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. FORM 990, PART VI, SECTION A, LINE 2: Director Lou Boos is President of Nordic Engineering which is a supplier to MeadWestvaco. Director Harry Sideris is Sr. Vice President and Chief Distribution Officer, 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.”

“Article II: Offices Section 1. Registered Office Amended Language: The corporation shall have and continuously maintain in the state of north carolina a registered office and a registered agent whose office is identical with such registered office. Such registered office shall be located at 2820 faucette drive, room 2028 biltmore hall, nc state university, wake county, north carolina, or at such other place within the state of north carolina as may from time to time be fixed and determined by the board of directors. Superseded Language: The corporation shall have and continuously maintain in the state of north carolina a registered office and a registered agent whose office is identical with such registered office. Such registered office shall be located at 2820 faucette drive, room 3036 biltmore hall, nc state university, wake county, north carolina, or at such other place within the state of north carolina as may from time to time be fixed and determined by the board of directors. 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 annual meeting of the board at which the director was elected. Each director may be reelected to serve one additional successive four (4)-year term, for a total of two (2) successive four (4)-year terms. 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 his term hereunder, or until his office is declared vacant, or until his successor is duly elected and qualified, or until he dies, resigns or becomes disqualified or until he is 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. Superseded 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 term, for a total of two (2) successive four (4)-year terms. 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 his term hereun”

“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.”

“Section 3b. Audit and Finance Committee Amended Language: The Audit and Finance Committee shall consist of at least three (3) Directors as the Board may determine and appoint. The Finance Committee so constituted and appointed shall: i. Work with the Treasurer to recommend an investment policy to the Board of Directors; ii. Be responsible, according to the approved investment policy, for the manner in which, and the extent to which, the funds of the Corporation shall be invested; iii. Make periodic investment reports to the Board of Directors; iv. Receive the report of the independent CPA firm that conducts the Corporations annual audit and relevant tax forms to be submitted by the Corporation. And v. Work with the Dean to develop a proposed General Fund budget for the Corporation and shall annually submit such proposed budget with recommendations to the Board of Directors prior to the new fiscal year. vi. Receive whistleblower complaints from employees of the Corporation. Superseded Language: The Audit and Finance Committee shall consist of at least three (3) Directors as the Board may determine and appoint. The Finance Committee so constituted and appointed shall: i. Work with the Treasurer to recommend an investment policy to the Board of Directors; ii. Be responsible, according to the approved investment policy, for the manner in which, and the extent to which, the funds of the Corporation shall be invested; iii. Make periodic investment reports to the Board of Directors; iv. Receive the report of the independent CPA firm that conducts the Corporations annual audit and relevant tax forms to be submitted by the Corporation. And v. Work with the Dean to develop a proposed General Fund budget for the Corporation and shall submit such proposed budget with recommendations to the Board of Directors at its regular annual meeting. vi. Receive whistleblower complaints from employees of the Corporation. Article VIII: General Provisions Section 1. Purposes and Powers Amended Language: This Corporation is organized to operate exclusively for scientific and educational purposes in support of the scientific, educational, research and outreach missions of the College of Natural Resources at NC State University. The purposes for which the Corporation operates include, but are not limited to: a. Acquiring by purchase, lease, option, deed of gift, or otherwise, lands to be devoted to the specific objectives and purposes particularly set out in this paragraph in order to aid and promote by financial assistance and otherwise all types of forest education and research at, or by, CNR; Superseded Language: This Corporation is organized to operate exclusively for scientific and educational purposes in support of the scientific, educational, research and outreach missions of the College of Natural Resources at NC State University. The purposes for which the Corporation operates include, but are not limited to: a. Acquiring by purchase, lease, option, deed of gift, or otherwise, lands to be devoted to the specific objects and purposes particularly set out in this paragraph in order to aid and promote by financial assistance and otherwise all types of forest education and research at, or by, CNR; FORM 990, PART VI, SECTION B, LINE 11: DRAFT 990 IS DISTRIBUTED TO BOARD MEMBERS FOR THEIR REVIEW PRIOR TO FILING.”

“DECREASE IN VALUE OF SPLIT INTEREST AGREEMENT (94,492) Transfer Out (12,955) TOTAL to fORM 990, PART XI, LINE 9 (107,447)”

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