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 State President-Florida, 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 5. Vacancies Amended Language: In case of any vacancy on the Board of Directors, through death, resignation, disqualification, removal, increase in the number of Directors, or other cause, the remaining Directors shall continue to act; and such vacancy may be filled by the vote of a majority of the remaining Directors, even though such majority is less than a quorum, or by the sole remaining Director if there be only one (1) Director remaining. Any Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacant. Such partial terms shall not count toward the two consecutive term limit. Superseded Language: In case of any vacancy on the Board of Directors, through death, resignation, disqualification, removal, increase in the number of Directors, or other cause, the remaining Directors shall continue to act; and such vacancy may be filled by the vote of a majority of the remaining Directors, even though such majority is less than a quorum, or by the sole remaining Director if there be only one (1) Director remaining. Any Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacant. Article V: Committees of the Board Section 3. Standing Committees Amended Language: Advancement Committee. The Board shall appoint an Advancement Committee consisting of at least three (3) members of the Board of Directors. The Advancement Committee shall: i. Recommend to the Board of Directors a fund-raising policy and a plan, both in agreement with the fund-raising activities of NC State; ii. Be responsible, according to the approved policy, for raising funds by all means other than forest land management activities; iii. Coordinate with CNR to organize events and activities designed to raise awareness of the Corporation and the linkage between CNR and the Corporation; and iv. Create linkage between the Corporation and the CNR Advisory Groups. Only Standing Committee members who are also Directors of the Corporation may be voting members of any Standing Committee. Standing 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 hold and maintain their qualifying offices or designations, as the case may be; provided further, none of the members of the Audit and Finance Committee shall be employees of either North Carolina State University or the Corporation, and each of whom shall remain in office at the will of the Board of Directors unless sooner disqualified by becoming an employee of either North Carolina State University or the Corporation. Each Standing Committee shall have a Chair. Any Standing Committee may invite non-Board members to be non-voting members of the Standing Committee. Superseded Language: Advancement Committee. The Board shall appoint an Advancement Committee consisting of at least three (3) members of the Board of Directors. The Advancement Committee shall: i. Recommend to the Board of Directors a fund-raising policy and a plan, both in agreement with the fund-raising activities of NC State; ii. Be responsible, according to the approved policy, for raising funds by all means other than forest land management activities; iii. Coordinate with CNR to organize events and activities designed to raise awareness of the Corporation and the linkage between CNR and the Corporation; and iv. Create linkage between the Corporation and the CNR Advisory Groups. Only Standing Committee members who are also Directors of the Corporation may be voting members of any Standing Committee.”

“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.”

“Decrease in value of split interest agreement 283,254 total to form 990, part xi, line 9 283,254”

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