSHIP FOR COMMUNITY EVENTS 9 3 PART I, LINE 2: IN ORDER TO MONITOR THE USE OF GRANTS AND OTHER ASSISTANCE, TMVOA REQUIRES WRITTEN REPORTS PROVIDED BY THE GRANTEES AS WELL AS INTERVIEWS THE GRANTEES TO ENSURE THE DESIGNATED FUNDS WERE USED IN ACCORDANCE WITH GRANT AGREEMENTS. 0 1 0 0 0 0 0 1 0 ANTON BENITEZ PRESIDENT AND CEO 170500 0 92500 0 13115 0 60229 0 34250 0 370594 0 0 0 PART I, LINE 4B EFFECTIVE DECEMBER 31, 2022, TMVOA EXECUTED A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) FOR ITS PRESIDENT AND CEO, ANTON BENITEZ. THE SERP IS A NONQUALIFIED DEFERRED COMPENSATION PLAN, AND CONSTITUTES AN UNFUNDED, UNSECURED PLAN OF DEFERRED COMPENSATION. THE BENEFITS ARE $50,000 ANNUALLY FOR A VESTING PERIOD OF FIVE YEARS. PART I, LINE 7 BONUS OF $40,000 PAID TO ANTON BENITEZ DEPENDENT ON BOARD SET GOALS AND A 2021 BONUS PAID IN 2022 OF $52,500, FOR A TOTAL OF $92,500 BONUSES PAID IN 2022. OTHER COMPENSATION OF $13,115 IN 2022 TO ANTON BENITEZ RESULTED FROM AN ACCRUED VACATION PAYOUT OF 160 HOURS. TSG SKI & GOLF LLC (TSG) FAMILY MEMBER OF CHAD HORNING, CHAIRMAN, IS A MORE THAN 35% OWNER IN TSG 4434102 THE OPERATION AND FUNDING OF THE GONDOLA AND CHONDOLA PUBLIC TRANSPORTATION SYSTEMS 0 TSG SKI & GOLF LLC (TSG) FAMILY MEMBER OF CHAD HORNING, CHAIRMAN, IS A MORE THAN 35% OWNER IN TSG 174446 ASSESSMENTS PAID TO THE ORGANIZATION BY TSG SKI & GOLF, LLC 0 TSG SKI & GOLF LLC (TSG) FAMILY MEMBER OF CHAD HORNING, CHAIRMAN, IS A MORE THAN 35% OWNER IN TSG 843212 DIAL-A-RIDE AGREEMENT TO PROVIDE TRANSPORTATION SERVICES 0 TSG SKI & GOLF LLC (TSG) FAMILY MEMBER OF CHAD HORNING, CHAIRMAN, IS A MORE THAN 35% OWNER IN TSG 5250 PURCHASE OF SKI PASSES BY THE ORGANIZATION FOR EMPLOYEE BENEFITS 0 TSG SKI & GOLF LLC (TSG) FAMILY MEMBER OF CHAD HORNING, CHAIRMAN, IS A MORE THAN 35% OWNER IN TSG 7496 EQUIPMENT RENTAL AND CLEANING 0 TSG SKI & GOLF LLC (TSG) FAMILY MEMBER OF CHAD HORNING, CHAIRMAN, IS A MORE THAN 35% OWNER IN TSG 7500 COVID REGIONAL MARKETING PROGRAM 0 TSG SKI & GOLF LLC (TSG) FAMILY MEMBER OF CHAD HORNING, CHAIRMAN, IS A MORE THAN 35% OWNER IN TSG 25901 FOOD AND BEVERAGE SERVICE AND EVENT SPACE 0 PEAKS RESORT & GOLDEN DOOR SPA (AFFILIATE OF TSG) FAMILY MEMBER OF CHAD HORNING, CHAIRMAN, IS A MORE THAN 35% OWNER IN TSG 13801 FOOD AND BEVERAGE SERVICE AND EVENT SPACE 0 FORM 990, PART VI, SECTION A, LINE 1A INTERNAL IRS