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"The miracle of the 2007 Minnesota State Fair does not come on a stick, deep fried or in the form of a Princess Kay of the Milky Way butter head, The miracle is that there is a State Fair at all this year." -Star Tribune of Minneapolis Aug. 23, 2007 At 3:30 a.m, Saturday Aug. II, a brutal storm with tornado-like winds ripped through the heart of the State Fairgrounds, tearing roofs off of major buildings, demolishing smaller structures, uprooting and snapping scores of huge trees, obliterating concession stands and transforming the pristine fairgrounds into a chaotic mess just 12 days before the '07 fair was set to open. The immense effort of many dedicated people to restore the fairgrounds and rescue the '07 fair began at first light the morning of the storm and it didn't let up until the fair's opening day. Under the best of eonditions, setup of the fair is a huge undertaking. To successfully do so while dealing with the aftermath of a devastating storm is all the more remarkable. The board and staff of the State Fair, however, never doubted for a second that the storm would affect the fair. By opening day on Aug. 23, barely a trace of the carnage remained and the historic State Fairgrounds looked great. For more than 150 years, the same type of dedication and commitment that saved the '07 State Fair have brilliantly served the exposition. The passion for the fair that we share with our predecessors comes from our strong sense of obligation to the people of Minnesota. They deserve the best, and we do our utmost to see that they get it. Minnesotans' lengthy love affair with their fair is about more than animals and education and blue ribbons and rides and exhibits and music and food on a stick. The Minnesota State Fair is about who we are. It's a one-of-a-kind opportunity for each of us to reconnect every year with all that's good about our state and ourselves. I look forward to reconnecting with each and everyone of you at the '08 Great Minnesota Get-Together. God bless,

'",S'"'''lHllU'', art and industry • Present an unparalleled forum for knowledge and ideas

• Provide outstanding customer service Jerry Hammer • Offer exceptional value Executive Vice President • Provide a safe, clean environment that Minnesota State Fair is accessible to all • Create unique experiences L TE ICj681Cj 78

THURSDAY, AUG. 23 SUNDAY, AUG. 26 WEDNESDAY, AUG. 29 SATURDAY, SEPT. 1 Thrifty Thursday: 79,192 Diggin' Dinos Day: 175,195 Hop On Transit Day: 114,355 Super Saturday: 200,813 High: 71 Low: 63 High: 83 Low: 60 High: 76 Low: 60 High: 83 Low: 62 Precipitation: .41 in. Precipitation: None Precipitation: None Precipitation: .01 in. FRIDAY, AUG. 24 MONDAY, AUG. 27 THURSDAY, AUG. 30 SUNDAY, SEPT. 2 Governor's Fire Seniors, Kids & Seniors Day: 127,898 Foundation for Fitness Prevention Day: 122,632 Minnesota State Patrol Day: High: 77 Low: 55 & FFA Day: 190,531 High: 79 Low: 62 108,732 Precipitation: None High: 87 Low: 64 Precipitation: None High: 81 Low: 67 FRIDAY, AUG. 31 Precipitation: None SATURDAY, AUG. 25 Precipitation: .62 in. MPR Day: 161,807 MONDAY, SEPT. 3 Motorcycle Safety TUESDAY, AUG. 28 High: 83 Low: 58 Kids & Last Chance Day: Awareness & 4-H Day: $8 at the Gate Day: 87,205 Precipitation: None 131,041 182,277 High: 79 Low: 69 High: 90 Low: 64 High: 78 Low: 60 Precipitation: .93 in. Precipitation: None Precipitation: None PRIl:INCi * Pre-Fair Admission Price $8 Rel~ul

$8; Kids (5-12) $5; FREE

$5; Children (under 5) FREE Gate Day I-·..v'>r\rt'np (5 & over) $8; Children (under 5) FREE Transit Day Express Bus Service $3 round-trip (regularly $5). route bus riders could request a coupon re~,Ul,lr-1JnCeaadmission ticket purchased at TABLE OF (;ONTENTS UUU::.l'UU1JVH Bal~gaiin Book Animals, Agriculture & Competition 3 .raIt·-t1ll1e $5 New Entertainment, Exhibits & Fair Elements .4 Mi,ahl-.r lVlid\vay & Kidway Awards & Accolades 5 $10 taIT-tlme: 50-ticket sheet $30; 30-ticket sheet $20; Grandstand Attendance 6 75 cents Free Stages 7 one additional $8 pre-fair admission ticket Concession and Exhibit List 8 HNANCIJU. INFORMIATION with the Royal Canadian Independent Auditor's Report 15 fn,"',,

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NEW COMPETITIONS AND CONTESTS CREATIVE ACTIVITIES CENTER DISPLAY Eagle Brand "Great Baking Bonanza" The Hennepin History Museum exhibited "On Line: Any type of baked dessert was welcome lOO Years of Minnesota Aprons." In addition, a variety in this competition with the only of woodcarved furniture featuring relief requirement being that goods were made art was displayed. with Eagle Brand Sweetened Condensed ROYAL CANADIAN MOUNTED Mille First place in this new contest went POLICE to Marla Hyatt of St. Paul for her Choco­ All paid English and Western Horse Sugar Baby Cheesecake. Shows and the new Minnesota State "Guilt-Less" Cheesecake Contest Fair Bullriding Show featured the Royal Entrants were required to use at least one low-fat ingredient. Canadian Mounted Police (RCMP) Karen Seevers of Spring Lake Park was awarded first place. Musical Ride. "Stick with Canola Oil-Fry It For The Fair" Contest FINE ARTS Contestants were challenged to create their own deep-fried Home to the largest juried art show in the delicacies on-a-stick. Golden Valley resident Connie Sandler state, the Minnesota State Fair's Fine Arts won first place. Center shared a 100th anniversary celebration with the Progress Center on Sept. 2. Supreme Champion Dairy and Beef(Female & Bull) This year's People's Choice Award went to "Patch State Fair breed grand champions competed for the title of of Earth," a pencil drawing by Nicholas Bly Pope of State Fair Supreme Champion. Supreme Dairy Minneapolis. Rita Panton, also of Minneapolis, won the Female went to a Red & White cow shown by Kids' Choice Award for her earthenware optical lenses entitled Richard Green of Middletown, Del. An Angus "Sight in Darkness." heifer shown by Country Lane Farms of "Becoming Minnesota: A Sesquicentennial Sampler from the Ringle, Wis. was awarded U of M Archives and Special Collections" was the 2007 special Supreme Beef Female. exposition, anticipating Minnesota's 150th birthday with an Pierce's Hereford array of images depicting Minnesota's past and present. Haven of Baraboo, Wis. showed the Supreme ROBOTIC MILKER Beef Bull. Supreme Champion Adjusting to the individual milking needs and production Awards were presented by the volume of each animal, the new DeLaval Voluntary Milking Minnesota State Fair System demonstrated the latest agricultural technology in the Foundation. Milking Parlor.

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35TH ANNUAL STATE Preteen Division: FAIR AMATEUR First place: Ashlee Fuss of Forest Lake TALENT CONTEST Second place: Jenny Mezeritzski of Eagan WINNERS: Third place: Sedra Bistodeau of Princeton Open Division: HIGH SCHOOL MARCHING BAND COMPETITION First place: The Limns High school marching bands from Minnesota and Wisconsin of St. Paul competed in the State Fair's daily mall parade. Irondale Senior Second place: Mark High was awarded Class A honors, Waseca took first place in Everhardt and Willie Class B, and Maple River won in the Class C division. Moore of Minneapolis Third place: Terry MILK RUN Boulliane of Oakdale Amy Lyons of Mounds View and Teen Division: Daniel Murray of First place: Aria Styles Blue Earth were the of Apple Valley overall female and Second place: Joshua male Milk Run Barker of Marshall winners with times Third place: Callie of 17:01 and 16:43 Syverson of \Vindom respectively.

3 STATE FAIR MINNESOTA STATE FAIR: COMPOSTING PROGRAM AN ILLUSTRATED HISTORY In partnership with The State Fair's history came to life Minnesota Waste Wise, in this book filled with memorabilia, Eureka and Buberl recycling including over 1,200 photos and companies, the State Fair more than 100 ribbon-winning introduced a new waste recipes from the Great Minnesota reduction program in 2007. Get-Together. Authors Kathryn Food waste from the Food Strand Koutsky and Linda Koutsky Building, Corn Roast and greeted more than 1,000 fair guests other nearby concessions, and signed copies of their State Fair as well as agricultural book daily at the J.V Bailey House. materials from the The book was listed as one of the top Agriculture Horticulture five local bestsellers in both the Star Tribune and Pioneer Press Building was collected at for five weeks during and after the bir. The Koutskys are also the flir to be composted the authors of best-selling histories Minnesota Eats Out and otf-site. The nutrient rich Minnesota Vacation Days. soil created from the FAIRWAVES: OFFICIAL PODCAST composted material will ) OF THE MINNESOTA STATE FAIR return to the fairgrounds to fertilize the many gardens and )) Presented by Minnesota Public Radio and natural areas. hosted by longtime fair fan and producer Ochen Kaylan, a new Through the new program, the fair composted 2,642 tons of IS-minute episode of Fairwaves was available every day of the material during the fair. Combined with the existing recycling t~lir. Podcasts featured stories of the fair and special events: program, composting reduced the fair's net carbon emission including exploration of the newly re-opened DNR Tower; a by the equivalent of 54,000 gallons of gasoline, which is look at the Mighty Midway's World of Wonders; a group of enough to power 102 cars for a year or provide electricity to national food editors and their trip to the t~lir; and the making run 1,856 homes for the 12 days of the fair. of crop art by a local t~1I11ily. MUSIC MAYHEM STRONGMAN SHOW Music Mayhem featured high Strength Authority, a Twin Cities-based training and fitness school-age bands from the metro organization presented the new Strongman Show, in which area performing at The X-Zone. men and women showcased feats of strength like stone­ Each band was a first or second­ carrying, tug-o-war, giant tractor tire-flipping and log­ place winner in a local Battle of hoisting. the Bands contest. FOURTH IN A SERIES-COMMEMORATIVE ART BAZAAR TWILIGHT SHOWCASE by Minnesota Artist Michael Birawer This 21st century vaudeville show made its debut in 2007 St. Paul native Michael Birawer created the 2007 State Fair showcasing the unique talents of comedians, magicians, commemorative art. Best known for his unique style, Birawer's acrobats, ventriloquists and musicians nightly on the interpretation of the Great Minnesota Get-Together was International Bazaar Stage. created using oil paints and three-dimensional wood cut-outs. NERVELESS NOCKS Also at The X-Zone, fearless performers climbed a 50-foot pole, executed breathtaking aerial acrobatics and returned to the ground in a head first free-fall. MINNESOTA WINE COUNTRY Throughout the 12 days of the fair, Minnesota wineries were featured in this new exhibit that educated fairgoers on wine produced in Minnesota. Guests also had the opportunity to purchase samples from a wide variety of Minnesota-made wines.

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(pictured from left) were Hilary Stoebig, !HONORARY UFE MlEMlBER Entertainment; JoAnne Ferry, Gate The Minnesota State Fair annually elects one individual Ticket Sales; Analee Heath, Marketing; for honorary life membership. Retiring Minnesota State Jim Jahoda, Entertainment; and Ted Agricultural Society President Lyle Steltz is this year's Stamos, Machinery Hill. honoree. Elected to the Minnesota State Agricultural Society board in 1993, Lyle represented the society's third PRINCESS KAY district until January 2006 when he was elected president. Ann Miron of Hugo was crowned the 54th Princess Kay of the Milky Way. In 1997, the International Association of Fairs & Expositions presented Lyle with the Heritage Award for DOUGLAS K. BALDWIN AWARD his outstanding contributions to the Chisago County Kayla Pearson of Grove City, Minn. was 1971 through 2004. Lyle was also named the Minnesota named the 44th recipient of the Douglas County Fairs' Fair Person of the Year in 1986. K. Baldwin award. From 2006-2007, retired from t~1rming and construction, and has attended every State Fair Pearson served as the Minnesota State 1949. FFA president. A member of the Atwater-Cosmos-Grove City FFA chapter, Kayla has shown sheep, beef cattle and swine in the State Fair's FFA BEN C. HALLBERG SCHOLARSHIPS • Betty Ward, Roseville, Concessions livestock show since 2001. She is a two­ • Christopher Dahlke, Arlington • Western Mounted Paraders Saddle time individual winner of the State Fair's • John R. Fenske, Elgin Club, Brownton, Competition FFA livestock judging contest and a • Lindy Mae Hintzen, Carlos three-time team winner. In addition, • Samuel E. Holst, Austin Pearson was honored with the Hickman • Londa M. Johnson, LaCrescent Award for outstanding first-time FFA • Clifton D. Kaehler, St. Charles sheep exhibitor. Currently a junior at the • Kayla J. Kappes, Ada University of Minnesota, Kayla is • Caitlin Jo Kasper, Owatonna majoring in agricultural education and • Michael E. Kitchell, Ada plans to teach and become an FFA • Julia M. Labrensz, Glyndon advisor after graduation. The Baldwin • Jamie Lynn May, Randolph award is named in honor of Douglas K. • Tanya M. Merritt, Howard Lake Baldwin who served as the fair's general • Daniel K. Murray, Blue Earth manager from 1951-1963. • Amelia B. Neil, Randolph • Matthew A. Pearson, Grove City OUTSTANDING SENIOR CITIZENS • Shawna M. Robertson, Dawson Everal O'Brien of Hibbing and George F. • Charlotte C. Sandgren, Lindstrom Rossbach of Maplewood were named • Carl M. Stenoien, Underwood MSF ALL-STAR MVPS Minnesota's 2007 Outstanding Seniors at • Nicole M. Stevens, Pipestone Five Minnesota State Fair employees the Leinie Lodge Bandshell on Seniors • Shadow David Zimmerman, Waseca were awarded the MSF All-Star MVP Day, Aug. 30. Award for exceeding expectations and 50 YEAR AWARD outstanding service. Winners for 2007 • Delores Anderson, Roseville, Competition • Elaine E. Christiansen, Falcon Heights, Concessions :Z007 STATE FAIIIR • Ken Giannini, Oakdale, Former BOARD OF MlANA«iERS Employee and Current Volunteer Front row (L-R): Joseph Fox, • A.W. "Bill" Hammerlund, Maple Maplewood, 4th District Vice-President; Plain, Competition Lyle Steltz, Rush City, President; • Bonnie Jaeger Iverson, Woodbury, D.J. Leary, Minneapolis, 5th District Concessions Vice-President; Back row (L-R): Dennis • John H. Keenan, Burnsville, Baker, Spicer, 7th District Manager; Concessions Robert Lake, Aitkin, 6th District • Kay Keenan, St. Paul, Concessions Manager; Allen Paulson, Shevlin, 9th • Diane Milbrandt, Vadnais Heights, District Manager; Chauncey Wargin, Concessions Hermantown, 8th District Manager; • Darrel Radke, Brownton, Sharon Wessel, Hamel, 3rd District Competition Manager; John Paulmann, Gaylord, • Rodney Schmidt, Sabin, Competition 2nd District Manager; Jim Foss, • Aileene Vanderbilt, Roseville, Kenyon, 1st District Manager Concessions

5 THURSDAY, AUG. 23 • BRAD PAISLEY with special guests Jack Ingram, Kellie Pickler and Taylor Swift 7:30 p.m.• $45 • 13,148

FRIDAY, AUG. 24 • THE GOO GOO DOLLS with special guests Lifehouse and Colbie Caillat 7:30 p.m.• $27 • 12,794

SATURDAY, AUG. 25 • FERGIE with special guest Rooney 7:30 p.m.• $52, $42, $32 • 10,711

SUNDAY, AUG. 26 • FOUNTAINS OF WAYNE with special guest The Suicide Commandos 8 p.m.• FREE· 3,000

MONDAY, AUG. 27· "WEIRD AL"YANKOVIC with special guest Tonic Sol-fa 7:30 p.m.• $22 • 9,215

TUESDAY, AUG. 28 • ALLMAN BROTHERS BAND with special guest Robert Randolph & the Family Band

7 p.m.• $35 0 7,092

WEDNESDAY, AUG. 29 • VINCE GILL FRIENDS AND FAMILY TOUR featuring Amy Grant and the Del McCoury Band

7:30 p.m.• $32 0 4,985

THURSDAY, AUG. 30 • 2007 B.B. KING BLUES FESTIVAL featuring Al Green and Etta James and her Roots Band 7 p.m.• $42 • 11,763

FRIDAY, AUG. 31 • A PRAIRIE HOME COMPANION with Garrison Keillor 8 p.m.• $22 • 9,091

SATURDAY, SEPT. 1 0 MERCYME with special guest Aaron Shust

7:30 p.m.• $32 0 7,818

SUNDAY, SEPT. 2 • MINNESOTA STATE FAIR AMATEUR TALENT CONTEST FINALS featuring 2006 winner Josiah Gulden 8 p.m.• No Grandstand ticket required· 6,500

MONDAY, SEPT. 3 • DEF LEPPARD with special guests STYX and Foreigner 6:30 p.m.• $54 • 10,757

6 THE LEINIE LODGE BANDSHELL TONIGHT!

AUG. 23 &24: AUG. 25 & 26: AUG. 27 &28: AUG.29& 30: AUG. 31 & SEPT. I: SEPT. 2 & 3: Dennis DeYoung: 'fhe The johnny Creg Brown Sierra Leone's Liverpool Legends Starship Starring Music of Styx Holm Band Refugee All Sta rs Mickey Thomas

11III LEINn: LOD«iE iBANDSliELL II iBAZAAR TWIU«i!HT S!HOW£ASE • AUG. 23 & 24: Marcoux Corner, Ryan Shupe and The Rubber Band • AUG. 23 & 24: Glen Everhart, Aerial Emery, Marcoux Corner • AUG. 25 & 26: Freeze Dried, jason D. Williams • AUG. 25 & 26: james Wedgwood, Aerial Emery, ivlary Mack • AUG. 27 & 28: Gene W,ltson, LynnMarie and the Boxhounds • AUG. 27 & 28: Nicholas Anthony, Aerial Emery, Mary Rowles • AUG. 29 & 30: Uncle Earl, Billy joe Shaver • AUG. 29 & 30: Aerial Emery, Mary Mack, David Harris • AUG. 31 & SEPT. I: Four Shadow, • AUG. 31 & SEPT. I: Scott Novotny, Aerial Emery, Four Shadow Twin Cities Community Gospel Choir • SEPT. 2 & 3: Catherine Britt, Forro For All, C Willi Myles • SEPT. 2 & 3: C Willi Myles, Sami Dare 11III FAMILY FAIR AT iBALDWIN PARI< II !HERnA«iE SQUARE • AUG. 23 - SEPT. 3: Sean Emery, Monster Shop Bump'n • AUG. 23 & 24: Charlie Parr, Craig Ebel & DyVersaCo with the BC Characters • AUG. 25 & 26: Glen Everhart, The Minnesota State Fiddle Contest • AUG. 23 - AUG. 28: StageCoach Theatre Arts Schools • AUG. 27 & 28: Tina & Lena, Tommy Horton's Tribute to johnny Horton • AUG. 29 - SEPT. 3: Sheltered Reality • AUG. 29 & 30: Roe Family Singers, Monroe Crossing 11III RAMliBER«i SENIOR £ENTER • AUG. 31 & SEPT. I: The Brass Kings, The Minnesota Flatpicking • AUG. 23 & 24: jim Shannon, Mark Stary & Dan Neale Guitar and Duet Championships • SEPT. 2 & 3: The Bistodeau Family Band, Brian Brueggen & • AUG. 25 & 26: Helen Miller & Karen Kramer, JJ~ The rVlississippi Valley Dutchmen The Royal Order of Klondike Kates • AUG. 27 & 28: Bob Bovee & Gail Heil, II !HERnA«iE AT SUNDOWN Paddy Gallivan & The Gallivanters • AUG. 23 & 24: Pert' Near Sandstone • AUG. 29 & 30: jim Berner, Wally Pikal • AUG. 25 & 26: The Hacienda Brothers • AUG. 31 & SEPT. 1: Route 3, joey johnson Band • AUG. 27 & 28: Deke Dickerson & The Ecco-Fonics J • SEPT. 2 & 3: jack Norton, The SPAMETTEST.'l Singing Group • AUG. 29 & 30: The Derailers 11III INTERNATIONAL iBAZAAR • AUG. 31 & SEPT. I: Dale Watson' SEPT. 2 & 3: The Dollys • AUG. 23 & 24: Kico Rangel & Los Amigos, B-jam II T!HE "'·ZONE • AUG. 25 & 26: Los jefes, Yawo • AUG. 23 - SEPT. 3: 3rd Lair Skatepark, Nerveless Nocks • AUG. 27 & 28: The Tim lvIallovs, Cafe Accordion Orchestra • AUG. 24-26 & AUG. 29-SEPT. 2: Music Mayhem • AUG. 29 & 30: Atahualpa, The'Twin Cities Hot Club • AUG. 31 & SEPT. I: Native Pride Dancers, The New Riverside II T!HE NORT!HWOODS Ramblers • AUG. 23 - SEPT. 3: IRONjACK Timber Team, Ron Sch<1ra's • SEPT. 2 & 3: Katha Dance Theatre, Willie Walker and The Butanes Minnesota Bound • WEEKENDS AND LABOR DAY: Strongman Show COLISEUM

11III EN«iU5!H !HORSE $!HOW INFORMlATION AND II WIE$TERN !HORSE S!HOW INFORMlATION AND ATTENDAN£E ATTENDAN£E • FREE SHOWS: Aug. 23, 8 a.m. and 12:30 p.m.; • FREE SHOWS: Aug. 31, 8 a.m.; Sept. 2, 8 a.m.; Sept 3, 8:30 a.m. Aug. 25, 8 a.m.; Aug. 26, 8 a.m.; Aug. 27, 8 a.m. • FRIDAY, AUG. 31: noon' 1,920 • THURSDAY, AUG. 23: 6:30 p.m.• 1,164 • SATURDAY, SEPT. I: 6:30 p.m.• 1,864 • FRIDAY, AUG. 24: I p.m.' 1,404; 6:30 p.m.• 1,013 • SUNDAY, SEPT. 2: 12:30 p.m.• 1,702; 6:30 p.m.• 1,070 • SATURDAY, AUG. 25: 6:30 p.m.• 1,887 • MONDAY, SEPT. 3: 12:30 p.m.' 1,278 • SUNDAY, AUG. 26: noon' 1,089; II PR£A £!HAMlPIONS!HIP RODEO 6:30 p.m.• 905 • MONDAY, AUG. 27: 12:30 p.m.' 1,379; • THURSDAY, AUG. 30: 12:30 p.m.' 1,477; 7 p.m.' 1,397 6:30 p.m.• 676 • FRIDAY, AUG. 31: 7 p.m.' 2,523 • TUESDAY, AUG. 28: 6:30 p.m.• 883 II MINNESOTA STATE FAIR iBULLRIDlN«i SliOW • WEDNESDAY, AUG. 29: 7 p.m.• 2,484 7 2007 Concessionaires and Exhibitors

Agricultural, Lawn & Garden Supplies ~ITI Distributing Co. ... Plymouth, MN Lee's C:oncessions Inc...... Coon R"pids, kiN Ace Trailer Sales .. . Shakopee, kiN NK Sales Inc...... Annandale, MN i'vlc[)onagh's Amusemcnts ....Chesaning, ~·II

Agrornatic - A.F. Klinzing (:0. Inc. Fond IJu Lac, \-VI New Holland ...... New Richmond, \VI i\'lcrriam Amusmenls . ..S'ln Antonio, TX All Amcrican Pressure \Vashcrs . ... St. Peter, MN Noodlehead Sprinkler l\ .. lidwesl C:oncessions Inc. . Hartf{ml, SI)

Alum-Line Inc...... Cres(O,IA Oak Valley Livestock Equipment p,-Ionty's Traveling Reptile Show Inc...... Blo(Hllington, p,/IN American 1':ncrgy Systems Hutchinsol1, ivlN Petty l'vlanufacturing Co. . Gladbrook, IA Niagra C:ave p,-lining Co. . Harmony, p,iIN Amsoil Inc. ....Superior, WI Poly Dome . . Litchllcid, MN ()ttaway Amuslllent (:0. . I)erby, KS Artful Garelens . .... Balsam Lake, MN Presto Planter - Reit C:rcalions Paramounl Attractions Inc. .. :I)lmpa, FL Askov (~rccnhollsc and Nursery - Quality Forklifts . ... Shakopee, MN PI"yworid Unlimited . ....Alm",MI Petersen Sales . ;\51<.0\', l\IN Radcn Industrics Inc...... Brainer(t p, ..IN Potopas Concessions Inc. . .. Longwood, 1:L Boyer Forel Trucks Inc. Minneapolis, MN Radintz, H. . Orono, MN R 8< R Riele.' . . Ch"ncller, AZ Crysteci -Ihlck Equipment Lake Crystal, MN Ritchic Industries Inc...... Conrad,IA River I,,,n Ride ...... St. P"ul,MN Cuh Caelet Corporation North Branch, MN Roberta's Inc...... Shcibyville, IN S 8< J Entert"inment ...... New Br"unfels, TX Curtis D. Erickson Co. . St. Paul, MN I{ock C;ardens ...... St. Paul MN S'{[) Concessions Inc. ... Hobe Sound, FL Custom Products & Services ...... Minneapolis, ;'vIN S.!. Feeders Division of Schoessow [nc. I'ortage, \VI l)icrs Ag & Trailers .. ... Howarel Lake, ~·IN Safari Alllusenlcnts... .,[\-Ionro(' Township, N] Scharber & Sons .. Rogers, MN Showtime Rides, Inc...... Dallas, TX Discount Grain Systems...... Atwater, MN Schweiss Distributing Inc. .. Fairbx, MN Sky Fair . .... Contoocook, NH Easy Way Cattle Care .,. ... Decorah,IA Simplicity j\lanu[lCluring Inc. .St. Cloud, ,\oIN [~dncy (~o. Skyriele - DMC ...... Prescott, WI IJistributing Inc. .... I-Iuron, SD Sullivan Supply Inc...... Dunlap,IA .C~racttingcr, Sling Shot - Hot Shot Thrill Rides Heyburn, ID Energy Panel Structures IA Sundowner Trailers of Minnesota NorthI1dd, MN Super Stock Racers .....Wimauma, FL Enestveelt Bros. .. Sacreel Heart, MN Tri State Bobcat Inc. Burnsville, MN Teo Z"cchini ...... S"rasota, FL Erickson, IvI...... Alexanelria, MN 'rropical Plants.... . Hugo, p,.'IN Thornberry Concessions ... Okeechobee, FL Erskine iVlanufilCturing Co...... Erskine, kiN Truck Equipment Applications Mktg. . Edina, MN Tinsley Amuscrnents...... High Hill, MO Feathcrlitc rv'lanufacturing Inc...... Crc.'1co, 11\ Truck Utilities and Mfg. Co. Inc. St. Paul, kiN Turbo Bungy - Big Adventure Inc. Carrollton, TX Flower Frog ...... Safety I-Iarbor, FL Yard Stakes - TSE . . .. Crystal, kiN VR Gone Wild ...... Ballwin, MO Fly Away Proelucts ...... jorelan, MN \Vinpower Sales and Service ...... Luverne, p,,'lN Garden Shop - Horizons lTD...... C:onyers, GA Ventnor Place Inc...... Minneapolis, MN Garden & Stable \Vagon ...... Stanchfieid, ;'vi N Amusements W. G. Waele Shows ...... Spring Hill, FL Gullickson Trailer Sales 8< Services Elk Mound, WI Alamo Amusements ...... San Antonio 'fX WaterW"rs . . .I'equot Lakes, MN Harnack Co., The . Cedar Falls, IA Amusments of America. . r..:lonroe Township, NJ \-VaYlllark (:0. . Shoreview, p,ilN Horticultural Institute Ann's Concessions Imperial, p,-'iO West, R. . West Bend, IA of Southern California . San Clemente, CA Archway A.M.S. . Imperial, MO Wooel,M. . San Antonio, TX I-Jydro Engineering Inc. . Young America, IvIN Bob Duerr's Snake Zoo ..New Hope, MN \Vood Entertainment Co. . 5an Antonio, TX Ielso's . . Eau Claire, WI Candice Anderson ...... Tampa, EL \Vonderland An1usements ...... Riverview, FL Instantop Inc. .. . Ramsey, MN Cassata C:oncessions ...... Daytona Beach, FL Ye Old ;'vlill Amusements Inc. Burnsville, MN Interlock Industries Detla . . BC CAN Christ Hall . . Gibsonton, FL Arts & Crafts, Jewelry, Collectibles Isanti Engineering Inc. . ... Fergus Falls, lviN Cristiani Concessions Inc. , Sarasota, FL A 8< BSpecialty Co. Inc...... C"nnon Falls, kiN Jack Kovar Sales Co . . Anoka, kiN Demas Enterprises ...... Cedar I-lills, TX A to Z Imports . . Mt. Sterling, OJ-I john Deere Co. - J.D. Fairs Stacy,;'viN Diversified Amusements . .Glendale, AZ Annie's Garden ...... Boyceville, WI K 8< 0 ManuIiKturing Co. Inc. Hull, IA Dukes Amusements , ...... Ruskin, EL A TCHlCh of Country J\ilagic ...... CieveIand, GA Kaye Corporation North Mankato, MN Flight to Mars Co. . Sterling, CO Aloe Tinnery Sarasota, FL Kretzschmar Sales janesville, MN Floyd 8< Baxter Amusement ..Lebanon, TN Ambriz Jewelry . . Frcdricksberg,TX Kubota Tractor Corporation Hudson, \VI Fun Adventure Carrolton, TX Anchor Iron Co . . ,Savagc,p,ilN Lano Equipment Inc...... Shakopee, NIl' Fun Attractions LLC New Ikllll1fcls, TX Andrew's Antique Furniture ...... Moreno, CA Larsen Industries . . Goodhue, MN Gary Oren Concessions , ...... parker City, IN Apple Basket, The. . Sevierville, TN Lorenz rVIanufacturing Co...... Benson, MN Giant Ride Inc. cllb/a Giant Slide Pasadena, CA Artisands - Hue Inc...... Spooner, WI Luverne Truck Equipment Inc. .. Brandon, SD Gopher State Expositions 51. Cloud, MN Art on Tile-New Age Group Rowland, CA Manke Service Owatonna, MN JBS Concessions ...... Hartl{JrCI, SD Baby Shoe Bronzing - J(Hlrich Sales Savage, p,ilN Maple Grove Heating and Supply Inc. Hillsdale, WI John Luehrs Spectacular Attractions ..... Davie, FL Beads - \Varyan & Assc...... p, ... linneapolis,l\'1N rVlidwest Stihl Inc. Hayward, WI John Magel Concessions...... pine City, MN Billy's Ilirel House ...... Ncw Prague, J\ilN Mills Fleet Farm Inc...... Appleton, WI K & p,-[ Recreation Inc. MN Buffalo Association ...... Perham,ivlN (I-Jaunted House) . . St.paul, MN Birchberry .... Minneapolis, MN Mosquito Squad. .East Bethel, MN Kim O's Concessions ...... parker City, IN Blue Heron So"ps ... . Shakopee, MN Laser Fair, Inc. .... Sterling, CO Bonnie's Boutique ...... p"Iorristown, ,\IN

8 Bonnie Mohr Studios ."."""..Clencoe. MN Saint Agnes Bakcq .. ..St.l\lltl,MN Curb Creations of MN . . Buffalo,MN Brass Ring Puzzles ... ".lVethersliekl, IVI Saliturc Designs ...... St. Paul, MN Energy Panel Structures ...... Craettinger, IA

CCC Corral ...... Lovingtoll, NC Sampler Quilt Shop...... j\linncapolis,i\,IN Greystoll C:ollstruction ...... South Haven, [viN Candles by D/ Flickers ... Allentown, tvIN Sandblasted Signs ...... Bronson,MI Ladder System - \Ving Filt ...... Springville, UT C:hrist), Home C:rcations ...... ivlaple Plain, kiN Santa Fe 'I(llich ...... Albuquerque, NM Lester Building Systems . ..I.ester Prairie, MN

(:loud Nine r

Eibncr's NelV Elm Wood Antiques NelV Elm, tv·IN Sterling Silver by Spirit & Coml)any ...... 1\[1. Gilead, OH Rodman & Co. Inc...... Burbank, CA Elightworks ...... SI. Pau!, MN Stitch E-Z - Powell, Brian . .1\locksvillc, MN Shopsmith \Voodworking Promotions D;:lyton, OH

