MINUTES OF THE ANNUAL MEETING OF THE SOLE DIEMBER OF ALAMO COMPLEX MANAGEMENT September 7, 2016 TIME AND PLACE OF MEETING The annual meeting of the sole member of Alamo Complex Management, a Texas nonprofit corporation (?Alamo Complex Management?) was held by meeting of the Board of Directors (the ?Board?) of The Alamo Endowment, a Texas nonpro?t corporation and the sole member of Alamo Complex Management (the ?Corporation?), with the Board acting on behalf of the Corporation in the Corporation?s capacity as the sole member of Alamo Complex Management. The annual meeting was held in the William Room at the Emily Morgan Hotel located at 705 E. Houston Street, San Antonio, Texas 78205 on the date set forth above at 1:00 pm, local time, pursuant to a meeting notice duly given to all of the members of the Board in accordance with Section 6.02 of the Bylaws of the Corporation. ATTENDEES The following directors were present in person at the meeting: George P. Bush, Chairman Hope Andrade Dr. Francisco Cigarroa Jim Dannenbaum Red McCombs Lew Moorman Nancy Perot Gene Powell Welcome Wilson, Jr. Ramona Bass and Ambassador Jeanne Phillips were not present at the meeting. At the invitation of the Board, the following also attended the meeting: from the Texas General Land Office, Kim Barker, Aaron DeLeon, Jeff Gordon, J.R. Hernandez, Anne Idsal, Kenny McLeskey, Bryan Preston, and Hector Valle; from the Corporation, Becky Dinnin and Rachel Bell; from Alamo Complex Management, Ian Oldaker, Reba Collins, and Allegra Zwaan; ?om The DeBerry Group, Kelli Larsen Epp; from Dykema Cox Smith, counsel to the Corporation, Kerry T. Benedict and Nick Monaghan; and from Fisher Heck Architects, Lewis Fisher and Mark Navarro. 4822-7441?3376] QUORUM AND CALL TO ORDER George P. Bush, Chairman of the Board, called the meeting to order. Gene Powell acted as secretary of the meeting (the ?Secretary?). Based on the number of directors in attendance at the meeting, it was determined that a quorum was present and that the meeting could proceed. BUSINESS CONDUCTED AT THE NIEETIN The Board considered resolutions on behalf Of the Corporation in the Corporation?s capacity as the sole member of Alamo Complex Management. After further discussion, upon motion duly made and seconded, the members of the Board present unanimously voted to approve the following resolutions in the Corporation?s capacity as the sole member of Alamo Complex Management: ANNUAL MEETING OF THE SOLE MEMBER OF ALAMO COMPLEX MANAGEMENT WHEREAS, the Corporation is the sole member of Alamo Complex Management; and WHEREAS, the Corporation, as the sole member of Alamo Complex Management, desires to provide that this meeting constitutes the annual meeting of the sole member of Alamo Complex Management, as required under Section 6.02 of Alamo Complex Management?s Bylaws (as amended, the Bylaws?); now, therefore, be it RESOLVED: That this meeting constitutes the annual meeting of the sole member of Alamo Complex Management for the year 2016 (the ?Annual ACM Member Meeting?). DIRECTORS or ALAMO COMPLEX MANAGEMENT WHEREAS, the Corporation, in its capacity as the sole member of Alamo Complex Management, has the authority to elect members of the board of directors of Alamo Complex Management, as nominated by the Commissioner of the Texas General Land Office, pursuant to Section 3.02 of the ACM Bylaws; and WHEREAS, the term of of?ce of each of the members of the board Of directors of Alamo Complex Management has not expired as of the date of this Annual ACM Member Meeting and no new members of the board of directors of Alamo Complex Management are to be elected at this Annual ACM Member Meeting; now, therefore, be it RESOLVED: The following persons constitute the current board of directors of Alamo Complex Management as of the date of the Annual ACM Member Meeting: Welcome Wilson, Jr., Chairman Hope Andrade Ramona Bass George P. Bush Dr. Francisco Cigarroa Jim Dannenbaum Red McCombs Lew Moorman Nancy Perot Ambassador Jeanne Phillips Gene Powell RATIFICATION OF PRIOR ACTS RESOLVED: That all actions of the Board taken since the last meeting of the Board, whether such actions were approved by means of a meeting of the Board or by unanimous written consent of the Board, for or on behalf of the Corporation in its capacity as the sole member of Alamo Complex Management be, and such actions hereby are, rati?ed and approved in all respects. RESOLVED: That all actions of the officers of the Corporation taken since the