RULES, THREE OF THOSE BOARD MEMBERS ARE LIKELY CONSIDERED TO BE INDEPENDENT (2 CLASS A AND 1 CLASS B BOARD MEMBERS). THE THREE BOARD MEMBERS APPOINTED BY TSG SKI & GOLF, LLC, AS THE CLASS D MOUNTAIN SPECIAL MEMBER, ARE LIKELY NOT INDEPENDENT, AS TSG SKI & GOLF, LLC IS A RELATED PARTY DUE TO ITS BOARD PARTICIPATION AND CERTAIN TRANSACTIONS WITH TMVOA. TSG SKI & GOLF, LLC AND ITS RELATED ENTITIES HOLD MAJORITY VOTING RIGHTS IN THE CLASS C BOARD SEAT ELECTIONS. AS OF DECEMBER 31, 2022, TMVOA, TSG, TWO CLASS C MEMBERS AND ONE CLASS B MEMBER OF TMVOA, EXECUTED A VOTING AGREEMENT THAT RESTRICTS TSG'S VOTING RIGHTS IN CLASS C TO NO MORE THAN 10% OF THE TOTAL AVAILABLE VOTES IN CLASSC IN ORDER TO ADDRESS THE RISK TO TMVOA'S TAX EXEMPT STATUS. THE VOTING AGREEMENT IS SUBJECT TO AUTOMATIC TERMINATION PROVISIONS IN THE EVENT THAT THERE ARE CHANGES IN THE TMVOA GOVERNING DOCUMENTS BY AMENDMENTS APPROVED BY A VOTE OF THE TMVOA MEMBERS, A COURT ORDER, AND LEGISLATIVE CHANGES ADOPTED BY THE STATE OF COLORADO. THE BOARD BELIEVES THAT THIS ADDRESSED THE ISSUE, AND TMVOA HAS NOT RECEIVED ANY OUTSIDE REGULATORY CORRESPONDENCE RELATING TO ITS TAX EXEMPT STATUS. THE BOARD FORMED A FINANCE, AUDIT AND BUDGET COMMITTEE, AND DELEGATED OVERSIGHT OF THE AUDIT AND SELECTION OF THE INDEPENDENT AUDITOR. FORM 990, PART VI, SECTION A, LINE 2 THE FOLLOWING BOARD MEMBERS HAVE A BUSINESS RELATIONSHIP AS THEY ARE EMPLOYED BY TSG SKI & GOLF, LLC - - CHAD HORNING, BOARD CHAIRMAN - TOM RICHARDS, BOARD MEMBER - JEFF PROTEAU, BOARD MEMBER THE FOLLOWING BOARD MEMBERS WERE HOMEOWNERS WITHIN TMVOA DURING THE YEAR ENDED DECEMBER 31, 2022 - - JIM ROYER, BOARD VICE CHAIRMAN - TIM KUNDA, BOARD MEMBER - ABBOTT SMITH, BOARD MEMBER FORM 990, PART VI, SECTION A, LINE 3 IN MAY OF 2022, TMVOA ENTERED INTO A MANAGEMENT AGREEMENT WITH TELLURIDE CONSULTING TO PERFORM THE FINANCIAL OPERATIONS OF TMVOA. FORM 990, PART VI, SECTION A, LINE 4 AS OF DECEMBER 31, 2022, TMVOA, TSG, TWO CLASS C MEMBERS AND ONE CLASS B MEMBER OF TMVOA, EXECUTED A VOTING AGREEMENT THAT RESTRICTS TSG'S VOTING RIGHTS IN CLASS C TO NO MORE THAN 10% OF THE TOTAL AVAILABLE VOTES IN CLASS C IN ORDER TO ADDRESS THE RISK TO TMVOA'S TAX EXEMPT STATUS. THE VOTING AGREEMENT IS SUBJECT TO AUTOMATIC TERMINATION PROVISIONS IN THE EVENT THAT THERE ARE CHANGES IN THE TMVOA GOVERNING DOCUMENTS BY AMENDMENTS