Fair l'v'[arkct Promotions... .. Dauphin Island, AI. Sun Products ...... Middletown,OH Thomas -I()ol and Supply Inc. .. . SI. Cloud, [viN Fifth Avenue Collection Inc...... Sioux Falls, SD '1()le House ... . SI. Paul, MN Thermomass .. ... Boone,IA Flags on a Stick. . Edina, MN 'I(my Sheda Enterprises ...... Wrenshall,MN Tilton Equipment Co...... Blaine,MN G & C Creations...... i'vlatthews, NC Unique Art & Gift...... Manassas, VA Undcrdeck . . Minneapolis,MN

Gem l\lountain Studio ...... Seatt[e, IVj\ Wall DecO! ... Wausau, WI West Wind Shelters . Monticello,MN Granny's Attic . .. C:orsicana, TX Way Out West ...... C1aremore, OK Wick Building Systems Inc...... Pine Island, MN Guitar String Je\\'elry Attomonte Springs, FL Whittles & Bits ...... Milwaukee, WI Woodlund Homes - Crystal Bay Corp...... \Vyoming, 1\'IN Hands Unlimited ....."...... Ridgecrest, CA Winc!i Southwest Arts ...... Scottsdale, AZ Harley Davidson -C & D Sales .... Mound, MN Woodcut Hall Ltd ...... East Troy, WI Cash Sponsors '07 Hixon Class Blowers...... " phoenix, AZ ZRS Fossils ...... Burnsl'ille,MN AT&T

Jane & Sophie "."Waconia, MN August Schell Brewing Co. Automotive Dealers & Supplies Jim Hanse[ Editions Chaska,MN Betterliving Sunrooms of 1\ilinnesota Cummings Mobilit) Hanover, MN Johnson, K. ". ..Coon Rapids, MN BlueCross BlueShield of l\linnesota Dodge Advertising Association ... Plymouth, MN Katil's Korner . Cottagc (;rov(', A/IN Build-A-Bear Workshop"" Excel I Recreational Vehicles .. ...Smith Center, KS Kathleen's Vintage Boxes ." I.eonard, ND Butter Kernel Ford Motor Co . .... Minneapolis,MN Kays Country Krafts. ..".Hutchinson, MN ell Spas of Minnesota C-TEC Enterprises ...... Boise, ID I.aurad Designs ." ".. Dallas, TX C:argill Agl-Iorizons Heartland Chevrolet Dealers SI. Paul, MN Lavigne Leather . .. ".....".....Star Prairie, WI Chuck and Don's Pet Food Outlet ]cep Advertising Association .. Plymouth, MN Light it Up """ ...... "".Woodbury, MN Coca-Cola Jim Lupient GMC Trucks ...... Minneapolis, MN Longabcrgcr Co...... Minneapolis, MN Crystal Sugar Leroy's Custom Painting Inc. Coon Rapids, MN Lott's of Crafts ... " Superior, WI Cub Foods Lincoln-Mercury Overland Park, KS Marie's Country Rose .. """." Wisconsin Dells, WI Farm Boy Clothing Line-X 01' iViinneapolis Golden Valley, MN Marita's ."."...... "" Red Wing, MN Green 0.'lill Restaurant McCarthy Auto Croup Roseville,MN Metalcraft by K .. . """" perham,MN John Deere Company Morrie's Mazda ...... Minnetonka,MN Mr. Ellie Poob "" """ South SI. Paul, MN Leincnkugel's Red Carpet Car Service Inc...... SI. Paul, MN Name Rings ...... Wheaton,MN McDonald's -I(lyota Motor . . Aurora, II. Old Time Portraits Baoly's Harbor, WI Miller Brewing Company Twin Cities Saturn Retailers Golden Valley, MN Out of the Blue Madison, NJ I\.-'Jinnesota Corn Growers Association Waldoch Crafts Inc...... Forest Lake, MN Personalized Christmas Treasures Dana Point, CA Qwest Pillowcases by Kristen Apple Valley, MN Books & Literature Radisson Hotel Roseville Plaster Cast - Cindy Ivlorgan New Prague, J\,'IN Books by J. O'Donoghue SI. Pau!, MN Summit Bre\ving Co. Plaques By Baps . Kennewick, WA City Pages Minneapolis, MN TCF National Bank Porcelainly Yours Savage, J\/IN Employment News Bloomington, i\!IN Thrivent Builds with Habitat for Humanity Pottery - Ottertail Oaks Ottertail, MN Fun With Phonics paramount, CA Toyota Quilt Ladies -J & J Enterprises :1:1I11pa, FI. 'fradcr Publishing Co ...... 51. Paul, MN Trcasure Island Resort & Casino Railroad Art By John Cartwright SI. Paul, MN Usbornc Books at Homc ...... Eveleth,ivIN Xcel Energy Rebecca's Brooklyn Park, IvIN Building, Construction & Hardware Ribbon Fair Inc. Mountain Top, pA Clothing & Accessories Backyard Building Systems - Balizoo Clothing lTD Calgary, AB Rockin L Design ...... Omaha,TX Construction Co. . Hampton,MN Rosebud's Cottage ...... SI. Paul, MN Battle Lake Outdoors...... Burnsville, MN Beisswenger Hardware .. .. i\ .. Iinneapolis, i\,"IN ...... I.akeville, MN Bon'nean Inc...... Charnplin, MN Ruffles and Flourishes Conklin Products Co Bloomington, MN Rustic Arts . .. White Bear Lake, MN Colada Wear ...... Northridge, CA

9 ColorFul Cotton Clothing ... Minnetonka, !VIN Big Pepper IJarrett, J...... St.l'auI.MN lJip Stix ~ l\·l & S Concessions . .. St. Paul, MN C:ontincntal Leather Bistro Blends Balsamic \'incgars ...... Reno, NV Dole Whil) - Bougie, D. . Maplewooel, MN Fashions Co. Inc. .. Chula Vista, CA Block Concessions . .Forest Lake, ivlN Donna's Bar-li-Q Rib Sandwich South St. Paul, MN Elegant Accents. . 5al1 Diego, CA Blooming Onions - Ferch, S. ... I.oretto, ivlN EI Sol Mexican Fooel ...... St. Paul, MN hmn Boy Clothing St. Paul, MN Blue ivloon Dine In Theatel .. Ldina, MN Elephant Lns Connersville,IN Flora's Dress Emporium J\'linncapolis,rvIN Bobnicks C(l!1ccssiollS ...... De!ano,ivIN r:amolls Dave's of America Inc. r·:dcn Prairie, ;\IN Funk's I.eathercraft . .. Long Lake, {vIN Bridgem'H1'S RcstaULll1ts Inc...... Minnetonka,MN Festival !'oods Inc. . Cherry Hill, NJ Green j\,·loulltain Trading Co...... l.ebanon,IN Buffalo Burgers - Woldorsky, J. .. Minneapolis, ivlN Foot Long '-lot Dogs - Hansell, N Fcl'gus Falls, l'vlN Hair Day Soho ...... lrving,TX BUllis Bakery ..Candler, FL Foot Long Hot Dogs - llikcs, ]\ .. \. Fcrgus Falls, r..··IN Handbags by Jean...... Wing,AI. Butcher Boys - Foot Long Ilot Dogs ~ Johnson, J Fcrglls Falls, i\}{N Hatman, The...... Hudson, FI. F &. \V Concessions [Ile...... Rhinebeck, NY Fool Long Hot L)ogs - Johnson, P Clayton, !\·tN Kim's Fashions. .. I.os Angeles, CA Cafe Caribe - TRES-C Inc...... i'viinnetonb,MN Foot Long Hot !Jogs - Johnson, T...... Strum,WI Llvl (~lIstom Boots...... Cary, NC Candy r:actory- C;corgc's Fun Food Gibsonton, FL Foot l.ong Hot Dogs Spielal. T Fergus Falls, ivlN Mi Chompita ...... Minneapolis,MN Caramel Apple Sundaes - Charcoal Hut Staples, MN French Crepcrie ...... Minneapolis, ivlN i\·lid\vcstl)airy - Caribbean Heat. ..Minneapolis, MN French Mcaelow Bakery ...... Minneapolis,MN American Dairy Association of ivlN .. ... St. Paul, MN Carl's GizIllo...... Urbanc!ale,IA Fresh French Fries . Minneapolis,MN i'vlinnctonkai\"loccasin Co. Inc...... lvlinneapolis,MN Cheese Curds - Kropp . Creen Bay, WI Fried Fruit - 'kmpting Foods ...... Brainerel, MN l\'lystic A,'loon ...... Norman, OK Cheese Curds - ,Vlouth Trap. . West St. Paul, i\IN Frontier Bar . .... New Brighton, MN Pen -Reed Co. .Capistrano Beach, CA Cheese Curds - MuskaI' Inc. White l\car Lake, MN Fudge Folks, The...... Mirror Lake, NH Ralph Marlin & Company . Waukasue, WI Cheese on a Stick ...... San IJicgo, C:A (~ass Concessions Inc. ... .I'Iymouth,MN Rctro Image Bags.. . C:hamplin,l'vIN C:hicago Dogs ..Stillwater, MN Gasthaus Edelweiss ...... i\/Iaplewood,i'dN Royal Brand Embroidery. . Ellsworth, WI Chick-N-Chops ­ C;eppetos To Go ...... Grand Ledge, i\H Sandak Aloha Sandals.. . Henderson, NV Peterson Concessions .... Ham I.ake, MN German Roasted Nuts ­ Sattler's Leather & Hats .... Bonita Springs, FI. China 'ItJWn-MN ...... Waterville,MN Kleine Bayenn Ll.c:...... Ocon0!110WOC, \VI Sharon & James... ..Inver Grove Heights, j\IN Chocolate Chip Cookie Co...... St. Paul, MN Giant Ride Inc...... Pasadena, CA Shoes 'Il' Boot .... Minneapolis,MN Church of The Epiphany ... Coon Rapids, MN Golden's C~lliltlcss Bagels ...... St. Paul, MN Simply Barbara Western Wear ...... Covington, OK (~innaI1lon Roasted Nuts ...... i\,linneapolis,MN Gopher Dairy Club - U of M ...... St. Paul, MN Spectacle Shoppc ...... Ncw Brighton, I'vIN Cinnamon Rolls - Willis Enterprises :Ililsa, OK Gopher State lee Company ...... St. Paul, MN Sportswear By Cinni Smiths ...... r.·lcGrcgor, r.·lN Grandstand Donuts ...... l.auderdale,MN Martin Wholesale Group...... Grant,ivlN Coller Family Inc. ....Shakopee,MN Cranny's Caramel Apple Sundaes Hampton, MN Sprongs . ... Minneapolis, MN Colonial Nut Roll Company ... l.akc Park, 1/\ Green Mill ...... St. Paul, MN Street 'n"vn & Country. . .lndianola, IA Caribbean Smoothies - Hamline United Swedish Clogs - Norden Inc. St. Paul, MN Sunshine Concessions Spring Hill, FL Methodist Church .. l.ittle Canada, MN Triple H. Australian Western Wear 0xfclrCl, PA Corn Roast - Hansen's Amusement Foods ...... Fergus Falls, MN Ribco Enterprises. . White Bear l.ake, MN Uneek Tic Dyed Apparel .St. Paul, MN I-farrington's Enterprises ...... Ellsworth, Cotton Candy - Hartley, J South Milwaukee, WI wr Uprising Enterprises . Fountain Valley, C1\ Hawaiian Shaved lee Inc...... Hutchinson,MN Cotton Candy - Kusick, G. .Cottage Grove, l\'IN Henry's Kettle Corn . Jacksonville, FL Financial Services Cotton Canely - YahI', K...... Richlidd,MN Hildebrand Concessions Inc. . Roseville,MN Direct By Ownel .North Oaks, MN Country Store Sweet Shoppe Minneapolis, MN Hussong Family inc...... Shakopee, MN Waddell & Reed, Inc...... Arden Hills, MN Cream Puffs - Pclrovski C:ollccssions Vista, CA Icc Cream r:aetory Inc...... Ormond Beach, F1, Crocker Enterprises Inc. . Maple Grove, MN Food &Beverages lee Cream Parlor - Rush, T...... Minneapolis,MN C:rockcr's Spaghetti Village Inc. .. .ivlaplc Grove, fvlN 3 13 Concessions ...... Burlillgtoll, \VI lee Kreme Mill Ltd ...... Wcstminster,MD Custarels Last Stand '" St Paul, MN AI's Sub Shop Oakdale, MN Ieee USA ...... Brooklyn Center, MN DFI. Districts 66 anel 67 St. Paul, MN American Bottling Co South St. Paul, I"IN International Grill ...... Lakeland,MN Dairy Hal' . Minneapolis,MN Andres Watermelon - Stinchfield, j Hopkins, ,,,IN Isaac, T. Inver Grove Heights, MN Dakota Sausage Stutler Kooskia,ID Andrew, M Minneapolis, tvlN Isabel Burkes Olde Tyme 'I,lITy " Plymouth, IA Danielson, W. . St. Paul, MN Andrus Concessions Inc. Apple Valley, MN Italian Junction-Bahr, T...... St. Cloud, MN Dcep Fried Canely Bars - Art Tysk Concessions St. Paul, MN Old Style Fooels . Salisbury, NC J.D.'s Eating Establishment.. . Cr)'stal. MN Australian Foods Balboa, CA Dcgnans Popcorn ... .lvlinncapolis, !\ilN java Jive . Edina,MN Axle's St. Paul, MN Deli Express - E./\. Sween Co. ... Edcn Prairie, MN jerkey Shoppc, The ...... Becker, MN BBQ Baked Potato ...... Anderson, SC Delicious Potato Skins . New Hope, MN Juanita Fajitas ... . St. Paul, MN Ball Park Cafe ...... Shorevicw, i\iIN Delrick Enterprises .. .Golelen Valley, MN Kabobs Ormic Con ...... Brownsville, TX Barona, Stacey & Robert ...... Roseville, MN Dcmitris Greek Food .....Mont Airy, MD Key l.ime Pie ...... Elk River, MN Bayou Bob's LLC...... Andover, MN Del' Pretzel I-laus ...... I'ace, Fl. Kirch Enterprises Inc...... Shoreview, ivlN Benson, B . ... Mahtomedi, MN [)ino's Gyros . .... Coon Rapiels, MN Kirschner's Beer Stube... . Burnsville,MN Best Around, The .North Ft. Myers, FL Dippin Dots . .... I-lampton,MN !.cllnb Shoppe, The . . Hutchinson,MN Bianca's Foods ...... Deephaven,MN

10 Lancer \lgmtlt Food Service ...... Eagan, ,VIN Pronto Pups Thelin . ... Stanchlield, MN Custom Clip Ons Davis Enterprises I larl\·ille, MO LaJ'sofl,C;, ,.""."i\'linncapolis, MN Quesadilla Junction...... Rochester,i\:IN Fair I)o's .... . Fridley,MN Larson, J...... ivlinneapolis, ~·IN R.J. Pretzel Co...... Brcckcnridgc, CC) Glamour Shots ...... Des Moines, IA LaValfue, E...... St. l'aul,MN Rainbow Icc Cream - Davis, \-1. i\linneapolis, i\IN Golden Nco-Life Diamite IntI. .... Kandiyohi,MN Lee Soynuts Co. .. Woodbury, ~'IN Rainbow Icc C:re

Lcimon Concessions _ "", .. I-'Iarlingcn, TX Rajin Cajun ...... Brooklyn Park, ~'I N Here's 'I(, Your Health ..... Vero Beach, FL Lemonade Ltd. . St. Louis Park, MN Rice Kristie Bars...... jVlinneapolis, ,VIN L'P<.lige Lipstick - [-Ieckmanll, J. .. .. Forest Lake, ivlN Lemonade· Wiles Enterprises. . St. p'llil, MN Roadhouse Chicken .... Lake Elmo, MN i\'lary Kay Cosmetics inc ..... nloomingtoll,MN Luigi Fries, ..... Lake Elmo, MN Robbinsdale O.E.S. Dining Hall Robbinsdale, wiN I\-Icdicl...... Minneapolis,MN Lunch Box· Bahr, 1'...... Spicer, ~I N Root Beer Stand ... . Faleon Heights, MN Merino Skin Carc Gilberl, AZ Lynn's Lefse ...... Aitkin,MN Sadie's Frozen Custard. .. Fridley, ,VI N Motion Products plymouth,MN Mac's GriIl ...... St. Paul, MN Saint Bernard's Dining Hall ....St. Paul, MN Nada Concepts Inc St. Paul, MN Malt Shop ...... Shoreview,MN Salem Lutheran Church ...... Minneapolis,MN Nails by M.J. Promotion, I.I.c. Bclchertown,MA j\'-'Iario's. ,Vlinneapolis, MN Sausage By Cynthia ...... Maple Grewe, MN Naturally Beautiful Nails/Nail Masters plant City, FL

iVlexican 1·.. lat ~ Vogt, V. , ...... New London, ~IN Sausage Sister & j\-'Ic ~'Iinneapolis, MN Professional Dyn,lmics ...... I\urnsville, MN Middle East Bakery ...... St. Paul, MN Sausage Station - Hectorne, !} .Chanbassen, MN QuitPlan .. ..~·Iinneapolis, MN Midtown Global Market ..... Minneapolis,MN Schneider Pop«)l"n. .... Roseville,MN Snyders !Jrug . . Minneapolis,MN Midway Food Co ...... Austin,TX Schroder Concessions Inc. . Faribault,MN Soaps Sky Line Sales...... South St. Paul, MN Midway Mens Club ...... Rush City, wiN Schumacher's SI)ectacle Shop . .New Brighton, I'viN New Prague Hotel Inc. "New Prague, j\IN Midwest Dairy· -I~lhitian Noni Juice ...... Fau Claire, WI American Dairy Association of MN.. ... St. Paul, MN Seville Co. Inc. ... Plymouth, MN Vista Mobility Specialists Inc ..... park Ridge, II. Minnekabob . . Golden Valley, MN Sno C:ones - Hannasch Inc...... "..... Minneapolis, i\"IN \-Villow Creek Treasures . .Vernon Center, MN MN Apples Inc. ..White Bear Lake, MN Spaghetti Eddie's ...... Deltona, FL MN Farm Winery ...... Minneapolis, MN Spam Burgers - CAL) Concessions .. . Austin,MN Home Improvement & Furnishings ]YIN Honey Producers Association Clarklield, ~'IN St. Martins . ... Golden Valley, MN AAA Garage Products Inc...... SI. Paul, MN MN Turkey Growers Association St. Paul, MN Steichens Food Market ...... St. Paul, MN ABC Seamless Inc. . . hlrgo, ND Mr. E's Pop hb, W...... St. Paul, MN Straight's C:oncessions ...... Crystal,MN AI11<.lzing E-Z Scrcen Porch ..... jVlinneapolis,MN Mr. Ribs Sandwich· Sutich, J. ..Minnetonka, MN Strawberries 'n C:reme .. \Vaseca, l\iIN Amazing Tile and Ci!ass C:utter. UK Moon Beam·Funk's Coffeeville. . Long Lake, MN Strawberry Patch .. St. Paul, MN Amcon Block 8< Precast . .. 51. Cloud, MN NetterIields . . Land 0' Lakes, 1'1. Sunderland, D...... Andover,MN American Clocks Inc...... plant City, Flo Nuebel, E. . Hudson, WI Sweet Martha's Cookie Jar ...... St. Paul, MN American lnfared Sauna C:orp. ... Anaheim, C1\ C)'Garas ...... St. Paul,MN 'l~lCO King - Isaac, i\ ..L lnver Grove Heights, i\'IN Andersen Corporation. .. .. Vadnais Ikights, MN Oodles of Noodles . .... Minneapolis,MN '/C,ias - Cuisine Concepts ... Edina, MN Arrow lift Accessibility ...... Duluth,MN Orange Treet Sales .... , ... Minneapolis, MN That's a Wrap ...... St. Paul, MN Asphalt Specialties Co. .Shoreview, MN C)ven Fresh Brownies· '/Cstin, L. :Elylors Falls, MN Tiny Tim Mini Donuts ­ Automatic Garage Door & Fireplace Fridleyl i\ilN Larson, K...... Taylors Falls, MN Peg, The ., , ...... St.paul,MN B.c:. Kitchens InL...... Hopkins, MN 'I(lm Thumb Donut Corp. . Woodbury,MN Smoothie Shack ...... River Falls, WI Bascments by Owens C:orning.. ...Apple Valley, MN Tremblay's Sweet Shop . .... Stillwater,MN Smokin loes l.ake Elmo, MN Batherest Metro Inc...... Bulblo,IvIN Tropical Fruit Floss .. ... Hastings,i\!IN Sugar Shack ...... pelican Rapids, MN Bose Home Theater Tysseling, J. . St. Paul, MN by Clear Sound ...... Minneapolis,MN Peters Hot Dogs ...... Mesa, ;\Z Ukmar, R. . Sarasota, FL Brinks Home Security . ... Minneapolis, MN Peters Hot Dogs ...... St. Paul, MN Ulmer Ivletro Distributing Inc...... SI. PauJ, MN By The Yard . ·· lordan,MN Pickle Dog . . Rosemount, {I,iIN Ultimate Confections . ...\Vauwatosa, \\'1 Cabinetpak Kitchens of Mpls. .Bloomington, i\/fN Pita Gourmet· Abdo, L. St. Paul, MN Vcggie I~rics - Rosenthal, D. . St. Paul, MN Carpet Court . ....St. Paul, MN Pizza Palace . .... Minneapolis,MN Veggic Pic - Alere's Concessions Pine City, j\-,IN Classic Wood Furnace . . Isanti,MN Pizza Shop , Harlingcl1, TX Vescio's ivlinncapolis, i\ilN Comforrest Adjustable Beds .....CoJumbia Hcights, MN Pizza \Vagol1 Eagan, Iv1 N Walleye On;\ Stick - Davis, W Alex"ndria, MN C:ol11mers ConditiollccI \-Vater Co i'vIinneapolis, i\lfN Poncho Dog· C)'Neil, F ...... Roseville, MN West Indies Soul...... St. p"ul,MN Condor Fireplace ...... Spril1g Lake Park, MN Poncho Dog· O'Neil, L. Roseville, MN Wild Bill Curly Fries ..... Beverly Hills, FL Cordpro By Burktek ... Kansas City, MO Preferred Pickle, The...... White Bear Lake, MN Wild Rice Speci"lties . ... Minneapolis, MN C:reative Cookbooks ...... Edl11ond, OK Pretzel Factory . . .!\urora,CO Williams Dinette - Steichen, J...... Fridley,MN Culligan \Vater C:onditioning j\linlletonka, j\tIN Pronto Pup· Marrone .. . St. Paul, MN Curley Furniture 8< Carpet .. Mcndota Heights, MN Pronto Pups· GLK Inc...... Elk River, MN Health & Beauty Discount Windows And Wares Roscvillc,MN Pronto Pups· Hanold, T. . Braham,MN Avon - Fischer, A. . Kasson,MN Driveway Lksign ...... Brooklyn Park, MN Pronto Pups. I'leller, R.. .. Sirell, \VI Beauti Control ...... Ham Lake, MN Ecowater Systcms Inc. . St. Paul, MN Pronto Pups - Jcnnisch, S. ...Stockholm, WI Children's Hospital Falls Flag Service· DpS Industries Little Falls, MN Pronto Pups. Nelson, I. . South St. Paul, MN and Clinics of MN .. . Minneapolis,MN

11 Fireside Corner Inc. .Roseville, i\IN Aussic Aquariums - Imports & Ethnic Merchandise TGS Trading C:o., . .... Woodstock, GA Floor Heat/Systems ...... ivlinneapolis, MN Adees, Inc...... Wauwatosa, WI Bamix by Ocean Sales .. .. Lacey, WA Galaxy Custom Booths ...... \Vyoming, fv'lN African Collections ...... Sharon,i\·IA C:enaiko [~nterprises Inc...... Coon Rapids, MN C;arage Squad ..... Blaine, MN Aloha !ewelry .. ... Pearl City, HI C:oLJntryside Floral Design ..... Anoka, kiN (;lcnwood Inglewood ...... Minneapolis, MN Artesanos Unidos .. Los Angeles, C1\ Creative Sewing Centers Inc. Colden Valley, l'vlN C;olden 1-lan1mocks Inc. .... Escondido, CA Bando Imports...... Northbrook,IL IJian1011dcraft (:orp. .Alinneapolis, ,,,IN C;reat Garage I)oor C:o...... Blaine, MN Bolivian Imports ...... l.oveland, CO Dry Store, The ...... l.anesboro, MN C;reat River Energy .... Elk River, MN Brown, Y...... Excelsior,MN Electrolux ...... Plymouth, MN I-lang Shaper ...... ivlinnetonka, l\·IN Caples, ivl...... l.ittle Canada, MN Excell Wireless. ..Minneapolis, MN Hardwood Floor Store ...... Crystal, MN Chandi Gallery/Coune, l.td. .. i\linneapolis, MN Floral Design by P.M. Companies.. .. I\\'in Falls, ID Imperial Medical .. .. Minneapolis, MN China Handcraft ...... Bloomington, MN Florian Ratchet Cut Plantsville, CT J.j. Vanderson 8; Co...... St. Paul, MN C~hinesc Paper Cutter \Ihambra, CA Fortner's Salt-Free Seasonings. . Lake rVlills, \VI Jack Pixley Sweeps Inc...... Andover, MN Egn't USA ...... Concord, CA Garlic Gourmay ...... Ariel, \VA Jubilee I-lome Solutions .Kansas City, MD Exotic Everest Imports ..... l'vladison, \-VI C;olden Hammocks Inc...... Escondido, C:A Kilroy Malt Shop Supply... .. Minneapolis, MN F,1ntastic Voyage ...... Stillwater, MN Horne of Elegance .Vadnais Heights, l\IN Kitchen Make-Over Minneapolis, MN French Imports by Chez Gautier ...... Orlando, FL Hudspeth, S...... Allen,TX Luxury Bath l.iners of MN Bloomington, MN G.l'. Philippines Handicraft ...... Verona, NJ International Culinary Consultants Elberon, NJ ivlagna Products Inc...... Green Bay, WI C;crman Specialty Imports .. St. Paul, MN Kinetico Dealers of Minnesota Burnsville, MN iVlarvin \-Vindows and Doors ...... Eagan, j\lN Gifts Made by I-lands ....St Paul, MN Legacy Land Group ... Eden Prairie, MN McPete's Drafting .... Minneapolis, ivlN (~!ass Europa ...... Chicago, II Marvelle Cookware...... Livonia,MI lvlicrobe Guard, Inc. Inver Grove Heights, l\"lN Global International Inc. . Minneapolis, MN Mary l.ue's Knitting World ...... SI. Peter, MN MN Rusco Inc...... Minnetonka, MN Global Mal11a's­ Mrs. Meyer's Clean Day ... Minncapolis, MN Ivlon-Ray Inc. Golden Valley, MN \Vomcn in Progress ...... Minneapolis, MN Nellie's Dryerballs ...... North Vancouver, Canada My Pillow-Night Moves. ....Carver, MN Grand Assorted Enterprise Co. Ltd ...... Claremont, CA Niagra Prestige Products Brooklyn Park, IvlN Natural I-leart of Tibet ...... Stillwater, MN Landscapes Designs .Inver Grove Heights, l\ilN Nomar Inc. .... SI. Paul, MN Hollys I-lobby Ltd...... f\ndover, MN NTH Communications ...... St. Paul, MN Nordass American I-lome .MN Lake, MN Holy l.and Handicrafts ...... SI. Paul, MN Need-A-Shed .. .\Vanen, i\iIN Nordmark Group, The . ...Apple Valley, MN Hmong Folk Art, Inc...... St Paul, MN Northern Glass Block Co...... Edina, MN Patterson Products ...... l.a Mirada, CA Ice-Ame ...... Kenmore, \VA Oak Classic ...... Encino, CA Quality Bag Oakdale, MN Image Imports ...... Minneapolis, MN Owens Corning \Vear Jvlinneapolis, i'vIN Renaissance Exteriors Maple Crewe, MN India Hazaar...... Fridley, MN Patio Enclosures Inc...... New Brighton, MN Round Bobbin Sewing Center . .. SI. Paul, MN India Imports . .. Apache, OK

Patio Town...... Oakdale, MN Rusty Nut Enterprises ...... Byron, MN Indian Arts 8; Crafts .. Terre Haute, IN Premium \-Vaters Inc. r..vlinneapolis, i\ilN Saf~lri Afaris Enterprises ...... Brooklyn Park, MN Inside Africa ...... SI. Paul, MN Saunas by Finn/Sisu ...... St. Paul, MN Scissors-l.akeside Sales ...... Sacramcntl\ CA International Investors...... San Mateo, CA Select Comfort ...... Minneapolis, MN Shaklee Products - Jansen Disl...... lvlinneapolis,MN Irish On Grand ...... SI. Paul, MN

Sir Laurence Stained Glass Studio Farmington, i\ilN Showers Plus ... .. Sierra Madre, CA jennico African 8; IntI' Gifts ...... SI. Paul, MN Snyder Horne Improvements Minnetonka, MN Shutter Source ...... Minneapolis, MN Khan,S ...... Hamel,MN Solar Midwest Inc. Plymouth,MN Sushi Maker .. .. Denver, CO Lacquerware - '[(Jng, Linda ...... Lawrencevillc, GA Stained Glass Overlay Design Studio Roseville, MN Stan 8; J,,'s Country Creations North Mankato, MN Okongo Enterprises St. Cloud, MN Standard Water Control Systems Inc. Crystal, MN Surge \Vater Conditioning Hopkins, J\IN Oriental Craft and Development Co Lake City, MN Switchplate Gallery Cameron, WV Swivel Spray ...... Minneapolis, MN Primitive Origins South Haven, lvlN T 8; J Wood Designs Holland, MN Syndicate Sales Corp Hopkins, MN Rama Imports ...... Franklin, WI

Teak Emporium Inc. San Diego 1 CA hble Charm Ltd Lockport, NY Russia With Love ...... BUft'llo, MN

Tenet Painting & Decorating Eden Prairie 1 wIN That's My Pan Eau Claire, WI San juan, M ...... Azusa, CA Timberland Buff Coat SI. Paul, MN Thousand Lakes Realty DeSoto, WI Signs - Nostalgic, l\ilctals, Porcelain Sonoma, CA Weather l.ock Windows Systems SI. Paul, MN Trunk Organizers Solona, CA l~n~co Imports ...... \>\Iest Hills, CA \Vhalen Woods Log Furniture Pequot Lakes, MN Versatile Housewares Cambridge, MI Treasure Chest Auburndale, FL

\Vilkening ivlanufacturing Co. Inc. \Valker 1 wIN Vita Mix Corp Cleveland, 01-1 Vagabond Imports ...... Corona, CA Wool ie, The ...... Plymouth,MN Watkins Inc. Winona, MN Institutional Exhibits & Government Xcel Energy ...... Minneapolis, MN Window Mates SI. Paul, MN Agencies Woodland Creek Furniture Kalkaska, MI Household Products & Services AARP Minnesota.. .. St. Paul, I'viN Xccent Inc. Osceola, WI Angie's List Bloomington, wIN AI'S Intercultural Programs ...... SI. Paul, MN Associated Consultants i'vlinneapolis, ivIN Air Force Reserve ...... St Paul, MN Associated Sewing and Knitting...... SI. Paul, MN Alzheimer's Assn. MN-ND ...... SI. Paul, MN American Diabetes

