Northern State University Foundation

“Executive Committee, which shall consist of six (6) members, who are the Chair, Chair-Elect, Immediate Past Chair, Secretary, President/CEO of Northern State University Foundation, and President of Northern State University. The NSU Foundation President is a non-voting member of the Executive Committee. This committee will assist the Board of Directors by: (a) Having oversight of the standing committees of the Board of Directors and calling upon standing committee chairperson(s) to report to the Executive Committee at their bi-monthly meeting, and (b) In situations where it is not practicable for the entire Board of Directors to address a matter by special meeting, the Executive Committee shall have the authority of the Board of Directors to conduct necessary business. The Executive Committee shall be chaired by the Chair of the Board of Directors.”

“Nathan Reede & Tom Seyer - Business relationship Julie Johnson & Cindi Walsh - Business relationship Julie Johnson & Dr. James Smith - Business relationship Julie Johnson & Todd Jordre - Business relationship”

“Significant changes were made to the Foundation's Bylaws which were approved by the board on 9/19/13. Exempt Purpose wording was updated to the following: To engage in and enter into such affiliations, alliances, joint ventures and other relationships with governmental agencies, civic organizations, religious organizations and others in order to further the creation, promotion and operation of the Foundation's purpose or business; and To engage in all other activities permitted to be engaged in by nonprofit corporations pursuant to the laws of the State of South Dakota and for any other purpose within the meaning of Section 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future law (the "Code"). These purposes include the making of distributions to organizations qualifying as exempt organizations under Section 501(c)(3) the Code, or for the corresponding provision of any future United States Internal Revenue law. Board of Director Composition, Qualifications and were updated to: Governing Powers. The business and charitable affairs of the Foundation will be managed by or under the direction of a Board of Directors elected by the Members ("Board"). The Board will have all the powers and duties necessary or appropriate for the administration of the affairs of the Foundation consistent with the law, the Articles of Incorporation and these Bylaws. Composition. The Board of Directors will be comprised as follows: a. Number. The Board will have no fewer than 13 and no more than 17 members including ex-officio members ("Board Member" or "Director"). b. Ex-officio. The ex-officio board members will be: i. University President. The Northern State University President will be a voting member of the Board. ii. Faculty Representative. The Northern State University President will appoint one member of the Northern State University faculty to be a voting member of the Board. iii. Wolves Club. The Foundation President will appoint one member of the Northern State University Wolves Club to be a voting member of the Board. iv. Foundation President. The Foundation President will be non-voting member of the Board. Qualifications. A Board Member candidate must be a Foundation Member in good standing and at least 18 years old. The Board may establish other criteria that every Board Member candidate must meet to be eligible to serve on the Board ("Board Criteria"). The Board will solicit Director nominations from the Members and inform them of the Board Criteria as part of the Annual Member Meeting notice. Any nominee meeting the Board Criteria will be added to the slate of eligible Board Member candidates presented to the Members at the Annual Member Meeting. Term. Each Director's term will begin at the close of the annual meeting in the year of election. The term will last 4 years, or until the Director's death, resignation or removal. Directors may be re-elected for up to 3 consecutive terms. After serving 3 consecutive terms, the Director is not eligible for appointment or election to the board for 1 year. Any Director who has not been on the Board for any reason for at least 1 year is eligible to serve on the Board for a full set of terms provided that person meets the Board Criteria. Quorum. A majority of the Directors will constitute a quorum for the transaction of business at any Board meeting. The acts of the majority of the directors present at a duly held meeting will be the acts of the Board, except when a larger number is required by law, the Articles or these Bylaws. Proxy. Directors may vote in person or by proxy. A proxy must be in writing and delivered to the Foundation office prior to the meeting or delivered to the Foundation President at the meeting. Action in Lieu of Meeting. Any action the Board may take at a meeting may be taken by written action signed, or consented to by authenticated electronic communication, by a majority of the Board provided all Directors were notified of the written action”

“The Foundation will have one class of Members. Any person or entity who makes a contribution to the Foundation during the fiscal year will be a member for that year ("Member"). Members will have the right to vote in the Board of Directors election. The Board of Directors may at any time create additional membership classifications.”

