PSIA-AASI Western Region — Special Meeting of the Members April 23, 2026 — Q&A Panel Questions (Exhibit D) Names and identifying information removed. ====================================================================== Q1. so what exactly is happening right now? Q2. What reason(s) did the Board give for why the first petition was “invalid”? [2 upvotes] Response: This information is available on the PSSIAlliance.us website Q3. I have a threshold concern. Corp. Code requires notice of a special meeting to be sent to all members. I am led to understand that one member obtained a list of contact info for all members several months ago. However, I'm also led to understand that the CEO has denied all more recent requests for such info. What is the status of that, and to whom was notice sent? [2 upvotes] Response: This information is explained on the PSSIAlliance.us website Q4. Does the Board recognize the validity of this current meeting? If not, why not? [3 upvotes] Response: This information is available on the PSSIAlliance.us website. Why not? TBD Q5. What is the board accusing those under suspension of doing? [2 upvotes] Response: Unsubstantiated allegations of Code of Conduct violation Q6. Wondering if the voting tonight has any weight in changing the actions of the current bod and the election [3 upvotes] Response: According the PSIA-West bylaws and the CA Corps Code: yes. Q7. Having worked in a third world country for 30 years. I feel like PSIA-W is just that, a third world country where leaders cling to power and jail the opposition. I have been a level three for 60 years. Can anyone tell me how this evolved? [5 upvotes] Response: A survey of the board meeting minutes over the past 5 years may shed light. Q8. Has anyone proposed a compromise solution of any sort that might be acceptable to both sides? [1 upvote] Response: The lawyer representing the suspended candidates is awaiting response from PSIA West leadership. PSIA West has received 2 Letters from said lawyer and a lawsuit has been filed to encourage participation Q9. Are there provisions in the bi laws that give a pathway to reseeding the board and management? [2 upvotes] Response: The bylaws allow for members to Elect and Remove the Board members. The Board members are responsible for the CEO. The CEO is responsible for the Deputy Director, and all operations staff. Q10. The snowboarder in me wishes we could all get along!! Is there any room for compromise? [2 upvotes] Response: live answered Q11. Question: Did the Board disqualify the winning candidates AFTER the and AFTER they won? [1 upvote] Response: Yes. Candidates were disqualified on March 20. Voting ended March 13. Q12. Where is the money to pay for the board's legal fees coming? [2 upvotes] Response: We are in the legal process and mediation is part of the solution befor trial. But the admin up until today has had their heels dug in and want to pursue disciplinary action. This meeting and the results may help someones cause theirsor ours. trial is expensive! Q13. Is the Education Foundation, or any members of the Ed Foundation, a part of this group, the PSIIAlliance? Response: The Education Foundation Board is listed on psia-w.org and the Petitions and signators are listed on PSSIAlliance.us website. You may compare Q14. What roll does PSIA National have if the board is unseated, do they step in as an interim management [2 upvotes] Response: The National Affiliation agreement outlines that Western must manage its own governance affairs. The members of Western hold the power to call a meeting and elect directors with proper notice Q15. Under our bylaws, can the membership oust a current sitting board member? [3 upvotes] Response: Absolutely! With a quorum of voting members of 100 or more with properly noticed meeting and agenda: this meeting complies with those bylaws Q16. What is the plan and what is the membership’s ability to proceed with any business of our organization if this vote results in a petition to remove Board Members or the paid Leadership team? What will happen if the Leadership Team and currently appointed Board that is set to be active as of April 27 refuse to comment on or accept the results? Is the national organization leadership team aware and/or involved? [3 upvotes] Response: The National Affiliation Agreement with Western does not allow National to take over any governance of a CA Non Profit Mutual Benefit. PSIA West is beholden to the stakeholders of the organization which are the voting members. Q17. Have the people subject to discipline been prohibited by PSIA from explaining their side of the story? [3 upvotes] Response: Yes. We have been given express direction to not solicit support from any other members in our written disciplinary action Q18. Are we hearing that the accused have not been told what they are accused of? And, they have had no ability to defend themselves? [2 upvotes] Response: We have been given an opportunity to respond to allegations to the CEO, but the allegations have no evidence by which we can defend. Q19. Who signed off on the disciplinary actions? Only the board of directors, or other leadership also? [1 upvote] Response: The documents were signed by M.C. of Western and J.L. of National Q20. In the last year, the board suspended eight members, including two sitting directors, three former directors, and an Education VP / examiner, on secret charges with no due process. They allowed the CEO to suspend a sitting director. [5 upvotes] Q21. The suspended parties do not know what the actions were that resulted in a disciplinary? It’s not written on their paperwork? [3 upvotes] Response: Vague allegations were outlined. No evidence or context was provided. Q22. Those of you on the inside, where is all of this rancor coming from? Not asking to name names, but asking how we reached this point? [1 upvote] Response: How we reached this point is unclear. Q23. Since the actionable items of this meeting is the voting on the line item agenda. Can we get a discussion on each voting item before the vote? [2 upvotes] Response: I hope your query has been satified. Q24. It could be coming from the CEO, Marisa Q25. If National sides with the current Board and this vote today to remove the current board