12 American Lung Association of l\'lN .i\linneapolis, iviN I\,iN Fanners Union . .. St. Paul, MN University 01: St. Thomas .St. Paul, MN American S\vedish Institute l\,tinneapolis, l\,{N MN Forest Industries Inc...... Duluth,MN USGBC klississippi Headwaters ...... St. Paul, MN Art Instruction School ...... 1\linneapolis, MN kiN Fur Breeders Association ...... North St. Paul, MN U.S. Marine Corps...... St. Paul, MN Arthritis Foundation-MN Chaptel St. Paul, kiN l\'IN C;cnealogical Society .St.Paul, MN U.S. Postal Services Online ... Minneapolis, MN Augsburg C:ollege. .Minneapolis, MN MN Iligher Education Services Office St. Paul, MN Veten1l1s AfTairs tv'led Centel ...... MinneaIJolis, MN Beth<.lJ1Y C:ollcge ...... Mankato, MN MN Homeschoolers Alliance Roseville, MN Vision Sales and l\'larkcting .. Chanhassen, MN Bethel College ...... St. Paul, !vlN MN House of Representatives- Walker Art Cente!'...... Minneapolis MN Public Information Office .. .. St. Pau!, MN Blue Cross Blue Shield ...... St.Pau!, MN William Mitchell College 01' Law St. Paul, ivlN MN Lamh & Wool Bov Scouts of America ­ You Can Run - But You Cannot Hide .. Annandale, MN Producers Association .. Hutchinson, l\'IN Inclianhead Council ...... St. Paul, !vlN MN Lions Eye Bank Broiler and Egg Assoc. of I'vlinnesota St Paul, l\'!N Media and Hearing l:oundation ....St. Cloud, MN College of St. Benedicts/St. johns ....St. josephs, MN Fox Sports Net ...... Eden Prairie, MN MN Office of State Auditors ...... St. Pau!, MN College of St. Scholastica ...... Duluth,MN KARE-JJ TV . ... Golden Valley, l'vIN MN Mensa .. Brooklyn Park, MN Concordia University...... St. Paul, MN KDWB Radio ...... l'vlinncapolis, MN l\,lN Newspaper Foundation ... ..Minneapolis, MN Consulate General of Canada Minneapolis, MN KEEY/KI02 Radio .Bloomington, MN I\ ..'IN Nurses Association ...... St. Paul, MN Crown College. .. St. Bonif'lcius, !vlN KFAN-AM Radio ...... Minneapolis,MN MN Office of Citizenship Education in Minnesota St. Paul, MN and Volunteer Services ...... St. Paul, MN KKMS-AM Radio ...... Eagan,l\,'1N Epilepsy Foundation of Minnesota St. Pau!, tv·IN MN Office KMSP-TV .. Eden Prairie, ivlN of EnvironIllental Assistance St. Paul, l\"IN Geological Society of Minnesota Robbinsdale,l\IN KQQL I'M Radio ...... Minneapolis, MN l\"IN Pork Producers Association .... North l\'I<.Inkato, i\lN Great Lakes Indian KQRS-AM/FM Radio ...... Minneapolis, MN Fish & Wildlife Commission .... Odanan, WI I\'IN Propane Gas Association l\ .. linneapolis, l\ilN KSTC Ch 45 TV ...... St. Paul, MN MN Relay Services .... GUS«lVUS Adolphus College .. St. Peter, MN .. .. St. Paul, MN KSTP-AM Radio ...... St. Paul, MN MN Secretary of State ...... St. Paul, MN Hamlinc University ...... St. Paul, MN KSTP-FM Radio ...... St. Paul, MN Hennepin Health Services ..... Minneapolis, MN MN Senior Federation Inc...... St. Paul, MN KSTP-TV ...... St. Paul, MN I\/IN State Colleges and Universities History Theater ...... St. Paul, MN ... St. Paul, MN KTCZ-FM Radio ... .Minneapolis, MN MN State Council On Disability. ...St. Paul, MN Jewish Community Relations ...... Minneapolis, A'IN KTIS-AM/FM Radio ...... St. Paul, MN LifesOufce . ..St.Paul, MN MN State Fair Foundation Falcon Heights, MN KTLK - Newstalk Radio Minneapolis, MN Masonic Grand Lodge of MN ...St. Paul, MN MN State Horticultural Society I:alcon Heights, MN KTNF Air America Radio .Eden Prairie, MN MN State Senate St. Paul, MN Medtronics .. Minneapolis,MN KTTB B96 I'M Radio ...... Edina, MN Metro Transit ...... Minneapolis, MN MN 'Ierritorial honeers Inc. St. Paul, MN KXXR 93X Radio . .. Minneapolis, MN Metropolitan Mosquito Control Dist...... St. Paul, MN MN Turkey Research and KZjK-FM Radio . .. Golden Valley, MN Promotion Council ...... St. Paul, MN IvIinitex Library Information NetworkMinncapolis, i'vlN Minnesota Public Radio .... St. Paul, MN National Weather Service ...... Chanhassen, MN Minneapolis Institute of Art...... Minneapolis, MN WCCO Radio ...... Minneapolis, MN NEI College of "lechnology ...... Columbia Heights, MN Ivlinnesota Association WCCO TV .. ... Minneapolis, MN of Charter Schools ...... St.Paul,MN National Multiple Sclerosis Society-IvIN ...... Minneapolis,MN WFMP I'M 107 Radio ...... St. Paul, MN MN Agriculture In The Classroom ...... Shakopee, MN Natural Resources WFTC UPN 29 - TV ...... Eden Pr'lirie, MN MN AIDS Project Minneapolis, MN Conservation Service ...... St. Paul, MN WGVZ Radio Minneapolis, MN MN Army & Air National Guard ...... Roseville, MN New Life Family Services Richticld, MN WITE-FM Radio Minneapolis, MN MN Association of Charter Schools St. Paul, MN Northern Voices WWTC-The Patriot Radio...... Eagan, MN wIN Attorney General's Oral School for the Deaf Roseville, MN Office Consumer Division ...... St. Paul, MN Saint Paul Pioneer Press ...... St. Paul, MN Northwestern College Roseville, MN MN Beef CounciL . .. .. Minneapolis, MN Star Tribune Newspaper...... Minneapolis,MN Northstar Corridor Anoka, MN MN Blue Flame Gas Association Minneapolis, MN U.S.A. Today ...... Roseville, MN Pro Choice Resources Minneapolis, MN MN Bulllio Association Owatonna, MN Professional ]Vlosquito Control C!earwater, {viN Mobile Marketing MN Building Codes & Standards St. Paul, MN St. Cloud State Alumni St. Cloud, MN AARP The Magazine Road Show MN Citizens Concerned For Life Minneapolis, MN St. Mary's College . ..Minneapolis, MN Advil IvIN Community Television St. Paul, IvlN St. Paul Building & Ag in America TCHir iviN County Attorney Association ...... St. Paul, MN Construction Trades ...... St. Paul, MN American Red Cross Blood Mobile MN Dept. of Agriculture St. Paul, MN St. Paul Post Office ...... St. Paul, MN CareerBuildeLcom MN Dept. of Economic Security St. Paul, MN Sierra Club .. ...Minneapolis, MN Caribou Iced Coffee MN Dept. of Health .5t. Paul, MN Social Security Administration l\ilinneapolis, l\ilN Cub Cadet NASCAR Simulators MN Dept. of Human Rights Minneapolis, MN South MN Area Assembly of Alcoholics Anonymous Minneapolis, MN Dodge Rodeo Tour MN Dept. of Natural Resources St. Paul, MN Stagecoach Theatre Arts .ivlinneapolis, [viN Field & Stream/Outdoor Life "lcllir MN Dept. of Revenue St. Paul, MN State Services for the Blind St. Paul, MN Gillette Venus Mobile "lClllr MN Dept. of Veterans Afllirs St. Paul, MN T()

13 I·rooked on PhOllics; frOp Across Alncric

Cartoon Passion ...... i\,lission Viejo, CA Sports & Recreation Compmark I Corp, , ____ Minneapolis, MN 3rd Lair Skate parks , Minneapolis, MN Crazy Louie's Surplus City __ ,Minneapolis, [viN A & E Enterprise ,Lake Elsinore, CA

Dandy Souvenirs . .. .. Fresno, CA All American Recreation Inc. Bloomington, p.'JN Discovery "l()ys ... ______,Minneapolis, MN Baseball-America's Game ,Birmingham, Ivll Face Painting by Suzy i\/Iinneapolis, [\/[N Big Dog i\i{otorcydcs ______.51. Paul, IvfN Fair-J'vlarket Inc , __ ivIinnl'apolis, MN ButterOy House ,Leonard, OJ( Friday I)og Cartooning ______SI. Paul, MN Classic Golf Gifts ,Indianapolis, IN

Instant Snow...... Paradise, CA Duluth Pack ______Duluth, MN Intercollegiate Athletics i'vlinneapolis,i'vIN FarthEycs Sports OpticaL E1darodo, FL ______Port1and, OR Remote Control 'l(lyS by Fell Frankies Marine, LLC ______Chisago City, MN Ron Schara Enterprises ,Minneapolis, IviN Golf Connection, The , ______,Chanhassen, MN Spin A Paint - Perlman, D, ,New Hope, iviN Great American Train Co i\;Iinneapolis, i\i[N Standi Toys Inc Somerset, WI Great Expectations Edina, J\ilN ______, ,Versaillcs,MO Televac Computer, Hi '1ompo Sailing Center __ __ SI. Paul, MN ______, __ Minneapolis, MN \Vildman Caricatures Kasswinns r:ishing Innovations .... Bloomington,lvIN William Morgan Caricatures ,Minneapolis, ivlN Lost Our Marbles ______Manville, NT Wee Dazzle __ .... Palm Springs, FL Minnesoftob Inc. __ __ Mound,MN ______Minncapolis, MN Xtreme Bubble , i\iIinnesota Timbcrwolvcs i\ilinneapolis, 1\,JN Minnesota Twins and Club MLB, Minneapolis, MN Pet & Animal Supplies MN Statehood ______,SI. Paul, MN Ace 'lilCk & Outlitters ______Cambridge, MN lvIN United Snc}\vmobilcrs Assn .lvlinneapo!is, J\;IN All Natural Pet Bakery, ______,Minneapolis,MN lvIinnesota Vixens . __ Big Lake, MN Bird Houses by Keske Ent ______,Crystal,MN Minnesota Wild NHL Hockey Companion Animals Humane Society __ , SI. Paul, MN and Minnesota Swarm, ,SI. Paul, MN ellstonl Cat Purrrniture . ______.51. Paul, MN November Snowboarcls ..... J\.'linneapolis,ivIN

14 OFFICE OF THE LEGISLATIVE AUDITOR STATE OF MINNESOTA e James Nobles, Legislative Auditor

Independent Auditor's Report

Representative Rick Hansen, Chair Legislative Audit Commission

Members of the Legislative Audit Commission

Mr. Bob Lake, President State Agricultural Society Board of Managers

Members ofthe State Agricultural Society

Mr. Jerry Hammer, Executive Vice President State Agricultural Society

We have audited the accompanying statements ofnet assets ofthe State Agricultural Society (society) as of October 31,2007 and 2006, and the related statements ofrevenues, expenses, and changes in net assets, and statements ofcash flows for the years then ended. These financial statements, which collectively comprise the society's basic financial statements, are the responsibility ofthe society's management. Our responsibility is to express an opinion on those financial statements based on our audit. We did not audit the financial statements ofthe Minnesota State Fair Foundation, a discretely presented component unit ofthe State Agricultural Society. Those financial statements were audited by other auditors whose report thereon has been furnished to us, and our opinion, insofar as it relates to the amounts included for the Minnesota State Fair Foundation, is based solely on the report ofthe other auditors. We conducted our audit in accordance with auditing standards generally accepted in the United States ofAmerica and the standards applicable to financial audits contained in Government A uditing Standards, issued by the Comptroller General ofthe United States. The financial statements ofthe Minnesota State Fair Foundation were not audited in accordance with Government Auditing Standards because it is a nonprofit organization. The audit standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit and the report ofthe other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the report ofthe other auditors, the financial statements referred to above present fairly, in all material respects, the respective financial position ofthe State Agricultural Society and the Minnesota State Fair Foundation as of October 31,2007 and 2006, and the respective changes in financial position and cash flows thereof for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Room 140 Centennial Building, 658 Cedar Street, St. Paul, Minnesota 55155-1603 • Tel: 651/296-4708 • Fax: 651/296-4712 E-mail: [email protected] • TDD Relay: 651/297-5353 • Website: www.auditor.leg.state.mn.us

15 Representative Rick Hansen, Chair Members ofthe Legislative Audit Commission Mr. Bob Lake, President Members of the State Agricultural Society Mr. Jerry Hammer, Executive Vice President Page 2

In accordance with Government Auditing Standards, we have also issued our report dated March 26, 2008, on our consideration ofthe society's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, grant agreements, and other matters. The purpose ofthat report is to describe the scope ofour testing ofinternal control over financial reporting and compliance and the results ofthat testing and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part ofan audit perfonned in accordance with Government Auditing Standards and should be considered in assessing the results of our audit.

Management's Discussion and Analysis is not a required part ofthe society's basic financial statements, but is supplementary information required by accounting principles generally accepted in the United States ofAmerica. We have applied certain limited procedures, which consisted principally of inquiries ofmanagement regarding the methods ofmeasurement and presentation ofthe required supplementary infonnation. However, we did not audit the infonnation and express no opinion on it.

Our audit was conducted for the purpose offonning an opinion on the society's basic financial statements. The accompanying supporting Schedule ofRevenue and Expenses is presented for purposes of additional analysis and is not a required part ofthe society's basic financial statements. Such infonnation has been subjected to the auditing procedures applied by us in the audit ofthe basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. C~~.dk Cecile M. Ferkul, CPA, CISA Legislative Auditor Deputy Legislative Auditor

March 26, 2008

16 I I FINANCIAL INFORMATION

II1II Management Discussion and Analysis The Minnesota State Agricultural Society produces the annual Minnesota State Fair, and manages the State Fairgrounds. The Society is a quasi-state agency, and operates with no public subsidy of any kind for any purpose. The costs to produce the annual State Fair and all capital and maintenance improvements to the historic State Fairgrounds, are financed completely with revenue earned by the Society. Following is an analysis of the Society's financial activities and performance during the fiscal years ended October 31, 2007, 2006 and 2005, along with detailed financial statements and supplementary information. The Minnesota State Fair Foundation was established in 2002 as a tax exempt 501 (c)(3) nonprofit corporation with the exclusive mission of raising accessible funds to significantly assist the Society in improving and maintaining the State Fairgrounds. Therefore, comparative Foundation financial statements for fiscal years 2007 and 2006 are presented as a component unit of the Society. II1II Overview of the Financial Statements The Society's financial statements are accounted for as an Revenues, Expenses and Changes in Net Assets enterprise fund, which operates in a manner similar to private 2007 2006 200S business enterprise. Income and expenses for the year are Ticket Sales 323,480,000 320,969,000 320,132,000 presented in the Statement of Revenue, Expenses and Changes in Activities 7,426,000 6,680,000 6,333,000 Net Assets; this statement serves to determine if the Society has Other 4,559,000 4,504,000 4,267,000 earned an acceptable level of net income. Next, the Statement of Non-operating Revenue Net Assets outlines all of the Society's assets and liabilities, and Grant Revenue includes detailed discussion of fixed assets-namely, the State Total Revenue 36,003,000 33,665,000 30,816,000 Fairgrounds and its facilities. Finally, the Statement of Cash Flows Operating Expense provides information on cash receipts and payments generated Activities & Support 17,329,000 16,108,000 15,147,000 from operations, as well as finance and investment activities that General Operations 16428,000 15270,000 14,364000 occurred during the year. Total Expense 33,757,000 31,378,000 29,511,000

l1li Income and Expense Changes in Net Assets 2,246,000 2,287,000 1,305,000

The State Fair realized a net operating gain of $2.2 million in Beginning Net Assets 35,023,000 32,736,000 31.431,000 2007, based upon gross revenues of $36.0 million and gross expenses of $33.8 million. The previous year showed a net Ending Net Assets operating gain of $2.3 million from income of $33.7 million and expenses of $31.4 million. The net operating gain in fiscal 2005 was Other $1.3 million based on gross revenues of $30.8 million and gross 10%---\__- expenses of $29.5 million. State Fair income is earned primarily Non-fair Gate from three sources: ticket sales, licensing of commercial exhibit Events /41% space, and the rental of fair facilities for non-fair events. 7% Grandstand In a typical year ticket sales represent two-thirds of the State Fair's & Coliseum gross annual income. In 2007, the ticket sales total of $23.5 million 9% was earned chiet1y through sales of outside gate tickets ($14.6 million), Mighty Midway and Kidway tickets ($5.7 million), Grandstand and Coliseum tickets ($3.2 million). Space Rental 17% Midway & Attractions Two weeks before the opening date of the Fair, a large storm swept 16% 2007 Income (in millions) through the fairgrounds leaving behind considerable damage to o Gate - $14.6 o Gralldstalld & Coliseum - $3.2 several areas of the fairgrounds. Due to the coordinated, combined • Midvvay & Attractions - 85.7 • Non-fair Events - 82.5 o Space Relltal - $6.2 o Otller - $3.8 and extraordinary efforts of staff and our fair vendors and contractors, the Fair undoubtedly opened as scheduled. Storm related accrued expenses of approximately $900,000 were incurred Non-fair Premiums Events 2007 EXPENSE during fiscal 2007. Estimates of additional storm related expenses Maintenance 8% ($33.8 million) in fiscal 2008 will increase the total storm related expenses to approximately $1.4 million. Insurance reimbursement proceeds are expected to offset total storm expenses. As with most business enterprises, expenses are very diverse. The State Fair provides extensive services to fair visitors that include police protection ($1.2 million), sanitation ($1.0 million) and Park & Ride buses ($1.2 million). Other expenses include Grandstand ;\dminislrati'lc and free entertainment ($4.2 million), fairgrounds plant 12,}:' operations ($4.3 million) and maintenance and depreciation of 2007 Expense (in millions) State Fair facilities ($5.8 million). • Michvay Operators - S3J • Guest Services - 53.5 - $1.6 A detailed breakdown of the State Fair's income and expense are o Plant Operations - 5:1.3 Sanitation. o Ent81"tainfli8nt - 5:1.2 • I'vlaintenance - S2. 7 included in the Income and Expense Supporting Schedule on • OHler Depal"lmenls - 85.0 • Ackninistrativ8 ~ 5"!.2 • Non-lair Evelits - $1 A o Depreciation - 82.2 pages 28-31. • Prem'luflls - S1.0

17 IliII Net Assets The Condensed Statement of Net Assets provides a quick look at the Society's overall financial position and indicates that the direction of the Society's financial situation is favorable, with net assets increasing $2.2 million to a total of $37.3 million during fiscal 2007. Over 81 (Vc, of the Society's net assets-$30.2 million-represent the Society's continual investment in capital assets (buildings, equipment and infrastructure) that are absolutely necessary to the Society's ability to present the annual exposition and conduct a busy schedule of non-f~lir events year-around. Invested in net assets, net of related debt, consists of the total value of the assets, less depreciation and outstanding debt attributed to those assets.

IliII Fixed Assets (The State Fairgrounds) CONDENSED STATEMENT OF NET ASSETS The State Fair's capital assets consist of: 120 fair-owned 2006 structures, land and 2007 2005 improvements to the land, Current & Other Assets $9,978,000 $7,304,000 $7,994,000 personal property and 39,820.000 40,184,000 37,748.000 infrastructure including an Capital Assets intricate network of electricity, Total Assets 49,798,000 47,488,000 45,742,000 communications, gas, water and sewer distribution systems. Long Term Debt 9,175,000 9,605,000 10,025,000 Structures include everything Other Liabilities 3,354.000 2,860,000 2,981,000 from small permanent information and ticket booths Total Liabilities 12,529,000 12,465,000 13,006,000 to the Coliseum and the Invested in Capital Assets, massive Grandstand. I\llost of Net of Related Debt 30,215,000 30,159,000 27,318,000 the State Fair's significant Restricted 1,761,000 1,764,000 1,761,000 structures and utilities date Unrestricted 5,293.000 3,100,000 3,657,000 back to WPA days in the '30s and very early '40s. Some Total Net Assets $37,269,000 $35.023.000 $32,736,000 buildings are even older, such as the Grandstand (1909), Arts Center (1907) and Progress Center (1907). In 2007, the State Fair invested $1,865,000 in capital improvements. Projects included $761,000 for electrical system improvements, $281,000 for a roof upgrade on the Coliseum, $217,000 for sewer system improvements and $430,000 of initial expenditures for the construction of a new Bazaar complex. In 2006, the State Fair invested $4,669,000 in capital improvements. The largest capital projects were the new construction of the $2,200,000 CHS Miracle of Birth Center, $934,000 for a new roof on the Sheep & Poultry Building, and $583,000 for the renovation of the J.v. Bailey House. In 2005, the State Fair invested $700,000 in capital improvements. Major improvements completed during the year included $186,000 for the construction of a Grandstand access ramp and $269,000 for upgrades in the fairgrounds electrical system. The real value of the fair's fixed assets, particularly its structures, is far greater than the net value of $39.8 million reflected in the financial statements. Building valuation conducted for property insurance purposes place the combined replacement value conservatively at $164 million. Additional information on fixed assets can be found in note 3.

.. Long-Term Obligations Long-term debt increased substantially in 2003. After receiving legislative authority, the Society completed an $11.1 million revenue bond issue in June of 2003 to assist in financing the Grandstand renovation project. After a principal payment of $420,000 during 2007, the bond principal balance payable as of October 31, 2007 is $9,605,000. Additional information on long-term debt can be found in the notes accompanying the financial statements.

18 • Minnesota State Fair Statement of Net Assets

For the years ended October 31 2007 2006

ASSETS Current assets: Cash and cash equivalents - Unrestricted $ 6,287,713 $ 4,705,826 Cash and cash equivalents - Restricted 888,066 891,121 Accounts Receivable 1,462,451 340,173 Prepaid expenses 154,714 195,136 Total current assets 8,792,944 6,132,256 Non-current assets: Cash and cash equivalents - Restricted Debt Service Reserve 873,405 873,407 Note Receivable Receivable due from Minnesota State Fair Foundation 312,014 298,504 Capital Assets, Net of related depreciation 39,819,990 40,183,971 Total assets $ 49,798,353 $ 47,488,138

LIABILITIES Current liabilities: Accounts payable $ 2,110,152 $ 1,639,044 Accrued salaries 260,559 226,796 Deferred income 207,647 253,856 Bond interest payable 56,516 58,250 Bond payable - current 430,000 420,000 Total current liabilities 3,064,874 2,597,946 Noncurrent liabilities: Bond payable due in more than one year 9,175,000 9,605,000 Unamortized bond discount (199,005) (211,443) Compensated absences 488,558 473,514 Total liabilities $ 12,529,427 $ 12,465,017

NET ASSETS Invested in capital assets, net of related debt $ 30,214,990 $ 30,158,971 Restricted for: Debt Service 1,748,160 1,751,814 Capital Improvements 13,311 12,714 Unrestricted assets 5,292,465 3,099,622 Total net assets 37,268,926 35,023,121

Total liabilities and net assets $ 49,798,353 $ 47,488,138

The accompanying notes are an integral part of the financial statements.

19 IIMinnesota State Fair Foundation Statements of Financial Position For the year ended October 31 2007 2006

ASSETS Cash $ 278,503 $ 50,603 Certificate of Deposits 360,138 443,000 Interest Receivable 3,837 11,447 Contributions Receivable 618,440 955,242 Prepaid Expenses and Other Assets 2,748 2,715 Promotional Materials 2,072 2,394 Merchandise Inventory 14,318 9,756 Property and Equipment, Net of Accumulated Depreciation of $12,766 and $9,327, Respectively 37,389 34,681

Total assets $ 1,317,445 $ 1,509,838

LIABILITIES AND NET ASSETS (DEFICIT) Liabilities Accounts Payable $ 4,245 $ 11,678 Accrued Expenses 18,496 7,505 Payable Due to the Minnesota State Agricultural Society 312,014 298,504

Total Liabilities 334,755 317,687

Net Assets (Deficit) Unrestricted (82,845) (138,809) Temporarily Restricted 1,065,535 1,330,860

Total Net Assets 982,690 1,192,051

Total Liabilities and Net Assets $ 1,317,445 $ 1,509,738

Accompanying notes 9 and 10 are an integral part of the Foundation financial statements.

20 • Minnesota State Fair Statement ofRevenue, Expenses and Changes in Net Assets For the years ended October 31 2007 2006

OPERATING REVENUES Ticket sales $ 23,480,450 $ 20,969,050 Activities 7,425,972 6,680,139 Other 4,366,885 4,307,742

Total operating revenues $ 35,273,307 $ 31,956,931

OPERATING EXPENSES Administrative $ 4,157,416 $ 3,791,622 Activities and Support 17,328,644 16,107,869 Premiums 986,547 919,099 Plant Operations 4,298,554 4,454,270 Plant Maintenance 2,718,293 1,994,740 Other 1,481,040 1,408,721 Depreciation 2,205,182 2,232,496

Total operating expenses 33,175,676 30,908,817

Operating income $ 2,097,631 $ 1,048,114

NON OPERATING REVENUES (EXPENSES) Interest income $ 191,869 $ 196,419 Grant revenue 537,806 1,511,726 Interest expense (457,898) (469,418) Loss on disposal of fixed assets (123,603) (408)

Net income 2,245,805 2,286,433

Total net assets, beginning of year 35,023,121 32,736,688

Net assets, end of year $ 37,268,926 $ 35,023,121

The accompanying notes are an integral part of the financial statements.

21 II Minnesota State Fair Foundation Statements ofActivities and Changes in Net Assets

For the Year Ended October 31 2007 2006 Temporarily Temporarily Unrestricted Restricted Total Unrestricted Restricted Total

REVENUES Contributions $164,877 $152,421 $317,298 $111,058 $2,092,365 $2,203,423 Support from the Minnesota State Agricultural Society 146,694 146,694 179,014 179,014 In-Kind Contributions 199,599 199,599 60,221 60,221 Interest 30,244 21,803 52,047 26,465 26,465 Net assets Released from Restrictions 439,649 (439,649) 1,539,423 (1 ,539,423)

Total 981,063 (265,425) 715,638 1,916,181 552,942 2,469,123

Merchandise sales 146,521 146,521 74,179 74,179 Less: Cost of goods sold (45,070) (45,070) (12,830) (12,830) Miscellaneous Income 380 1,126 1,126 1,126

Net Merchandise Sales 101,831 102,577 62,475 62,475

Total Revenues 1,082,894 (265,425) 817,469 1,978,656 552,942 2,531,598

EXPENSES Grants to the Minnesota State Agricultural Society 537,806 537,806 1,511,726 - 1,511,726 Payroll 272,894 272,894 254,664 254,664 Professional Services 48,583 48,583 53,064 53,064 Production Supplies 63,038 63,038 61,608 61,608 Postage and Mailing 9,551 9,551 15,461 15,461 Printing and Advertising 17,078 17,078 36,842 36,842 Rent 26,859 26,859 11,104 11,104 Incentives and Recognition 764 764 1,830 1,830 Office Supplies 4,626 4,626 1,100 1,100 Loss on Inventory Obsolescence 3,620 3,620 Interest Expense 24,457 24,457 18,365 18,365 Other 21,274 21,274 14,530 14,530

Total Expenses 1,026,930 - 1,026,930 1,983,914 - 1,983,914

CHANGE IN NET ASSETS (DEFICIT) 55,964 (265,425) (209,461) (5,258) 552,942 547,684

Net assets (Deficit) - Beginning (138,809) 1,330,960 1,192,151 (133,551) 778,018 644.467

NET ASSETS (DEFICIT) - ENDING $(82,845) $1,065,535 $982,690 $(138,809) $1,330,960 $1,192,151

Accompanying notes 9 and 10 are an integral part of the Foundation financial statements,

22 • Minnesota State Fair Statement of Cash Flows For the years ended October 31 2007 2006 Cash flow from operating activities: Cash received from operations Ticket Sales $ 23,454,485 $ 22,423,094 Activities 7,325,620 6,754,252 Other 4,194,912 4,692,497 Cash payment for operating expenses Administration (4,285,762) (3,585,628) Activities (18,109,599) (17,270,723) Plant Operations (7,757,585) (6,520,093) Other (1,421,799) (1,446,682) Net cash provided by operating activities 3,400,272 5,046,717 Cash flow from capital and related financing activities Payments for acquisition and construction of capital assets (1,463,016) (4,624,245) Proceeds from sale of building 14,000 Disposal of fixed assets 123,603 408 Principal payments on revenue bonds (420,000) (405,000) Interest payments on revenue bonds (456,670) (469,011) Proceeds from note receivable 21,635 Net cash provided by capital and related financing activities (2,202,083) (5,476,213) Cash flow from non-capital financing activities Proceeds from working capital loan 325,000 Principal payments on working capital loan (325,000) Interest payments on working capital loan (1,228) (406) Grant revenue 190,000 1,442,500 188,772 1,442,094 Cash flow from investing activities Interest earnings 191,869 196,661 Net increase (decrease) in cash and cash equivalents 1,578,830 1,209,259 Cash and cash equivalents, beginning of year 6,470,354 5,261,095 Cash and cash equivalents, end of year $ 8,049,184 6,470,354 Reconciliation of operating income to net cash provided by operating activities Operating income $ 2,097,631 $ 1,048,114 Adjustments to reconcile operating income to net cash provided by operating activities Depreciation 2,205,182 2,232,496 Other non-cash expenses 63,806 124,275 Changes in current operating assets and liabilities Current assets: (increase) decrease Accounts receivable (1,135,788) 1,867,017 Prepaid expenses 40,422 (46,480) Current & Non-current liabilities: increase (decrease) Accounts payable 113,982 (299,145) Salary payable 33,764 21,528 Compensated absences 15,044 40,457 Deferred revenues (46,209) 46,018 Unamortized bond discount 12,438 12,437 Total adjustments 1,302,641 3,998,603 Net cash provided by operating activities $ 3,400,272 $ 5,046,717 For fiscal year 2007, accounts payable included capitalized expenses of $418,061. The accompanying notes are an integral part of the financial statements.

23 III Minnesota State Fair Foundation Statement of Cash Flows For the year ended October 31 2007 2006

CASH FLOWS FROM OPERATING ACTIVITIES Change in Net Assets $ (209,461) $ 547,684 Adjustments to Reconcile Change in Net Assets to Net Cash Provided by Operating Activities: Depreciation 5,926 5,416 Forgiveness of Debt (57,000) Contribution of Property (7,500) (7,500) Contribution of Merchandise Inventory (10,926) (13,625) Loss on Disposal of Fixed Assets 3,022 Inventory Obsolescence Adjustment 3,620 (Increase) Decrease in Assets: Contributions Receivable 344,412 (262,509) Inventory 6,686 7,993 Prepaid Expenses and Other Assets (33) 1,885 Increase (Decrease) in Liabilities: Accounts Payable (7,433) 10,132 Accrued Expenses 10,991 331 Payables Due to the Minnesota State Agricultural Society 13,510 11,511 Net Cash Provided by Operating Activities 149,194 247,938

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of Equipment (4,156) (4,470) Purchase of Certificate of Deposits 82,862 (443,000) Net Cash Provided (Used) by Investing Activities 78,706 (447,470)

INCREASE (DECREASE) IN CASH 227,900 (199,532) Cash - Beginning of year 50,603 250,135

CASH - END OF YEAR $ 278,503 $ 50,603

SUPPLEMENTAL DISCLOSURES OF NON CASH ITEMS Gift of Merchandise Inventory $ 10,926 $ 13,625 Gift of Original Artwork 7,500 7,500

Accompanying notes 9 and 10 are an integral part of the Foundation financial statements.

