FREDERICK M. BOSS Deputy Attorney General ELLEN F. ROSENBLUM Attorney General DEPARTMENT OF JUSTICE CIVIL ENFORCEMENT DIVISION June 20, 2017 Portland Marathon, Inc. c/o J. Alan Jensen, Registered Agent 111 SW Fifth Ave, Suite 2300 Portland, OR 97204 RE: Portland Marathon, lnc. DOJ File No. Dear Board of Directors: The 'Attomey General has common-law and statutory authority over all charitable corporations and trusts operating in Oregon. Pursuant to the supervisory power granted to the Attorney General by the Charitable Trust and Corporations Act, ORS 128.610 et seq, the Department plans to conduct a review of certain ?nancial and governance practices involving the Portland 'Marathon, Inc. The initial scope of our review is set forth in the attached Order to Appear and Produce Records, though the scope of the Department?s review may expand or change as information is obtained. As the Order indicates, we do not want anyone to appear at this time. We would like to obtain the requested documents ?rst. After reviewing the documents you provide, we will likely want to Speak with the board members. We ask that the requested documents be produced by July 26, 2017. The investigator assigned to this matter is Douglas W. Pearson. Feel free to contact him if you have any questions regarding the Order. Sincerely, Susan A. Bower Assistant Attorney General Enclosure 100 SW Market Street, Portland, OR 97201 Telephone: (971) 673-1880 Fax: (971) 6734882 TTY: (800) 7352900 1 DEPARTMENT OF JUSTICE 2 STATE OF OREGON 3 In the Matter of: ORDER TO APPEAR AND PRODUCE DOCUMENTS 4 PORTLAND MARATHON, INC, an 5 Oregon public bene?t corporation. . DOJ Case No. 6 To: Portland Marathon, Inc. J. Alan Jensen, Registered Agent 7 111 sw Fifth Ave, Suite 1900 8 Portland, OR 97204 9 This Order to Attend and Produce Documents is part of an of?cial investigation being 10 conducted by the Oregon Department of Justice relating to the activities and assets of Portland 11 Marathon, Inc. pursuant to ORS 128.680 and ORS 128.690. Information and documents or other 12 materials believed to be in your possession, custody, or control are relevant to this investigation. 13 The purpose of this investigation is to find out Whether there has been a violation of the 14 Oregon Charitable Trust and Corporations Act, ORS 128.610 through 128.750, the Oregon 15 Nonpro?t Corporations Act, ORS 65.001 et seq. the Charitable Solicitations Act, ORS 128.801 16 through 128.898, or common law. 17 You must produce all items listed in Exhibit 1, which is attached. This request should not 18 be construed as all-inclusive. We speci?cally reserve the right to seek access to additional 19 information and to pursue additional avenues of inquiry as we deem necessary. Because we may 20 request other documents or information at a later time, please suspend any procedures for 21 document destruction and take other measures to prevent the destruction of documents that are 22 relevant to the matter while it is pending. 23 You are required to: 24 (1) Provide a full and complete response to Exhibit 1, which is attached. You may mail, 25 deliver, or make other arrangements with our of?ce for the production of these documents: 26 Page ORDER TO APPEAR AND PRODUCE DOCUMENTS DM 8267117 OREGON DEPARTMENT OF JUSTICE 100 SW Market Street PORTLAND, OREGON 97201 (97'1) 613-1880 DATE AND TIME OF PRODUCTION: Monday, July 26, 2017, 9:00 AM 2 LOCATION: Oregon Department of Justice I Attn: Douglas W. Pearson i 3 Charitable Activities Section 1 100 SW Market Street 4 Portland, OR 97201 5 (2) You or the organization?s designated representatives are required to appear and 6 provide testimony related to the organization: 7 DATE AND TIME OF APPEARANCE: TBD 8 LOCATION: TBD 9 10 AUTHORITY 1 1 This Order is issued under the authority granted to the Attorney General of the State of 12 Oregon by Charitable Trust and Corporations Act, ORS 128.610 through 128.750, and 13 speci?cally ORS 128.680, which permits the Attorney General to investigate Whether or not the 14 purposes of a charitable organization are being carried out in accordance with the terms and 15 provisions of the organization document(s), whether a ?duciary has engaged in a violation of the 16 Charitable Trust and Corporation Act, or whether a ?duciary has breached a ?duciary duty 17 arising under the common law. This Order is subject to enforcement and sanctions as provided in 18 ORS 128.690 and ORS 128.710. This Order has the same force and effect as a subpoena. If you 19 fail to comply with this Order, the Attorney General may, pursuant to ORS 128.690, obtain a 20 court order requiring you to appear and testify, and order other relief as may be required until 21 compliance is obtained. . 