last meeting of the Board, for or on behalf of the Corporation in its capacity as the sole member of Alamo Complex Management, be, and such actions hereby are, rati?ed and approved in all respects. OMNIBUS RESOLUTIONS RESOLVED: That in addition to the speci?c authorizations conferred by the foregoing resolutions, the officers of the Corporation (the ?Authorized Officers?) are, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Corporation in its capacity as the sole member of Alamo Complex Management, to do or cause to be done all such further acts and things as the Authorized Of?cers, or any of them, shall, as evidenced by the doing or causing thereof, deem necessary, desirable or appropriate in order to carry into effect the purposes and intent of the foregoing resolutions, with the doing of the same or causing the same to be done by the Authorized Officers, or any of them, establishing conclusively the authority therefor and the approval by the Board of the actions so taken; and, if specific forms of resolutions are necessary, desirable or appropriate to accomplish the transactions contemplated by the foregoing resolutions, then the same shall be deemed to have been, and hereby are, adopted, and the Secretary of the Corporation is authorized to certify the adoption of all resolutions as though such resolutions had been presented to and approved by the Board. RESOLVED: That each of the lawful acts of the Authorized Officers, or any of them, taken prior to the date hereof in connection with the transactions contemplated by the foregoing resolutions is hereby rati?ed, adopted, approved and confirmed as if each such act had been presented to and approved by the Board prior to being taken. ADJOURNMENT There being no further business to come before th meetin upon moti . seconded, this meeting adjourned at 2:15 pm, leealtye VGene Fowell, ?eeretary of tbe Meeting MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF ALAMO COMPLEX MANAGEMENT March 30, 2016 TIME AND PLACE OF MEETING A special meeting of the Board of Directors (the ?Board?) of Alamo Complex Management, a Texas nonpro?t corporation (the ?Corporation?), was held in the William King Conference Room at the Emily Morgan Hotel located at 705 E. Houston Street, San Antonio, Texas 78205 on the date set forth above at 1:45 pm, local time, pursuant to a meeting notice duly given to all of the members of the Board in accordance with Section 3.07 of the Bylaws of the Corporation. ATTENDEES The following directors were present in person at the meeting: Welcome Wilson, Jr., Chairman Hope Andrade Ramona Bass George P. Bush Jim Darmenbaurn Red McCombs Lew Moorman Nancy Perot Gene Powell Dr. Francisco Ci garroa and Ambassador Jeanne Phillips were not present at the meeting. At the invitation of the Board, the following also attended and participated: special advisor to the Corporation, Geoff Connor; from the Texas General Land Of?ce, Kim Barker, Rachel Bell, Brittany Cheathearn, Becky Dinnin, Brittany Eek, Jeff Gordon, Kenny McLeskey and Hector Valle; from Alamo Complex Management, Joe Gardner; from Dykerna Cox Smith, counsel to the Corporation, Kerry T. Benedict and Joshua Sutin; and from Wayne Collie CPA, Wayne Collie. QUORUM AND CALL TO ORDER Welcome Wilson, Jr., Chairman of the Board, called the meeting to order. Gene Powell acted as secretary of the meeting (the ?Secretary?). Based on the number of directors in attendance at the meeting, it was determined that a quorum was present and that the meeting could proceed. 483 8-3702-53291 REVIEW AND OF MINUTES The ?rst order of business before the meeting was the review of the minutes from the special meeting of the Board held on December 3, 2015 (the ?Minutes?). The Secretary reviewed the Minutes, which were in the form of the drafts previously distributed to the Board. After the Secretary?s review of the Minutes, the members of the Board present unanimously approved the Minutes. BUSINESS CONDUCTED AT THE MEETING Next, the Board welcomed Nancy Perot and Ambassador Jeanne Phillips as its new Board members, as elected by The Alamo Endowment, a Texas nonpro?t corporation and supported organization of the Corporation (the ?Endowment?). Then, Becky Dinnin presented a general report to the Board on matters pertaining to the Alamo Complex, including a report on attendance and visitor trends, education programs, historical programs, special events, marketing and communications, facility upgrades, human resources, security and logistical