24 insurance, or a combination of depository insurance and collateral III Footnotes security. The statute further requires that total collateral computed at its fair market value be at least 10 percent more than the amount on NOTE 1: SUMMARY OF ACCOUNTING POLICIES deposit in excess of any uninsured portion at the close of the business The Minnesota State Agricultural Society is charged with the conduct day. On October 31,2007, the Society had short-term investments of of the annual State Fair and the management of the State Fairgrounds, $6,425,764. Of that total, $6,412,899 was invested in repurchase as outlined by Chapter 37 of Minnesota Statutes. The financial activities agreements, and $12,865 was invested in U.S. Treasury and agency of the Society are accounted for as an enterprise fund which operates obligations. in a manner similar to a private business enterprise. Accordingly, the Cash and Cash Equivalents of the Minnesota State Agricultural accompanying financial statements are presented on an accrual basis. Society for the years ending October 31: The Society's accounting practices conform to generally accepted accounting principles as prescribed by the Governmental Accounting Cash Equivalents - Restricted 2007 2006 Standards Board (GASB). Building Account $ 446 $ 444 Private-sector standards of accounting and financial reporting, Debt Service Account 874,755 878,407 including Financial Accounting Standards Board (FASB) Statements Debt Service Reserve Account 873,405 873,408 and Interpretations, Accounting Principles Board Opinions, and Construction Account 12.86_t2 12,269 Accounting Research Bulletins issued on or before November 30, 1989, generally are followed in the financial statements to the extent that Total Restricted those standards do not conflict with or contradict GASB guidance. Cash Equivalents 1,761,471 1,764,528

This report includes the Minnesota State Fair Foundation financial Cash Equivalents - Unrestricted 6,287,713 4,705,826 statements. Although a legally separate organization, the foundation is Total Cash Equivalents $ 8.049,184 $ 6,470,354 considered a component unit of the Society given its resources entirely, or almost entirely benefit the Society, the Society is entitled to these Restricted cash equivalents represent funds restricted in application by resources and the resources are significant to the Society's operations. enabling legislation or by revenue bond sale covenant requirements. Enterprise funds distinguish operating from non-operating items. Operating revenues and expenses result from providing services or NOTE 3: PROPERTY, STRUCTURES, UTILITIES & producing and delivering goods in connection with the enterprise EQUIPMENT fund's principal operations. Operating expenses for enterprise funds Capital assets are recorded at cost and depreciated using the include the cost of sales and services, administrative expenses and the straight-line method over the useful life of the related asset. Costs of depreciation of capital assets. All other revenues and expenses are improvements and renovations that add to the original value or materially reported as non-operating items. extend the useful life of the related asset, are capitalized and written off as depreciable over their remaining estimated useful life. Compensated absences consist of employee vacation and sick leave benefits. These benefits are determined based on a formula with a Beginning Ending Balance maximum number of hours accumulated and are payable upon death, Balance 11/1/06 Increases Decreases 10/31/07 termination, or retirement. Compensated absences are reported as Capital assets, non-current liabilities. not being Costs of newly acquired assets are capitalized and written off as depreciated: depreciation charges over their estimated useful lives. Purchases over Land $2,503,439 0 0 $2,503,439 $2,000 are capitalized. Depreciation is computed by the straight-line Capital assets, method. The provision for depreciation is calculated based on the being depreciated: following lives: Land Improvements 60,967,984 1,098,151 (591,314) 61,474,821 Electrical system 30 years Utility Systems 8,416,072 767,213 9,183,285 Fence & Fixtures 20 years Personal Property 1,506,907 113,440 (226,833) 1,393,514 Gas distribution system 30 years Total Capital Land improvements 20 years to 30 years Assets, Personal Property 5 or 10 years being Sewer system 20 years depreciated 70,890,963 1,978,804 (818,147) 72,051,620 Structures 20 to 50 years Less accumulated Water distribution system 20 to 50 years depreciation for Land Equity is classified as net assets and is presented in three components: Improvements (27,824,616) (1,702,700) 453,711 (29,073,605) 1. Invested in capital assets, net of related debt - consists of capital Utility Systems (4,450,140) (286,412) (4,736,552) assets, net of accumulated depreciation and any outstanding debt Personal Property (935,675) (216,070) 226,833 (924,912) that is attributable to the purchase, construction or improvement of Total those assets. accumulated depreciation (33,210,431) (2,205,182) 680,544 (34,735,069) 2. Restricted net assets - consists of net assets with constraints or restrictions placed on their use by external groups or through Total enabling legislation. capital assets, being 3. Unrestricted net assets - consists of all other assets that do not depreciated, net 37,680,532 (226,378) (137,603) 37,316,551 meet the criteria of restricted or invested in capital, net of related Total capital debt. assets, net $40,183,971 (226,378) (137,603) $39,819,990

NOTE 2: CASH AND CASH EQUIVALENTS NOTE 4: LONG-TERM OBLIGATIONS The Society cash balance is invested in deposit accounts and During 2003, the Minnesota State Agricultural Society issued State Fair government obligation funds invested exclusively in short-term Revenue Bonds, Series 2003 in the amount of $11,110,000. Proceeds government securities that the Society considers to be cash from this bond series are being used to provide funds to make capital equivalents. Minn.Stat. Sec 118A.03 requires that deposits by improvements and major renovations to the Grandstand structure, to fund municipalities, including public corporations, be secured by depository the Series 2003 debt service reserve requirement and to pay cost of

25 issuance expenses relating to the bonds. The bonds are special, limited There are two types of annuities available to members upon retirement. The obligations of the Society and are not secured by the full faith and credit single-life annuity is a lifetime annuity that ceases on the death of a of the Society. The bonds are payable solely from the revenues of the member. The optional annuity provides joint and survivor annuity options Fair. A principal payment is made once each year on September 15, that reduce monthly annuity payments because the annuity is payable over commencing September of 2004. Interest payments are made semi­ joint lives. Members may also leave their contributions in the fund upon annually on each March 15 and September 15, commencing March 15, termination of public service in order to qualify for a deferred annuity at 2004. The bond interest rates are 3.000% to 5.125%. The bonds mature retirement age. Refunds of contributions are available to members who September 15, 2023. leave public service, but before retirement benefits begin. 2007 2006 Funding Policy Current Long-term Current Long-Term Minnesota Statutes, Chapter 352 sets the rate for employee and employer Bond Payable 430,000 9,175,000 420,000 $9,605,000 contributions. Contributions are made to the fund by employees and the Society based on a percentage of gross salaries. The total required Net Increase $10,000 $(430,000) contribution rate at the beginning of the fiscal year was 8%; the employee (decrease) and the employer each having a required contribution rate of 4%. Effective Annual debt service requirements to maturity for the State Fair Revenue 7/1/07, the total required contribution rates increased to 8.5%; 4.25% for Bonds are as follows: both employee and employer. Employer contributions, which equaled the required contributions for the year, were $135,420 for 2005, $142,348 for Principal Interest 2006 and $159,019 for 2007. 2008 430,000 444,755 2009 445,000 429,705 Deferred Compensation 2010 465,000 413,017 All Society full-time employees are eligible to participate in the Minnesota 2011 480,000 394,418 Deferred Compensation Plan for public employees. Deferred 2012 500,000 375,217 compensation is a voluntary plan that allows employees to place a portion 2013-2017 2,845,000 1,533,588 of their earnings into a tax deferred investment program for long-term 2018-2023 4,440,000 819,010 savings to supplement retirement and other benefits. The deferred $ 9,605.000 $ 4,409,710 compensation plan is administered by the Minnesota State Retirement System. NOTE 5: SHORT TERM OBLIGATIONS NOTE 7: RESTRICTED NET ASSETS During fiscal year 2007, the Society renewed a working capital line of credit in the amount of $1.5 million for possible short-term financing of These represent funds that are reported separately, due to restrictions in place fair operations. A total of $325,000 was used for short-term financing in required by bond obligations or enabling legislation, that mandate how these April and repaid in May. As of 10/31/07, there was no outstanding funds are applied by the Society. These assets are for debt service payments balance due on the line of credit. and capital improvements. Beginning Ending Balance Loan Loan Balance NOTE 8: DISAGGREGATION OF RECEIVABLE 11/1/06 Advances Payments 10/31/07 AND PAYABLE BALANCES $0 $325,000 $325,000 $0 Receivables: Accounts receivable balances for the years ended October 31 NOTE 6: RETIREMENT PLAN 2007 2006 The following pension disclosures are made to comply with GASB Tickets $ 39,364 $ 13,399 Statement No. 27, "Accounting for Pensions by State and Local Activities 234,359 134,066 Government Employers". Insurance Receivable 883,707 MSFF Receivable 150,000 Plan Description Other 467,035 491,272 All Society full-time employees must participate and are covered by Receivables, net $ 1,774,465 $ 638,737 defined benefit pension plans administered by the Minnesota State Retirement System (MSRS). MSRS administers the State Employees' Payables: Accounts payable balances for the years ended Retirement Fund (SERF) which is a cost-sharing, mUltiple-employer October 31 retirement plan. The payroll for employees covered by MSRS plans for the 2007 2006 year ended October 31, was $3,659,579 for 2006 and $4,018,448 for 2007. Administration $ 49,344 $ 197,798 Total Society payroll was $7,287,488 for 2006 and $7,763,982 for 2007. Activities 998,003 861,842 MSRS issues a publicly available financial report that includes financial Plant Operations 435,337 345,311 statement and required supplementary information. That report may be Capitalized 418,061 173,158 obtained by writing to the MSRS plan administrator at the Minnesota State Other 209,407 60,935 Retirement System, 60 Empire Drive, Suite 300, Saint Paul, Minnesota 55103-3000. Total Payable $ 2,110,152 $ 1,639,044 MSRS provides retirement benefits as well as disability benefits to members, and benefits to survivors upon death of eligible members. NOTE 9: FOUNDATION Benefits are established by state statute and vest after three years of The Minnesota State Fair Foundation is a supporting organization of the credited service. The defined retirement benefits are based on a members Minnesota State Agricultural Society. The Foundation is a tax-exempt average salary from the five highest successive years of covered salary, not-for-profit corporation, established in August 2002 following the age, length of service at termination of service. Two methods are used to passage of enabling legislation signed into law by the governor, and compute benefits, the Step formula and the Level formula. Under the Step governed by a board of directors. The Foundation was established to formula, the annual accrual is 1.2 % of a five high year salary for the first secure and provide funding and gifts-in-kind all of a nature acceptable ten years of service then 1.7% for each year thereafter. Under the Level to the Fair to be used in the preservation, restoration and improvement Formula, the annual accrual amount is 1.7% for each year of service. For of the Minnesota State Fairgrounds, and to support State Fair employees hired before July 1, 1989, a full annuity is available when age educational, agricultural, and scientific programs. The Foundation is plus years of service equal 90 for annuities calculated under the Step supported primarily from public and private contributions, merchandise Formula. sales, in-kind contributions and volunteer time.

26 The following are significant notes to the Minnesota State Fair year ending October 31, 2007. Foundation financial statements: The employees of the Fair have made significant contributions of their Financial Statement Presentation time to the Foundation's activities. These uncompensated services are Net assets, revenues, expenses, gain and losses are classified based included in the agreement between the Fair and the Foundation. on the existence or absence of donor-imposed restrictions. Additionally, volunteeers have donated time to the Foundation in Accordingly, net assets of the Foundation and changes therein are various capacities. No amounts have been included in the statements classified and reported as follows: for donated services, since the services do not meet established criteria for recognition. These criteria require the donated services Unrestricted create or enhance nonfinancial assets, require specialized skills which Resources over which the Board of Directors has discretionary control. would be purchased if not donated, and have an objective basis for Designated amounts represent those revenues which the Board has set measurement. aside for a particular purpose. Grants to the Minnesota State Agricultural Society Temporarily Restricted During the year ended October 31, 2007, the Foundation granted Those resources subject to donor imposed restrictions which will be $340,000 for expenses incurred for the construction of the Miracle of satis by actions of the Foundation or passage of time. Birth Center and remodeling of the Bailey House, structures valued at Permanently Restricted $130,500.00, benches and bricks valued at $38,459, and other Those resources subject to a donor imposed restriction that they be miscellaneous gifts valued at $28,846, for a total of $537,805 during maintained permanently by the Foundation. The donors of these fiscal 2007. resources permitted the Foundation to use all or part of the income During the year ended October 31, 2006, the Foundation transferred earned, including capital appreciation, or related investments for bricks and benches valued at $50,258, grants for the construction of unrestricted or temporarily restricted purposes. the CHS Miracle of Birth Center valued at $1,163,419, grants of Contributions Receivable $173,063 for the remodeling of the Bailey House, $122,500.00 for the Pledges to give that are expected to be collected within one year are Warner Coliseum and $2,486 for other miscellaneous gifts, for a total of recorded at their net realizable value. Pledges that are expected to be $1,511,726. collected in future years are recorded at the present value of the amounts expected to be collected. The discounts on those amounts NOTE 11: RISK MANAGEMENT AND ACCOUNTING are computed using an imputed interest rate applicable to the year in FOR INSURANCE RECOVERIES which the pledge is received. Amortization of the discount is included The Minnesota State Agricultural Society (Fair) is exposed to various in the contribution revenue. Conditional pledges are not included as risks of loss related to torts; to theft of, damage to, or destruction of support until such time as the conditions are substantially met. The assets; to errors and omissions; and to employer obligations. The Fair Foundation currently does not have conditional pledges. manages these risks through the State of Minnesota's Risk Revenue Recognition Management Fund, which offers auto, liability, property and related Contributions, including unconditional promises to give, are recognized coverage. The Risk Management Fund is a self-insurance fund that as unrestricted, temporarily restricted, or permanently restricted also manages insurance claims exceeding certain dollar amounts support, depending on the existence and/or nature of any donor through reinsurance coverage. restrictions. State agencies, including the Fair, pay a premium to participate in the All donor-restricted support is reported as an increase in the Risk Management Fund. The Fair has elected a deductible of $25,000 temporarily or permanently restricted net assets, depending on the for property coverage. The fund covers the balance of the claim up to nature of the restriction. When a restriction expires (that is, when a $1,500,000. The reinsurance program provides coverage up to stipulated time restriction ends or purpose restriction is accomplished), $1,000,000,000. Once annual aggregate losses paid by the Risk temporarily restricted net assets are reclassified to unrestricted net Management Fund reach $4,000,000 in anyone fiscal year, the assets and reported in the Statement of Activities as net assets resinsurer will provide coverage in excess of a $25,000 maintenance released from restrictions. deductible for each claim. Unconditional contribution pledges are recognized as revenues or gains On August 11,2007, two weeks before the start of the 2007 State Fair in the period received and as assets, decreases in liabilities, or exposition, several areas of the fairgrounds sustained considerable expenses depending on the form of the benefits received. Conditional amounts of storm damage. Total storm related accrued expenses of contributions are recognized when the conditions on which they $883,707 were incurred through October 31,2007. Estimates of depend are substantially met. Gifts and bequests are recognized when additional storm related damage expenses in fiscal 2008 will increase it has been determined that there is a legal right to the gift or bequest the total storm related expenses to approximately $1.4 million. and the actual amount has been determined. Insurance recovery reimbursement proceeds are expected to offset storm damage expenses. In accordance with GASB 42, the storm Foundation financial statements can be obtained by writing to damage expenses are to be netted against insurance recoveries. A Minnesota State Fair Foundation, 1265 N. Snelling Avenue, Saint Paul, $883,707 receivable was recorded to offset 2007 accrued expenses. Minnesota 55108. NOTE 12: SUBSEQUENT EVENT NOTE 10: RELATED PARTY TRANSACTIONS During May of 2008, the Minnesota State Agricultural Society issued a In accordance with an agreement between the Foundation and the Fair, State Fair Revenue Note, Series 2008 in the amount of $4,600,000. the Fair has provided the following: Proceeds from the sale of this note will provide funds which will be Full use and occupancy of a fairground building rent-free, including used to pay for certain capital improvements to the State Fairgrounds, telephone and computer including the reconstruction of the Bazaar complex and the replacement of the Cattle Barn and Swine Barn roofs. Payroll and limited staff support services. During the year ended October 31, 2007, the Foundation has outstanding payables due to the Fair of approximately $312,014 related to payroll and other compensation-related expenses. During the year ended October 31,2007, the Fair contributed payroll expenses of $128,745. At its January 12, 2007 board of managers meeting, the Fair resolved to continue their support of the Foundation during the fiscal

27 .. Minnesota State Fair Supporting Schedule - Revenues and Expenses For the years ended October 31 2007 2006

OPERATING INCOME Ticket sales: Carnival $5,683,931 $5,350,969 Coliseum 170,340 153,318 Grandstand 2,985,372 2,794,953 Outside gate 13,557,622 11,526,663 Parking 1,083,185 1,143,147 Total ticket sales 23,480,450 20,969,050 Activities: Box office 451,986 273,933 Campgrounds 112,640 107,829 Carnival 96,528 93,536 Competition 260,381 289,929 Entertainment 35,644 28,985 Forage 17,997 16,992 4-H Auction 281,000 241,435 Public safety 10,182 9,899 Sales 6,159,614 5,617,601 Total activities 7,425,972 6,680,139 Other: Beef Expo 84,196 80,410 Licensee Utilities 240,570 234,392 Miscellaneous 96,090 40,084 Non-fair events 2,457,318 2,462,012 Sale of bulk milk 15,947 6,638 Sale of market animals 112,028 121,123 Sponsorships 711,238 704,804 Telephone 105,174 112,974 Utility Assessments 544,324 545,305 Total other 4,366,885 4,307,742

Total operating income 35,273,307 31,956,931

OPERATING EXPENSES For the years ended October 31 2007 2006 Administrative: Administrative Services 463,964 684,512 Annual meeting 17,783 11,733 Bad debt 2,666 Computer 362,730 362,774 Dues and subscriptions 16,903 16,673 Executive services 337,578 10,400 Insurance 219,644 194,349 Legal services 134,780 62,856 Legislative audit 50,260 44,235 Medical insurance 661,063 606,311 Paid leave 602,079 542,943 Postage and mailing service 95,110 91,350 Printing and supplies 85,728 93,005 Retirement fund 175,916 152,056 Social security 576,270 535,406 Telephone 197,171 209,041 Travel expense 76,316 69,578

28 Unemployment compensation 42,344 30,211 Workers compensation 77,777 71,523 Total administrative 4,157,416 3,791,622 Activities and Support: Admissions 183,466 178,151 Advertising 794,153 764,832 Bee culture 8,795 8,970 Beef Expo 52,169 55,187 Box office 244,200 230,224 Campground 52,200 53,495 Carnival 4,250,338 4,037,240 Cattle 112,621 96,499 Christmas trees 5,536 5,127 Competition 390,370 354,189 Creative activities 70,723 66,556 Dairy products 1,473 1,093 Dog trials 2,759 2,587 Education 27,335 25,860 Farm crops 22,430 20,810 Finance 224,359 219,392 Fine arts 25,218 28,024 Flower and agriculture shows 49,500 45,600 Flowers 9,777 8,803 Forage 58,911 72,661 4-H Club 222,730 216,666 Free entertainment 1,010,966 932,605 Fruit 11,967 11,225 FFA 85,949 50,536 Gate tickets 230,509 206,883 Goats 5,055 5,275 Grandstand - concerts 3,185,601 3,124,044 Heritage exhibits 12,302 9,167 Horse and rodeo 332,871 244,990 Llamas 2,459 3,283 Marketing 586,740 568,718 Park & Ride 1,211,549 1,095,261 Parking 188,708 182,598 Poultry 13,777 14,411 Public safety 1,231,178 1,126,657 Sales 1,045,412 948,423 Sanitation 1,033,321 791,435 Senior citizens 12,044 12,463 Sheep 7,638 7,730 Swine 14,106 13,374 Ticket audit 8,076 10,483 Ticket promotion 210,691 194,373 Trams 33,000 31,680 Transportation 36,476 21,687 Vegetables 9,186 8,602 Total activities and support 17,328,644 16,107,869 Premiums: Bee culture 3,763 3,926 Beef Expo 18,912 18,341 Cattle 121,898 106,164 Christmas trees 2,655 2,965 Creative activities 14,377 14,364 Dairy products 1,125 1,085 Dog trials 1,055 1,055 Education 11,891 11,507

29 Farm crops 15,562 14,354 Fine arts 9,550 10,050 Flowers 2,256 1,933 4-H Auction 286,235 236,200 4-H Club 70,698 70,891 Fruit 2,255 2,421 FFA 74,261 75,066 Goat 15,419 15,995 Horse 91,490 90,595 Llama 4,040 4,175 Poultry 11,126 10,534 Rural youth scholarships 20,000 20,000 Sale of bulk milk 11,948 5,241 Sale of market animals 112,027 121,122 Sheep 33,282 30,251 Swine 32,599 32,638 Talent contest 13,620 13,620 Vegetables 4,503 4,606 Total premiums 986,547 919,099 Other: Miscellaneous 60,869 59,334 Non-fair events 1,373,460 1,303,669 Veterinarian service 46,711 45,718 Total other 1,481,040 1,408,721 Plant operations: Architectural and engineering 91,325 208,622 Fire and police service 168,579 92,625 Fuel, oil and gasoline 98,464 98,316 Greenhouse 222,555 238,406 Operations 456,174 286,827 Property tax and assessments 6,593 6,128 Salaries and contract services 1,191,248 1,456,992 Set-up and take-down 1,220,290 1,065,385 Signs 93,508 88,652 Supplies 99,703 102,174 Utilities 534,509 573,676 Watchmen 41,855 61,949 Water and sewer 73,751 174,518 Total plant operations 4,298,554 4,454,270 Plant maintenance: Electric system 464,938 383,123 Fence and fixtures 41,885 43,559 Gas system 458 675 Land 189,705 142,669 Personal property 285,235 350,820 Sewer system 83,976 21,012 Streets and sidewalks 359,966 272,804 Structures 1,018,482 576,211 Vehicles 167,394 149,778 Water system 106,254 54,089 Total plant maintenance 2,718,293 1,994,740 Depreciation: Electric system 130,077 116,242 Fence and fixtures 45,573 46,646 Gas system 627 627 Land improvement 128,478 130,151 Personal property 216,071 238,750 Sewer system 138,025 128,791

30 Structures 1,528,649 1,553,607 Water system 17,682 17,682 Total depreciation 2,205,182 2,232,496

TOTAL OPERATING EXPENSE 33,175,676 30,908,817 Net operating income 2,097,631 1,048,114

NON-OPERATING INCOME (EXPENSES) Interest income 191,869 196,419 Grant revenue 537,806 1,511,726 Interest expense (457,898) (469,418) Loss on disposal of fixed assets (123,603) (408)

NET INCOME $2,245,805 $2,286,433

31 OFFICE OF THE LEGISLATIVE AUDITOR State of Minnesota • James Nobles, Legislative Auditor

June 11,2008

Representative Rick Hansen, Chair Legislative Audit Commission

Members of the Legislative Audit Commission

Mr. Bob Lake, President State Agricultural Society Board of Managers

Members of the State Agricultural Society

Mr. Jerry Hammer, Executive Vice President State Agricultural Society

This report presents the results of our audit of the State Agricultural Society's (society) basic financial statements for the two years ended October 31, 2007. This report meets the audit standard requirements of the American Institute of Certified Public Accountants and the Government Accountability Office to communicate internal control matters identified in a financial statement audit. The audit was conducted by Jim Riebe, CPA, (Audit Manager) and Carl Otto, CPA, CISA (Auditor-in-Charge), assisted by auditors Jennifer Cooper and Melanie Greufe.

We discussed the results of the audit with society staff on May 28, 2008. Management's response to our finding and recommendation is presented in the accompanying section of this report titled, Agency Response. We did not audit the response and, accordingly, we express no opinion on it.

This report is intended solely for the information and use of the State Agricultural Society's management and the Legislative Audit Commission and is not intended to be and should not be used by anyone other than these specified parties. This restriction is not intended to limit the distribution of this report, which was released as a public document on June 13,2008. 'i~(Y\Mtv

James R. Nobles Cecile M. Ferkul, CPA, CISA Legislative Auditor Deputy Legislative Auditor

Room 140 Centennial Building, 658 Cedar Street, St. Paul, Minnesota 55155-1603 • Tel: 651-296-4708 • Fax: 651-296-4712 E-mail: [email protected] • Web Site: www.auditor.leg.state.mn.us • Through Minnesota Relay: 1-800-627-3529 or 7-1-1 32 Minnesota Office of the Legislative Auditor

Report Summary Conclusions • The State Agricultural Society's (society) financial statements for the two years ended October 31, 2007, were presented fairly in accordance with generally accepted accounting principles in all material respects. • Generally, the society's internal controls for selected financial operations were adequate. However, the fair had one weakness related to controls over the receipt of foundation grants. • The society complied with the finance-related legal provisions we tested. • The society implemented a prior audit recommendation: It strengthen controls over coliseum and grandstand ticket sales remitted by a contract vendor.

Finding • The society did not sufficiently monitor a receipt from the Minnesota State Fair Foundation. (Finding 1, page 5)

Audit Objectives and Scope Audit Objectives: • To give an opinion on the society's financial statements. • To review internal control over selected financial operations. • To determine compliance with finance-related legal provisions. • To determine the status of a prior audit recommendation. Audit Period: The two years ended October 31, 2007. Programs Audited: • Cash and Cash Equivalents • Capital Assets • Revenue Bond Liabilities • Ticket Sales • Entertainer Payouts and Other Expenses • Payroll Expense

Background

The State Agricultural Society operates Minnesota's annual state fair and maintains the state fairgrounds. It earned about $35 million in operating revenues during fiscal year 2007 and had total assets of nearly $50 million on October 31, 2007.

The society included the activities of the State Fair Foundation in its annual report as a discretely presented component unit. Financial Statement Audit 3

State Agricultural Society

Agency Overview

The State Agricultural Society (society) oversees the operation of the annual State Fair exposition and the maintenance of the fairgrounds. Under the authority of Minnesota Statutes Chapter 37, the society is a self-governing body and is exempt from the finance-related rules and regulations applicable to most state agencies. The ten-member board is comprised of one representative from each of the society's nine regional districts and a president.

The society publishes an annual report that includes its financial statements and our audit opinion on the financial statements. The society included the activities of the State Fair Foundation in its annual report as a discretely presented component unit.

The society realized net income of $2.2 million in 2007. It had $35 million in operating revenues earned chiefly through ticket sales and rental of its facilities during non-fair time. Significant expenses included $ I7.3 million for activities and support, plant operations and maintenance of approximately $7 million, and depreciation of about $2.2 million.

The society had net assets of $37.3 million at October 3 I, 2007. Capital assets, net of depreciation, totaled $39.9 million; revenue bonds payable of about $9.6 million represented the society's largest liability.

The society has not received state appropriations since approximately 1950.

34 4 State Agricultural Society

Objectives, Scope, and Methodology

Our audit of the society's financial statements focused on the following objective, which included the consideration of internal controls and compliance with significant legal provisions over financial reporting:

• Were the society's basic financial statements for the two years ended October 31, 2007, fairly presented in accordance with generally accepted accounting principles in all material respects?

In addition to the financial statement objective, we considered these objectives:

• Were the society's internal controls over box office receipts, carnival receipts and expenses, payroll, and revenue bonds adequate to ensure that it safeguarded receipts and other assets, accurately paid employees and vendors in accordance with management's authorization, and complied with significant finance-related legal provisions?

• For the items tested, did the society comply with significant finance-related legal requirements, including state and federal laws, regulations, contracts, and applicable policies and procedures?

• Did the society implement a prior audit recommendation that it strengthen controls over coliseum and grandstand ticket sales remitted by a contract vendor? I

To answer these questions, we reviewed the accounting principles applicable to the society's financial statements. We gained an understanding of the society's accounting policies and procedures and the business systems used to administer its financial activities and to prepare the financial statements. We obtained and analyzed electronic accounting data and other audit evidence and reconciled the supporting data to the society's accounting system. We interviewed key personnel to gain an understanding of thc control process for each auditcd area, including cash, capital assets, revenue bond liabilities, ticket sales, payroll expense, and entertainer payouts and other expenses.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. We used the guidance contained in the Internal Control-

I Financial Audit Division Report 07-15.

35 Financial Statement Audit 5

Integrated Framework,2 published by the Committee of Sponsoring Organizations of the Treadway Commission, as our criteria to evaluate agency controls. We also used the society's internal policies and procedures as evaluation criteria. Conclusions

The society's financial statements for the two years ended October 31,2007, were fairly presented in accordance with generally accepted accounting principles in all material respects.

Based on our consideration of internal control and compliance over financial reporting, we did not identify any noncompliance as a result of our tests. However, as explained in the following finding, the society did not sufficiently monitor a receipt from the Minnesota State Fair Foundation. We consider the finding to be a significant control deficiency. According to the auditing standards, a control deficiency is significant if there is more than a remote likelihood that a consequential misstatement to the financial statements could occur and not be prevented or detected by the society's internal control. Given the limited nature of our audit work on the financial statements, we do not express an overall opinion on the effectiveness of the society's internal controls or compliance over financial reporting. In addition, our work may not have identified all significant control deficiencies or instances of noncompliance with legal requirements.

In relation to our additional objectives, the society generally had adequate controls and complied with the finance-related legal provisions we tested and implemented a prior audit recommendation to strengthen controls over coliseum and grandstand ticket sales remitted by a contract vendor.

2 The Treadway Commission and its Committee of Sponsoring Organizations were established in the 1980s by the major national associations ofaccountants. One of their primary tasks was to identify the components of internal control that organizations should have in place to prevent inappropriate financial activity.

36 Financial Statement Audit 7

Finding and Recommendation

The State Agricultural Society did not sufficiently monitor a receipt from the Finding 1 Minnesota State Fair Foundation.

Between October and December 2007, the State Agricultural Society did not know the whereabouts of a check from the Minnesota State Fair Foundation (foundation). Although the society received a letter from the foundation in October stating that a check to the society for a grant of $150,000 was enclosed, it does not believe that it actually received the check at that time. The society did not record a receivable for the check, nor did it contact the foundation to determine the grant's status. About two months later, the foundation contacted the society to inquire why it had not cashed the check. The foundation subsequently stopped payment on the first check and issued a new check.

The society lacked a control process to ensure it had collected all grant funds authorized by the foundation's board of directors. Although the foundation notified the society of its grant in the October letter, the society could have also identified the authorization of foundation grants by reviewing minutes of meetings of the foundation's board of directors. Upon learning of an authorized grant, the society should have recorded a receivable for the authorized grant. An outstanding receivable would have alerted society staff to follow up on the grant's status.

The society received grants from the foundation totaling about $538,000 in fiscal year 2007 and $1.5 million in 2006.

Reco171111 endati0 n

• The socie(v should record a receivable for authorized foundation grants andfollovv up on any outstanding receivables not resolved within a reasonable time.

37 .*

Mr. James R. Nobles Office of the Legislative Auditor Room 140 Centennial Building 658 Cedar St. St. Paul, MN 55155 June 6, 2008

Dear Mr. Nobles,

First and most important, our thanks to you, Jim Riebe and the audit team for your efforts on our behalf. We appreciate your help.

As for the finding, it states that the fair did not know the whereabouts of a check issued by the State Fair Foundation to the Society. We were fully aware that we had not received this patiicular check from the Foundation, and we were certain that the granted funds would be deposited as part of our year-end financial activities. (Whenever the Foundation makes a grant to the Society, the Society's Controller and I receive notification. The Foundation also provides the Controller with a year-end summary of all grant activity for the preceding year.)

Prior to receiving the reissued check, the Society did book the grant as a receivable, as recommended in the finding. To expedite the grant process in the future, however, the Society will now book granted funds when notification is given by the Foundation.

Again, thank you for your hard work on our behalf.