22 CRIMINAL PENALTY 23 These documents and materials may be physical evidence. Changing or destroying them is 24 a crime, according to the Oregon Criminal Code: i 25 I 26 Page 2 ORDER TO APPEAR AND PRODUCE DOCUMENTS DM 8267117 OREGON DEPARTMENT OF JUSTICE 100 SW Market Street PORTLAND, OREGON 97201 (971) 673-1880 ORS 162.295 Tampering with physical evidence. (1) A person commits the crime of tampering with physical evidence if, with intent 3 that it be used, introduced, rejected or unavailable in an official proceeding which is then pending or to the knowledge of such person is about to be instituted, the person: 4 Destroys, mutilates, alters, conceals or removes physical evidence 5 impairing its verity or availability; or 6 (b Knowin 1 makes, produces or offers any false ph sical evidence; or 7 Prevents the production of physical evidence by an act of force, 8 intimidation or deception against any person. 9 (2) Tampering with physical evidence is a Class A misdemeanor. 10 Each violation of this law could lead to imprisonment of one year or a fine up to $6,250 for an i 1 individual, $5,000 for a corporation, or double the defendant?s gain. 12 13 DATED this Erik-trim); of June 2017. 14 ELLEN F. ROSENBLUM 15 Attorney General 16 i: (We 17 . Susan A. Bower, 0813 #960960 Assistant Attorney General 18 Oregon Department of Justice 19 Attorneys for State of Oregon 20 If You Have Any Questions, Please Contact: 21 Douglas W. Pearson, Chief Investigator 22 Oregon Department of Justice Charitable Activities Section 23 100 SW Market Street Portland, OR 97201 24 Telephone: (971) 673?1880 Fax: (971) 673?1882 25 26 Page 3 ORDER TO APPEAR AND PRODUCE DOCUMENTS DM 3267] i7 OREGON DEPARTMENT OF JUSTICE 100 SW Market Street PORTLAND, OREGON 97201 63-1880 Statement of Reasonable Accommodation 2 If you are required to appear personally, your appearance will be conducted in a 3 wheelchair accessible location. Written materials may be provided and/or graphic displays may 4 be presented during the appearance. For any other accommodation needed by individuals due to 5 a disability, please contact the. person Whose name appears below. 6 Douglas W. Pearson, Chief Investigator Oregon Department of Justice 7 Charitable Activities Section 100 SW Market Street 8 Portland, on 97201 Telephone: (971)673?1880 9 Facsimile: (971)673-1882 Page 4 ORDER TO APPEAR AND PRODUCE DOCUMENTS DM 82671 17 OREGON DEPARTMENT OF JUSTICE 100 SW Market Street PORTLAND, OREGON 97201 (971) 673-1880 EXHIBIT 1: ORDER TO APPEAR AND PRODUCE DOCUMENTS PORTLAND MARATHON, INC. i DEFINITIONS ?Relevant Time Period?: Unless otherwise speci?ed, the relevant time period for which documents and information are requested is from January 1, 2014 to present. ?Possession, Custody, or Control?: The requests for production call for all described documents in the Organization?s possession, custody, or control without regard to the person or persons by whom or for whom the documents were prepared. A document is within the Organization?s control if the Organization has ownership, possession, or custody of the document, or the right to secure the document or a copy thereof from any person having physical control of the document. ?Correspondence? means all letters, telegrams, notices, messages, or other written communications or memoranda, electronic or otherwise, or other records of conversations, meetings, conferences, or other oral communications. ?Document? and/or ?Documents? is used in the broadest sense and means all written, printed, typed, recorded, or graphic matter, photographic matter, sound reproductions, computer ?les, including but not limited to electronic mail, tapes, inputs or outputs, however produced or reproduced or in any other matter from which information may be obtained, and drafts, non- identical copies, file folders, and jackets in which the documents are contained. The phrase ?non- identical copies? refers to reproductions of the original documents that have notations, marking, comments, or other materials not appearing in the original. ?Identify? and/or ?Identification,? when used in reference to a natural person, means to state his or her name and present or last known address, telephone number, facsimile number, electronic mail address, and present or last known position or busineSs af?liation. When used in reference to an entity, organization, or business, ?identify? and/or ?identification? means to state its name, the name and position of its contact person, and the present or last known address, telephone number, facsimile number, and electronic mail address of that contact person. When used in reference to a document, ?identify? and/or ?identi?cation? means to states its date, its author, and the type of document letter, memorandum, telegram, chart, photograph, sound reproduction, etc.) or, if the above information is not available, some other means of identifying it, and its present location and the name of each of its present custodians. If any such document was but no longer is in your possession, subject to your control, or in existence, state whether it is missing or lost, has been destroyed, has been transferred voluntarily or involuntarily to other, or otherwise disposed of, in each instance explain the circumstances surrounding, authorization and date (or approximate date) of such disposition. ?Organization? means the PORTLAND MARATHON, INC. and any other companies, groups, or entities controlled by or affiliated with the Organization, and the Organization?s of?cers, directors, employees, agents, independent contractors, or representatives. ?Relating