prevails, is there value and a way to separate from National and become a separate entity? [1 upvote] Response: The National Affiliation Agreement with Western is actually very well written. If the members believe the affiliation should be renegotiated due to this circumstance, there is room for that. Q26. None of this makes sense. What is the justification for all of this? [1 upvote] Response: You question is broad, can you narrow your concern? Q27. Who comprises the Disapline Committee, and was National CEO, PSIAW CEO and Niel, despite his election loss, part of suspension and relocation of membership decision? [2 upvotes] Response: You may access this information by resourcing the Lawsuit on file with the Sacramento County Court. It will answer these questions directly. Q28. According to the lawsuit, the CEO made the decision to suspend Tiffany. Which is insane — the CEO *reports* to the board. [2 upvotes] Q29. Has the pattern of misconduct (timeline) and manipulation by PSIAW CEO and BOD been documented? [1 upvote] Response: Yes. Extensively. Q30. See the Calendar of Events at: https://pssialliance.us/ Q31. In California the “communication” would have to go through a BCC neutral resource and contact information would have to remain private. Response: In California there are different laws protecting communication based on Corporation status. As a CA Nonprofit Mutual Benefit, every member has a legal right to know every other member’s contact information and voting rights, AS LONG AS it is used for association business - like a member meeting or election Q32. I wondered how my personal cell phone and personal email was obtained by the organizers. Response: Every member of a CA Nonprofit Mutual Benefit like PSIA West has a right to the registry of members for associatoin business. You too have this right to request the registry for interests pertaining to PSIA West Q33. what was the purpose for selecting the candidates that were moved in your places Response: The number 6 and 7 vote getters were endorsed the staff, they are aligned with the current bod. The ceo eliminated the three of us so they could be moved up into our spots. the CEO did it to protect her job imo. She sits at the pleasure of the bpod. hmm. Q34. The Attorney General's Guide for Charities says in Chapter 8: “'I am a statutory member of a public benefit corporation and would like to use the corporation’s mailing list to send out information. Am I entitled to use the mailing list?'” "Yes, with limitations. A statutory member’s right to obtain a copy of the corporation’s member list is limited to purposes reasonably related to the person’s interest as a member." https://www.oag.ca.gov/.../media/Guide%20for%20Charities.pdf Response: Exactly. For example: You may not request the member list to sell cookies or promote your personal business. Q35. Were these activities only occuring under Marissa Cooper or were they occurring prior to her tenure? Response: These activities were not apparent in any board meeting minutes prior to 2023 Q36. From a voters perspective, if I voted for candidates that got suspended and I wasn't allowed to recast my vote, what happened to my vote?, does this mean that there is a breach of contract from terms of sale. as a member and purchasing an educational service by which I acquire the right to be represented... does this entitle me to a refund.... have the people on the board sat on the board before, have they done this before and we have not realized, does this give grounds to a retroactive investigation. Also, regarding PSIA funds, I don't want to defiance the institution with this process but is PSIA using funds we contribute to ignore our vote. Response: All great questions that you may need to resource the CA Corps Code and the current Leadership of PSIA West and the Bylaws Q37. The Parliamentarian stated once the voting result were posted those result become final. 1)Why was this by pasted? 2) Why hasn’t the selected members been reinstated? Response: Your questions are a matter for legal counsel Q38. Doesn't PSIA have a D & O policy? Response: Yes. D&O does not typically cover internal disputes of a nature involving a breach of fiduciary duty Q39. Can we file a complaint to the BBB Q40. How many PSIA-W members are in good standing? Response: If you request your Member’s Right to Inspection with the Board Secretary, you are supposed to be given this information within 7 business days, including addresses. A service the board has refused to do in preparation for this meeting. Q41. Lynnea Anderson is not immune to these disqualifications of memebers and examiniers. She drive most of disqualications!!!! [1 upvote] Response: she has interest in keeping the CEO as her employer for sure. Q42. The Form 990 shows a line item for $9K for “insurance” (not health insurance for staff). That may be their D&O insurance. But D&O typically doesn’t cover illegal acts. Q43. Is the D & O for national or west, $9000? Response: National and West are separate Non Profit Corporations. West can buy Liability insurance from National. That is all the affiliation agreement speaks to. Q44. Western Division Form 990. Q45. $9K is plausible as the annual premium, but I have no other information about the facts here. Q46. $9k is an expensive D & O. They typically cost $2000+ depenidng on the size and scope of the organization. Q47. Thank you. Q48. OK, thank you for that info. So that is probably how it was obtained. I appreciate the answer. Q49. How would we go about removing the leadership of PSIA W? Response: Vote as you see fit Q50. If the suspended members are accused of harvesting emails and using them, why have I never received one? Just saying…. Q51. How long we supposed to stay here? Response: Just waiting for the Election Registrar to update members who did not preregister Q52. Salaries in 2017--$125,207 total on revenue of $582,751. Entire board involved in evaluating salaries. 2023 program revenue $508,487 w/ total salaries of $280,606 and small subcommittee (managed by CEO?) deciding compensation. Need a new board and new admin team. Response: All good information the members may want to consider. This is why nonprofit associations are required to keep copies of certain documents in perpetua.