APPROVED BY A VOTE OF THE TMVOA MEMBERS, A COURT ORDER, AND LEGISLATIVE CHANGES ADOPTED BY THE STATE OF COLORADO. THE BOARD BELIEVES THAT THIS ADDRESSED THE ISSUE, AND TMVOA HAS NOT RECEIVED ANY OUTSIDE REGULATORY CORRESPONDENCE RELATING TO ITS TAX EXEMPT STATUS. FORM 990, PART VI, SECTION A, LINE 6 (I) TMVOA SHALL HAVE FOUR (4) CLASSES OF VOTING MEMBERSHIP SET FORTH BELOW: - CLASS A - CLASS A MEMBERS SHALL BE ALL OF THE OWNERS OF RESIDENTIAL SITES. A CLASS A MEMBER SHALL BE ENTITLED TO ONE VOTE FOR EACH RESIDENTIAL SITE. OWNERS OF A RESIDENTIAL SITE MAY DELEGATE TO A LESSEE OF THAT RESIDENTIAL SITE THE RIGHT TO VOTE BY DELIVERING WRITTEN NOTICE OF SUCH DELEGATION TO TMVOA. - CLASS B - CLASS B MEMBERS SHALL BE ALL OWNERS WHO OWN A LODGE SITE OR ALL LESSEES WHO LEASE AND OPERATE A LODGE SITE, IF SO DESIGNATED BY THE OWNER OF A LODGE SITE. OWNERS OF LODGE SITES NOT YET DEVELOPED AND CERTIFIED FOR OCCUPANCY SHALL HAVE NO RIGHT TO VOTE UNTIL SUCH TIME AS THE LODGE SITE IS DEVELOPED AND A CERTIFICATE OF OCCUPANCY ISSUED BY THE TOWN. EACH CLASS B MEMBER SHALL BE ENTITLED TO ONE VOTE FOR EACH ZONED HOTEL UNIT, LODGE UNIT, HOTEL EFFICIENCY UNIT OR EFFICIENCY LODGE UNIT. A CLASS B MEMBER MAY ASSIGN OR DELEGATE TO THE MANAGER OF SUCH LODGE SITE ALL (BUT NOT LESS THAN ALL) OF HIS VOTING RIGHTS AS A CLASS B MEMBER WITH RESPECT TO SUCH LODGE SITE. TMVOA SHALL RECOGNIZE ANY SUCH ASSIGNMENT OR DELEGATION OF VOTING RIGHTS PROVIDED THAT, TO BE EFFECTIVE WITH RESPECT TO TMVOA, THE ASSIGNMENT OR DELEGATION OF RIGHTS SHALL BE IN WRITING, SHALL BE IN TERMS DEEMED SATISFACTORILY SPECIFIC BY TMVOA, AND A COPY THEREOF SHALL BE FILED WITH AND APPROVED BY TMVOA. - CLASS C - CLASS C MEMBERS SHALL BE ALL THOSE OWNERS WHO OWN AND OPERATE ANY TYPE OF SERVICE, COMMERCIAL OR RETAIL BUSINESS (EXCEPT A LODGE SITE), AND ALL THOSE LESSEES WHO OPERATE ANY TYPE OF SERVICE, COMMERCIAL OR RETAIL BUSINESS UPON THEIR SITES, IN ACCORDANCE WITH THE TOWN LAND USE ORDINANCE. A CLASS C MEMBER SHALL BE ENTITLED TO ONE VOTE FOR EACH 250 SQUARE FOOT INCREMENT OF SPACE THAT IS OWNED OR LEASED BY SUCH MEMBER AND USED IN FURTHERANCE OF THE OPERATION OF SUCH BUSINESS. FOR PURPOSES OF THIS PROVISION, SQUARE FOOTAGE SHALL BE MEASURED FROM THE INTERIOR PAINTED WALLS OF THE SPACE AND SHALL NOT INCLUDE SQUARE FOOTAGE DEVOTED TO MECHANICAL, CIRCULATION OR PARKING. NOTHING