initiatives, the gift shop, and ongoing efforts to protect intellectual property. Ms. Dinnin also provided an update on the status of the Alamo?themed license plate, which was scheduled to be released in May. Ms. Dinnin then provided a report on revenue and expense trends at the Alamo Complex. The Board discussed these matters with Ms. Dinnin and asked a number of questions. Ms. Dinnin then recognized Brittany Cheatheam, who would be leaving her position with the Texas General Land Of?ce, for her efforts in connection with the Alamo. The Board thanked Ms. Cheatheam for her service. As the next order of business, Kim Barker presented an update on preservation projects at the Alamo Complex, including tree maintenance, site work and improvements, demolition activities, structural stabilization projects, remediation and rehabilitation work, ?ber optic cabling and other renovations and assessments. Ms. Barker also provided an update on the completion of the ground penetrating radar conducting by the Texas Historical Commission. Ms. Barker then discussed an arrangement with the Center for Archaeological Research at the University of Texas at San Antonio to complete certain research, reporting and curation related to an archaeological ?eld school conducted at the Alamo Complex in 2006. A Board discussion ensued. Then, Kerry T. Benedict presented a legal report to the Board. Mr. Benedict reported that the Form 990 for each of the Corporation and the Endowment had been ?led with the Internal Revenue Service. Mr. Benedict also reported that the applications for tax-exempt status of the Corporation, the Endowment and Remember the Alamo Foundation, a Texas nonpro?t corporation and supporting organization of the Endowment, had each been approved by the Internal Revenue Service. Mr. Benedict advised that the Corporation?s 401(k) Plan had been implemented and that the plan administrator would be hosting informational presentations for the Corporation?s employees in order to education them as to the bene?ts offered by the plan. The Board asked questions and a discussion ensued. As the next order of business, Wayne Collie, Joe Gardner, and Kenny McLeskey reported to the Board on the Corporation?s ?nancials. Questions were asked with regard to the content of the report and a discussion ensued. Then, Gene Powell provided an update on the Alamo Complex master plan. At 2:30 pm. local time, the Board went into executive session. At 2:50 pm. local time, the Board returned from executive session. ADJOURNMENT There being no further business to come before the meeting, upon motion duly made and seconded, this meeting adjourned at 2:50 pm. local time. Gene Powell, as Secretary of the Meeting mores on a MEETING on THE BOARD OF DIRECTORS OF ALAMO COMPLEX MANAGEMENT June 1, 2016 TIME AND PLACE on warms A regular meeting of the Board of Directors (the ?Board?) of Alamo Complex Management, a Texas nonpro?t corporation (the ?Corporation?), was held in the William King Conference Room at the Emily Morgan Hotel located at 705 E. Houston Street, San Antonio, Texas 78205 on the date set forth above at 1:15 pm, local time, pursuant to a meeting notice duly given to all of the members of the Board, in accordance with Section 3.07 of the Bylaws of the Corporation. ATTENDEES The following directors were present in person at the meeting: Welcome Wilson, Chairman George P. Bush Red ombs . Gene Powell Hope Andrade, Jim Dannenbaum, and Nancy Perot participated in the meeting by conference telephone. . Ramona Bass, Dr. Francisco Cigarroa, Lew Moorman, and Ambassador Jeanne Phillips were not present at the meeting. At the invitation of the Board, the following also attended the meeting: from the Texas General Land Of?ce, Kim Barker, Rachel Bell, Becky Dinnin, Jeff Gordon, 1R. Hernandez, Kenny McLeskey, and Hector Valle; from Alamo Complex Management, Joe Gardner and Ian Oldaker; from The DeBerry? Group, .Kelli Epp; from Dykema Cox Smith, counsel to the Corporation, Kerry T. Benedict, Nidk Monaghan, and Joshua Satin; and from Wayne E. Collie, CPA, Wayne Collie. QUORUM AND CALL TO ORDER Welcome Wilson, J12, Chairman of the Board (the ?Chairman?), called the meeting to order. Gene Powell acted as secretary of the meeting (the ?Secretary?). Based on the number of directors in attendance at the meeting, it was determined that a quorum was present and that the meeting could proceed. REVIEW AND APPROVAL OF MINUTES The ?rst order of business before the meeting was the review