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 its regular 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 this Article, 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.”

“Director Lou Boos is President of Nordic Engineering which is a supplier to MeadWestvaco. Director Harry Sideris is Sr. Vice President, Environmental Health and Safety of Duke Energy. The Foundation is exploring a solar energy project at Hofmann Forest. Mr. Sideris has recused himself from all matters related to this project. FORM 990, PART VI, SECTION A, LINE 4: Article IV: Board of Directors Section 2. Number and Qualifications: Ex-Officio Voting and Nonvoting Members Amended Language: The Board of Directors shall consist of sixteen (16) regularly-elected Directors, until changed by amendment of these Bylaws. In addition to the foregoing sixteen (16) regularly-elected Board members, the Past Chair may serve ex-officio as a voting member of the Board for a two-year term to begin immediately after serving as Chair, further increasing the size of the Board to seventeen (17) Directors for the period of the Past Chair of the Board's term; and the Treasurer of North Carolina 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, further increasing the size of the Board to eighteen (18) Directors. In addition to the foregoing voting members of the Board, 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. A decrease in the number of Directors does not in and of itself shorten an incumbent Director's term. The Board shall determine the persons who shall serve as Directors, with the advice and assistance of the Nominating Committee. No employee of the Corporation may serve as a Director. Members of the Board of Directors of the Corporation will fairly represent CNR's programs and interests while providing broad vision, professional leadership, financial acumen, and active participation. Superseded Language: The Board of Directors shall consist of twenty (20) regularly-elected Directors, until changed by amendment of these Bylaws. In addition to the foregoing twenty (20) regularly-elected Board members, the Past Chair may serve ex-officio as a voting member of the Board for a two-year term to begin immediately after serving as Chair, further increasing the size of the Board to twenty-one (21) Directors for the period of the Past Chair of the Board's term. In addition to the foregoing voting members of the Board, (1) the President of the Corporation, (2) the Treasurer of North Carolina State University (also, ''NC State"), a Senior Administrative Officer of NC State and also ex-officio Treasurer of the Corporation, and (3) 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. A decrease in the number of Directors does not in and of itself shorten an incumbent Director's term. The Board shall determine the persons who shall serve as Directors, with the advice and assistance of the Nominating Committee. No employee of the Corporation may serve as a Director. Members of the Board of Directors of the Corporation will fairly represent CNR's programs and interests while providing broad vision, professional leadership, financial acumen, and active participation. Article IV: Board of Directors Section 3. Term: Staggered Terms Amended Language Directors shall be elected to serve a term of four (4) years except as necessary to strictly ensure staggered terms or as otherwise provided in these Bylaws, said four (4)-year term to begin at the adjournment of the Regular Annual Meeting of the Board at which the Director was elected. The Annual Meeting is normally scheduled during the second quarter of the fiscal year at a time and place to be specified by the Chair of the Board of the Corporation. Each Director may be reelected to serve one additional successive four (4)-year”

“Draft 990 is distributed to board members for their review 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 executive committee of the board of directors also serves as the hr/employee benefits committee. Compensation decisions are recommended to this committee by the director of forest operations for his employees and are brought before the committee for approval. The executive committee recommends, determines, and approves salary and other compensation elements for the director of forest operations, in addition to approving recommendations from the director about his staff.”

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

“The audited financial statements are available on the website: http://foundationsaccounting.ofa.ncsu.edu/foundations/nc-state-natural-res ources-foundation-inc. Other governing documents are made available upon request.”

“To promote education and research in the college of natural resources of north carolina state university as well as aid and promote, by financial assistance and otherwise, all types of education, research and extension in the college of natural resources.”

“Increase in value of split interest agreement 211,499. Transfer of funds to/from associated entity -7,500. Total to form 990, part xi, line 9 203,999.”

“Http://foundationsaccounting.ofa.ncsu.edu/foundations/nc-state-natural-res ources-foundation-inc”