VMI Alumni Agencies Board Inc.

“Below are the changes to the bylaws & articles of incorporation: articles of incorporation: 1. The name of the organization is now vmi alumni agencies board, inc. 2. The organization now supports vmi foundation, vmi alumni association, & vmi keydet club collectively referred to the vmi alumni agencies. 3. The purposes of the corporation include: (a) governance, oversight, and coordination of the activities and operations of the v.m.i. Alumni agencies in carrying out their respective missions in support of v.m.i.; (b) strategic planning and development of policies designed to coordinate the missions of the v.m.i. Alumni agencies, including coordination with v.m.i.'s superintendent to align the v.m.i. Alumni agencies' missions and planning with v.m.i.'s strategic planning, and (c) participating in financing transactions, including borrowings, to further the corporation's purposes as well as the purposes of the v.m.i. Alumni agencies and v.m.i., subject to existing debt management policy. 4. Upon the dissolution of the corporation, and after all of its liabilities and obligations have been paid, satisfied, and discharged, or adequate provisions made therefor, all of the corporation's remaining assets shall be distributed to or among the v.m.i. Alumni agencies, v.m.i., or one or more foundations or other corporations affiliated with v.m.i. That are organized and operated exclusively for charitable and educational purposes within the meaning of sections 501(c)(3) and 170(c)(2)(b) of the internal revenue code. 5. The number of voting directors of the corporation shall be seven (7). The corporation's board of directors shall be appointed as follows: (a) two directors shall be appointed by the board of directors of v.m.i. Foundation, incorporated and shall be officers of v.m.i. Foundation, incorporated at the time of their appointment; (b) two directors shall be appointed by the board of directors of the v.m.i. Alumni association and shall be officers of the v.m.i. Alumni association at the time of their appointment; (c) two directors shall be appointed by the board of directors of vmi keydet club, incorporated and shall be officers of vmi keydet club, incorporated at the time of their appointment, and (d) one director shall be appointed by the board of visitors of v.m.i. And shall be a member of the board of visitors of v.m.i at the time of his or her appointment. Each director shall serve for a term of one year or until his or her successor is appointed. 6. The corporation shall have two (2) nonvoting directors. The nonvoting directors shall be the superintendent of v.m.i. And the chief executive officer of the corporation. Each nonvoting director shall serve ex officio for a term that equals his or her tenure in the office specified. Bylaws: 1.”

“Members of the vmi alumni association, inc. Board of directors serve as the members of the vmi alumni agencies board, inc.”

“Members of the vmi alumni association, inc. Have the right to elect one or more members of the vmi alumni agencies board's board of directors.”

“The vmi alumni agencies board's bylaws provide that any amendment to the bylaws by the board of directors is subject to amendment or repeal by the members.”

“Prior to its filing, a public disclosure copy of the form 990 was distributed to and reviewed by the board members during a scheduled meeting. Since a complete copy of the form 990 was not provided to the board, the foundation has answered no to form 990, part vi, question 11a.”

“Annual conflict of interest statetments are completed by all board members. Additionally, a conflict of interest policy which governs all board members is in place and reviewed and updated annually for existing and new board members.”

“Governing documents are available on organization's website and are also available upon request.”

“Actuarial gain (loss) on trust & annuity obligations 106,652.”

“The organization has an audit committee in place that assumes responsibility for the oversight of the audit and selection of an independent accountant. The audited financial statements are reviewed at a scheduled meeting each year.”