Sincerely,

Jerry Hammer Executive Vice President

1265 SneLLing Avenue North * St. PauL, MN 55108-3099 * (651) 288-4400 * FAX (651) 642-2440 * TTY (651) 642-2372 [email protected] * www.mnstatefair.org

38 MINNESOTA STATE AGRICUU'URAL SOCIETY After discussion, the resolution was adopted on a motion by Mr. Fox. seconded ANNUAL MEETING by Mr. Lake and carried (Aye-9; Nay-O). Jarmarv 12-13-14,2007 Shcrat~n Bloomington Hotcl, Bloomington A second resolution was introduced as f()lIows: The 148th annual meeting of the Society, held in conjunction with the annual Statc Fair Foundation Resolution conventions of the Minnesota Federation of County Fairs and the Midwest WHEREAS, the Minnesota State Fair Foundation was established by the Society Showmen's Association. opened Friday .Ian. 12 at the Sheraton Bloomington as a non-profit public charity to assist the State Fair with capital projects and sup­ Hotel in Bloomington. Minn. port its educational and scientific programs consistent with the public good, and WHEREAS, the Society is committed to support the long-term growth and MEETING OFTHE BOARD OF MANAGERS development ofthe Foundation for the betterment of the State Fair and. 10: 15 a.m. F.-iday .Jan. 12,2007 ultimately, to the great benefit of all Minnesotans, therefore be it .Members prcscnt: Lyle SteItz. president; Joe Fox, vice president; D. .J. Leary. RESOLVED. that funds due the Society fi'om the Foundation on October 3 I, vice president; Denny Baker; .lim Foss; Bob Lake; John Paulmann; AI Paulson; 2006. will be called due no earlier than November 1,2007. Chauncey Wargin; Sharon Wessel; Jerry Hammer, secretary. After discussion, the resolution was adopted on a motion by Mr. Foss, scconded Also prescnt: Karen Frost; Steve Pooch; .lim Sinclair; Brian Hudalla; Marshall by Mr. Paulmann and carried (Aye-9; Nay-O). Jacobson; Cheryl Huber; Renee Pearson; Dennis Larson; Steve Grans; Michelle Fickett; Danyl Vaneck; Robin (joldstein; Swan Melstrom; Gail Anderson; Pam IvIr. Grans and Chief Blakey reported on transportation. logistical and security Simon; Carol Doyle; Wally LeVesseur; Brienna Schuette; Tim Dybevik; Michelle issues anticipated during the Republican political party's 2008 national Barris; Tiflill1Y Bauer; Pat Hunsinger; Art Blakey; Kay Cady; .lames Hamilton; convention in the Twin Cities. Inl(JrImilion only; no action required. Mary Chung; Kent Harbison; Maleolm McDonald; Guy Warner. Mr. Grans and Mr. Hammer reported on construction ofthc new football stadium President Steitz called the meeting to order at 10: I5 a.m. at the University of Minnesota's Minneapolis campus and how it will afTect Park & Ride operations during upcoming fairs. IvIr. I-Iammer and Mr. Jacobson presented details on revenue and expense, cash How, relationship ofthe operating budget to the improvements and maintenance President Steltz declared the meeting in executive session to discuss pending budget and ticket income; board discussion followed. Information only; no legal matters with Counselor Kent Harbison. Following discussion, President action required. Steltz re-opened the meeting to the public. Ms. Pearson offered a detailed summary of '06 Grandstand revenue and expense, Mr. Hammer reviewed details ofthe proposed operating budget for 2007. resulting in a net operating gain ofSI.1 million for the year. Information only; no f()llowed by discussion. Information only; no action required. aetion required. Minnesota State Fair Foundation Chairman Malcolm McDonald olTered thanks Ms. Bauer rcported on non-fair events and marketing of State Fair facilities. on behalf of the Foundation to the State Fair board of managers f()r their Following board discussion. staff' was directed to research feasibility of winter­ continued support of the Foundation. izing existing strueturc(s) I()r incrcased non-EliI' usc. Information only; no action The meeting was adjourned at I 1:45 a.m. on a motion by Mr. Lake. seconded by required. Mr. Baker and carried (Aye-9; Nay-O). State Fair Chief of Police Art Blakey olTered a report on the Elir's security program including a lilir-time police force made up of representatives of 57 law MEETING OF THE SALES COMMITTEE cnJ(lrCement agcncies jJ'om throughout Minnesota. 2: 15 p.m. Fl'iday .Jan. 12.2007 The [()llowing resolution was introdueed I()r discussion: Members prescnt: Chairman Bob Lake: Joe Fox; D. .I. Leary; Denny Baker; .lim Foss; John Paulmann: AI Paulson: Chauncey Wargin; Sharon Wessel: Lyle Steltz, State Fair Sales Tax Illr Building Fund Rcsolution ex oflicio; Jerry Hammer, ex officio: .lim Sinclair. ex officio; Dcnnis Larson, WHEREAS, the Minnesota State Fair. governed by the Minnesota State ex officio; Pam Simon, ex officio. Agricultural Society, as established by Minnesota's territorial government, is an Also present: Karen Frost: Steve Pooch: Brian I-Iudalla; Marshall Jacobson; important part of Minnesota's social lilbric. and Renee Pearson; Cheryl Huber; Michelle Fickett; Robin Goldstein; Danyl WHEREAS. the Minnesota State Fair is widely recognized as one of the finest Vaneck; Gail Anderson; iVlary Pittelko; Wally LeVesseur; Carol Doyle: Timmy and best-attended events in the world. and Bauer; Pat Hunsinger. WHEREAS, the State Fairgrounds are among the best-utilized public properties Chairman Lake called the meeting to order at 2: I5 p.m. in the state with lilir-time attendance of nearly 1.7 million. plus nearly another The commercial sales revenue report, Ilrst distributed at the Nov. 10 meetllH! of I million for non-filir events. and the board. was approved on a motion by Mr. Baker, seconded by Mr. Paulmann WHEREAS. the State Fair has an economic impact of more than SI50 million and carried (Aye-8; Nay-O). in the Twin Cities, plus additional economic impact throughout the state, and Mr. Sinclair presented the 1()I1owing list ofconcessionaires and proposed 2007 provides the equivalent 01'4,300 jobs and generates nearly S5 million in sales percentage-of-revelluc liccnse fees: taxes for the state. and WHEREAS, the state rightly supports the arts, education, recreation, athletics CONCESSIONAIRE ATTRACTION 2006 °li, 2007% and other important institutions that contribute to our quality of life, and whereas Big Adventures. Inc the State Fair is all of thesc things and more on a grand scale with the greatest depth of impact on all age groups of any state institution. and D.M.e., Inc. Skyride 25(Y/) (2.)'% WHEREAS, the historic Minnesota State Fairgrounds are state property, yet all increase) maintenance and capital work is paid I()r through the fair's operating revenue, Fun Adventures, Inc. Rock Climbin!'. and Wall WHEREAS, the State Fair's historic lilCilities are aging and upkeep of them Giant Ride, Inc. Giant Slide 300/1 becomes more challenging by the year, and Grandstand Artist Artist Wearables IO'l< 10'l< WHEREAS, the Society's mission is to present the People of Minnesota with the Merchandise Sales very best Elir in the United States, and that well-maintained lilcilities are and Recordings essential to fulfillment of this mission. thercl()re Hot Shot Thrill Rides 25 iYi) BE IT RESOLVED that the Society strongly urge the State to rcturn sales tax earned on the sale of State Fair tickcts to the Society, so that such funds may K & ivl Recreation. Inc. IJauntcd House be dedicated to Society lilCilities, preserving and improving the historic State Fairgrollnds for future generations. 39 Ballpark CalC Block 35 Crossroads. Space G, Mighty Midway and Rides and Shows 43% 43% (Daniel and David Theisen) outside court 22')!; 22';;' Kidway Games of Skill Beer only

Cate Caribe Block 42 Arcade Building, Spaces 1-10 Skyfair, Inc. SkyGlider 30'% (.loci and Mary Chesin) Beer only . .. ---_. --- Skyscraper Two, Ltd. Skyscraper 25% 25% Chicago Dogs Block 35 Crossroads, Space L. cast Tinsley Amuscmcnts. Inc. Carousel 40% (Bruce and Anne Chesin) Beer only .. . . - ..... -- ...--...._---- .. -- Ventnor Place, Inc. Space Tower 25% 25% Crocker's 5paghetti Block 31 Lots 16-18 Village. Inc. Beer only 25'i{ 25'i{ YeOldMili Canal Boat Ride (.lames W. Crocker) Amusements. Inc. Coasters Block 42 Arcade Building. Underlined attractions are locatcd in Adventurc Park (Paul and Diana Hohenwald) Spaces 23-32 Beer only The pcrcentage fees above represent the fee(s) payable to the Minnesota State Fair on receipts from ticket sales associated with operation of the preceding Frontier Bar. Inc. Block 42 Arcade Building. attractions. Percentages arc applied as follows; state sales tax (6.5':1,) is deducted (Richard C. Werner) Spaces 16-22 Beer only from gross receipts and reconcilement between the Minnesota State Fair and concessionaires is made on the net of tax balance. Famous Dave's Block 28 Building 289A (Randy Jernberg Beer only Atier discussion. the concessionaires and fees were approved as proposed on a and Mark Bartholomay) motion by Mr. Paulson. seconded by Ms. Wesscl and carried (Aye-8; Nay-O). Giggles' Campfire Grill Block 19 Lots I and 2 The following recommendations for 2007 percentage attraction ticket prices were (Timothy Weiss and Doug Holter) Beer only presented by Mr. Sinclair: H.M.I-I. of Saint Paul, Inc. Block 47 Bazaar. Space A CONCESSIONAIRE ATTRACTION 200nICKET PRICE(S) (Henry and Ellen Hanten) Beer only ...... --._ _ .. _ ------Big Adventures. Inc. Turbo Bun!!:ee S5.00 Hildebrand Concessions. Inc Block 28 Grandstand Scating Area (.Iimice Hildebrand) Beer only D.M.C.. lnc. Skyride S2.75 one-way S4.50 round trip Kirschner's Beer Stube Block 45 Ag-Hort Building - Space H (Robert.l. Kirschner) Block 34 Bandshell Fun Adventures, Inc. Rock Climbing Wall S5.00 Beer only

Giant Ride. Inc. Giant Slide S2.00 Midway Men's Club Block 30 LotS (Albert Petschl) Beer only Hot Shot Thrill Rides. Inc. Slin!!: Shot $75.00 Crossroads, Space I-l. west K & M Recreation. Inc. I-Iaunted House 53.50 Ragin Cajun Block 35 (Ron Jacob and Tom Webster) Beer only Mighty Midway and Kidway Rides. Shows 5 .75 single Schumacher's Lot K and Games of Skill 520.00 for 30 tickets Block 36 (5.667 per ticket) New Prague Hotel Minnesota Produced (.Iohn Schumacher) Wine only 530.00 for 50 tickets ... (5 .600 per ticket) T. W. Concessions Block 27 Heritage Square. Space Q (Advance Purehase) 5 I0.00 for 20 tickets (.lerry Woldorsky) Beer only (5.500 per ticket) ...... Te.ias Block 35 Crossroads, Space K, north SkyElir, Inc. SkyGlider 53.00 one way (Wayne Kostroski Beer only (5.25 increase) and Mark Haugen) 55.00 round trip (new ticket) Lancer rvlanagclllcnt Services Block 50 Coliseum, Spaces 113/159. (G lenn Baron) 200/250.212/213. and 268. Skyscraper Two, Ltd. ~per 525.00 Beer only Tinsley Amusements. Inc. Carousel 52.00 Following discussion. the conccssionaires were approved as recommended on a Ventnor Plaee. Inc. Space Tower 52.00 children motion by Mr. Fox, seconded by Mr. Paulmann and carried (Aye-8; Nay-(J). 53.00 adults" Ms. Simon presented the following list of multiple site concessionaires and Ye Old Mill Amusements. Inc. Canal Boat Ride 52.50 " exhibitors for consideration. Atier discussion, the list was approved on a motion by Mr. Foss, seconded by Mr. Wargin and carried (Aye-8; Nay-O): = Save 5 .50 from opening until noon on Thurs.. 8/23 (Thritiy Thursday). Mon.. 8/27 (Seniors & Kids Day). Thurs.. 8/30 (Seniors Day) and Mon.. Labor Day, 9/3 (Kids and Last Chance Day) CONCESSION-EXHIBIT NAME DESCRIPTION SITES

Underlined attractions arc located in Adventure Park and operate on a central Ben Benson Bratwurst 2 ticket system. Cenaiko Enterprises, Inc. Chamios. Shami Mops. 2 Atier discussion, the ticket prices were approved as presented on a motion by E-Z Can Openers Mr. Baker, seconded by Mr. Wargin and carried (Aye-8; Nay-O). Compmark I Corporation Space Pix Computer 2 Iv1r. Larson presented the following list ofconcessionaires to be considered for Portrait Products beer and/or wine licenses li)r the '07 State Fair: Delrick Enterprises Popcorn, Caramel Corn, 2 CONCESSIONAIRE BLOCK BUILDING/ Caramel Apples & Beverages LOCATION LOT SITE Edward and Sally Nuebel Fish & Chips-Nut Products :2 Andrus Concessions. Inc. Block 42 Arcade Building, (Robert and Joseph Andrus) Spaces I 1-15 Gary Crutchfield Cheese on a Stick 2 Beer only Concessions

40 Gary Larson Popcorn. Caramel Corn & 2 Schroder Concessions. Inc. Popcorn. Caramel Corn. 4 Caramel Apples Caramel Apples and Cheese Curds George Funk - Moon Beam CofIee Leather Crans-Coffee 2 Syndicate Sales Corp. Vegetable Culters, Knives, 4 Giant Ride, Inc. Giant Slide-Cheese on a 2 Salsa Maker and PYA Mops Stick Lancer Management Food, Beverages & Beer 4 Gregory B. Kusick Cotton Candy 2 Services. Inc. (Coliseum) !Jolly's Hobby Hand Crafts 2 Hildebrand Concessions Food Beverages & Beer 5 Jeee USA Corp. Icee Frozen Beverages 2 (Grandstand) James & Ethel Peters I-lot Dogs-Polish Sausage 2 Coca Cola Coca Cola son drinks and 5 merchandise Jerry Woldorsky Buffalo Burgers and Becr 2 Dandy Souvenirs Novelties, Souvenirs & Toys 8 Kirch Enterprises/Eddy's Teddy Bratwurst. Hot Dogs and 2 Land Hamburgcrs - StufTcd Toys The following comparative reports on multiple site concessions and exhibits was Kirschner's Beer Stube Hamburgers, Hot Dogs, 2 prcsented by Ms. Simon. Chicken, Snacks. Beer Number Of Larry Abdo-Gophcr Pockct pies-lee 2 Held By The Following Number Of Persons Statc lec Co. (Icc~wholesalc pcrmit only) Individual Locations 1985 1990 2004 2005 2006 MRK - Marquctte Financial Serviccs 2 Financial Group 865 995 1016 1030 1085 Mark Andrcw French Fries - S'Mores 2 2 55 51 31 29 30 Midwest Dairy Association lee Cream, Milk and Dairy 2 3 24 20 II II II Foods 4 10 15 6 6 6 Minn. Honcy Producers Honey. I-Ioney Icc Cream & 2 Candy 5 4 4 2 2 2 Minne-Kabob Foods Kabobs 2 6 4 2 2 7 National Service Company Jewelry Cleaner 2 3 0 8 0 0 Netterfield's Lemonade & Popcorn Popcorn, Caramel Corn, 2 Sausage, Corn Dogs, Burgers 9 0 NomaI', Inc. Hokey Sweepers. Dusters. 2 12 0 0 Brooms & Massage Pillows J3 0 0 Orange Treet Sales Orange Treat Drink- 2 Smoothies & Dairy Bar 17 0 0 21 Standi Toys Die-cast metal toys 2 0 26 Groscurth Concessions Corn dogs and beverages 2 33 Tina Isaac Sandwiches - ColTee 2 Total Number Of 1220 1264 1157 1167 1220 Wozniak Conccssions, 1nc. French Fries 2 Locations Available Fred C. O'Neil. Jr. !Jot Dogs on a Stick 3 Number Of Persons 968 1087 1068 lOSO l164 Gregory J. Tetrault lee Cream, Sno Cones, 3 Holding Locations Caramel Apples and Percentage or 71 '!r 79'!r BB(}( X8(!r B9(/( Beverages Persons Holding John Tysseling Fried Mushrooms-Turkey 3 Single I.ocations Drumsticks-Apple Fritters Percentage OfPersons 98'7< 98% 99'* 99'7< 97% Kathy YahI' Cotton Candy 3 Holding Thrce (3) Or Leah J-J. O'Neil Hot Dogs on a Stick 3 Fewer Locations Lynn Davis lee Crcam, Sno Cones. 3 Numbers Of Locations S90 894 852 844 895 Caramel Apples. Beverages Held By Minnesota Residents Maxine W. Davis lee Cream. Sno Cones. .' Caramel Apples and Baked Percentage Of Locations 73'*. 71'1r 74% n'y, 73'!r, Potatoes Held By Minnesota Residents Minnetonka Moccasin Company Footwear 3 Number Of States. 47 44 43 Robert Crockcr Root Beer 3 Canadian Provinces Theodore G. O'Neil 1I0t Dogs on a Stick 3 and Foreign Countries Holding Locations Wee Dazzlc Nm·elties. Souv'cnirs & Toys 2 Eugene R. LaVaque Sno Cones 4 J-lannasch. Inc. Sno Cones ..) James Hartley Colton Candy 4

41 i\II:'1i:'\ESOTA STATE FAIR Bob Lake: John Paulmann: AI Paulson: Chauncey Wargin: Sharon Wessel. FOOD AND BEVERAGE LICENSE COi\IPARISON President Steltz called the meeting to order at 3 p.m. and declared the meeting 1975 - 1985 - 2004 - 2005 - 2006 in executive session for the purposes of conducting a performance revicw ofthe Number Of exccutive vicc president. Meeting adjourned at 3:50 p.m. Held By The Following Number Of Persons Individual Locations MEETING OF THE PLA:'IiNING COMMITTEE J')75 1,)~5. 2004 2005 2006 10:15 a.m. Saturday Jan. 13,2007 95 147 210 213 208 Present: Chairman D. .J. Lcary; .Ioc Fox; Denny Baker; .lim Foss; John 2 20 2') I~ 17 20 Paul mann: AI Paulson: Chauncey Wargin; Sharon Wessel: Lyle Steltz. ex ofllcio: .Jerry Hammer. ex officio; Brian Hudalla, cx ollicio. Absent: Bob Lake. 3 4 14 10 10 9 Also present: Karen Frost; .lim Sinelair: Marshall Jacobson: Renee Pearson: 4 5 6 5 5 5 Cheryl Huber: Swan Melstrom: Myron Clasemann: Steve Grans; Michellc 5 3 2 2 2 Fickctt; Robin Goldstein; Mary Pittelko: Pam Simon; Carol Doylc: Wally LcVesseur: Pat Hunsinger; 13ricnna Sehuctte; Kay Cady. 6 0 2 Chairman Lcary called the meeting to order at 10: 15 a.m. 7 0 0 Mr. Hammer and Mr. Hudalla reviewed in dctail a recommended improvement 9 and maintenance budget totaling S5.3 million in projects for '07. Following is a 12 0 summary of the complete project list. including projects previously approvcd at 13 2 0 the Nov. 10,2006 meeting ofthe board:

14 2 2007 MAINTENANCE & IMPROVEMENT BUDGET SUMMARY 26 A. Structure Improvcments: S1.585,f)OO 32 B. Land Improvemcnts: 131. Fencing & Fixtures Q Total Numbcr Of 315 328 307 307 305 1311. Land Q Locations Availablc 13111. Sewer System 250.000 Number Of Persons 135 202 245 247 243 BIV Streets & Sidewalks Q Holding Locations 13V Water Distribution System Q BVI. Gas Distribution System Q Perccntagc Of 30';{ 45';{ 6~';{ 69';{ 6~';{ BVII. Land Purchases Q Persons Holding TOTAL Land Improvements S250,()OO Single Locations C. Personal Property S145,900 Percentage Of Persons 889{: 94';{ 97% 97'1< 97% D. Electric Plant: S734.000 Holding Three (3) Or TOTAL Improvements S2,714,900 Fewer Locations E. Structurc Maintenance: S1.135.550 Number Of Locations 15~ 292 244 245 243 F Land Maintenance: Held By 1'1. Fencing & Fixtures 37.600 Minnesota Residents I'lL Land 155.000 Percentage Of Locations 50';{ 89'/L 79';{ ~O(k 80'k 1"111. Sewer Systcm 7~.~00 Held By FIV Strccts & Sidewalks 226.000 Minnesota Residents FV Water Distribution System II ~.OOO 20 20 20 FVI. Gas Distribution System 2.500 Number of Slatcs and TOTAL Land Maintenance S6I7.90() Canadian Provinces Holding Locations G. Personal Propcrty Maintenance: S259.400 H. Vehiele Maintcnance: S203.000 I. Electric Plant iVlaintenance: S3')7.700 After discussion. thc rcport was approvcd on a motion by Mr. Foss. seconded by TOTAL Maintenance S2.613,55() Mr. Wargin and carried (Aye-~: Nay-O). TOT\L Maintenance & Improvements S5,328,450 Sinclair provided a brief update on the status of legal proceedings relative to the Penny Arcade and that the structure would be occupied during the 2007 hlir by Following discussion. it was movcd by Mr. Bakcr. seconded by Mr. Fox and Spineless \Vonders and Paramount Attractions. Inc. prescnting a buttcrlly exhibit carried (Aye-~: Nay-O) to recommend full board approval ofthc improvemcnts and arcade. rcspcctively Inl(lrIl1ation only: no action requircd. and maintenancc budgets as prescnted. Included in the nl0tion was stalTauthority A brief report was providcd by Mr. Sinclair relative to ongoing discussions to adjust, shili, add or cancel speeil]c linc items as appropriatc to accommodatc taking placc with amusement ride operators related to the possibility of two ncw change'S that occur during the budget year. attractions at the I~lir: i.e. a I64-I()ot-high Ferris Wheel and a largc German-made The meeting adjourned at 10:40 a.m. on a motion by Mr. Paulson. scconded by portable Euro-Fighter Roller Coaster (for 200~). which will be brought to the Nlr. I'aulmann and carricd (Aye-~; Nay-O). committee I(lr further consideration should either come to Ihlition. In closing, Sinclair mcntioned to the committce that the Minnesota Departmcnt SOCIETY DISTRICT CAUCUSES I:45 p.m. Saturday .Jan. 13,2007 of Labor and Industry has been charged with updating Minnesota Statutcs Ch. I ~4B regarding regulation of amuscmcnt ridcs and safety inspcctions: stalT Dclegates Ih1l11 the second and cighth districts mct in caucus to certify nominees will be providing input on relative to State Fair operations. for election to the Society's board oCmanagcrs during the Society's general business session the t()llowing day. Selected were John Paul mann of (jaylord On a motion by Mr. Fox. seconded by Mr. Bakcr and carried. the mecting was (second district) and Chauncey Wargin of Hermantown (eighth district). adjourned at 3 p.m. (Aye-~: Nay-O). i\IEETI:'IiG OFTHE BOARD OF MANAGERS i\IEETINC OFTIIE BOARD OF MANAGERS 10:30 a.m. Sunday, Jan. 14. 2()07 3 p.m. Friday ,Jan. 12.2007 Members present: Lyle Steltz, president: Joe Fox. vice presidcnt: D. .I. Leary. Present: Prcsident Lyle Steltz: Joe Fox: D. .J. Leary: Denny Bakcr: .lim Foss:

42 vice president; Denny Baker; Jim Foss; Bob Lake; John Paulmann; AI Paulson; The f()llowing signatUl'es were submitted I(lr consideration for Society accounts Chauncey Wargin; Sharon Wessel; Jerry I-Iammer, secretary. in 2007: Also present: Karen Frost; Jim Sinclair; Steve Pooch; Brian Hudalla; Marshall General fund Gerald Hammer, Marshall Jacobson, Karen Frost and Steve Jacobson; Renee Pearson; Cheryl Iluber; Steve Grans; Gail Anderson; Dennis Pooch (any combination oftwo signatures). "I-jammer/Jacobson" signature Larson; Michelle Fickett; Swan Melstrom; Robin Goldstein; Pam Simon; Brigid imprint authorized I"r general Ii-md. McGough; Mary Pitttelko; Pam Mix; Marie LeFebvre; Danyl Vaneck; Pat Regular and fail'-period payroll Gerald Hammer, Karen Frost or Steve Pooch Hunsinger; Carol Doyle; Wally LeVesseur; Susan Lynskey; Brienna Schuette; (one signature). "Hammer" signature imprint authorized I,)r payroll funds. Timmy Bauer; Del Cerney; Mary Chung; Kent Harbison. Premium fuud Gerald Hammer, Karen Frost or Jim Sinclair (one signature). President Steltz called the meeting to order at IOAO a.m. "Hammer" signature imprint authorized I'lr premium fi-md. Oaths of otllce were administered to newly-elected members ofthe board as Security transfer resolution - Gerald I-Iammer or Marshall Jacobson. follows; Lyle Steltz of Rush City, president (one-year term); Joe Fox of Maplewood, fourth district vice president (two-year term); John Paulmann of Signature authority was approved as submitted on a motion by Mr. Leary, Gaylord, second district manager (three-year term); and Chauncey Wargin of seconded by Mr. Lake and carried (Aye-9; Nay-O). Hermantown, eighth district manager (three-year term). President Steltz presented the t'lllowing list of committee assignments fDr 2007: Mr. Leary moved, Mr. Lake seconded and motion carried to reappoint Jerry Finance Committee - Wargin, chairman; Baker; Foss; Fox; Leary; Paulson; I-Jammer of St. Paul to a one-year term as executive vice president of the Society Steltz, ex offleio; Hammer, ex officio; Jacobson, ex officio. at a salary specified by the board (Aye-9; Nay-O). Oath ofofflce was Governmental Affairs Committee - Foss, chairman; Baker; Lake; Leary; administered to Mr. I-Iammer. Paulmann; Wargin; Steltz, ex oHieio; I-Iammer, ex oHicio; K. Frost, ex otllcio; Minutes ofthe Society board meeting conducted Nov. 10,200(" were approved Mannion, ex officio. on a motion by Mr. Baker, seeonded by Mr. Paulson and carried (Aye-9; Nay-O). Honors Committee - Leary (one year): Baker (two years); Blakey (one year); Minutes of interim activities covering the period Nov. 10,2006, through Jan. 12, HudaJla (two years); Sinclair (one year). 2007, were approved on a motion by Mr. Foss, seconded by Mr. Lake and carried Life Member Advisory Committee - Schmidt, chairman: Recknor (vice (Aye-9; Nay-O). chairman); G. Frost; Hagen: Keenan; Korf1~ Maruska; Ojakangas: Prokosch; Mr. Jacobson presented the finaneial statement for Dec. 3 I, 2006; Reinhardt; Roehlke Simons; Wenzel; Steltz, ex officio; Hammer, ex oHicio; K. Frost. ex officio. MINNESOTA STATE I'~\JR CASH TRANSACTION SUMMARY Operations Committee - Fox, chairman; Baker; Lake; Paul mann; Wargin; Month Ending December 31, 2006 Wessel; Steltz, ex offieio; I-Iammer, ex offlcio; Pooch, ex officio; IludaJla, ex offlcio. GENERAL FUND ACTIVITY: Cash Balance-Nov. 30, 2006 S3,250,982 Planning Committee - Leary, chairman; Baker; Foss; Fox; Lake; Paulmann; Add; Cash Deposits S245.464 Paulson; Wargin; Wessel; Steltz, ex officio; Hammer, ex officio; Pooch, ex Less: Payroll Ending Dec. I ( 159,(37) onicio; Hudalla, ex officio. Payroll Ending Dec. 15 (161,841 ) Public Affairs Committee - Baker, ehairman; Fox; Lake; Paulmann; Paulson; Payroll Ending Dec. 29 (153,191 ) Wessel; Steltz, ex offlcio; Hammer, ex officio; K. Frost, ex officio; Pearson, ex Cash Disbursements (745,773) (974,378) officio. Cash Balance-Dec. 31, 2006 S2,276,604 Rules & Premium List Committee - Paulmann, chairman: Foss: Leary; Lake; MARKE'IABLE SECURITIES ACTIVITY: Paulson; Wessel; Steltz, ex officio; Hammer, ex officio; Pooch, ex officio. Balance-Nov. 30, 2006 S- Sales Committee - Lake, chairman; Baker; Foss; Fox; Leary; Paulmann: Add: Interest Earned Paulson; Wargin; Wessel; Steltz, ex officio; Hammer, ex officio; Sinclair, ex Securities Purchased of1icio: Larson, ex offlcio; Simon, ex officio. Less: Securities Redeemed Balance-Dec. 3 I, 2006 5- State Fair Foundation Nominating Committee - Fox, chairman; Paulson; Wargin: Hammer; three members appointed by Foundation board. BUILDING FUND ACTIVITY: Balance-Nov. 30,2006 S444 Aller discussion, the committee assignments were approved on a motion by Mr. Add: Interest Earned S I Foss, scconded by Mr. Baker and carried (Aye-9: Nay-O). Securities Purchased President Steltz presented the 1,)lIowing board liaison and department Less: Securities Redeemed superintendent recommendations I(lr 2007: Balance-Dec. 3 1.200(, S445 Administration - Foss CONSTRUCTION FUND ACTIVITY: Seniors - Paulson (Marge Krueger, superintendent) Balance-Nov. 3(), 2006 512,321 Add: Interest Earned 55 Competition - Baker Balance-Dec. 3 I, 2006 512,376 Bee Culture Wargin (Winnie .lohnson, superintendent) Beef Cattle - Fox (Chuck Sehwartau, superintendent) CASH BALANCES FOR MONTH ENDING DECEMBER 31: Christmas Trees - Wargin (Greg Ustruek, superintendent) ZOOS 2006 Creative Activities - Leary (Curt Pederson, superintendent) General Fund 52,786,508 52,276,604 Dairy Cattle - Paulson (Larry Tande, superintendent) Petty Cash 5,IO() 5,600 Dairy Products - Wargin (Gene Watnaas, superintendent) Marketable Securities Dog Trials - Baker (,JoAnna Yund, superintendent) Building Fund 443 445 Education - Paulson (Burt Knandel, superintendent) Construction Fund I 1,789 12,376 English Horses -Paulmann ((jary Florke, superintendent) Total Cash Balances SZ,803,840 S2,29S,02S Farm Crops - Wargin (Ron Kelsey, superintendent) Fine Arts - Wessel (Bob Meyer, superintendent) After discussion, the statcment was approved on a motion by Mr. Wargin, Flowers - Wargin (Phyllis Andrews, superintendent) seconded by Ms. Wessel and carried (Aye-9: Nay-()). 4-H - Fox (Brad Rugg, superintendent) Fruits - Wargin (Louis Quast, superintendent) Bremer Bank was designated as the depository for the Society's general fund, FFA - Leary (paul Day. superintendent) premium fund and payroll accounts I(lr 2007 on a motion by rVlr. Paulmann, Goats - Foss (Kevin LeVoir, superintendent) seconded by Mr. Fox and carried (Aye-9; Nay-O). Llamas - Wargin (.len Rouillard)

43 Milking Parlor - Foss (Doris Mold, superintcndent) items were approvcd on a motion by Mr. Fox. secondcd by Mr. Paulson and Poultry - Lake (John Thomforde, superintendent) carricd (Aye-5; Nay-D). Sheep - Wessel (Gordy Toenges, superintendent) Mr. I-Jammcr revicwed a proposalli'om the I~lir's public representation lirm Swine - Leary (Jcrry I-lawton, superintendent) McGrann Shea Anderson Carnival Straughn & Lamb, Chartered to I~leilitate Vegetablcs - Wargin (Phil Klint, superintendcnt) legislative initiative that restorcs the statutory provision allowing thc Statc Fair Western Horses - Paulmann (Gloria Engcr, supcrintendent) to rctain sales tax earned on tickets sold by thc State Fair, provided that thc Entcrtainment - Baker foregonc tax is dcdieated to capital improvemcnts to thc State Fairgrounds. Afier Grandstand Production - Fox (Brutus Schwirtz, supcrintendent) discussion, thc committcc recommcndcd board approval of the proposal on a Heritage Exhibits - Wcssel (Jan Bankey, supcrintcndcnt) motion by !vir. Paulmann, secondcd by Mr. Fox and carried (Ayc-5; Nay-O). Financc - Lake Thc committec meeting was adjourned on a motion by Mr. Paulson, seconded by Tickct Audit - Paulson (Dick Rcinhardt, superintendent) !vir. Fox and carried (Ayc-9; Nay-O). Ticket Salcs - Paulmann (Kcn Wagner, superintendent) RULES & PREMIUM LIST COMMITTEE Marketing - Lake Members present: Paulmann, chairman; Foss; Leary; Lakc; Paulson; Wcsscl; Operations - Baker Stcltz, cx officio; Hammer, ex oflleio; Pooch, cx officio. Admissions - Foss (Dave Woodis, superintendent) Park & Ride - Wargin (Dick Andcrson, supcrintcndcnt) Chairman Paulmann called the mecting to ordcr. Parking - Paul mann (Ron Vannclli, superintendent) Authority was grantcd to Mr. Hammer's dclegate to makc adjustmcnts in rules, Public SafCty - Leary (Art Blakey, supcrintcndcnt) rclease dates and prcmium allocations for competitive dcpartmcnts in accordanec Salcs - Lakc with guidelincs establishcd by thc Socicty's 2007 budgct on a motion by Mr. Attraction Ticket Takers - Fox (Marty Rossini, supcrintendent) Foss, secondcd by !vir. Lake and earricd (Ayc-5; Nay-O). After discussion, the liaison and superintcndcnt assignments wcre approved Mr. Pooch updatcd thc committee on the '06 4-H market livcstock show. as presented on a motion by Mr. Baker, secondcd by Mr. Paulson and carried Information only; no action rcquired. (Ayc-9; Nay-D). The rules & prcmium list eommittcc was adjourncd on a motion by Mr. Leary, Presidcnt Steltz declared the board meeting in reccss for committee meetings. sccondcd by Mr. Lake and carried (Ayc-5; Nay-D).

