Nc State Engineering Foundation Inc.

“The Executive Committee consists of the officers, the immediate past president, and the chairman of each standing committee of the board provided the immediate past president, secretary, and treasurer of the foundation shall be non-voting members of the executive committee and serve in an advisory capacity only, unless the immediate past president is also a member of the board in which case that individual will be a voting member of the executive committee. The Executive Committee shall exercise all of the powers of the Foundation in the interim between meetings of the Board, including all of the powers that have been conferred upon it or upon the board, except that the executive committee shall have no power or authority to (a) authorize distributions; (B) approve dissolution, merger or sale, pledge or transfer of all or substantially all of the Foundations assets; (c) elect, appoint, or remove directors, fill vacancies on the board or any of its committees; or (D) adopt, amend or repeal the articles or certificate of incorporation or these bylaws. Form 990, Part VI, Section A, Line 4: Article VII: Directors Section 2: Number and Qualifications ; Ex-Officio Nonvoting members Amended language: The Foundation shall be governed by a Board of Directors. The Board shall determine the number of Directors. The Board shall consist of at least four (4) Directors, and multiples of four (4) Directors up to and including, but no more than, forty (40) Directors. The Board may from time to time change the number of Directors by amendment of these Bylaws. A decrease in the number of Directors does not in and of itself shorten an incumbent Directors term. The Board shall determine the persons who shall serve as Directors, with the advice and assistance of the Nominations, Orientation, and Recognition Committee. In addition to the foregoing Board members, (i) the Engineering Council President of North Carolina State University, (ii) the Foundation Executive Director and (iii) a Senior Academic Officer or Senior Administrative Officer of North Carolina State University to be designated by the Board shall serve as ex-officio and voting members of the Board. Superseded Language: The Foundation shall be governed by a Board of Directors. The Board shall determine the number of Directors. The Board shall consist of at least four (4) Directors, and multiples of four (4) Directors up to and including, but no more than, forty (40) Directors. The Board may from time to time change the number of Directors by amendment of these Bylaws. A decrease in the number of Directors does not in and of itself shorten an incumbent Directors term. The Board shall determine the persons who shall serve as Directors, with the advice and assistance of the Nominations, Orientation, and Recognition Committee. In addition to the foregoing Board members, the Engineering Council President of North Carolina State University and a Senior Academic Officer or Senior Administrative Officer of North Carolina State University to be designated by the Board shall serve as ex-officio and nonvoting members of the Board. Article IX: Committees of the Board Section 2: Executive Committee Amended Language: An Executive Committee is created which shall consist of the Officers, the Immediate Past President, a Senior Academic Officer and the Chairman of each Standing Committee of the Board, whose terms on the Executive Committee shall coincide with the terms of their respective offices or designations; provided, however, the Immediate Past President, the Secretary and the Treasurer of the Foundation shall serve in an advisory capacity only and shall be non-voting members of the Executive Committee; provided further, however, the Immediate Past President who is also a member of the Board shall nonetheless be a voting member of the Executive Committee for so long as he/she serves as designated Immediate Past President and is also a member of the Board. The President shall serve as Chairman of t”

“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 directors 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. Form 990, Part VI, Section B, Line 15: THE BOARD OF DIRECTORS AND OFFICERS OF N.C. STATE ENGINEERING FOUNDATION THAT DO RECEIVE COMPENSATION ARE COMPENSATED BY NC STATE UNIVERSITY, A 170(c)(1) ORGANIZATION RELATED TO 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 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-Engineering -Foundation-Inc./ Other governing documents are available upon request.”

“Http://FoundationsAccounting.ofa.NCSU.EDU/Foundations/NC-State-Engineering -Foundation-Inc./ Form 990, Part I, Line 1, Description of Organization's Mission: Aids and Promotes, by financial assistance and otherwise, educational, research, and extension in the college of engineering at North Carolina State University.”

“Change in Value of Split Interest Agreement ($49,872) and transfers of Funds from Associated Entities $32,335”