Nc State Engineering Foundation Inc

“There shall be an executive committee of the foundation, composed of the chair, vice chair, past chair, president, secretary, treasurer and such additional members of the board as are appointed by the chair, not to exceed ten. The chair of the board shall serve as chair of the executive committee. The presence of one-half (1/2) voting directors of the executive committee at any regular or special meeting of said committee shall constitute a quorum for the transaction of business. The executive committee shall possess and is authorized to exercise all powers of the board and shall be responsible for the conduct and affairs of the foundation in the interim between board meetings, except the following: 1. Authorize distributions. 2. Approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of the corporation's assets. 3. Elect, appoint or remove officers and directors. 4. Adopt, amend, or repeal the articles of incorporation or by-laws.”

“The engineering foundation worked with fai to draft a new version of their bylaws, to better align with nc state and unc system policies and procedures. The board of directors accepted the new version of their bylaws in spring 2025. Below are highlights of the major changes: 1. Removed definitions. 2. Updated and aligned mission and purpose language with university provided language. 3. Better defined number and composition of directors. Changed from max 40 directors to 35 elected directors and 5 ex-officio directors. 4. Regular annual meeting changed from the fall to the spring. 5. Board terms updated to follow fiscal year (july 1-june 30). 6. Updated officer titles and position descriptions. The previous title of president is now the chair, the vice president is now the vice chair, and the past president is now the past chair. Ex-officio officer titles were added with voting privileges. Treasurer (voting) is the university's treasurer, the president is the assistant dean for philanthropy, college of engineering (coe) (voting), the executive director of philanthropy, coe (non-voting) is the vice president, the director of development for operations and programs, coe (non-voting) is the secretary, and the senior director, foundations accounting and investments (non-voting) is the assistant treasurer. 7. Updated committee structure and language: - finance and audit committees combined to be finance and audit committee. - nominations, orientation, and recognition committee became governance and nominating committee. - combined development committee and college and alumni engagement committee to become the advancement committee. - removed advocacy and strategic planning committee. 8. Removed article xi language. 9. Generally updated and streamlined language throughout the new version.”

“A draft form 990 is distributed to board members for their review prior to filing.”

“If any matter should come before the board, or any of its committees, in such a way as to give rise to a conflict of interest under n.c. Gen. Stat. 55a-8-31 (as amended from time to time or the corresponding provision of any future law), any interested director shall make full disclosure of the material facts of the matter and the director's interest involving the conflict and, if requested, the interested director withdraw from the meeting for so long as the matter shall continue under discussion, except to answer any questions that might be asked regarding the situation. If the matter involves an item of business for which a special meeting was called, the interested director shall not be counted to establish a quorum, nor shall the interested director participate in the deliberation or vote on it. Furthermore, any corporate transaction in which a director has a direct or indirect interest must be authorized, ratified or approved in good faith by a majority, not less than two of the directors who have no direct or indirect interest in the transaction even though less than a quorum; provided, however, no such transaction shall be authorized, approved, or ratified by a single director. For purposes of this policy, a director has an indirect interest in a transaction if: (a) another entity in which he/she is a general partner is a party to the transaction; or (b) another entity of which he/she is a director,officer, or trustee is a party to the transaction and the transaction is or should be considered by the board of the foundation. All conflicts of interest shall be determined, addressed and resolved in accordance with n.c. Gen. Stat. 55a-8-31, as amended from time to time and the corresponding provision of any future law.”

“The board of directors and officers of n.c. State engineering foundation that receive compensation are compensated by nc state university, a 115(1) organization supported by n.c. State engineering foundation. 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/nc-state-engineering-foundation-inc/. Other governing documents are made available upon request.”

“The number of employees reported on part v, line 2a, represents the number of employees of the filing organization during the tax year 2024 which were reported on form w-3 by north carolina state university, the common paymaster.”

“Change in value of split interest agreement 59,988.”