of the minutes from the special meeting of the Board held on March 30, 2016 (the ?Minutes?). The Secretary reviewed the Minutes, which were in the form of the drafts previously distributed to the Board. A?er the Secretary?s review of the Minutes, the members of the Board present unanimously approved the Minutes. BUSINESS CONDUCTED AT THE NIEETIN As the next order of business, Becky Dinnin presented a general report to the Board on matters pertaining to the Alamo Complex. Ms. Dinnin reported on attendance and visitor trends, education programs, historical programs, and special events. Ms. Dinnin provided a report on the Alamo?s new website, as well as updates to the audio tour program and digital and static signage. Ms. Dinnin also reported on facility upgrades at the Alamo Complex and certain human resources matters, including updates to the employee handbook and the Corporation?s sponsorship of a new 401(k) plan. Ms. Dinnin then provided an update on security matters affecting the Alamo Complex, including the transition of the Alamo Rangers to the employment of the Corporation and the results and recommendations of a recently completed audit of the Corporation?s cybersecurity. Next, Ms. Dinnin provided an update on construction at the Alamo Complex and plans for utilizing certain space at the Alamo Complex. Ms. Dinnin also provided updates on the Alamo License Plate project and certain trademark matters. Ms. Dinnin then provided an update on the management of the gift shop. In addition, Ms. Dinnin reported on ?nancial matters, including revenue and expense trends at the Alamo Complex. The Board discussed these matters with Ms. Dinnin and asked a number of questions. Ms. Dinnin introduced Ian Oldaker as the Chief Operating Of?cer of the Corporation. The Board welcomed Mr. Oldalrer. As the next order of business, Kim Barker presented an update on construction and preservation projects at the Alamo Complex. Ms. Barker ?rst discussed projects that have been completed at the complex, including the canopy, the Americans with Disabilities Act (the Act?) assessment of all public areas of the grounds and buildings for compliance with the ADA Act and Texas Accessibility Standards, the testing of the church facade stabilization, and the investigation of Certain building issues at the property. Ms. Barker then reported on the projects that would commence in June, which include the unisex restroom project, the creation of new of?ces at the Alamo Complex, the restroom renovation, the installation and replacement of the long barrack north door, and certain other projects. A Board discussion ensued. Then, Kerry T. Benedict presented a legal report to the Board. Mr. Benedict reported on the transition of the Alamo Rangers to the employ of the Corporation. Mr. Benedict also provided a report on the status of the execution of certain of the Corporation?s operational contracts. Mr. BenediCt provided an update on real property lease matters and advised that the 401(k) plan had been successfully implemented. Additionally, Mr. Benedict reported on the process that would be implemented to better ensure that Mr. Oldaker is effectively oriented to his new position as Chief Operating Of?cer. Mr. Benedict also advised that Dykema Cox Smith is coordinating a Health Insurance Portability and Accountability Act training for the Corporation?s employees. Mr. Benedict reported that his legal team was preparing additional policies and procedures for consideration by the Board at a future date. The Board asked questions and a discussion ensued. As the next order of business, Joe Gardner and Kenny MoLeslcey provided a ?nancial report, including with respect to the Corporation?s revenues and expenses and the importance of maintaining appropriate ?nancial reserves for operations. Questions Were asked with regard to the content of the report and a discussion ensued. Then, Gene Powell reported on the Alamo Master Plan. Questions were asked and a discussion ensued. AD OURNNIENT There'being no further business to come before the meeting, upon motion duly made and seconded,?this meeting adjourned at 1:45 13,115., local time. Gene Powell, as Secretary of the Meeting MINUTES OF THE ANNUAL MEETING OF THE BOARD OF DIRECTORS OF ALAMO COMPLEX MANAGEMENT September 7, 2016 TIME AND PLACE OF MEETING The annual meeting of the Board of Directors (the ?Board?) of Alamo Complex Management, a Texas nonprofit corporation (the ?Corporation?), was held in the William Room at the