MAKE Foundation Annual Meeting December 18, 2012 The meeting was called to order by President Gary Matthews

at 9:00 am in the Singleton Law Office, in Champaign, Illinois. Board members in attendance were: Lee Jessup, Alan Singleton, Gary Matthews and Gertrude Matthews. Charles Arbuckle and Richard Steeves previously submitted limited proxy statements to be exercised by Gary Matthews on behalf of Charles Arbuckle and by Alan Singleton on behalf of Richard Steeves. The minutes from the Annual meeting in December 2011 were reviewed and presented for acceptance. Lee Jessup moved to approve the minutes as written and Alan Singleton seconded the motion, which was approved by all present. Lee Jessup made a motion to retain the current officers through December 2013. Alan Singleton seconded the motion, which was approved with affirmative votes by all members present and by proxy by Arbuckle & Steeves. Presidents Annual Report: Gary Matthews reviewed the Foundation financial activity for 2012 through December 7 and provided a summary of current assets and liabilities. He reported that the book value of total net assets in the MAYC Endowment Fund increased during the year by $7,228 from $115,701 to $122,929, a growth of about 6%. Disbursements to MAYC during the year totaled $4,685, including $1,000 in cash, $3,056 in occupancy costs for the property at 604 Main, which is used by MAYC, and $629 in other in-kind payments in support of MAYC fund raising activities. A copy of the complete financial report is provided at Appendix A. Old Business: Gary Matthews reported that investigation into possible ways to increase return on investment in the two Main Street properties via a long term commercial lease, or sale independent of the MAYC property, had revealed little interest in either option. New Business: It was noted that at least one of the options for improving MAYC services that is currently being considered by the MAYC board of Directors would involve sale of the MAYC property and relocation of MAYC programming to alternative facilities. To provide assurance of Foundation support in the event that the MAYC Board decides to pursue this option, Gary Matthews made a motion that the MAKE Foundation agree to sell the two Main Street properties in conjunction with any sale of the MAYC property, subject to agreement with the MAYC Board of Directors and with the understanding that all net proceeds from the sale of the two Main Street properties will remain in the MAYC Endowment Account for the purpose of generating income to support ongoing MAYC operations. The motion was seconded by Lee Jessup and approved by affirmative voice vote of all members present and by proxy on behalf of Arbuckle & Steeves. Gertrude Matthews brought up the subject of the legacy insurance policy on the lives of Gary and Gertrude Matthews, which has a death benefit value of $400,000 payable to the MAYC endowment fund upon the death of both Gary & Gertrude, and a current cash surrender value of about $80,000. She noted that a major portion of contributions to the Foundation are required to pay the annual $9,924 premium on the policy and suggested that the Board consider terminating the policy and utilize the $80,000 in cash to generate current income. This would also allow more of the contributions to the Foundation to be used to support ongoing MAYC operations. Gertrudes suggestion was favorably received and generally supported by all Board members present, but it was agreed that no action would be taken until decisions are made by the MAYC Board regarding the possible sale of properties and how MAYC will be structured and operate in the future. Adjournment Lee Jessup made the motion, which was seconded by Alan Singleton, to adjourn the meeting. Meeting was adjourned at 10:00 a.m. Submitted January 1, 2013 by: Gertrude Matthews, Secretary Appendix A. - Mahomet Area Kids Endowment Foundation Financial Summary of 12/01/2012

Appendix A. Mahomet Area Kids Endowment Foundation Financial Summary December 1, 2012 2011 YEAR END BALANCES: ASSETS Checking Security Deposit (602 E. Main) #Money Market #Securities (Fidelity Account) #U.S. Savings Bonds #Ins. Policy Cash Value #Property (604 Main St.) #Property (602 Main St.) Total Assets LIABILITIES #Mortgage Bal. for 604 Main St. #Mortgage Bal. for 602 Main St. Total Liabilities TOTAL NET ASSETS BOOK VALUE MARKET VALUE $ 630 $ 630 680 680 340 340 31,392 25,479 100 170 (Estimate) 67,448 67,448 (June 2011 Statement) * 43,723 **48,723 * 52,563 **87,563 $196,876 $231,033 $29,326 $50,539 $79,865 $117,011 $29,326 $50,539 $79,865 $151,168

Net Endowment value: Book - $115,701; Market (approximate) - $149,858 # MAYC Endowment Assets/Liabilities * Cost less Accumulated Depreciation **Original Cost 2012 ACTIVITIES (through December 1, 2012): INCOME Cash Contributions Dividends & Interest (less foreign tax) Increase in Ins. Pol. Cash Value Rental Income (602 Main St.) Total Income EXPENSES Life Insurance Premiums Mortgage Interest on 602 Main St. Property Insurance for 602 Main St. Property Taxes (602 Main) Maintenance Expense (602 Main) State Annual Report Filing Fees Total Expenses DEPRECIATION 604 Main 602 Main Total Depreciation

$17,150 818 7,575 (as of June 2012) 7,260 (11 months) $32,803

$9,924 2,990 356 2,932 120 25 $ 16,347

Fully Depreciated $4,200 $4,200

DISBURSEMENTS Cash Distribution to MAYC Occupancy Cost for 604 Main St: Mortgage Interest $1,756 Property Taxes 894 Property Insurance 118 Utility Costs 288_ Total Other In-Kind contributions to MAYC TOTAL DISTRIBUTABLE FUNDS (5% of Non-Charitable Assets) Note The following are approximate figures. Average Monthly Value of Securities Market Value of Rental Property Average Cash Balance Total Less Mortgage Balance of $47,827 Less cash held for charitable purposes ($1,250) Minimum Investment Return (5% of $67,486) CURRENT BALANCES (12/18/2012): ASSETS BOOK VALUE Checking $ 971 Security Deposit (602 E. Main) 680 #Money Market 158 #Securities (Fidelity Account) 31,392 #U.S. Savings Bonds 100 #Ins. Policy Cash Value 75,022 #Property (604 Main St.) * 43,723 #Property (602 Main St.) * 48,363 Total Assets $200,409 LIABILITIES #Mortgage Bal. for 604 Main St. $28,002 #Mortgage Bal. for 602 Main St. $47,827 Total Liabilities $75,829 TOTAL NET ASSETS Net Endowment value: Book - $122,929 Market (approximate) - $163,175 # MAYC Endowment Assets/Liabilities * Cost less Accumulated Depreciation $124,580

$1,000 (pending)

$3,056 $ 629 $4,685

$ 27,000 87,563 2,000 $116,563 $68,763 $67,486 $3,374

MARKET VALUE $ 971 680 158 27,368 170 (Estimate) 75,022 (June 2012 Statement) 48,723 87,563 $240,655 $28,002 $47,827 $75,829 $164,826