to,? ?related to,? and/or ?relate to,? mean to be relevant in any way to the subject matter in question including, without limitation, all information that directly or indirectly contains, Page i of 3 EXHIBIT 1 DM 8274227 records, re?ects, summarizes, evaluates, refers to, indicates, comments upon, or discusses the subject matter. The terms also include documents or information that states the background of, was the basis for, records, evaluates, comments upon, or was referred to, relied upon, utilized, generated, transmitted, or received in arriving at any conclusion, opinion, estimate, position, decision, belief, or assertion concerning the subject matter. ?Representative? means any employee, independent contractor, or agent engaged in the selling of products or service, performance of services, or performing other actions on another?s behalf. INSTRUCTIONS In responding to the requests for production of documents: 1. In each instance in which a document is produced in response to a request, the current version of the document must be produced together with all earlier versions, drafts, non- identical copies, or predecessor documents serving the same function during the relevant time period. 2. Each requested document should be submitted in its entirety, even if only a portion of the document is responsive to a specifiCation. Documents should not be edited, cut, or expunged and should include all cover letters and memoranda, transmittal slips, appendices, tables, or other attachments, and all other documents referred to in the document or attachments. All manuals, instructions, or other written materials necessary to understand any document produced in response to these specifications should also be produced. 3. The producer shall label each group of documents to indicate the request for production to which the group of documents relates. 4. If the Organization does not possess the documents requested, it must expressly so state in response to the request. If it has personal knowledge of the location of such documents, identify the person who has custody. If it has control over the document, but not custody or physical control, it must obtain custody and produce the document. 5. If all or any portion of a responsive document is withheld based on a claim of privilege or any other claim, please state in writing, individually for each document: a. The document?s type, title, subject matter, and date; b. The names, addresses, positions, and organizations of each author and recipient; and c. The specific grounds for claiming that the document is privileged, as well as facts suf?cient to support such a claim. If only a portion of the document is deemed privileged, redact the privileged material and produce the redacted document. Page 2 of 3 EXHIBIT 1 DM 8274227 DOCUMENTS TO BE PRODUCED 1. All board, executive, and advisory board meeting minutes, agendas, and resolutions. 2. All articles of incorporation, bylaws, and any written board policies that are or were in effect for the relevant time period 3. All documents suf?cient to identify all persons who have served or are currently serving on the board of directors or any committee and that identify such persons? individual contact information, including but not limited to mailing addresses, physical addresses, personal email addresses, cell phone numbers, other telephone numbers, and similar contact information. 4. All communications among or between board directors regarding the organization. 5. All documents relating to any compensation or reimbursements paid to any person who has been an of?cer or director of the organization. 6. All ?nancial statements, budgets, accounting reports, balance sheets, and general ledgers, including but not limited to, any audited or unaudited ?nancial statements prepared by any bookkeeper or CPA working on behalf of the organization 7. Complete banking and investment account records for the organization for all associated accounts, including but not limited to, all bank and credit card statements, cancelled checks, and deposit records. 8. All written agreements with other charitable organizations. 9. All documents demonstrating distributions to or contributions from other charitable organizations. 10. All documents related to any agreements or transactions between the organization and Next Events Productions, LLC and/or IMF TAPPAREL, LLC, including documents evidencing payments to either entity. 11. All documents demonstrating program activities of the Going the Distance Foundation. 12. All communications, reports, and accountings with Road Runners Club of America, Inc. 13. All directors and of?cers insurance policies for the organization. Page. 3 of3 EXHIBIT 1 DM 8274227 CERTIFICATE OF SERVICE I hereby certify that on June :35} 2017, I caused to be served the foregoing Order to Appear by mailing a true and correct copy thereof by Regular and Certi?ed US. mail, postage prepaid, addressed as follows upon: Portland Marathon, Inc. J. Alan Jensen, Registered Agent 111 SW Fifth Ave, Suite 2300 Portland, OR 97204 3 U. 5,7} Susan A. Bower, OSB #960960 Assistant Attorney General CERTIFICATE OF SERVICE