Emily Morgan Hotel located at 705 E. Houston Street, San Antonio, Texas 78205 on the date set forth above at 2: 15 p.rn., local time, pursuant to a meeting notice duly given to all of the members of the Board in accordance with Section 3.07 of the Bylaws of the Corporation (the ?Bylaws?). ATTENDEES The following directors were present in person at the meeting: Welcome Wilson, Jr., Chairman Hope Andrade George P. Bush Dr. Francisco Cigarroa Jim Dannenbaurn Lew Moorman Nancy Perot Gene Powell Ramona Bass, Red McCombs, and Ambassador Jeanne Phillips were not present at the meeting. At the invitation of the Board, the following also attended the meeting: from the Texas General Land Of?ce, Kim Barker, Aaron DeLeon, Jeff Gordon, JR. Hernandez, Anne Idsal, Kenny McLeskey, Bryan Preston, and Hector Valle; from the Corporation, Becky Dinnin and Rachel Bell; from Alamo Complex Management, Ian Oldaker, Reba Collins, and Allegra Zwaan; from The DeBerry Group, Kelli Larsen Epp; from Dykema Cox Smith, counsel to the Corporation, Kerry T. Benedict and Nick Monaghan; and from Fisher Heck Architects, Lewis Fisher and Mark Navarro. QUORUM AND CALL TO ORDER Welcome Wilson, Jr., Chairman of the Board (the ?Chairman?), called the meeting to order. Gene Powell acted as secretary of the meeting (the ?Secretary?). Based on the number of directors in attendance at the meeting, it was determined that a quorum was present and that the meeting could proceed. 4814-8406?7904} REVIEW AND APPROVAL OF THE MINUTES The first order of business before the meeting was the review of the minutes from the regular meeting of the Board held on June 1, 2016 (the ?Minutes?). The Secretary reviewed the Minutes, which were in the form of the drafts previousiy distributed to the Board. After the Secretary?s review of the Minutes, the members of the Board present unanimously approved the Minutes. BUSINESS CONDUCTED AT THE MEETING As the next order of business, Kerry T. Benedict discussed the proposed resolutions of the Board for consideration at this meeting. After further discussion, upon motion duly made and seconded, the members of the Board present unanimously voted to approve the following resolutions: ANNUAL MEETING OF THE BOARD OF DIRECTORS OF THE CORPORATION WHEREAS, the Board desires to provide that this meeting constitutes the annual meeting of the Board, as required under Section 3.06 of the Bylaws; now, therefore, be it RESOLVED: That this meeting of the Board constitutes the annual meeting of the Board for the year 2016 (the ?Annual Meeting?). RATIFICATION OF APPOINTMENT OF CHIEF OPERATIONS OFFICER AND RESIGNATION OF EXECUTIVE DIRECTOR WHEREAS, pursuant to Section 4.06 of the Bylaws, by means of a unanimous written consent without a meeting (the ?Written Consent?), the Board appointed Ian Oldaker as the Chief Operations Officer of the Corporation (the ?Chief Operations Officer?), effective as of June 1, 2016, to serve for the term of Office fixed in the Bylaws and until his successor is duiy elected and quali?ed or until his earlier death, resignation or removal; and WHEREAS, the resolutions approved in the Written Consent also granted Ian Oldaker, in his capacity as the Chief Operations Of?cer, with the authority of an ?Authorized Officer? of the Corporation, as defined in the Joint Action of the Sole Member and Board of Directors by Unanimous Written Consent, dated June 25, 2015 (the ?2015 Consent?), which includes the authority to execute and deliver any agreement in the name of the Corporation and to otherwise obligate the Corporation with respect to the Corporation?s business within general guidelines and budgets approved by the Board, and (ii) general authority over the Corporation?s bank accounts, as provided in the 2015 Consent; and WHEREAS, pursuant to the Written Consent, the Board accepted the resignation of Becky Dinnin as the Executive Director of the Corporation (the ?Executive Director?), effective as of11159 pm. on June 30, 2016; and WHEREAS, the Board desires to ratify and approve the Written Consent and all actions and resolutions contained therein; now, therefore, be it RESOLVED: That the Written Consent is, and ail actions and resolutions approved thereunder, including the appointment of Ian Oldaker as the Chief Operations Of?cer and the related authority granted to Ian Oldaker in connection with such of?ce; and (ii) the acceptance of the resignation of Becky Dinnin as the Executive Director, be, and hereby are, rati?ed and approved. OFFICERS