Nc State Natural Resources Foundation Inc

“The executive committee shall consist of the chair, who shall serve as chair of the executive committee, the vice-chair, the past chair, the treasurer, and the chair of each standing committee of the board. The president and dean, cnr, will serve ex-officio as nonvoting members of the executive committee and may also serve as nonvoting members of any other committee authorized by these bylaws if duly appointed by the board. By resolution adopted by a majority of the directors then in office, the board of directors shall, at or before its annual meeting, appoint the members of the executive committee. The executive committee shall have and may exercise, in the interim between meetings of the board of directors, and except as otherwise provided in section 5 of the bylaws, all the powers of the board of directors. Executive committee members appointed by the board shall serve at the pleasure of the board but only for so long as they also serve as directors and maintain their qualifying offices or designations as the case may be.”

“The organization amended its bylaws as of 11/1/2024. Significant changes include the following: 1. Addition of purposes section: the corporation is organized to: a. Operate exclusively for scientific and educational purposes in support of the scientific, educational, research, literary and outreach missions of the college of natural resources at nc state university; b. Promote the welfare and future development of the college of natural resources at nc state university within the meaning of sections 501(c) (3), c. Receive gifts which qualify under section 170, of the internal revenue code of 1986 or the corresponding provisions of any future internal revenue service law; d. Seek gifts for the benefit of the college of natural resources at nc state university through current funds, endowment giving and other fund-raising programs; e. Support the dean and their leadership team in the college of natural resources. 2. Updated director terms and staggered terms: directors shall be elected to serve a term of four (4) years to begin at the adjournment of the annual meeting of the board at which the director was elected. Directors may be reelected for a second, successive term of service, but may not serve more than eight (8) years consecutively. A director, however, may serve beyond the eight (8) year limitation, up to another full term, if elected and holding the position of chair or vice chair of the board. This instance of an elected chair or vice chair serving past their second four (4) year term does not affect the total remaining sixteen (16) directors, but in part increases the number to possibly twenty (20) during which the director(s) holds this position. The terms of the directors shall be staggered by dividing the number of directors then set by the board into four (4) classes of up to four (4) directors each, such that the term of one (1) class of directors to be elected shall expire each year; provided further, in the event the number of directors shall be increased, each class of directors shall be increased on a "pro rata" basis such that following such increase an equal number of directors shall be elected each year; and in the further event the number of directors shall be decreased, each class of directors shall be reduced on a "pro-rata" basis such that following such reduction an equal number of directors shall be elected each year. Each director shall serve until the end of their term hereunder, or until their office is declared vacant, or until their successor is duly elected and qualified, or until they die, resign or become disqualified or until they are removed. The board may from time to time change the term of service by amendment of these bylaws. Any decrease in the term of office does not in and of itself shorten an incumbent director's term. 3. Updated chair and vice-chair of the board of directors terms: there shall be a chair of the board of directors ("chair") who shall be elected by the directors from among members of the board of directors at or before an annual meeting of the board of directors, to serve a term of two (2) years, or until the chair's office shall be declared vacant, or until their successors are elected. There shall be a vice-chair of the board of directors ("vice-chair") who shall be elected by the directors from among members of the board of directors at an or before the annual meeting of the board of directors, to serve a term of two (2) years, or until the vice-chair's office shall be declared vacant, or until their successors are elected. 4. Revised nominating committee submission period: the executive committee shall also serve as the nominating committee and shall submit the slate of recommended nominees to the full board of directors for its consideration at least fifteen (15) days prior to the annual meeting. 5. Changed advancement committee requirements: the board shall appoint an advancement committee consisting of at least three (3) members of the board of directors. The”

“The treasurer of nc state university (also, "nc state"), a senior administrative officer of nc state and also ex-officio treasurer of the corporation, will serve ex-officio as a voting member of the board. In addition, the president of the corporation, and the dean, college of natural resources (also, "cnr"), nc state, a senior academic officer of nc state, will serve ex-officio as nonvoting members of the board.”

“The form 990 is reviewed by the audit and finance committee and a copy of the form 990 is provided to all members of the governing body prior to filing.”

“In order to monitor and enforce compliance with the organization's conflict of interest policy, nc state natural resources foundation follows the following practices: 1) all transactions (other than expense reimbursements) between the foundation and a director, officer, or employee of the foundation, must be authorized and approved by the foundation's board of directors or ratified in good faith by the foundation's board of directors at the subsequent meeting following the transaction. 2) no foundation director, officer, or employee having a direct or indirect interest in any foundation business transaction may be involved in the decision with respect to whether the foundation should enter into such transaction. For purposes of this section, a director, officer or employee has an indirect interest in a transaction if: (a) another entity in which he has a material financial interest or in which he is a general partner is a party to the transaction; or (b) another entity of which he is a director, officer, or trustee is a party to the transaction and the transaction is or should be considered by the board. 3) no scholarship or fellowship award may be made to a director, officer, or employee of the foundation or to a family member of any such person unless the recipient of the award is determined by an independent awards committee.”

“The board members that are compensated receive compensation from nc state university, a 115(1) organization related to nc state natural resources foundation.”

“The form 990 is listed on the website. The form 1023 (which was filed prior to july 15, 1987) is not publicly available.”

“The governing documents and audited financial statements are available on the organization's website: https://aeoperations.ofa.ncsu.edu/nc-state-natural-resources-foundation-inc. The conflict of interest policy available upon request.”

“Https://aeoperations.ofa.ncsu.edu/nc-state-natural-resources-foundation- inc/”

“Change in value of split interest agreements -52,357.”