TO THE CONTRARY WITHSTANDING, EACH CLASS C MEMBER SHALL RECEIVE A MINIMUM OF ONE VOTE. THE OWNER AND/OR LESSEE OF ANY VACANT SERVICE, COMMERCIAL OR RETAIL SPACE SHALL NOT BE ENTITLED TO A VOTE AS LONG AS THE SERVICE, COMMERCIAL OR RETAIL SPACE REMAINS VACANT. - CLASS D - THE MOUNTAIN SPECIAL MEMBER SHALL CONSTITUTE THE ENTIRE CLASS D MEMBERSHIP. (II) A MEMBER MAY BELONG TO MORE THAN ONE CLASS. (III) IF A MEMBERSHIP IN ANY CLASS IS HELD BY MORE THAN ONE PERSON OR ENTITY, THE HOLDERS THEREOF MAY VOTE IN ANY MANNER IN WHICH THEY ALL AGREE AS SET FORTH IN A WRITTEN INSTRUMENT DELIVERED TO TMVOA. (IV) AT ANY MEETING OF A SINGLE CLASS OF MEMBERS, SUCH MEMBERS SHALL BE ENTITLED TO VOTE ONLY THE VOTES TO WHICH THEY ARE ENTITLED PURSUANT TO BEING MEMBERS OF SUCH CLASS. AT ANY MEETING OF THE COMBINED CLASSES OF MEMBERSHIP WHERE A VOTE OF COMBINED CLASSES OF MEMBERS IS TO BE TAKEN, EACH MEMBER SHALL BE ENTITLED TO VOTE THE NUMBER OF VOTES FOR EACH CLASS OF WHICH IT IS A MEMBER WHICH IS IN THE COMBINED CLASSES. (V) FOR THE PURPOSE OF DETERMINING THE VOTE OF A CLASS, THE VOTE OF A MAJORITY OF SUCH CLASS PRESENT AT THE PARTICULAR MEETING IN PERSON OR BY PROXY AND ENTITLED TO VOTE ON MATTERS ADDRESSED AT SUCH MEETING SHALL BE DEEMED THE VOTE OF SUCH CLASS. THERE ARE 2,443 RESIDENTIAL SITES, 1,090 LODGING SITES AND 170 COMMERCIAL SITES. THERE ARE NO SITES WITH CLASS D MOUNTAIN SPECIAL MEMBER. EACH SITE WITHIN TMVOA IS CATEGORIZED INTO A SITE DEPENDING UPON THE ZONING CLASSIFICATION OF EACH SITE AS SET FORTH IN THE TOWN OF MOUNTAIN VILLAGE LAND USE CODE (EXCEPT FOR CLASS D). CLASS D IS GRANTED A SPECIAL MEMBERSHIP UNDER THE TMVOA GOVERNING DOCUMENTS. FORM 990, PART VI, SECTION A, LINE 7A THE MEMBERS OF THE BOARD OF DIRECTORS OF TMVOA ARE ELECTED OR APPOINTED AS FOLLOWS: - 2 CLASS A RESIDENTIAL DIRECTORS ARE ELECTED BY THE RESIDENTIAL CLASS. EACH RESIDENTIAL SITE IS ALLOCATED ONE VOTE. - 1 CLASS B LODGING DIRECTOR IS ELECTED BY THE LODGING CLASS. EACH LODGING SITE IS ALLOCATED ONE VOTE FOR EACH LODGING UNIT CONSTRUCTED AND CERTIFIED FOR OCCUPANCY. - 1 CLASS C COMMERCIAL DIRECTOR IS ELECTED BY THE COMMERCIAL CLASS. VOTES IN THE COMMERCIAL CLASS ARE ALLOCTED BY SQUARE FOOTAGE. EACH 250 OF SQUARE FEET OF COMMERICAL SPACE IS ALLOCATED 1 VOTE ONLY. COMMERCIAL SPACE THAT HAS BEEN CONSTRUCTED AND IS OCCUPIED IS ALLOWED TO VOTE. VACANT