North Carolina State University Alumni Association Inc

“Executive committee 1. The executive committee shall be composed of the president, vice president, immediate past president, secretary-treasurer and such additional members of the board as are appointed by the president, not to exceed ten. Members of the executive committee shall serve until december 31 of the current year or until their successors are duly chosen and qualified. The executive director shall be a member. 2. The executive committee shall possess and is authorized to exercise all powers of the board of directors and shall be responsible for conduct and affairs of the association in the interim between board meetings, except the following: article iii, section 1 b- election of honorary members article iii, section 3a- filling vacancies among elected officers article vii, section 2- administration and management of permanent funds article vii, section 3- making agreements relative to gifts or bequests article viii- adopting or amending bylaws 3. The executive committee shall meet at such time and place as may be designated by the president. Notice of the meeting of the executive committee shall be communicated to members through commonly accepted communication methods (e-mail, mail, fax , telephone) at least five days in advance of such meeting. If the committee meets by teleconference, notice shall be issued to the members as soon as possible in advance of the teleconference. Two-thirds of the executive committee members shall constitute a quorum for the transaction of official business and an affirmative vote of the simple majority will constitute an act of the executive committee. The executive committee shall also be empowered to act by the written consent of the simple majority of the executive committee, although not formally convened. In the event the executive committee shall be equally divided on any matter, such matter shall be referred to the board of directors.”

“The organization amended its bylaws as of 1-31-2025. Significant changes are as follows: 1. Removal of honorary members classification. 2. Change in title of nominating committee to governance and nominating committee. 3. Updated board of directors requirements: - student representatives will be selected via the board nomination process. One representative would be selected from the caldwell fellows program and one from the student alumni association. - at least one senior academic officer or senior administrative officer of nc state, or a designee of the chancellor, must sit as an ex-officio voting regular member of the association's board. The associate vice chancellor for finance and university treasurer of north carolina state university shall serve in this capacity and on any standing committee or other committee that has delegated authority to act on behalf of the board. - special meetings of the board may be called by the chair or by 25% or more of the directors. - directors shall serve for a term of four (4) years. Directors may be elected for a second term of service but may not serve more than eight years consecutively. After a year of non-service, an individual may be elected to another term. A director may serve beyond the eight-year limitation up to another half-term (two years) if elected as an officer of the board, however, if the officer role is immediate past chair, they can only serve in that immediate past chair role for one year followed by a year of non-service. - the names of board members shall no longer be published in nc state magazine, the official publication of the association. 4. Updated officer designations: the officers of the association shall be a chair, vice chair, immediate past chair, secretary, the associate vice chancellor for alumni engagement and annual giving (aeag) as ex-officio president (voting), the assistant vice chancellor for finance, administration and talent management as ex-officio vice president (non-voting), the executive administrative assistant for alumni engagement and annual giving, as ex-officio assistant secretary (non-voting), the associate vice chancellor for finance and university treasurer as ex-officio treasurer (voting), and the senior director, foundations accounting and investments as ex-officio assistant treasurer (non-voting), and other officers as may be directed by the board. 5. Change in terminology for the following officer titles: president to chair; vice president to vice chair; immediate past president to immediate past chair. 6. Updated and revised officer roles and responsibilities. 7. Updated executive committee powers and responsibilities: the executive committee shall possess and is authorized to exercise all powers of the board of directors and shall be responsible for the conduct and affairs of the association in the interim between board meetings, except the following: a. Adopt, amend, or repeal the articles of incorporation or bylaws. B. Filling vacancies among elected officers c. Administration and management of permanent funds 8. Updated finance and audit committee composition: the committee shall be composed of up to 10 directors each of whom shall remain in office at the will of the board of directors. 9. Removal of the magazine advisory committee. 10. Noted that council on athletics representatives are ex-officio non-voting members of the board. 11. Updated nominations and elections procedure: the board shall elect the candidates for the offices of chair, vice chair and recommend a candidate to the chancellor for appointment to the council on athletics, at the appropriate meeting. 12. Change in terminology from affinity groups to volunteer communities. 13. Updated volunteer communities to include the following: the chair may appoint one ex-officio (non-voting) role on the board of directors to represent a volunteer community to serve a two-year term. 14. Removal of bequests language from article vii. Finances. 15. Removal of article x. Pu”

“At least one senior academic officer or senior administrative officer of nc state, or a designee of the chancellor, must sit as an ex-officio voting regular member of the association's board. The associate vice chancellor for finance and university treasurer of north carolina state university shall serve in this capacity and on any standing committee or other committee that has delegated authority to act on behalf of the board. The north carolina state associate vice chancellor for alumni engagement and annual giving is the ex-officio president (voting).”

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

“At the beginning of each board meeting, the president of the board reads the following ethics policy: " as chair of the alumni association, it is my responsibility to remind all members of the committee of their duty under the state government ethics act to avoid conflicts of interest and appearances of conflict of interest as required by this act. Each member has received the agenda and related information for this meeting. If any member knows of any conflict of interest or appearance of conflict with respect to any matter coming before the alumni association at this meeting, the conflict or appearance of conflict should be identified at this time." if a conflict is identified, the member who has the conflict should recuse himself or herself from any discussion or consideration of the agenda item. Recusal means leaving the room and not participating in any discussion or consideration of the agenda item. The board chair should see that this occurs before any discussion of the item presenting the conflict or appearance of conflict takes place.”

“The board of directors and officers of north carolina state university alumni association that receive compensation are compensated by nc state university, a 115(1) organization related to north carolina state university alumni association. Nc state university sets the compensation of these employees by acquiring comparability data which is reviewed and approved by independent persons with contemporaneous substantiation of the decision.”

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

“The audited financial statements are available on the website - https://aeoperations.ofa.ncsu.edu/north-carolina-state-university-alumni-ass ociation-inc/. Other governing documents are made available upon request.”

“Https://aeoperations.ofa.ncsu.edu/north-carolina-state-university-alumni -association-inc/”

“Change in value of split interest agreements -5,557.”