OPERATIONS COMMITTEE FINANCE COMMITTEE Members pt'esent: Fox, chairman; Baker; Lake; Paul mann; Wargin; Wesscl; Members present: Wargin, chairman; Bakcr; Foss; Fox; Leary; Paulson; Stcltz, Steltz, ex officio; Hammer, cx officio; Pooch, cx officio; Hudalla, cx officio. cx officio; Hammcr. cx officio: Jacobson, cx officio. Chairman Fox called the mceting to ordcr. Chairman Wargin called the mccting to ordcr. Mr. J-Iammcr prcscntcd the following gate admission policy for thc '07 State Fair Mr. Hammer prcsented thc opcrating, maintcnance and improvcmcnts budgcts for considcration: approved .Ian. 13 by the board's planning committee. Aficr discussion, thc budgets wcre approved as presentcd on a motion by Mr. Baker, secondcd by Mr. "Entry into the Minnesota State Fair shall be contingcnt solely upon the Paulson and carried (Ayc-5; Nay-D). prescntation and surrendcr ofa valid ticket of admission in accordancc with thc most currcnt schcdule ofgate prices as cstablished by thc board of managers." Mr. .Iaeobson revicwcd bond activity rclated to the Grandstand improvemcnt project. The rcport was approved on a motion by Mr. Baker, secondcd by Mr. Thc policy was approved on a motion by Mr. Bakcr, seconded by Mr. Lakc and Leary and carried (Aye-5; Nay-O). carried (Aye-5; Nay-O). The finance committee meeting was adjourned on a motion by tvlr. Leary, Aftcr discussion, the jill lowing gatc admission fce schcdule was approved for the scconded by ivlr. Fox and carried (Aye-5; Nay-O). '07 State Fair on a motion by cdr. Baker, seconded by Mr. Lakc (Aye-5; Nay-D): President Steltz reconvened the mceting of thc board. Adults (13-64) 5II Scniors (65 and over) 59 Action taken by the operations, public amlirs, rules & prcmium lists and finance committecs was approved on a motion by Mr. Foss, seconded by !vir. Baker and Children (5-12) 58 carried (Aye-9; Nay-D). Kids under 5 Free Seniors & Kids Days promotions 55 ivIr. Hudalla provided background on building trades companics currcntly under Thrifty Thursday Adults & Seniors 58 contract with the Society. Following discussion, a one-year contract for the scr­ viecs of architects and engincers (Toltz, King, Duvall, Anderson and Associates, Thrifty Thursday Children 55 Inc.). a two-year contract for plumbing and heating services (McQuillan Brothers All-agcs prc-f~lir discount & parking 58 Plumbing), a two-year contract for electric (Collins Electric Inc.) and a threc­ After discussion. a samc-day auto parking fCe 01'59 pCI' vehicle was approved on year contract for carpcntry (Maertens-Brenny Construction) were approvcd on a a motion by Mr. Baker, secondcd by Ms. Wessel and carried (Ayc-5; Nay-D). motion by ivlr. Paul mann. seconded by Mr. Wargin and carried (Aye-9; Nay-O). Mr. Hammer was authorized to implemcnt flexible pricing schcdules and seating Mr. I-Jammer was authorized to set stafTsalaries according to classifications configurations fix Grandstand and Coliseum events. taking into account the and ranges established by the board in March, 2006, on a motion by !vlr. Leary, costs ofproduction. potential revenue from other sources and weather insurance seconded by Mr. Wargin and carried (Aye-9; Nay-O). premiums, on a motion by Mr. Paulmann, seconded by !vir. Baker and carricd Mr. Larson offered a report on the mecting of the Honorary Life Member (Ayc-5; Nay-O). Advisory Committee conducted earlier that morning. Mr. Larson's report was The meeting was adjourned on a motion by Mr. Lake. seconded by !vir. Bakcr accepted on a motion by Mr. Fox, seconded by Mr. Baker and carried (Aye-9; and carried (Ayc-5; Nay-D). Nay-D). Ms. Pcarson reported on the current status ofentcrtainment bookings fix the PUBLIC AFFAIRS COMMITTEE upcoming j~lir. Inli.mnation only; no action requircd. i'llembers present: Bakcr, chairman; Fox; Lake; Paulmann; Paulson; Wesscl; Mr. Leary movcd, "dr. Foss seconded and motion carried to declare the meeting Steltz, ex officio; Hammer, ex officio; K. Frost. ex officio; Pearson. ex officio. in executive session to discuss pending legal matters (Aye-9; Nay-O). Alier Chairman Baker called the meeting to order. discussion and board action. the mceting was reopened on a motion by Mr. Ms. McGough reviewed details of the proposed '07 advertising budget of Leary. seconded by tvlr. Foss and carried (Aye-9; Nay-D). 5775,000, f~lliowed by a presentation by !vls. Sehuctte on the '07 marketing plan Presidcnt Steltz acknowledged the staff jill' their outstanding efforts during the and budget of 5561.000. After discussion, the advertising and marketing budget past year.

44 The next meeting of the board was tentatively set for Thursday March 8. 3 - Thc Warner Coliseum's iee season concluded with live days of high school hoekey sectional playoffs. The meeting \Vas adjourned at II :50 a.m. on a motion by Mr. Baker, seconded by Mr. Paulson and carried (Aye-9: Nay-O). 6 - Hammer met with Faleon Heights Mayor Sue Gehrz and City Administrator Justin Miller to discuss cooperative programs. MINNESOTA STATE AGRICULTURAL SOCIETY 8 _. President Steltz, Vice President Fox and Vice President Leary met with MINUTES OF INTERIM ACTIVITIES Jan. 15 to March 7, Z007 Ofllee of thc Legislative Auditor staff as part of the Society's annual audit.

January MINNESOTA STATE AGRICULfURAL SOCIETY ]5 - Many members of the stail' and board attended funeral services for long­ MEETING OF TH E GOVERNING BOARD time State Fair employee Mark Birle 10 a.m. Thursday March 8, Z007 Libby Conference Centel; State Fairgrounds 16-17 - Hammer attended the annual convention ofthe Western Fairs Associa­ tion in Reno. Nev., where the fair's Eco Experience exhibit was honored with the iVlembers present: Lyle Steltz, president; Joe Fox, vice president; Denny Baker; WFA's Merrill Award for outstanding vision and leadership. Jim Foss; Bob Lake; John Paulmann: AI Paulson; Chauncey Wargin; Sharon Wessel; Jerry I-lammeI'. secretary. Absent: D. .I. Leary ]9-22 - Pearson attended Association for Performing Arts Presenters Conferenee in Ne\V York City. Also present: Karen Frost: Steve Pooch: Brian Hudalla; Marshall Jacobson; Mary Mannion; Renee Pearson; Cheryl Huber; Dennis Larson; Swan Melstrom; 23 - Hammer met with Foundation representatives Cady. Johnson and Miles to Danyl Vavreck; Gail Anderson; Scan Casey; Steve Grans: Carol Doyle; Tinill1Y discuss possible fund-raising projects for the Coliseum and livestock complex. Bauer; Brienna Schuette; Tim Dybevik: Michelle Barris; Susan Lynskey; Chris Anderson attended a meeting of the Ticketing Services Group at the Ordway Leach: Kay Cady; Kent Harbison. Theater in St. Paul. President Steltz called the meeting to order at 10: 12 a.m. 24 - Pearson and McGough met with representatives of KTIS Radio to discuss promotions. Minutes of Society board meetings. committee meetings and general business session conducted Jan. 12 through 14, 2007, were reviewed and approved on a 26 - Anderson met with Brenda Miller to discuss ticket sales for the Minnesota motion by Mr. Fox. seconded by Mr. Baker and carried (Aye-8; Nay-O). Horse Expo. Minutes of interim activities covering the period .Ian. 15 through March 8, 2007, 29 - Frost. Pooch and Fickett met with representatives ofGedney Inc. to discuss were approved on a motion by Mr. Baker, seconded by Ms. Wessel and carried creative activities contests and marketing. A planning meeting to discuss the '07 (Aye-8: Nay-O). Beef Expo \Vas attended by Pooch, Goodrich, LeFebvre and Fickett. Mr. Jacobson presented the financial statement f()r Feb. 28, 2007, as f()llows: 29 - Feb. 3 - Anderson attended the Intix conference and board meeting in Houston, TX. MINNESOTA STATE FAIR February CASH TRANSACTION SUMMARY 4 - Bauer and Schuctte attcnded a meeting of the Inl() Circle tourism group at the Month Ending February, Z007 RiverCentre in St. Paul. GENERAL FUND ACTIVITY: 5 - Hammer participated in an orientation session f()r new State Fair Foundation Cash Balance-Jan. 31. 2007 SI,713.071 board members Ginny Morris, Harold Krump and Ford Bell at the .J. V Bailcy Add: Cash Deposits S117,936 House. Frost, Simon and Vavreck met with Dan Spock li'om the Minnesota Less: Payroll Ending Feb. 9 (150.903 ) Historical Society to discuss potential participation at the Elir. Payroll Ending Feb. 23 ( 152,148) Cash Disbursements (455,345) (640,460) 7-9 -- Pearson attended the Concert Industry Consortium in Los Angeles, CA. Cash Balance-Feb. 28. 2007 SI,072,61 I 7-1 1- I-Iammer represented the IAFE and participated in the annual mectings MARKETABLE SECURITIES ACTIVITY: ofthe Outdoor Amusement Business Association and the National Indcpendent Balance-Jan. 3 I, 2007 S- Concessionaires Association in Sable Park. Florida, the International Add: Interest Earned Independent Showmen's Association trade show in Gibsonton, Florida, and Securities Purchased the Florida State Fair in Tampa. Sinclair attended the liSA trade show and the Less: Securities Rcdecmed Florida State Fair. Balance-Feb. 28. 2007 S- 7 - Jacobson and Frost met with Gregory Di Novis with the filCulty of the BUILDING FUND ACTIVITY: College of St. Catherine to discuss a case study ofthe filir. Goldstein, Dybevik Balance-Jan. 3 I, 2007 S445 and Barris met with representatives of Pounce internet providers to discuss web Add: Interest Earned trends and new technology. Securities Purchased 8 - Anderson, McGough and Vaneck met with representatives of Cub Foods to Less: Securities Redcemed discuss advance sale tickets and promotion programs. Frost, Pooch, Simon, Balance-Feb. 28, 2007 S445 Larson and Vavrcek met with Cay Shey Hellervich regarding plans fi)r CONSTRUCTION FUND ACTIVITY: Minnesota's Sesquicentennial Celebration in '08. Balance-Jan. 3 I, 2007 S 12,430 12 - Grans and McGough met with representatives of Metro Transit to discuss Add: Interest Earncd 50 transit for the '07 lilir. Balance-Feb. 28, 2007 SI2.480 15 - State Fair staff participated in two "Right to Know" safety training sessions CASH BALANCES FOR MONTH ENDING FEBRUARY Z8: at Libby Conference Center. Z006 Z007 ] 7 - Hammer addressed a meeting of the St. Paul Norske Torske Klubben at thc General Fund SI,576,433 SI,072.611 Prom Center in Oakdale. Petty Cash 10,100 10,600 Marketable Securities 22 Marketing and entertainment stall' visited the studio of artist Michael Building Fund 443 445 Birawer to view original artwork I()r the '07 State Fair poster. Construction Fund I 1.871 12.480 24 - Sinclair and Frost attended a meeting of the Governor's Commission f()r the Total Cash Balances SI,598,847 SI,096,136 Minnesota Sesquicentennial Celebration. After discussion, the statement was approved on a motion by Mr. Bakcr. March seconded by Mr. Paulmann and carried (;\ye-8: Nay-O). I- Hammer met with Minnesol<1 House of Representatives members Phyllis Kahn and Joe Atkins and officials of the Minnesota Lottery to diseuss legislation iv1r. Jacobson reported on the status of the audit of Society financial activity f{Jr requiring the sale of lottery tickets at the State Fair and non-lilir events. 45 2006 currcntly being conductcd by thc Office of thc Lcgislativc Auditor. building fund, amusement ride safety, school start date. strong beer sales at the Information only; no action rcquircd. fair and the state lottery's presence at the f~lir. Rcgarding the lattcr, !'vir. Fox movcd, Mr. Bakcr scconded and motion carricd dirccting Mr. Hammcr to work Mr. Hudalla prcsentcd concept drawings for a nell" Intcrnational Bazaar structurc with the lottery according to the Society's cstablished proccdures fllr liccnsing scheduled [()r construction f()llowing thc '07 f~lir. The design was approved on commercial exhibit space (Aye-8; Nay-O). a motion by Mr. Foss, seeondcd by Mr. Lake and carried (Ayc-8; Nay-O). !'vir. Hudalla offered a report on improvements and maintenance projects Ms. Frost and Ms. Schuctte prcscntcd dctails ofthc f~lir's markcting plan for '07. schcduled fllr thc coming ycar, along with a bricf prcscntation on wintcrizing As part ofthc plan, thc following gatc promotions wcrc discusscd: exhibit buildings Illr ycar-round public usc. Information only; no action requircd. Hop On Transit Day Wcdncsday Aug. 29 - $2 gatc discount for thosc who ridc Mr. Pooch presentcd an updatc on competitivc cvents, changcs in thc livcstock Mctro Transit buses to the f~lir (approvcd on a motion by Mr. Paulson, seconded industry and Coliscum cntcrtainmcnt. InflJrlmltion only; no action rcquircd. by Mr. Bakcr and carried Aye-8; Nay-O). Ms. Pearson reportcd on thc Grandstand and fi·cc cntcrtainmcnt schcdulc for thc Blue Ribbon Bargain Book Coupon - S5 return trip to thc f~lir admission ticket, upcoming t:lir. Information only; no action rcquircd. available only at the Grandstand box offlee (approvcd on a motion by Mr. Lake, seconded by Mr. Baker and carried Ayc-8; Nay-O). On a motion by Mr. Foss, secondcd by Mr. Fox and carried thc meeting was deelared in executive session to discuss legal mattcrs (Aye-8; Nay-O). Following S8 at thc Gate - $8 admission for pcrsons 13 and oldcr on Tucsday Aug. 28 discussion, Mr. Foss moved. Mr. Lake seconded and motion carried to rc-open (approvcd on a motion by Mr. Fox, scconded by Ms. Wcssel and carricd Aye-8; the mecting (Aye-8; Nay-O). Nay-O). Ms. Cady, Mr. Foss and Mr. Fox reported on State Fair Foundation activities. On a motion by Mr. Foss, secondcd by Mr. Wargin and carried, a SI,500 Infl)rmation only; no action rcquired. contribution to thc Statc Fair employec f~lIld was approvcd on a motion by !'vir. Foss, sccondcd by Mr. Wargin and carricd (Ayc-8; Nay-O). The mecting was adjourned on a motion by Mr. \Vargin, seconded by Mr. Bakcr and carried (Ayc-8; Nay-O). Mr. Hudalla prcsentcd thc following rccommcndations for changcs to Campgrounds and ovcrnight parking ratcs: Campgrounds - S9 fl)r cxtra vchicle MINNESOTA STATE AGRICULTURAL SOCIETY in a camping spacc 35 fect and longcr; Stclla Lot - S15 pcr night Il)r standard MINUTES OF INTERIM ACTIVITIES ovcrnight parking space and S20 pcr night Il)r slidcouts. After discussion, thc Mal'Ch 8 to Junc 7, 2007 rccommcndations passcd on a motion by Mr. Fox, sccondcd by Ms. Wessel and carricd (Ayc-8: Nay-O). Mal'Ch 9 - Pooch and LcFebvre attcnded a meeting of the Minnesota Purcbrcd Dairy On a motion by Mr. Bakcr. secondcd by Mr. Foss and carricd. thc board Cattle Association in Mounds View. rcafflrmcd that thc discountcd non-prolit rate flJr non-f~lir events rentals be limited to institutions carrying 501 c 3 dcsignation (Ayc-8: Nay-O). 9-11 - The Minnesota Deer Classic. prescnted by the Wildlife Heritagc Association. was held at the Warncr Coliscum. Ms. Frost prcscnted thc Il)llowing addendum to the agrccmcnt with Lanccr Inc. Il)r ycar-around concessionairc serviccs at thc Coliscum: 13 - Mix attended a meeting ofthe statc's Ramsey County .lob Security Employers Committcc. Effcctivc March 8,2007, through Oct. 21,2007, Socicty shall rcccive perccntagc payments fi'om Liccnscc according to thc fl)llowing scalc: 13-15 - I-Iammer, I-Iudalla, Fickctt, LcFcbvre, Schultz. Barnctt, Baucr, Hunsinger and Grubcr attended the IAFE Spring Seminar on f~lCilities and ofl~season events a. For combincd food and non-malt bcvcragc salcs fi'om alloutlcts for onc in Des 'vloines. Iowa. day, if gross rcceipts total S750 or less, Liccnsec shall pay Socicty 5'!!" of 14 - Cerney attcnded a mccting ofthc Society ofConsumcr Amlirs gross sales. Professionals. b. For combined fl)od and non-malt bevcragc salcs from all outlcts fllr onc day, if gross rcceipts total S750.0 I to S I,500, Liccnscc shall pay Society 15 - Frost. Pcarson and Simon met with .Ianc Leonard. cxccutive director of the 1(y~;;) of gross sales. Minnesota Scsquicentcnnial, to discuss potential fair participation. c. For combined I()od and non-malt bevcragc sales li'om all outlcts Illr a 16-18 - The Super Golf Sale, prcscnted by Blue Star Productions, was held at thc pcriod of onc day, ifgross rcccipts total $ I,500.0 I or morc, Liccnscc Warner Coliseum. shall pay Society 2(Y>;) orgross sales. 20 - Hammcr tcstificd befl)re the Minnesota Senatc tax committce on a bill that The addcndum lI"ill bc rcvicwcd at thc conclusion ofthc 2007 evcnts scason. returns thc cxcmption for sales tax on tickets sold, provided thc foregone tax is dedicatcd to capital projccts; Fox and Pearson also attcnded the hcaring. Alicr discussion. thc addcndum was approved on a motion by Mr. Fox. sccondcd by Mr. Paulson and carricd (Ayc-8; Nay-O). 21 - Hammcr and Sinclair attcndcd a hearing on amuscmcnt ridc safety Icgislation bcl~lre the Minncsota Senate's busincss, industry and jobs Ms. Frost and !'vls. Anderson prcscntcd thc fllilowing proposal Il)r on-I inc tickct committee: follo\ving the hearing. Sinclair and representatives ofj'vlinncsota's purchasc fccs: carnival industry mct with bill sponsor Sen. .Iohn Marty to discuss the Onlcl' total Fcc legislation. Grans and McGough met with rcprescntativcs of Metro Transit to S I-50 0'" discuss the upcoming filir. Schuettc olfercd a presentation at the University of S51-$ 100 $5 Minnesota's fcstivalmanagcment scminar in Walker, Minn. rvlix attended a SIOI-S500 SIO mceting ofthc St. Paul Human Resources Association. S501-S800 SI5 22-25 - Hammer attcnded thc annual meeting oJ'the rvlid-West Fairs Association S80 I and morc S20 in Nashville. Tenn. 24 - Frost met with .lane Lconard and Susan Warner to discuss a potcntial large "'Option for customcrs. Wcb sitc will prompt thcm to add $5 handling fce for mosaic to be created at the lilirgrounds Il)r the state's '08 sesquicentennial UPS dclivery. All ordcrs ofS51 and ovcr will automatically be chargcd thc celebration. UPS ICc. 24-25 - The Minnesota Wcapons Collectors Association presented thcir annual Alicr discussion. thc on-I inc box officc fces wcrc approvcd on a motion by wintcr show at the Warner Coliscum. !'vir. Paulson, sccondcd by Ms. Wessel and carried (Ayc-8; Nay-O). 25 - Frost attended a meeting ofthc Hamline University Neighborhood l'vlr. Hammer presented background on thc Society's acquisition and subsequcnt Coalition to discuss plans I~)r banners on Snelling Avenue. Icasing of the Bayou Bob's structurc at 1726 Dan Patch Ave.; on a motion by Mr. Baker. seconded by !'vis. Wesscl and carried. transfcr of the structure to 26 - Andcrson attended a meeting of the Ticketing Scrvices Group at the Dallas Simonctte I(lr S 14.000 was approvcd (Ayc-8; Nay-O). rVlinnesota Scicncc Museum. Mr. Hammer ofTered anupdatc of the current Icgislative session and matters 26-28 - Casey and Leach along with board members Stcltz. Baker. Foss. potentially alTecting the Soeicty including rcestablishment of the State Fair 46 Paulmann, Paulson. Wargin and Wessel attended the IAFE Zone 4 conference in Partncrship to discuss promotions I~)r the upcoming fair. Abcrdecn, S. D. 2 - Sinclair mct with Skip Johnson and Michael Mader of Rivcr RaJi Ride, Inc., 27 - Hammer testified before thc Minncsota I-louse tax committcc on the filir's to discuss operations at thc upcoming fair. sales tax exemption hi II. 4-6 - The Sahara Sands Spring Classic Horse Show was held at thc Warner 27-28 - Anderson participatcd in the Step-Up program at the Univcrsity of Coliscum and livestock complex. Minnesota. 5 - The Statc Fair mascots appeared in West St. Paul's Cinco de Mayo paradc. 29 - McGough, Schuette and Weinfurtner mct with thc Governor's Council on 5-6 - Thc Living Grccn Expo was prcscntcd at the Grandstand and nearby park Fire Prevcntion. areas. 29-31 - Hammer attcnded and addressed the IAFE Zonc 2 mceting in Myrtle 6 - Gopher State Buick's Spring Extravaganza Car Show & Swap Mect was Bcach, S.c. conducted on Machinery Hill. The Northland Antique Toy, Doll and Advertising 29 - April I- The St. Paul Osman Shrine Circus was held at the Warncr Show was held at the Progrcss Ccntcr. Coliseum. 8 - Thc Minnesota Employcc Rccrcation and Scrvices Council Tradc Show was 30 - Sinclair, Vavreck and Simon mct with representatives of the Minnesota State held at thc Progrcss Center. Mix attendcd a mccting of the state's Ramsey County Lottery to discuss promotion and sponsorship opportunitics for thc '08 State Fair. Job Security Employcrs Committec. Sinclair and Simon mct with rcpresentatives of the Minnesota Twins to discuss a baseball cxhibit at the '07 filir. April 2 - Frost, Schuettc and McGough met with Greg DiNovis, a professor at the 8-9 - Anderson attcnded an Intix mccting in Chicago, Ill. College of St. Catherine, to discuss details ofa class project related to the lilir. 9 - McGough and Schuctte mct with represcntatives fi'om thc U.S. Figure Skating 3 - Sinclair met with Don McClure of D.M.C., Inc. (Skyridc operators) to discuss Association to discuss promotions. Cerncy attcnded a mceting of the Socicty of Skyridc ticketing and maintcnance for the '07 Statc Fair. Consumer Affairs Profcssionals. 10- Hammer met with representativcs of St. Paul's District 10 neighborhood 9- I2 - Thc YMCA of Greatcr St. Paul's Spring Garage Sale was held at the council. Pooch, Fickctt and LcFcbvre attcndcd thc Minnesota Agri-Womcn Merehandisc Marl. Leadcrship Confercnce in Chanhasscn. 10 - The Statc Fair Foundation's corporate governance committec met at the J I - Schuette attcndcd a program on traditionalmcdia and emcrging technology. J V Bailey House. Sinclair participated in a tcleconfcrcnce mceting of the IAFE Ccrney attended a mceting of the Socicty of Consumer AfTairs Profcssionals. industry relations committee. 14-15 - Thc Gopher State Timing Association Rod & Custom Spectacular was 10-13 - The FA.S.H. Saddlebred Horse Show was held at the Warner Coliscum hcld at thc Warncr Coliseum. and livcstoek eomplcx. 16 - Andcrson attcndcd a mccting of the board ofTickcting Serviccs Group in 11-13 - The Fricnds School of Minnesota Plant Sale was held at the Grandstand. Minncapolis. 15 - Pooch and Fickett mct with reprcscntativcs of the Minncsota Pork Produecrs 16-19 - Training sessions for Scars powcr equipment employees wcre held at the regarding their Oink Booth display in thc Swine Barn. Pooch and Fickett mct Mcrchandise Mart. with Mac Godue of the Royal Canadian Mounted Pol icc regarding their appearances at the '07 lilir. Anderson partieipatcd in a training session for the 19 - Thc Statc Fair Foundation's developmcnt committcc mct at thc J. V Bailey Step-Up program, conducted by the Minncapolis Star Tribune. Housc. 16 - Hammer addrcssed a meeting of the Skylight Club, conducted at the CHS 19-2 I - Andcrson attcnded a board mccting of Intix in Washington, D.C. Miracle of Birth Centcr. Thirteen staff mcmbers participatcd in a customer 20 -A training session for full-timc staff was conductcd at the Libby Confcrcnce service cyber seminar prescnted by the IAFE. I·lammer and Sinclair met with Ccntcr. Kcnt Harbison to discuss pcnding legal matters. 21-22 - Primc Promotions Antiquc Spcctacular and Flea Markct was held at the 18 - Pooch attendcd thc funcral oflong-timc cattlc exhibitor Jim Bryan. Pearson Grandstand and Infield. The Minncsota Wcapons Collectors Association spring and Hudalla addrcsscd a mecting ofthe Minnesota Chapter ofthc National show and sale was held at the Education Building. Thc iVlinneapolis St. Paul Institute ofGovernmcntal Purchascrs, held at the Libby Conference Cenler. Spring Military Rclic Show lVas hcld at thc Progress Ccnter. 18-20 - The North Star Water Color Society presented their Watercolor Art Show 23 - Steltz, Fox, Lcary, I-Iammer and Sinclair met with Kcnt Harbison to discuss at the Arts Ccntcr. pending Icgalmatters. Hammcr mct with Bill McGrann and Joe Bagnoli of 19 - The Spring Model Railroad and Hobby Sale was held at the Education McGrann Shca rcgarding legisl

47 MINNESOTA STATE AGRICULTURAL SOCIETY The percentage fecs above represent the fee(s) payable to the Minnesota State MEETING OFTHE SALES COMMITTEE Fair on receipts Ii'om ticket sales. Percentages are applied as follows; statc sales 9 a.m. ThUl'sday June 7, Z007 tax (6.5%) is deducted li'OI11 gross receipts and reconcilement between the Libby Conference Center, State Fairgrounds Minnesota State Fair and concessionaires is made on the nct of tax balance. Members present: Bob Lake, chairman; Joe Fox; D. J. Leary; Denny Baker; After discussion, the percentage fees were approved as presented on a motion by Jim Foss; John Paulmann; AI Paulson; Chauncey Wargin; Sharon Wessel; Lyle Mr. Bakcr. seconded by Mr. Foss and carried (Aye-8; Nay-O). Steltz, ex officio; .Jerry 1·lammer. ex officio; Jim Sinclair, ex officio; Dcnnis Larson, ex oflicio; Pam Simon, ex oflicio. Mr. Sinclair presented the following recommendation for a concessionaire to serve Minnesota-madc wine as part ofthe Minnesota Farm Winery Association's Also prescnt: Karen Frost; Brian Hudalla; Marshall Jacobson; Mary Mannion; exhibit in the North Hall ofthe Agriculture-Horticulture Building during the Renee Pearson; Cheryl Huber: Steve Grans; Swan Melstrom; Sean Casey; 2007 State Fair. Tiffany Bauer; Danyl Vavreck; Wally LeVesseur; Carol Doyle; Brienna Schuette; Susan Lynskey; Maria McCullough; Steve Pooch; Gail Anderson; Mary Pittclko; Mintahoe Hospitality Group Catering Block 45 Ag.-Hort. Bldg., North Hall Pat Hunsinger; Dianna Rice; Kay Cady; Kent Harbison. (Kelvin Lee) Minnesota produced wine only. Chairman Lake called the meeting to order at 9 a.m. After discussion, the concessionaire was approved for a license on a motion by Ms. Wessel, seconded by Mr. Fox and carried (Aye-7; Nay-O; Leary abstained). Mr. Sinelair summarized the following additions and changes to the list of2007 ticket prices for attractions licenscd on a percentagc-oI~revenue basis. An alcoholic beverage service limit of two beverages per purchase Ii'om all outlets licensed by the I~lir to sell beer and/or wine during the fair and at non-fair events was approved on a motion by Mr. Paulson, seconded by Mr. Paulmann and carried (Aye-8; Nay-O). D.M.e., Inc. Skyride 53.00 one-way Summary reports ofthe ride and game attractions booked on the Mighty Midway (5 .25 increasc) and Kidway for the 2007 State Fair were presented by Sinclair. Information only; 55.00 round trip no action required. (5 .50 increase) Mr. Larson, Ms. Simon and Ms. Vavreck presented a review of new exhibits, concessions and sponsors licensed to datc fix the 2007 I~lir. Infi.Jrmation only; no action required.

River Raft Ride. Inc. Raft Ride 53.50 On a motion by Mr. Fox, scconded by Mr. Foss and carried, the meeting was Pirate Tag 52.50 adjourned at 9:58 a.m. (Aye-8; Nay-O).