COMMERCIAL SPACE IS NOT ALLOCATED A VOTE. IF A COMMERCIAL SPACE IS OCCUPIED BY A LESSEE, THE LESSEE IS ALLOCATED THE VOTE RATHER THAN THE OWNER OF THE COMMERCIAL SPACE. - 3 CLASS D DIRECTORS ARE APPOINTED BY TSG SKI & GOLF, LLC. FORM 990, PART VI, SECTION A, LINE 7B THE COMBINED MEMBERSHIP MAY, BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE CLASSES, UNLESS EXPRESSLY MADE SUBJECT TO A HIGHER VOTING REQUIREMENT BY LAW, THE ARTICLES, THE GENERAL DECLARATION OR THE BYLAWS, MAKE, ATLER, AMEND AND REPEAL THE BYLAWS OR ARTICLES OF INCORPORATION, AT ANY ANNUAL MEETING OR AT ANY SPECIAL MEETING CALLED FOR THAT PURPOSE AT WHICH A COMBINED QUORUM SHALL BE REPRESENTED. TMVOA MAY BE DISSOLVED ONLY BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE CLASSES. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY THE ORGANIZATION'S PUBLIC ACCOUNTING FIRM BASED ON INFORMATION PROVIDED BY MANAGEMENT. ONCE THE DRAFT IS AVAILABLE, IT IS REVIEWED BY MANAGEMENT AND ANY CHANGES INCORPORATED INTO THE FILING. ONCE THIS DETAILED REVIEW IS COMPLETE, THE DRAFT OF THE FORM 990 IS PRESENTED TO THE FINANCE, AUDIT, AND BUDGET COMMITTEES AND FULL BOARD FOR THEIR REVIEW AND COMMENTS PRIOR TO FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION'S CONFLICT OF INTEREST POLICY APPLIES TO THE BOARD OF DIRECTORS. DIRECTORS ARE REQUIRED TO COMPLETE AN ANNUAL DISCLOSURE SETTING FORTH THEIR AFFILIATIONS. THE ORGANIZATION'S ATTORNEY MONITORS ALL CONTRACTS AND TRANSACTIONS CONSIDERED BY THE BOARD OF DIRECTORS TO ASSIST IN DETERMINING THE EXISTENCE OF ANY POSSIBLE CONFLICTS OF INTERESTS IN ACCORDANCE WITH THE CONFLICT OF INTEREST POLICY. IF A CONFLICT OF INTEREST EXISTS, THE DIRECTOR IS PROHIBITED FROM VOTING ON THE MATTER. FORM 990, PART VI, SECTION C, LINE 19 ALL DOCUMENTS ARE AVAILABLE TO THE PUBLIC THROUGH THE ORGANIZATION'S WEBSITE - WWW.TMVOA.ORG. FORM 990, PART XII, LINE 2C: THE ORGANIZATION DID NOT CHANGE THE PROCESS FOR THE OVERSIGHT AND SELECTION OF THEIR INDEPENDENT ACCOUNTANT DURING THE YEAR. CO RIDGE LOTS 3&11 MOUNTAIN VILLAGE LLC 251 LITTLE FALLS DRIVE WILMINGTON DE 19808 271247613 REAL ESTATE HOLDING DE 0 706517 TELLURIDE MOUNTAIN VILLAGE OWNERS ASSOCIATION CO LOT 161C-R MOUNTAIN VILLAGE 251 LITTLE FALLS DRIVE WILMINGTON DE 19808 271247808 REAL ESTATE HOLDING DE 17400 9003536 TELLURIDE MOUNTAIN VILLAGE OWNERS ASSOCIATION