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 foundation's 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. The presence of four (4) voting members of the executive committee at any regular or special meeting of said committee shall constitute a quorum for the transaction of business.”

“Article vii: directors section 2: number and qualifications: ex-officio nonvoting member 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, 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 director's 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 foundation executive director and (ii) 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. Also in addition to the foregoing board members, up to three (3) student representatives may be appointed by the board each year, with advice and assistance from college of engineering staff, for a one-year term as a voting member of the board. The students will be chosen from among the leadership of student organizations in the college of engineering. It is the preference of the board to have a student member in all years that a suitable candidate is available. Article vii: directors section 3: term; staggered terms amended language: beginning with the election of directors at the regular annual meeting of the board held in the year 2000, each director has been and shall be elected to serve a term of four (4) years, except as otherwise provided in these bylaws, with 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 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 ten (10) directors each, such that the term of one (1) class of directors to be elected shall expire each year. 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. Article vii: directors section 4: term limits generally; exceptions for president and directors elected to fill vacancies on the board amended language: term limits for directors have been and shall be imposed beginning with the election or reelection of directors at the regular annual meeting of the board held in the year 2000. Thereafter: (a) only those persons duly elected to the board who are also subsequently elected to the office of president and vice president shall be eligible to serve up to three (3) consecutive terms, but no more than three (3) consecutive terms except as provided in paragraph (b) of this section 4 of this article vii, from the date of his/her first election to the office of director, followed by a minimum of one year off the board before being eligible for re-nomination to the board; (b) a director who has served a third term under the provisions of paragraph (a) of this section 4 of this article vii and who will succeed to the office of immediate past president at the completion of such third term shall be eligible to serve one (1) additional consecutive two-year term, but no more than one (1) additional consecutive two-year term, to fulfill his/her duties as immediate past president, followed by a minimum of one year off the board before being eligible for re-nomination to the board. A director serving a two-year term as provided in this paragraph (b) shall not be considered a member of any class of directors as defined in section 3 of this article vii; (c) all other persons duly elected to the board shall be eligible to serve up to two (2) consecutive terms, but no more than two (2) consecutive terms, from the date of his/her first election in or after the y”

“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 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 made available upon request.”

“Equipment rental & maintenance: program service expenses 67,761. Management and general expenses 0. Fundraising expenses 25,948. Total expenses 93,709. Contracted services: program service expenses 44,079. Management and general expenses 0. Fundraising expenses 3,050. Total expenses 47,129. Dues & subscriptions: program service expenses 34,214. Management and general expenses 0. Fundraising expenses 757. Total expenses 34,971.”

“Change in value of split interest agreement 400,753. Transfers of funds from associated entities 7,200.”

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