MINNESOTA STATE AGRICULTURAL SOCIETY Super Stock Racers, Inc. Go-Carts 56.00 for driver MEETING OF THE GOVERNING BOARD 54.00 for passenger 10 a.m. Thursday Junc 7, Z007 Libby Confcrcnec Ccnter, Statc Fairgronnds Mcmbcrs pl'cscnt: Lyle Steltz, president: Joe Fox; D. .I. Leary; Jim Foss; John Paulmann; Sharon Wessel; Bob Lake: Denny Baker; Chauncey Wargin; '" = Change - Eliminate savings of 5 .50 Ii'om opening until noon on Thurs., 8/23 AI Paulson; .Jerry Hammer, secretary. (Thrifty Thursday). Mon., 8/27 (Seniors & Kids Day), Thurs., 8/30 (Scniors Day) Also prcscnt: Karen Frost; Brian Hudalla: Steve Pooch; .lim Sinelair: Marshall and Mon., Labor Day, 9/3 (Kids and Last Chancc Day) prcviously approved Jacobson; Renee Pearson; Mary Mannion; Cheryl Huber; Dennis Larson; Pam ** = Ncw ticketcd percentage attraction in 2007 Simon; Gail Anderson; Swan Melstrom; Sean Casey; Tin~lI1Y Bauer; Wally LeVesseur; Danyl Vavreek; Carol Doyle; Mary Pittelko: Brienna Schuette; Susan Attraction underlincd is located in Advcnturc Park, which opcrates on a ccntral Lynskey; Dianna Rice; Maria McCullough; Kay Cady: Kent Harbison. ticket system. The meeting was called to order at 10:05 a.m. by President Steltz. After discussion, thc ticket priccs passcd as prescntcd on a motion by Mr. Wargin, secondcd by Mr. Paulson and carried (Ayc-8; Nay-O). Minutes of the Society board meeting conductcd March 8, 2007, were approved on a motion by Mr. Fox, seconded by Ms. Wessel and carried (Aye-9; Nay-O). The following additions and changes to the list ofattractions licensed for presentation on a percentage-ofrevenue basis for the 2007 I~lir were presented Ms. Bauer provided a review of non-Llir events. Following discussion, minutes by Mr. Sinclair: of interim activities for the period March 8 through June 7, 2007. were approved on a motion by Mr. Baker, seconded by Ms. Wessel and carried (Aye-9; Nay-O). Sales committee action taken earlier in the day was approved on a motion by D.M.e., Inc. Skyride Mr. Lake, seconded by Mr. Baker and carried (Aye-9; Nay-O). IV1r. Jacobson presented financial inj~)J'mation for May, 2007, as j~)lIows:

MINNESOTA STATE FAIR River Raft Ride. Inc. Raft Ride & Piratc Tag O'X, up to 20% CASH TRANSACTION SUMMARY 580.000: Month Ending May 3 I, Z007 IO'X, of GENERAL FUND ACTIVITY: S80.000­ Cash Balance-Apr. 30. 2007 S238.921 S150.000; Add: Cash Deposits S2,155,573 25(~/;) over Less: Payroll Ending May 4 ( 186,(27) SI50J)OO Payroll Ending May 18 (218.069) Cash Disbursements (1,189,658) 561,819 Cash Balance-Iv1ay 31,2007 S800.740 MARKETABLE SECURITIES ACTIVITY: Balance-Apr. 30, 2007 S- Add: Interest Earned '" ,0 Previously approved on January 12, 2007 25% Securities Purchased New ticketed percentage attraction in 2007 Less: Securities Redeemed Attraction underlined is located in Adventure Park, which operates on a central Balance-May 31,2007 s- ticket SYStC111. 48 BUILDING FUND ACTIVITY: Eat Your Heart Out Catering 8/22-9/4 SI5,OOO.OO Grandstand Balance-Apr. 30, 2007 S445 advance plus Add: Interest Earned balance of approved Securitics Purchased invoices Lcss: Securities Redcemed Balance-May 3I, 2007 S445 Freestylc Productions, Inc. 8/23-9/3 S51,847.00 Grandstand (Video) CONSTRUCTION FUND ACTIVITY: PE.S.O., Inc 8/23-9/3 SI4.50/hour Grandstand Balance-Apr. 30, 2007 S12,588 (Concert Ushers) Add: Intcrest Earncd 56 Balancc-May 31,2007 SI2,644 Prcmier Global Productions 08/23-9/3 S72.667.00 Grandstand (Stage & Roo!) CASH BALANCES FOR MONTH ENDING MAY 31: - _ _-_ ------. 2006 2007 Theatrical Media Scrvices 8/23-9/3 S28,500.00 Grandstand General Fund SI,933,965 S800,740 (lights) 5,100 Pctty Cash 5,100 Plaid Paisley Entcrprises, 8/23 S227,OOO plus Grandstand Marketable Securities Inc. Os/o Brad Paisley 85%) over Building Fund 443 445 S400,OO.OO plus Construction Fund 12JJIO 12,644 S55,OOO.OO production Total Cash Balances $1,951,518 $818,929 ...... -- ---._.. - -- C.S.E. Os/o Jack Ingram 8/23 S6,OOO.00 Flat Grandstand After discussion, the financial statemcnt was approvcd on a motion by Mr. Fox, Firei1y Entertainment, Inc. 8/23 S6,OOO.OO Flat Grandstand scconded by Mr. Paulson and carricd (Aye-9; Nay -0). f/s/o Taylor Swift

Mr. Jacobson presentcd payroll projections for the '07 fair totaling S2. I million Sosume Touring, Inc 8i24 S129,000.00 Grandstand for 75 fair-time departments. After discussion, the payroll projections were Os/o Goo Goo Dolls plus 85%, approved on a motion by Mr. Paulmann, seconded by Mr. Baker and carried over S250,OOO.00 (Aye-9; Nay-O). plus S5,500.00 catering Mr. Hammcr and Mr. Jacobson revicwcd that status of thc audit currently being conductcd by thc Ollice of the legislative Auditor. No formal board action on lifchouse Touring, Inc. 8/24 SI5,000.00 Flat Grandstand the audit required until after the OlA's report is complete. Osio lifehouse Mr. Hammer introduced the following Grandstand ticket policy for Dutchess, Inc. 8/25 S225,OOO.OO plus Grandstand considcration: Oslo Fergie 75'1(, over S300,OOO.00 Complimentary tickets for Grandstand performances - the numbers of which arc limited, controlled and accounted J~Jr according to current entertainment industry laguanic Music & Filmworks, 8/26 S50,OOO.OO Grandstand Inc. Oslo Joan Jett plus 75% standards - arc available for Society usc. These tickets arc distributed to and over S200,OOO.OO accounted for by the Society's board of managers and senior executive staff at the direction of the exccutive vice presidcnt. The tickets arc to be used for busincss Fountains of Wayne, Inc 8/26 S3(),OOO.OO Flat Grandstand and promotional purposes, stalT incentives, volunteers, contributors, sponsors, Oslo Fountains oCWayne agents, guest and community relations, news mcdia, the Statc Fair Foundation Tonic Sol-l~l 8/27 S6,OOO.OO Flat Grandstand and other purposes at thc discrction of mcmbers of the board of managers and senior executive stall' consistent with Internal Revenue Service regulations and Vince Gill Tours. Inc. 8/29 S9I,OOO.O() plus Grandstand state statute. Sale ofcomplimentary tickets is prohibited, as specified on the 1~lce Oslo Vince Gill SY% over ofthe tickets. When practical, unuscd tickcts arc to be rcturned to thc box office S225,OOO.OO plus S7,OOO.OO production prior to thc pcrformancc. Aftcr discussion, thc policy was adopted as prcsentcd on a motion by Mr. lcary, King Road Shows, Inc. 8/30 SI 15,000.00 plus Grandstand I/s/o 13.13. King 85 11;) over seconded by Mr. Wargin and carricd (Aye-9; Nay-O). S358,IOO.OO Mr. Hammcr rcvicwcd thc rcccntly-concludcd session of the rV1inncsota AI Green Music Company 8/30 S85,OOO.00 Flat Grandstand legislature. Information only; no action requircd. Oslo AI Green Mr. Iludalia presented a conceptual plan for the new Bazaar structure and Etta James Enterprises 8/30 S53,500.00 Flat Grandstand restroom complex. Aftcr review and discussion, thc concept was approved on a Oslo Etta James motion by Mr. Bakcr, seconded by rV1s. Wessel and carried (Aye-9; Nay-O). A Prairie Home Companion 8/31 60% nct box Grandstand Ms. Pearson presentcd an overview ofthe entertainmcnt program ftJr the office receipts upcoming f{lir, and presentcd the ItJllowing Grandstand and fi'ee entertainment plus S500.00 contracts ftJr consideration: production Icc

CONTRACTOR DATES TERMS VENUE MercyMe, Inc 9/1 S50,OOO.OO Grandstand Oslo MercyMe plus 75'% Americana Firc\vorks 8//23 -9,/] S35,OOO.OO Grandstand ovcr S170,000.00

A.S.I.A .. Inc. 8/.'23 9;/3 SI7.30/hour Grandstand Sandaled Feet Ministries. 9/1 S7,500.00 Flat Grandstand (Concert Security) Oslo Aaron Shust ASL Intcrpreting Scrvices 8../23----9/'] S950.00/shc)\\ Grandstand Del' Lepp, Inc. 9,/3 S400,OOO.OO Flat Grandstand Cs.o Del' Leppard Brutus, Inc. 6/1-9/3 S18,847.00 Grandstand Babe, Inc. S50,O()0.OO Bandshell 8,./23---9/3 S60,OOO.O() Clair Brothers Audio Grandstand f's'o Dennis DeYoung Tonight Enterprises, Inc. (Sound) John Holm. Inc. f'!s/o 8,./25-8 .../26 S12,000.00 Bandshell The Johnny Holm Band Tonight

(ireg Brown 8,./27-8 ../28 SI9.500.00 Bandshell Tonight

49 The Refugee All Stars of 8/29-8/30 S12,SOO.OO Bandshell Robert Bell fls/o 8/29-8/30 SuOO.OO Bazaar S.L Inc. Oslo Sierra Leone's Tonight The Twin Cities Hot Club Refugee All Stars Larry Yazzie 8/31-9/1 S3,OOO.OO Bazaar Marty Winer 8/31 - 9/1 SI6,OOO.OO Bandshell fls/o The Native Pride Dancers Oslo Liverpool Legends Tonight Karen Kleinspehn fls/o 8/31-9/1 S2,2S0.00 Bazaar Starship Starring 9/2-9/3 S3S,OOO.OO Bandshell The New Riverside Ramblers Mickey Thomas 'I(might Rita Mustaphi fls/o 9/2-9/3 SS,OOO.OO Bazaar Marcoux Corner 8/23-8/24 S4J)OO.OO Bandshell Katha Dance Theatre

Ryan Shupe 8/23-8/24 SI2,OOO.OO Bandshell Curt Obeda fls/o 9/2-9/3 S3.500.00 Bazaar & the Rubberband Willie Walker and The Butanes LLC fls/o/ Scan Emery 8/23-9/3 S10,200.00 Family Fair Ryan Shupe & the Rubberband at Baldwin Park Jason D. Williams 8/2S-8/26 SIO,OOO.OO Bandshell John Allgaier 8/23-9/3 S30,360.00 Family Fair Gene Watson Enterprises, Inc. 8/27-8/28 SIO,OOO.OO Bandshell fls/o BC Characters at Baldwin Park fls/o Gene Watson -""------_._- StageCoach Theatre 8/23-8/28 S4,SOO,OO Family Fair Unele Earl Music LLC 8/29-8/30 S7,OOO.OO Bandshell Arts Schools at Baldwin Park I;s/o Uncle Earl Sheltered Reality 8/29-9/3 S3,OOO.00 Family Fair Billy Joe Shaver 8/29-8/30 SIO,OOO.OO Bandshell at Baldwin Park

Four Shadow 8/3 1-9/ I SS,OOO.OO Bandshell Charlie Parr 8/23-8/24 S800.00 Heritage Square

Catherine Britt 9/2-9/3 SI0,000.00 Bandshell Craig Ebel 8/23-8/24 SIAOO.OO Heritage Square f/s/o Craig Ebel & DyVersaCo C. Willi Myles 9/2-9/3 S3,OOO.OO Bandshell Kevin Kniebel 8/23-8/24 S3,OOO.OO Heritage Square Aerial Emery 8/23-9/ I SI,SSO.OO Bazaar tJs/o Pert Ncar Sandstone Twilight Showcase Glen Everhart 8/25-8/26 S2,SOO,OO Heritage Square

Knock WooeL LLC 8/25-8/26 51,2S0.00 Bazaar Dee Scott fls/o Minnesota 8/25-8/26 53,17S.00 Heritage Square 1/s/0 James Wedgwood Twilight State Fiddle Contest Showcase Jeb Schoonover 8/2S-8/26 54,000.00 Heritage Square Mikelle Budge 8/25-8/26 51,2S0.00 Bazaar fls/o Hacienda Brothers Oslo Mary Mack Twilight Sue Edwards 8/27-8/28 52,SOO.OO Heritage Square Showcase Oslo Tina and Lena Mary Rowles 8/27-8/28 SI,200.00 Bazaar Tommy Horton 8/27-8/28 SS,OOO.OO Heritage Square Twilight Showcase Deke Dickerson 8,/27-R/28 53,000.00 Heritage Square

Nicholas Anthony 8/27-8./28 51,200.00 Bazaar Quillan Roe 8/29-8/30 5 IAOO.OO Heritage Square Twilight fls/o Roc Family Singers Showcase Art Blackburn 8/29-8/30 53,000.00 Heritage Square Scott Novotny 8/31-9/ I 51,2S0.00 Bazaar fls/o Monroe Crossing Twilight Showcase The Derailcrs 8/29-8/30 SS,OOO.OO Heritage Square

Sami Dare, Inc. 9/2-9/3 S1,800.00 Bazaar Steve Kaul 8/31-9/1 S900.00 Heritage Square fs/o Sami Dare Twilight h/o The Brass Kings Showcase David Tousley 8/31-9/1 S3,17S.00 Heritage Square Kico Rangel 8/'23-8/24 S2AOO.OO Bazaar fs/o Minnesota Flatpicking Os/o Kieo Rangel Guitar and Duet Championship & Los Amigos Dale Watson 8/3 1-9/ I SS,OOO.OO Heritage Square Hung Trinh 8/23-8/24 S4,OOO.OO Bazaar Bob Bistodeau 9/2-9iJ 5 IAOO.OO Heritage Square h/o B-Jam f/s/o The Bistodeau Jose Curbello 8,./25-8,/26 S2,SOOOO Bazaar Fam iIy Band fls/o Los .I efes Brian BUCggCll 9/2-9/3 S4,OOO.OO Heritage Square Didier Armstrong 8/2S-8/26 54,000.00 Bazaar h/o Brian Brueggen & f"s,/o Yawn The Mississippi Valley Dutchmen

Dan Nev,don fls/o 8,.... 27-8.../28 S2,7S0.00 Bazaar Andra Suchy 9.2-9/3 S3,OOO.OO Heritage Square Calc Accordian Orchestra fs/o The Dollys

John Sjogren 8,../27-8,../28 S1,600.00 Bazaar Past Presentations LL(' 8,./23-9,.... 3 SSAOO.OO Heritage Square fs/o The Tim Malloys (Log Cabin)

Bolivar Burga 8/29-8,30 5I,SOO.OO Bazaar Roger Abrahamson R<~3-9,:"'3 53,000.00 Heritage Square fs/o Atahualpa (Woodturner Blacksmith Shop) 50 Honky Tonk Hall of Fame 8/23-9/3 SI2,000.00 Heritage Square Patrick Gallivan 8/27-8/28 S600.00 Ramberg I"s/o Paddy Gallivan Lumbeljack Sports 8/23-9/3 S33.000.00 North Woods 8:. The Gallivanteers International Bob Bovee 8/27-8/28 SIAOO.OO Ramberg &. S42,500.00 Mark Mullcr Steve Gareri 8/23-9/3 The X-Zone lis/o Bob Bovee 8:. Gail lIeil fis/o 3rd Lair Skate Park Wally Pikal 8/29-8/30 SI,650.00 Ramberg Nerveless Nocks, Inc. 8/23-9/3 S16,800.00 The X-Zone .lim Berner 8/29-8/30 S750.00 Ramberg Peter Nohncr 8/23-8/30 SI,500.00 Old Iron Show 1Js/o PLNCO, Inc. Joey Johnson 8/31-9/1 SI,200.00 Ramberg Fs/o Joey Johnson Band Bob &. Judy Wilson 8/23-9/3 S900.00 Old Iron Show Ralph Hepola 8/31-9/1 S750.00 Ramberg S400,00 Gordy Lefcbvre 8/23-8/26 Old Iron Show Fs/o Route 3 Henry Reincr 8/27-9/3 S600.00 Old Iron Show Sonia Larson 9/2-9/3 SIJ)OO.OO Ramberg Dec Scott 8/31-9/3 S200.00 Old Iron Show lis/o The SPAMETTES Singing Group Ken Scott 8/3 1-9/3 S200.00 Old Iron Show Jack Norton 9/2-9/3 S750.00 Ramberg .lames Quirk 8/24-8/31 S599.00 Old Iron Show Alier discussion, the contracts were approved as presented on a motion by Tri-Statc Judging Association 8/23-9/2 S3.410.00 Parade Mr. Leary, seconded by Mr. Lake and carried (Aye-9; Nay-O). Richard Duf~llIlt 8/24-9/3 S2JJ90.00 Parade Invitations for the 1~)llowing litir-period functions were approved on a motion Meadowind Miniatures 8/23-9-3 S6,OOO.OO Parade by Mr. Baker, seconded by Ms. Wessel and c,trried (Aye-9: Nay-O): Minnesota Federation of County Fairs board lunch, Friday Aug. 24; Hall of Fame and Life Wacky Whccler 8/23-9/3 S6,00O.OO Parade Members lunch, Sunday Aug. 26; !vI innesota Livestock Breeders Association breakfilst, Thursday Aug. 30; and Outstanding Senior Citizens lunch, Thursday St. Anthony Park 8/24 SI00.00 Parade Aug.30. Community Band Mr. Hammer presented inft)J'Jnation regarding a possible update ofthe Society's St. Paul Policc Band S200.00 Parade travel reimbursement policy. Staff will obtain further background and present it Gopher Statc Railway 8/27-8/31 S2,500.00 Parade to the board for consideration at its next meeting. Museum Ms. Cldy and Mr. Hammer ol'lered an update of State Fair Foundation activities. Information only; no action required. Ray Komisehke 9/2 Union Talent Contcst musician rates Mr. Leary moved, Mr. Fox seconded and motion carried to declare executive session for discussion of legal matters (Aye-9; Nay-O). The meeting was Nan Alden 9/2 S50.00 Talent Contest reopened to the public on a motion by Mr. Leary, seconded by Mr. Foss and Cindy Lu 9/2 S50.00 'ElIent Contest carried (Aye-9; Nay-I)). The meeting was adjourned at II :30 a.m. on a motion by Mr. Fox, seconded by John Lynn 7/16-7/19 S45.00/hour Talent Contest Mr. Lake and carried (Aye-9; Nay-O). &. 8/23-9/2

Tom Chepokas 8/24-9/3 S7,160.00 Talent Contest MINUTES OF INTERIM ACTIVITIES IIs/o T.e. & Company plus S75 ,Iune 7 through Ang. 24, 2007 per hal l' hour .June overtime 7 - Board and staff attended a ceremony to unveil the 2007 State Fair poster original artwork. conducted at the .I. V Bailey House. Sinclair, Larson and Dan Sparkman 8/26 S50.00 Milk Run Vavreck met with representatives ofivliller Brewing to discuss a new Leinie's Rick Recker 8.../26 S350.00 Milk Run Lodge concession structure.

Jack Moran 8/26 S145.00 plus Milk Run 8-10 - The Great American Gem Show presented the Gem, Mineral. Fossil. S.25/entrant Jewelry Show 8:. Sale at the Progress Center. plus S.25/finisher 9 & 10 - The Minnesota Antique Dealer's Fine Antique Show was held at the Fine Arts Center. Harding High School 8/26 S150.00 Milk Run Cross Country Team 10 - The General ,vIotors Car Clubs Association auto show and swap meet was held on Machinery lIilL Jules Ross 8/'23-8/:2B S5, I00.00 Grandstand Plaza 13 - I-lammeI', Sinclair. Mannion and Huber attended a retirement party for long-time State Fair attorney Kent lIarbison at the law offices of Fredrickson Rock It The Robot 8,/'29-9//] S6,OOO.OO Grandstand Byron in iVlinneapolis. Schuette met with the St. Paul Pinneer Press State Plaza Fail' editor. Mark Stary 8/23-8/24 S400.00 Ramberg 13-17 The Region 10 Arabian Horse Show was held at the Warner Coliseum IIs/o Mark Stary 8: Dan Neale and livestock complex.

Jim Shannon 8/23-8/24 S350.00 Ramberg 15 & 16 - The Vintage Motorcycle Festival, presented by the Antique Motorcycle Club ofAmerica Viking Chapter, was held at the Progress Center and Shar Salisbury 8/25-8/26 SI,500.00 Ramberg Campgrounds. 1!s/o The Royal Order j 8 - McGough and Grans met with organizers of Motorcycle Salety Awareness of Klondike Kates Day. lIelen tvliller 8/25-8/26 SI,200.00 Ramberg 19 - Schuette met with KSTP-AM Radio producers to discuss programming 1!s/o lIelen Miller during the upcoming fair. & Karcn Kramer

51 21 - Pooch, Fickett, LcFebvre and Milking Parlor Superintendent Doris Mold 4 - I-Iammer attended the Washington County Fair in Lake Elmo. held thc first ofseveral meetings to discuss upgrade of the Moo Booth and II - A major storm blew through a long stretch of St. Paul, including the State possible addition ofa pasteurizing plant. Sinclair and Cady met with a Fairgrounds \vhcrc manyJ~lcilitics were damaged and many trees were lost~ representative of Gold Country logowear manul~lcturers to discuss potcntial cleanup began immcdiately. programs for 2008. 13 - Mighty Midway stalTarrived to begin setup ofthe Midway and Kidway f~)j' 22 & 23 - Hammer and IAFE President Jim Tucker met with officials ofthe the 2007 fair. Royal Agricultural Society ofthc Commonwealth at the Royal Highlands Show in Edinburgh, Scotland. 14 - Outstanding Senior Citizcn Awards judging was conducted at the Libby Conference Center. 22-24 - Thc Minnesota Street Rod Association Back to the '50s Car Show utilized the entire I~lirgrounds. 15 - Orientation I~)r Care & Assistance staff was conducted at the Care & Assistance Centcr. 23-28 - I-Iuber and Mannion attended the Society for Human Resourcc ManagcI11cnt Conference in Las Vegas, Nev. 16 - More than 400 friends of the fair attended the State Fair Foundation's pre-I~lir fundraiser at the CHS Miraele of Birth Center. Orientation I~Jr sign 26 - Schuettc met with KSTP-TV rcprcscntatives to discuss coveragc of thc languagc interpreters was held at the Libby Conference Center. McGough and State Fair. Grans met with thc Motorcycle Safety Awareness Day group. 27 - Schuctte met with thc production team for WCCO-TV 17 - Hammer attended the Steele County Free Fair in Owatonna and addressed a 27-30 - The Tanbark Cavalcade of Roses I-Iorse Show was held at thc Warner meeting of its board of directors. Coliseum and livestock complex. 18 - The stairs Around The Fair committee hosted all 1~t1I-time and seasonal 29-30 - The Used Book Filir was prescnted by the Midwest Antiquarian stalfto a pre-fair meeting and pancake breaklnst at the 4-H Building. Employee Booksellers Association at the Progress Center. orientation f~Jr inf(Jrination booths and guest services staff was hcld at the Libby Conference Center. July 5-8 - The North Star Morgan Americana Horse Show was held at the Warner 21 - The 94th Annual State Fair Fine Arts Exhibition Artists Preview was held at Coliseum and livestock complex. the Arts Center; an open house to celebrate publication of"Minnesota State Fair: An Illustrated History" was conducted at the.J.V Bailey House. 6 - Schuette met with the produccr of KMSP-TV's State Fair programming. 22 - The Eeo Experience Preview was held at the Progress Center. The Princess 11 - Grandma's Minnesota Mile race, presented by Thc Sporting Life, was held Kay of the Milky Way coronation, presented by the Midwest Dairy Association, on various roads around the f~lirgrounds. Huber met with representatives of the was held at the Bandshell. Preliminary horse show events were conducted at the Hotel Solltel to discuss arrangements for the Society's 2008 annual meeting. Coliseum. 13 - Pooch, Fickett, LeFebvre and Doris Mold visited the Cedar Summit dairy 23 - The 144th Minnesota State Fair opened at 6 a.m. Official opening processing plant in New Prague, Minn. ceremonies were conducted at the Bandshell later that morning. 13-15 - Blue Star Productions Summcr Super Golf Sale was held at Empire Commons. MINNESOTA ST.ATE AGRICUCruRAL SOCIETY MEETING OFTI-IE GOVERNING BOARD 14 - Hammer attended the Ramsey County Fair in Maplewood. 10 a.m. Friday Aug. 24, 2007 15 - Radio Rey's Mexican Rodeo was held at the Warner Coliseum. Offiecr Quartcrs, State Fairgrounds '18 - Schuette addressed the Meet Minneapolis tourism group. Mcmbers prescnt: Lyle Steltz, president; Joe Fox; D. .J. Leary; Denny Baker; Jim Foss; Bob Lake; John Paulmann: AI Paulson; Chauncey Wargin: Sharon 18-22 - The American Quarter Horse Association Horse Show was held at the Wessel; Jerry Hammer, secretary. \Varner Coliseum and livestock complex. Also pl'cscnt: Brian Hudalla: Kent Harbison: Bill ivleGrann; Joe Bagnoli. 20-22 - Car Crali's Summer Nationals Car Show was held throughout the j~lirgrounds. President Steltz called the meeting to order at 10:05 a.m. 25 - State Fair staff: members of the board. life members and hall ofl~1l11erS Minutes of the board and sales committee meetings conducted June 7. 2007, attended funeral scrvices for Gale Frost. l~llll1der of the Museum of State Fair were approved on a motion by Mr. Fox, seconded by Mr. Baker and earried History, State Fair historian and honorary life member of the Society; Mr. Frost (Aye-9; Nay-O). died July 17 at age 94. Minutes of interim activities covering the period June 7 through Aug. 23 were 26 - Hammer and board members Fox and Foss participated in a meeting of approved on a motion by Mr. Paulmann, seconded by Ms. Wessel and carried the Foundation's development committee at the .I. V Bailey House. Sinclair and (Aye-9; Nay-O). Vavreck met with representatives of KSTP-AM Radio to review exhibit plans j{Jr The July financial statement was presented by Nlr. Hammer as I(Jllows: the '07 I~lir. McGough and Weinfurtner met with representatives of Governor's Fire Prevention Day promotion. MINNESOTA STATE FAIR 28 - Cops 'N' Rodders presented the Law Enl~Jreement Car Show on Machinery CASH TRANSACTION SUMMARY Hill. l\lonth Ending July 31, 2007 28 & 29 - The Summer Antique Spectacular Show & Flea Market. presented by GENERAL FUND ACTIVITY: Prime Promotions. was held at the Grandstand and inlicld. Cash Balance-June 30. 2007 S529.513 Add: Cash Deposits S2,093.895 31 - Board member Paulson attended a memorial service f()r Grace Lilliquist, L.ess: Payroll Ending July 13 (316Jl70) wife ofl()J']ner Society board member and honorary life member Willis Payroll Ending July 27 (255,799) Lilliquist, in Kennedy, Minn. Sinclair and Larson hosted a meeting of licensed Cash Disbursements (1.167,941 ) 354,085 I~Jr beer vendors to review policies and procedures the upcoming fair. Cash Balance-July 31. 2007 5803,598 August MARKETABLE SECURITIES ACTIVITY: I- Schuette addressed St. Paul's fnf~J Circle at thc Rivcr Centre. Balance-June 30. 2007 S- 2-5 - The North Central Reining Association Horse Show was held at the Warner Add: Interest Earned Coliseum and livcstock complcx. Securities Purchased Less: Securities Redeemed 3 - A pre-I~lir meeting offull-time staffwas held at the Libby Conference Center. Balance-July 31,2007 S- Schuette met with Showcase Minnesota program's producers at the KARE-TV studios in Golden Valley. BUILDING FUND ACTIVITY: Balance-June 30. 2007 S444

52 Add: Interest Earned 2 Counter Productions, Inc 9/3 550.000.00 Grandstand Securities Purchascd D's/o Foreigner plus 5 I,750.00 Less:Sccuritics Redeemed production Balance-July 31,2007 5446 TMB Productions. LLC 9/3 S50,000.00 Grandstand CONSTRUCTION FUND ACTIVITY: fJs!o Styx plus 5 I,000.00 Balance-Junc 30, 2007 512,058 production Add: Interest Earncd 53 Balance-July 31,2007 512,111 John Krawicz f/s/o 8/25-8/26 56,500.00 nat Bandshell Freeze Dried CASH BALANCES FOR MONTH ENDING JULY 31: 2006 2007 LynnMarie Rink f/s/o 8/27-8/28 56.000.00 nat Bandshell General Fund 51,235,895 5883,598 LynnMarie and the Boxhounds Petty Cash 15,103 17,1 IS Robcrt Robinson f/s/o Twin 8/31-9/1 56,000.00 nat Bandshell Marketable Securities Cities Community Gospel Choir Building Fund 444 446 Construction Fund 12, III 12,111 Jose Burbello f/s/o 9/2-9/3 55,000.00 nat Bandshell Total Cash Balances 51,263,553 5913,270 Forro For All

After discussion, the statement was approved as presented on a motion by David IIarris 8/29-8/30 5 I,250.00 nat Bazaar Twilight Mr. Baker, seconded by Mr. Foss and carried (Aye-9; Nay-O), Showcase Mr. Hammer and Mr. Hudalla provided a detailed report of the Aug, II storm, Mikelic Budge 8/29-8/30 5 I,000.00 nat Bazaar Twilight the damage sustaincd by the filirgrounds, and the cleanup and repair efforts of f/s/o Mary Mack Showcase State Fair staffand cxhibitors, Thc report was accepted on a motion by Pcte Stanaitis 8/23-8/26 5880.00 nat Heritage Square Mr. Baker, seconded by Mr. Fox and carried (Aye-9; Nay-O), ...... ••.•...••••...... Bill McGrann and Joe Bagnoli reported on the 2007 scssion of the Minnesota David Mariette 8/27-8/30 51,200.00 J1at Heritage Square ...... legislature, and activities potentially affecting the State Fair. Information only: no .loci Miller 8/31-9/3 5 I,400.00 flat Heritage Square action required, Following the report, the board adopted a vote of confidence in Mr. McGrann, Mr. Bagnoli and Mr. Hammer for their work with the legislature .lefT Pcterson 8/25. 8/26, 5 I0,000.00 Northwoods on a motion by Mr. Leary, seconded by Mr. Baker and carried (Ayc-9; Nay-O), fls/o Strength Authority 9/1-9/3 flat

The Office of the Legislative Auditor's report on the Society's financial activities .lack Deschene 8/23-9/3 5 I,2000.00 Old Iron Show for fiscal 2006 was reviewcd and approved on a motion by Mr. Lake, secondcd flat by Mr. Wargin and carried (Aye-9; Nay-O), Dean Arneson 8/23-9/3 5300.00 J1at Old Iron Show Mr. Hudalla prcsentcd detailed eonstruction cost cstimatcs for thc ncw International Bazaar and rcstroom complex totaling 54 million, Information Lee Sackett 8/23-9/3 53,000.00 flat Old Iron Show only; board will revicw and consider action at their Sept 2 mceting, Glen Westphal 8/23-9/3 5600.00 flat Old Iron Show Mr. Hammer prcscnted the following list of Elir-time contracts for considcration: Jamcs Birk 8/23-9/3 5900.00 flat Old Iron Show CONTRACTOR DATES TERMS VENUE 5teve Bauer 8/23-9/3 52,700.00 flat Old Iron Show FireJ1y Entertainment, Inc, 8/23 56,f)00,00 J1at Grandstand Laura Quirk 8/23-8/30 5599.00 flat Old Iron Show fls/o Taylor Swill Duanc Stanley 8/23-8/26 5200.00 flat Old Iron Show Kellie Pickler Touring, Inc 8/23 56,000.00 J1at Grandstand fls/o Kellie Pickler Dave Lcwerer 8/23-8/30 5800.00 flat Old fron Show

Colbiecoco, Inc 8/24 5500.00 J1at Grandstand Paul Lorcnzon & 50ns 8/23-8/30 5400.00 flat Old Iron Show fls/o Colbie Caillat Duane Roistad 8/23-8/30 5800.00 flat Old fron Show All over the world Touring 8./25 5 I0,000.00 Grandstand Duane Rolstad 8/27-8/30 5400.00 j1at Old Iron Show fls/o Rooney J1at Derold McDonough 8/'3 I-9/3 5600.00 flat Old Iron Show Lagunatic iVlusic & 8/26 Revised to Grandstand Filmworks, Inc 515,f)00.00 Dcrold McDonough 8/31-9/3 5 I00.00 flat Old Iron Show fls/o Joan Jett & cancellation fec the Blackhearts Chicks-on-sticks 8,/23-9/3 53.600.00 flat Parade

Fountains ofWaync. Inc 8/26 530.000.00 Grandstand Twin Cities Unicyclc Club 8/24 5400.00 nat Parade Us/o Fountains of Waync J1at Pcdalpub 8/25 5300.00 flat Parade Chris Osgood Productions 8/26 55,000.00 J1at Grandstand 51. Paul Bouncing Team 8/25 5250.00 flat Parade fls/o Suicide Commandos U of M Marching Band 8/26 5 I,500.00 flat Parade Ear Booker Entcrprises. Inc 8/27 560,000.00 Grandstand fls/o Wcird AI Yankovic plus 75% ovcr Drumhcart 8/31-9/2 5600.00 flat Paradc 5160.000.00 Kracker Jacks 9/2-9/3 5 I ,800.00 flat Parade Alibros Touring, Inc 8/28 5 I50.000.00 Grandstand Pigs Eye .lass Band 9/3 5560.00 flat Parade f/s/o The Allman plus 75'~';' over Brothers Band 5255,000.00 Dale Mendenhall 8/'23-9,/3 51,432.00 flat Talent Contest

RobFaith Touring, Inc. 8.,/28 530.000.00 Grandstand Dick Bortolussi 8,./23-9;/3 51,432.00 flat Talent Contest fls/o Robert Randolph & J1at the Family Band Tom Lewis 8../23-9,/3 51,432.00 flat Talcnt Contest Josiah Gulden 9.2 5450.00 flat Talcnt Contest 53 Osprey Enterprises, Inc 8/24-8/26, SIOJ100.00 Plaza rcport was accepted on a motion by Mr. Wargin, seeondcd by Mr. Paulmann and IJs/o Mannequin in Motion 8/3 1-9/'3 flat carried (Aye-9; Nay-O).