“The Members will elect Directors at the Annual Meeting from the slate of qualified candidates presented at the Annual Meeting. Members will have the opportunity to nominate qualified Board candidates prior to the Annual Meeting. The election will be held in accordance with these Bylaws and procedures established by the Board. In addition, the members will consider such other business as may properly be brought before the meeting.”

“The accountant at Northern State University Foundation will review the draft and provide questions to the preparer. A draft will also be provided to the Audit and Compliance Committee for review. The Audit Committee will recommend approval of the Form 990 to full board where it will be voted on before it is filed.”

“Board members will abstain from decisions in which they have an interest. This is documented in the board/committee minutes. In addition, staff will prepare an annual report on the results of the conflict of interest disclosure questionnaire sent to board members to the Audit and Compliance Committee for review annually. Staff does sign an annual "Code of Ethics" document that requires them to disclose any conflicts of interest that arise through the year.”

“For Northern State University Foundation employees, compensation increases are based on what the state of South Dakota provides to University employees.”

“These documents are made available upon approval by the President/CEO.”

“Continuation of Amendments to Bylaws: Provisions for a finance and audit committee were added as follows: Finance & Audit. Assist the Board in overseeing accounting policies and auditing and reporting practices. The committee will, in conjunction with Treasurer, cause the Foundation's books and records to be audited by an independent certified public accountant as often as required by statute or rule, or as required by the Board. The committee will recommend to the Board independent auditors for the Foundation. The committee will oversee each audit and present the results to the Board. The committee will recommend a change of independent auditors or auditing practices when necessary or request additional information or authorization to hire additional auditing resources. The committee will periodically meet with the independent auditors to discuss and determine the scope of the audit, the Foundation's internal accounting controls, and significant financial reporting matters. The committee will periodically review the Foundation's financial records, with respect to the audit results, changes in accounting principles or practices, areas of audit concern, contents of the independent auditors' management letter and the Foundation's response thereto. A section regarding Foundation Officers was added: 7.1 Number. The Foundation Officers will be Foundation President and one or more vice-presidents. The Board may, upon majority vote, create the offices of secretary and any other office it deems necessary to properly operate the Foundation ("Foundation Officers"). 7.2. Hiring. The Board will perform the acts necessary to locate and hire the Foundation President. 7.3. Duties. The Foundation Officers' duties are as follows: a. Foundation President. The Foundation President is the chief executive officer of the Foundation and is the official representative of the Foundation. The Foundation President will have general charge and control of Foundation affairs subject to direction of the Board and these Bylaws. The Foundation President may call special meetings of the Board, as provided for in these Bylaws. The Foundation President will oversee the long-term goals and purposes of the Foundation. In addition, the Foundation President will have the power to approve bills for payment, subject to limits prescribed by the Board. The Foundation President will, subject to limits prescribed by the Board, have the power to sign and execute all contracts and instruments of conveyance in the Foundation name; to sign checks, drafts, and notes; and to perform all other duties usually incident to the office of corporate president. The Foundation President will establish policies to ensure proper functioning of the Foundation. The Foundation President will hire, supervise and, if necessary, terminate all Foundation employees. The Foundation President will deliver a written report to the Board at each regular Board meeting and at to the Members at their annual meeting. In the event the Foundation President is unable to perform the duties of the office, the Chair will serve as the Foundation President during the absence or until the Board appoints an interim replacement or hires a new person for the office. b. Vice President. The vice-president(s) will perform such duties as may be assigned by the Foundation President. c. Secretary. In the event the Board creates this office, the Secretary will keep a record of all Foundation Members. The Secretary will serve notice of all Member meetings keep the minutes of each such meeting; will execute, with the Foundation President, all Foundation contracts and instruments as authorized by the Board of Directors; will have charge of the books, papers and records of the Foundation all of which will at all reasonable times be open to the examination of any Member; will authenticate Foundation records; and will perform all duties incident to the office of Secretary, subject to the control of the Foundation President. The S”

“Change in Split Interest Agreements 3,007,240.”