OF THE CORPORATION WHEREAS, the term of of?ce of each of the of?cers of the Corporation has not expired as of the date of this Annual Meeting and no new officers are to be appointed at this Annual Meeting; now, therefore, be it RESOLVED: The following persons constitute the current of?cers of the Corporation as of the date of the Annual Meeting: i George P. Bush President Welcome Wilson, Jr. Chairman Jim Dannenbaurn Vice Chairman Ramona Bass Vice President Gene Powell Secretary Lew Moorman Treasurer Ian Oldaker Chief Operations Of?cer As the next order of business, Kenny McLeskey discussed the 2016-2017 Operating Budget. Mr. McLeskey presented the money collected and then walked through the Operating Budget and its account as of July 31, 20 i 6. The Board asked questions and a discussion ensued. Next, tan Oldaker presented the Conceptual 3?Year Business Plan. Mr. Oldaker discussed a summary of the 2015-16 ?scal year. Mr. Oldaker then provided the 2016 2017 total budget, along with a departmental breakdown. He discussed the immediate needs of the Corporation, including with respect to necessary hires. Mr. Oldaker then went on to share a conceptual 3-year business plan. He indicated that his primary objectives will be sustainability and self-suf?ciency and to provide a world~class visitor experience. Mr. Oldaker described some of his other goals for operations and described certain updates and recent improvements to the Alamo Complex, including redesigned site signage and some experimenting with Church layout and experience. He then described 2015 attendance at the Alamo Complex and the increase of attendance in 2016. Mr. Oldaker also discussed the results of a recent visitor survey. The Board offered suggestions and there was further discussion. Next, Anne Idsall provided a brief report on budget appropriations. As the next order of business, Kim Barker presented the Alamo Complex Preservation update. Ms. Barker reported on physical projects and research projects that had been completed at the Alamo Complex in 2016 to date and others that were ongoing or planned. The Board asked a number of questions and a discussion ensued. After further discussion, upon motion duly made and seconded, the members of the Board present unanimously voted to approve the following resolutions: RATIFICATION or PRIOR ACTS RESOLVED: That all actions of the Board taken since the Corporation?s formatiQ?, whether such actions were approved by means of a meeting of the Board or by unanimous written consent of the Board, for or on behalf of the Corporation, be, and such actions hereby are, rati?ed and approved in all respects. RESOLVED: That all actions of the of?cers of the Corporation taken since the Corporation?s formation, for or on behalf of the Corporation, be, and such actions hereby are, rati?ed and approved in all respects. OMNIBUS RESOLUTIONS RESOLVED: That in addition to the speci?c authorizations conferred by the foregoing resolutions, the of?cers of the Corporation (the ?Authorized Of?cers?) are, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Corporation, to do or cause to be done all such further acts and things as the Authorized Officers, or any of them, shall, as evidenced by the doing or causing thereof, deem necessary, desirable or appropriate in order to carry into effect the purposes and intent of the foregoing resolutions, with the doing of the same or causing the same to be done by the Authorized Of?cers, or any of them, establishing conclusively the authority therefor and the approval by the Board of the actions so taken; 'and, if speci?c forms of resolutions are necessary, desirable or appropriate to accomplish the transactions contemplated by the foregoing resolutions, then the same shall be deemed to have been, and hereby are, adopted, and the Secretary of the Corporation is authorized to certify the adoption of all such resolutions as though such resolutions had been presented to and approved by the Board. RESOLVED: That each of the lawful acts of the Authorized Of?cers, or any of them, taken prior to the date hereof in connection with the transactions contemplated by the foregoing resolutions is hereby rati?ed, adopted, approved and continued as if each such act had been presented to and approved by the Board prior to being taken. ADJ OURNBIENT duly made and seconded, this meeting adjourned at 3:15 pm, local ti There being no ?rrther business to come before [7&5 meeting, upon mo oe?? Powell?b Secretary ofthe Meeting