Jim Berner 8/30 S300.00 nat Blue Ribbon State Fair staff was commended for their superb emlrts in dealing with the Picnic Area Aug. II storm's significant damage to the Elirgrounds, and for their subsequent outstanding work in presenting the '07 edition of the Great Minnesota Aftcr discussion, the contracts were approved as prescnted on a motion by Get-Together; motion presented by Mr. Fox, seconded by acclamation and Mr. Fox, seconded by Mr. Baker and carried (Aye-9; Nay-O). carried (Aye-9; Nay-O). Secretary was authorized to make miscellaneous ticket refunds and paymcnt of The board authorized an annual contribution of S2,OOO to the State Fair minor claims as he deems appropriate upon a motion by Mr. Baker, seconded by employccs club to providc partial funding f(lr employee club functions and Mr. Foss and carried (Aye-9; Nay-O). beverages used by employees and visitors during normal office hours on a motion by Mr. Leary, seconded by lVIr. Paulson and carried (Ayc-9; Nay-O). Mr. Hammer presented a list of recipients ofthe Ben C. Hallberg Rural Youth Scholarships for 2007. Winncrs arc: Christopher Dahlke ofArlington; John After discussion, stafTwas authorizcd to movc ahead with the project to construct R. Fenske of Elgin; Lindy Mac Hintzen of Carlos; Samuel E. Holst ofAustin; a ncw International Bazaar on a motion by Mr. Baker, seconded by Mr. Lcary Londa M. Johnson of LaCrescent; Cliflon D. Kaehler of St. Charles; Kayla .I. and carried (Ayc-9; Nay-O). Kappes ofAda; Caitlin.lo Kasper ofOwatonna; Michael E. Kitchell ofAda; Mr. Hammcr was authorized to explore the sale of revenue bonds to potentially Julia M. Labrensz of Glyndon; Jamie Lynn May of Randolph; Tanya M. Merritt linance improvements to livestock facilities and possibly finance a portion of of Howard Lake; Daniel K. Murray of Blue Earth; Amelia B. Neil of Randolph; Bazaar construction on a motion by Mr. Paulson, seconded by Ms. Wessel and Matthew A. Pearson of Grove City; Shawna M. Robertson of Dawson; Charlotte carried (Aye-9; Nay-O). C. Sandgren of Lindstrom; Carl M. Stenoien of Underwood; Nicole M. Stevens Mr. Hammer ollcred a report on the Elir's sponsorship program lor '07 including of Pipestone and Shadow David Zimmerman ofWaseca. S705,OOO in cash sponsors and S135,000 in revenuc !l'om special touring The winncrs were accepted on a motion by Mr. Wargin, seconded by Mr. Paulson attractions. Information only; no action required. and carried (Aye-9; Nay-O). It was moved by Mr. Baker, seconded by Ms. Wessel and carried, that members Mr. Hammer's report on the 2007 sponsorship program was tabled on a motion of the board and certain staff members designated by the secretary be authorized by Mr. Leary, seconded by Mr. Lake and carried (Aye-9; Nay-O). to attcnd the International Association of Fairs & Expositions 2007 international Mr. Hammer olfered an update on the opening ofthe '07 State Fair. Information convention in L.as Vegas, Nev. (Aye-9; Nay-O). only; no action required. The dates I~lr the 2008 Minnesota Statc Fair werc set for Thursday Aug. 21 A request submitted by Mr. John Keenan of the Old Mill for consideration of through Labor Day, Monday Sept. I on a motion by Mr. Leary, seconded by a rate reduction due to storm damage was tabled on a motion by Mr. Leary, Mr. Lakc and carried (Aye-9; Nay-O). scconded by Mr. Baker and carried (Aye-9; Nay-O). Thc next mccting ofthe board of managers was sct lor Friday Nov. 9, 2007, on a The meeting was adjourned at II:45 a.m. on a motion by Mr. Leary, seconded by motion by Mr. Fox. seconded by Mr. Paulson and carried (Ayc-9; Nay-O). Mr. Baker and carried (Aye-9; Nay-O). Mceting was adjourned at II :05 a.m. on a motion by Mr. Lcary, scconded by Mr. Fox and carried (Aye-9; Nay-O). MINNESOTA STATE AGRICULTURAL SOCIETY MEETING OF THE GOVERNING BOARD MINNESOTA STATE AGRICULTURAL SOCIETY 10 a,m. Sunday Sept. 2, 200? MINUTES OF INTERIM ACTIVITIES Officer Quarters, State Fairgrounds Aug. 23 to Nov. 9, 2007 Mcmbel's pl'esent: Lyle Steltz, president; Joe Fox; D. .I. Leary; Dcnny Baker; August Jim Foss; Bob Lake; John Paulmann; AI Paulson; Chauncey Wargin; Sharon 23 Sept. 3 - Among the '07 State Fair's 1,681,658 visitors wcrc a varicty of Wcsscl; Jerry Hammer. secretary. omcials and dignitaries !l'om the fair industry including Jim Tucker, president Also present: Kent Harbison. of the International Association of Fairs & Expositions, Springfield, Mo.; Steve Chambers, executive dircctor of the Western Fairs Association, Sacramcnto, President Steltz called the meeting to order at 10:08 a.m. Calif.; Mike Treacy, Calil~lr11ia Dcpartment of Food and Agriculture's Fairs and Minutes of the board meeting conducted Aug. 24, 2007. were approved on a Expositions Division, Sacramento; .Jenniler Lindsey and Melissa Muegge, motion by lvlr. Foss, seconded by Mr. F:ox and carried (Aye-9; Nay-O). Houston Livcstock Show & Rodco, Houston, Texas; Barbara Hensinger, lVlr. I-Iammer presented minutes of the Life Member Advisory Committee Michigan Departmcnt ofAgriculturc, Lansing, Mieh.; Lisa Girolami, conducted Aug. 26, 2007, as I(lilows: Los Angcles County Fair, Pomona, Calif.; Rick Vymlatil, Vicki Chouris and stalfand board fi'OIll the South Florida Fair, West Palm Beach; Mike Riley and MINNESOTA STATEAGRICULrURAL SOCIETY Mark WollC, Missouri Statc Fair, Sedalia; Ray Frost with stalTand board !l'om MEETING OFTHE LIFE MEMBERADVISORY COMMITTEE thc North Carolina Statc Fair. Raleigh: Staff from the Wisconsin State Fair, West J 1: 15 a,m, Sunday Aug, 26, 2007 Allis; Tracy Spoerl and Lauric Cafe, Summcrlest in Milwaukce, Wise.; .Jamcs Officers Quartcrs, State Fail'grounds Romer of the Iowa State Fair, Dcs Moines; Spcro Kartanos, Royal Eastcr Show, Mcmbers pl'cscnt: Clarice Sehmidt, chairman: Bill Korff; Vcrn Prokosch; Sydney, Australia; Steve Edwards, Calgary Stampede, Albcrta, Canada; Mitchell Howard Recknor; Dick Reinhardt: Don Simons. Glieber, State Fair ofTexas, Daflas; Bob Williams of the Wisconsin Department ofAgriculturc, Pardeeville; and Tim Hcffernan ofthe Barron County Fair in Also prcscnt: Jcrry Hammer; Jim Tuckcr. IAFE Presidcnt. Rice Lake, Wisc. Chairman Schmidt called the meeting to order at II: 15 a.m. 28 - Sinclair, Simon and Larson participated in a meeting ofthc I~lir's Commer­ Alier discussion. IVlr. Korff moved that Lyle Steltz be considered by the board as cial Exhibitors Communications Committee, held at thc Administration Building. the '08 nominee for Honorary L.ife Membership in thc Society. The motion was 30 -A mcmorial in thc Statc Fair Veterans Gardcn honoring veterans of thc seconded by Mr. Simons and carried (Aye-5; Nay-O). Vietnam War was dcdieated during ccrcmonies emcecd by Statc Fair board fvlr. Hammcr reviewed highlights li'OIl) the opening thrce days of the '07 State member and Vietnam vetcran Bob Lake with remarks by rVlinncsota Fair, and Mr. Tucker rcported on current IAFE aetivities and the upcoming Dcpartmcnt ofVeterans Amlirs Commissioncr Clark Dyrud and Major General international convention. Larry Shcllito, adjutant gcncral ofthc Minncsota National Guard. Evcral O'Bricn of St. Louis County and George F. Rossbach of Ramsey County were Chairman Schmidt declared the mceting adjourncd at 11:40 a.m. named ivlinncsota's Outstanding Senior C'itizcns during ceremonies honoring Alicr discussion, thc minutes were approved as presentcd on a motion by scniors li'om throughout the statc; the program is sponsored by thc Statc Fair, the Mr. Bakcr, scconded by Mr. Paulson and carried (Ayc-9; Nay-Oj. Minncsota Board on Aging and the Minnesota Fcdcration of County Fairs. Mr. Hammer prcsentcd an updatc of elir activities to date. Alter discussion, thc

54 Septembel' Foundation, conductcd at thc .I. V Bailey Housc. Vavreck met with Summit 2- Ccrcmonies to honor Paul Day, Statc Fair Hall of Famc mcmbcr and retiring Brcwing Company rcpresentatives to discuss sponsorship and the new FFA supcrintcndcnt. wcrc conduetcd at thc Christcnsen Farms Stagc. International Bazaar. 3 - Thc 2007 Grcat Minncsota Get-Togcther closed at 10 p.m. with fircworks and 12 - Sinclair, Simon and Vavreck mct with rcprescntativcs of the Minncsota Statc total attcndance of 1,68 1,658. Lottcry to discuss thcir participation in the 2008 Statc Fair. 5 - Hubcr and Minncsota Fcderation ofCounty Fairs reprcsentativcs Gcne Gcrth 13-14 - Thc Fall Military Rclic Show, prcscntcd by thc Minncapolis-St. Paul and Donna Spcltz met with Shcraton Bloomington Hotcl staff to discuss thc Military Relic & Collcctors, was hcld at thc Progrcss Ccntcr. '08 joint annualmectings of thc State Agricultural Socicty and thc county f~lirs 14 - Thc Twin Citics Roadsters Swap Mcct was conductcd on thc north fedcration. parking lots. 10- I2 - Hammcr attended planning mcetings in Las Vegas, Ncv., for thc 18-21 - The Minncsota Bccf Expo, prcsentcd by thc State Fair, was held at thc upcoming 2007 IAFE Intcrnational Convention. Warner Coliscum and Cattle Barn. 1I - Mix attcnded a mceting ofthc Ramscy County Job Sccurity Employcrs 19-21 - Thc Midwest Ski & Board Fcst, conducted by Ski Challengc, was held at Committce. thc Progress Ccntcr, 12 - Mix attendcd a St. Paul I-Iuman Resourccs Association mccting. 22 - Senior staffparticipatcd in thc first ofscveral comprchcnsivc planning 13 - Vavrcck met with KSTP-TV to discuss potcntial ofa ncw broadcast f~tcility mectings (()r thc 2008 Statc Fair. at the nlirgrounds. 24 - Pooch, Fickctt, LeFcbvre and Milking Parlor supcrintcndcnt Doris Mold met 14 - The Minnesota Statc 4-H Horse Show was conductcd at thc Warner with thc Moo Booth planning committcc to l1nalizc drawings for a ncw Coliseum and livestock complex. Moo Booth. 16 - The Antique Motoreyclc Club prcsentcd a motorcycle swap meet on the 25 - Mannion and Huber attcnded a hcalth promotions workshop prcsentcd by north parking lots. Park Nicollct Hcalth Scrviccs. 20-24 - The Western Saddlc Clubs Horse Show was hcld at the Warner Coliseum 26 - Pooch and Fickett mct with represcntatives ofthc Westcrn Saddlc Clubs and livcstock complcx. Association to discuss changes in classes (()r thcir '08 horse show. 22 - TC Modcl Railroad Clubs fall model railroad and hobby sale was held at the Novcmbcr Education Building. St. Paul Community Council Districts 10 and 12 uscd thc I- Fox and Hammcr attcndcd an apprcciation dinncr fur Statc Fair Foundation north parking lots for neighborhood cleanup collcction site. volunteers, conductcd by thc Foundation at thc Libby Confcrcncc Ccntcr. 22-23 - Thc Twin Citics Arts & Crafts Sale, presented by thc Minnesota Arts & MINNESOTA, STATE AGRICULTURAL SOCIETY Crafts Society, was conducted at the Progrcss Center and Arts Ccnter. The State MEETINGS OFTHE GOVERNING BOARD AND SALES 4-H Dog Show was held at the 4-H Building and nearby outside arcas. AND PLANNING COMMITTEES 25 - Larson, Simon and Doyle mct with the Commercial Exhibitors 9 a,m, Friday Nov, 9, 2007 Communications Committee to discuss rccruiting ncw mcmbcrs. Libby Confcrencc Center, State Fairgrounds

26 - Mannion and Hubcr attended an employee health benefits insurancc mccting Meeting of the Sales Committee sponsored by the Minncsota Dcpartment of Employcc Relations. Members pl'esent: Bob Lakc, chairman; Dcnny Baker; Joc Fox; Jim Foss; John 27 - Sinclair, Simon and Vavreck met with reprcscntatives ofthc Minncsota Paulmann; AI Paulson; Chaunccy Wargin; Sharon Wcsscl; Lyle Stcltz, cx of1icio; Pollution Control Agency to rcvicw Eco Expericncc opcrations during thc '07 Jcrry I-Iammcr, cx ofllcio; Jim Sinclair, cx ofllcio; Dcnnis Larson, cx ofllcio. f~lir and discuss plans !()r (illure exhibits. Abscnt: D. J. Lcary; Pam Simon, cx officio. 27-30 - The Fall Arabian Horse Show, prcscntcd by thc Minnesota Arabian Horse Also present: Karcn Frost; Brian Hudalla; Stcve Pooch; .lim Sinclair; Marshall Breedcrs, was hcld at the Warner Coliseum and livcstock complcx. Jacobson; Rcncc Pearson; Mary Mannion; Chcryl Huber; Dcnnis Larson; Gail 29 - Thc St. Paul Junior League's Next-to-Ncw Sale was hcld at the Andcrson; Michclle Fickctt; Danyl Vavreck; Scan Casey; Wally LcVcsscur; Carol Dairy Building. Doylc; Brienna Schuctte; Chris Lcach; Susan Lynskcy; Nicole Hincs; Kay Cady; Ana Hcath; Kcnt Harbison. 29-30- Primc Promotions Antiquc Spectacular Show & Flea Markct was prcsented at the Grandstand and inficld. Capitol City Chapter A.A.C.A. held thcir Chairman Lakc callcd the meeting to ordcr at 9 a.m. rvlidwcst Fall Swap iVleet & Antique Auto Show on thc north parking lots. On a motion by iVlr. Foss, secondcd by Mr. Paulmann and carried, the rcqucst of Minnesota Weapons Collcctors conducted thc Fall Wcapons Collcctors Show & Schumachcr's Ncw Praguc Hotcl !()r a bccr salcs liccnsc was movcd to (irst on Sale at thc Education Building. the meeting agenda. October' Ms. Kathlccn Schumachcr appcarcd bcJ()re thc committcc on bchalf of hcr 2-7 - The Harvcst Horse Show, presented by Midstatcs Horse Shows, was held at husband John to rcqucst that thcir conccssion be liccnsed to scll beer during thc the Warner Coliseum and livestock complex. 2008 Statc Fair. Mr. Larson and Mr. Sinclair offercd background on staff's 3 - Pooch and LcFcbvrc mct with swinc superintcndcnt Jcrry Hawton and rccommcndation not to offcr a bcer liccnsc at this timc, including thc long-timc Statc Fair cxhibitor Randy Morris to discuss thc possibility ofan open Schumachcr conccssion's proximity to 10 liccnscd bccr conccssions. Alkr class junior swinc show f()r the '08 (~Iir. discussion, thc committcc dcclined to grant Schumachcr's a bcer liecnse on a motion by Mr. Fox, sccondcd by Ms. Wcsscl and carricd (Ayc-7; Nay-O). 3-6 - Thc YMCA's Fall Garage Salc was hcld at thc Merchandise Mart. Mr. Larson prescntcd a comprchcnsivc writtcn report of '07 salcs division 4-7 - Title Ninc Women's Athlctic Apparel Blowout Salc was held at thc Dairy rcvcnuc totaling 57.9 million from commercial conccssions and cxhibit spacc, Building. Midway and Kidway opcrations and othcr ridcs and attractions. The committec 6-7 - Thc Minnesota Comic Go ok Association's Comic Book Convcntion was will rcvicw thc report and consider acccptancc at its ncxt mccting. held at the Education Building, Creativc Activitics Anncx and Theater. Sinclair reportcd on rcvcnuc fi'om sponsorships and touring promotional 8 - Sinclair, Simon and Melstrom mct with rcprcscntatives ofthc AFL-CIO to cxhibits, Midway and Kidway rcvcnuc and comparativc becr sales rcports. rcview remodcling plans (()r thcir cxhibit. Inf(JrInation only; no action rcquircd. 9 - Vancck met with Minncsota Public Radio to discuss '07 f~lir-timc opcrations Thc sale ofthc two structurcs making up thc formcr Pcnny Arcadc building at and bcgin planning (()r thc '08 (~tir. 1697 Dan Patch Avc. to thc (()lIowing was approvcd at thc salc priccs indicatcd 10- Mix attcndcd a SI. Paul Iluman Resourccs Association mceting. on a motion by Mr. Bakcr. sccondcd by Ms. Wcssel and carricd (Ayc-7; Nay-O); Spincless Wonders (David Bohlkcn) to purchasc thc cast structurc of 5,618 II- Fox, Foss and Hammcr participatcd in a board rctrcat !()r thc State Fair square fcct I()r S58,300 and Paramount Attractions (Joseph C. Prcmont) to

55 purchase the west structure of4,200 square feet for S43,460, payable in three Securities Purchased equal annual installment payments; purchase prices include annual interest of Less: Securities Redeemed six pereenL Balance-Oct. 31. 2007 S- Mr. Sinclair provided an update on the potential sale by the Minncsota Propane BUILDING FUND ACTIVITY: Gas Association oftheir exhibit building at 1362 Underwood SL Information Balance-Sept. 30,2007 S446 only; no action required. Add: Interest Earned Securities Purchased The committee mecting was adjourned at 9:42 a.m. on a motion by Mr. Foss, Less: Securities Redeemed seconded by Mr. Paulson and carried (Aye-7; Nay-O). Balance-Oct. 31, 2007 S446 Meeting of the Planning Committee CONSTRUCTION FUND ACTIVITY: Members present: Denny Baker, chairman; Joe Fox; Jim Foss; Bob Lakc; John Balance-Sept. 30, 2007 S12,865 Paulmann; AI Paulson; Chauncey Wargin; Sharon Wessel; Lyle Steltz, ex offleio; Add: Interest Earned 54 Jerry Hammer, ex offlcio; Brian Hudalla, ex officio; Steve Pooeh, ex offlcio. Balance-OcL 31, 2007 S12,919 Absent: DJ. Leary. CASH BALANCES FOR MONTH ENDING OCTOBER 31: Also present: Karen Frost; Jim Sinclair; Marshall Jacobson; Renec Pearson; 2006 200? Mary Mannion; Cheryl Huber; Dennis Larson; Gail Anderson; Michclle Fickett; General Fund S4,550,14S S6,151.057 Danyl Vavreek; Sean Casey; Wally LeVesseur; Carol Doyle; Brienna Schuette; Petty Cash 5,600 5,600 Chris Lcach; Susan Lynskey; Nicole Hines; Theresa Weinfurtner; Mary Pittelko; Marketable Securities Kay Cady; Ana Heath; Kent Harbison. Building Fund 444 446 Construction Fund 12,269 12,919 Chairman Baker called the meeting to order at 9:50 a.m. Total Cash Balances $4,568,461 $6,I?O,022 Mr. Hammer and Mr. Hudalla gave a progress report on construction ofthe ncw Intcrnational Bazaar. Information only; no action required. After discussion, the statement was approved on a motion by Mr. Lake, seconded by Mr. Foss and carried (Aye-8; Nay-O). Mr. Hammer and Mr. Hudalla prcsented a list of standard miscellancous annual improvcments and maintenance projects for fiscal 200S totaling S1.35 mil- Mr. Jacobson presented a detailed review of '07 f~lir-period payrolls totaling ]ion. After discussion, the projects were approved on a motion by Ms. Wcssel, S2 million for SO departments. After discussion, the payrolls were approved on a scconded by Mr. Paulson and carried (Aye-7; Nay-O). The projects will be motion by Mr. Fox, seconded by Mr. Paulmann and carried (Ayc-S; Nay-O). incorporated into the complete improvements and maintenance budgets for 200S, Mr. Pooch reviewed agricultural and creative contests conducted during the '07 to be reviewed by the planning committee in January. State Fair, including more than 14.000 participants competing in 41 departments. Thc meeting was adjourned at 10: 10 a.m. on a motion by Mr. Fox, seconded by lnf~)rmation only; no action required. Mr. Foss and carried (Aye-7; Nay-O). Ms. Pearson prescnted a report on '07 Grandstand operations including detail of gross revenues totaling S4.6 million and a net gain of S1.4 million. Ms. Pearson Meeting of the Goveming Board also reported on the entertainment outlook for the '08 State Fair. After Members present: Lyle Steltz, president; Joe Fox; Denny Baker; Jim Foss; discussion, Ms. Pearson's report was acceptcd on a motion by Mr.Paulmann, Bob Lake; John Paulmann; AI Paulson; Chauncey Wargin; Sharon Wessel; Jerry seconded by Mr. Wargin and carried (Aye-S; Nay-O). Hammer. secrctary. Absent: DJ. Leary. Ms. Bauer reported on the Society's '07 non-fair events schedule of more than 80 Also present: Karen Frost; Brian Hudalla; Steve Pooch; Jim Sinclair; Marshall events attended by I million people. Information only; no action required. Jacobson; Renee Pearson; Mary Mannion; Cheryl Huber; Dennis Larson; Gail Mr. Hammer and Ms. Bauer presentcd the j~)lIowing non-f~lir events rate Anderson; Michelle Fickett; Danyl Vavreck; Scan Casey; Wally LeVesseur; adjustments for consideration: Carol Doyle; Brienna Schuette; Chris Leach; Susan Lynskey; Nicole I'lines; Thercsa Weinfurtner; Mary Pittelko; Tiffany Bauer; Kay Cady; Ana Heath; Kent Harbison. Campsite Fce-North S15.00 S20.00 Presidcnt Stcltz called the meeting to order at 10: 15 a.m. Campgrounds Minutcs of the board meeting conducted Scpt. 2, 2007, were reviewed and acccpted on a motion by Mr. Bakcr. seconded by Ms. Wesscl and carried (Ayc-S; Nay-O), Electricity SO.07/kwil SO.08/kwh Minutes of interim activities covering the period Aug. 24 through Nov. 9, 2007, were approvcd on a motion by Mr. Fox, seconded by Mr. Paulson and carried Chairs ( 1-3 days) SO.50 SO.75 (Aye-S; Nay-O). Action takcn carlier by the sales and planning committees was approved on a motion by Mr. Baker, seconded by Mr. Foss and carried (Aye-S; Nay-O). Chairs (4+ days) SO.75 SI.OO

j~)r The financial statement Octobcr. 2007, was presented as follows by Allcr discussion, the rate adjustments were approved on a motion by Mr. Baker, Tvlr. Jacobson: seconded by lvls. Wesscl and carried (Ayc-8; Nay-O).

MINNESOTA STATE FAIR Mr. Hammer presented thc following resolution for consideration: CASH TRANSACTION SUMMARY Month Ending Octobel' 31, 2007 STATE FAIR FOUNDATION RESOLUTION Nov. 9, 200? GENERAL FUND ACTIVITY: Cash Balance-SepL 30.2007 S6,590,146 WHEREAS, thc Minnesota State Fair Foundation was established by the Society Add: Cash Dcposits S4.139,868 as a non-profit public charity to assist the State Fair with capital projects and sup­ Less: Payroll Ending Oct. 5 (200,795) port its educational and scientific programs consistent with the public good. and Payroll Ending Oct. 19 (194.325) WHEREAS. the Society is committed to support thc long-term growth and Cash Disburscments (4,183,837) (439,OS9) devclopment octhe Foundation for the bettermcnt of the State Fair and. Cash Balance-Oct. 31. 2007 S6.151,057 ultimately. to the great benc!it of all Minncsotans. therc!ilre be it MARKETABLE SECURITIES ACTIVITY: RESOLVED. that funds due tile Society fi'om the Foundation on October 31. Balancc-Scpt. 30, 2007 S- 2007, will be called due no earlier than Novcmber I, 200S. Add: Interest Earned 56 After discussion, the rcsolution was adopted on a motion by Mr. Baker, scconded 7-10- Simon, Weinfurtner and Vavreek attended the Western Fairs Association by Mr. Paulson and carried (Ayc-S; Nay-O). annual convention in San Dicgo; Simon presented a program on thc Eco Expcricnce. Ms. Huber offcrcd an updatc on planning for the upcoming annual joint mcetings ofthe Socicty, thc Minnesota Federation of County Fairs and the Midwest S- Mix attended a meeting of the Ramsey County Job Security Employers Showmen's Lcaguc. Information only; no action required. Committee. Ms. Frost reported on programs and activities being developed to celebrate 9 - Mix attendcd a meeting of the St. Paull-Iuman Resources Association. f~lir. Inf~lrlllation Minnesota's scsquieentennial during the 'OS only; no action 10-11 - Sinclair attendcd and addressed the Michigan Association of Fairs and required. Expositions annual meeting in Grand Rapids. inj~Jrlllation Ms. Weinfurtner and Ms. Fickett presented on thc jilir's Youth 15 - Sinclair and Simon met with University of Minnesota stall' to discuss Advisory Team projcct. InjtJrlllation only; no action required. activities at their fair exhibit. The meeting was adjourned at I 1:45 a.m. on a motion by Mr. Lake, seconded by 17 - Huber and members of the Minncsota Federation of County Fairs and the Mr. Paulson and carried (Aye-S; Nay-O). Midwcst Showmcn's Association met with stalfof the Sheraton Bloomington to linalizc arrangements for the 2008 annualmcetings. MINNESOTA STATE AGRICULTURAL SOCIETY MINUTES OF INTERIM ACTIVITIES MINNESOTA STATE AGRICULTURAL SOCIETY Nov. 9, Z007 to Jan. IS, ZOOS ANNUAL MEETING November S a.m. Sunday Jan. ZO, ZOOS 9 - The Statc Fair Foundation's nominating committee mct at J. V Bailey House. Delcgates, stafTand jj-iends ofthe Society met I~lr breaknlst, and the delegates Mix attended a scminar on immigration employment law conducted by the convened in general session at S:30 a.m. Prcsident Steltz opened the meeting, Frcdrikson & Byron law firm. and thcn askcd Secretary Jerry Hammer for his report. Mr. Hammcr's report was 9-11 - I-Iammer attended and addressed the Maryland Association ofAgricultural accepted by the membership. Fairs & Shows annual meeting in Hagerstown, Md. President Stcltz called for a report ofthe resolutions committce. Committec 13 - Mix attcnded a meeting of the Ramsey County Job Security Employers member Aaron Olson of Morrison County (Little Falls) prcsented the following Committec. resolutions I~)r eonsidcration by the Society, and they were adopted as read: 14 - Mix attended a meeting ofthe St. Paul Human Resources Association. Resolved, that the Minnesota State Agricultural Society dcclares its sincere Cerney attended a meeting of the Society of Consumer Affairs Professionals. gratitudc to each of thc 1,6S1 ,67S visitors who attended thc 2007 Minnesota State Fair. Honoring the traditions decply rooted in attending and contributing 26-30 - Board members Steltz, Fox, Bakcr, Foss, Lake. Paul mann, Paulson, to this educational, innovative and culturally rich event, wc confirm our mission Wargin and Wessel along with stalT/-lammer, Hudalla, Sinclair. Huber, Pearson, to educate and involve our guests by providing a world-class showcase that is Jacobson, Larson, Simon, Clasemann, Dungan, Weinfurtner, LeFebvre and innovative, entertaining and fun. Schuette, attcndcd the IAFE's International Convention in Las Vegas. Nev.; Hammer concluded his term as IAFE chairman during the convcntion. Resolved, that thc continuing success ofthe State Fair is achieved through thc combined e!ltlrts ofmany dedicated people. The Socicty recognizes with December' prol~lUnd appreciation all who contributcd to the success of the 2007 Minnesota 3 - The State Fair Advisory Team ofyouth leaders met at the Libby Conference Centcr. State Fair. Resolved, the Society plcdgcs to present patrons with the fincst exposition in 5 - Hammer, Fox and Foss participated in a meeting of the State Fair North Amcrica by providing outstanding customcr service, exceptional value and Foundation's nominating committee, conducted at the J. V Bailey Housc. unique experiences. Full-time supervisory staff attended the flrst of two staff training sessions. Resolved, that the Society is dedicated to its rclationships and associations with 8 - Pooch, Fickett. LeFcbvre and Goodrich conducted a Beef Expo meeting in other cxpositions and relatcd businesses that arc csscntial to furthcring and conjunction with the Minnesota Cattlemcn's annual mecting in Bloomington. improving the I~lir industry. cspecially the International Association of Fairs and 11 - McGough mct with members ofthc State Fair Markcting Coalition to revicw Expositions, thc Minnesota Federation ofCounty Fairs, thc Outdoor Amuscment the '07 ad campaign and plan for 'OS. Busincss Association and the Midwest Showman's Association. 12 - Mix attendcd a mceting of the St. Paul Human Resources Association. Resolved, we recognizc with great regrct the loss of and oller our sincere 13 - Senior stall' met to discuss planning issues related to I~lcilities. Sinclair, condolences to the fi-iends and liul1ilies of Society members and State Fair Larson and Vavreck met with representatives of KSTP-AM Radio to discuss a jj'iends including: James Bryan, 1996 "50 Ycar Award" recipient and cattle permanent broadcast I~lcility on the f~lirgrounds. The annual staff holiday lunch exhibitor; Allan Carncs, long-timc employee; Lillian Colton, crop art cxhibitor was hcld at Flaherty's Arden Bowl. and demonstrator, 2003 "Hall of Fame" inductee and "50 Year Award" recipient; William Danielson. conccssionaire; Gale Frost. long-time employee, Statc Fair IS - The State Fair Foundation's development committee met at the J. V Bailey Historian, 19S0 "50 Ycar Award" recipicnt and Life Member; Roy C. Harder. House. employec and 1999 "50 Year Award" recipient; Douglas Holter, concessionairc; 18 & 19 - Schuette spoke to marketing classes at Stillwater High School. Glenn Hughes, concession voluntcer; Darrell Iliff, 1997 "50 Year Award" recipient and formcr State Fair Mounted Patrol Captain; Robcrt E. Jackson, 19 - Frost attended a meeting with State Fair Foundation stall' and the Minncsota long-timc employce; Gary Kendall, long-time Statc Fair perftlrlller and Historical Society Press to discuss a book of fair photography. Sinclair, Simon entertainer; Ralph Kunert, long-time employee and 2000 "50 Year Award" and Vavreck met with representatives of the Minnesota State Lottery to discuss recipient; Grace Lilliquist, spouse of dceeased board member Willis their participation in the 'OS State Fair. Lilliquist; William "Rcd Eyed Bill" Maupin, long-time midway gamc employee; 20 - Larson, Doyle and Vavreck met with the Minnesota Pollution Control Bonita (Skon) Miller, f~lt'lller employce; Teddy O'Neil, conccssionaire; George Agcney to recap Eco Experience and other operations during '07. Roadleldt, ftlt'll1er vcgetablc and liml1 crop judge; Dennis Rosenthal, 21 - Sinclair, Hudalla. Frost, Simon. Larson, Doyle, Casey, Melstrom, Hunsingcr. concessionaire; Senator Dallas Sams, li'iend of the I~lir: Kenneth Shoop, retired Lcach, Lindahl, Baucr and iVIcCollough met with representatives of the employee; Dwayne Steck, midway ride owner and operator: Wcndy Trombetti, Minnesota Departments of Health and Agriculture to review '07 filiI' operations. midway game owncr and opcrator; Waltcr Tysk, conecssion cmploycc: Roger Wambeam, long-timc shecp cxhibitor; and Mark "Rcnny" Zaeehini, long-timc January midway ride operator. 7 -The State Fair Foundation'S audit committec met at the J.V Bailcy Housc. Resolved, that thc Society extend its appreciation to all who contributcd to the 7-S - I-Iuber attendcd the Wisconsin Fairs Association meeting in Green Bay success of its 149th annual mccting. President Steltz callcd Itlr a credentials committce rcport from IVlichcllc Fritz of

57 Lake County. The committec report was presented as follows, and adopted as read: All credentials have been found to be in order with the j~lliowing exceptions: Minnesota Farmers Union did not file with the Secretary of State by the December 20, 2007 deadline, Minnesota Milking Shorthorn Association was disallowed as there was no delegate or alternate listed and Nicollet County was disallowed as the committee did not approve the signature of the president. Following committee reports, President Steltz turned the chair over to Vice President Fox to conduct an election l~lr President j~)r a term of one year. Bob Lake ofAitkin was elected and assumed the chair. President Lake proceeded to conduct elections as j(lilows: D. J. Leary of Minneapolis was elected to a two-year term as flfth district vice president; Jim Foss of Kenyon was elected to a three-year term as first district manager: Sharon Wessel of Hamel was elected to a three-year term as third district manager; Gene Gerth of Princeton was elected to a three-year term as sixth district manager. Mr. Hammer presentcd the State Fair's long-time attorney and counselor Kent Harbison of Roseville with the Society's Distinguished Service Award. Mr. Steltz was elected to honorary life membership in the Society.

There being no further business, President Lake declared the 149th annual meeting of the State Agricultural Society adjourned.

58

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