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 X: Officers Section 3: Election and Term Amended Language: The President, the Vice President and the Immediate Past President of the Foundation shall each serve a single, limited two (2)-year term, in his/her respective office, commencing at the Regular Annual Meeting of the Board at which he/she is elected or succeeds to office, as provided in these Bylaws, and ending at the second Regular Annual Meeting of the Board held next after his/her election, or until his/her death or until he/she shall resign or shall have been disqualified or shall have been removed from office. Officers of the Foundation, with the exception of the Secretary and Treasurer, shall be elected every two (2) years to serve two (2)-year terms at the Regular Annual Meeting of the Board by the Board, and shall hold office until the second Regular Annual Meeting of the Board held next after his/her election, or until his/her death or until he/she shall resign or shall have been disqualified or shall have been removed from office. Provided, such officers shall not hold office beyond the completion of their respective terms as members of the Board of the Foundation. Superseded Language: The President, the Vice President and the Immediate Past President of the Foundation shall each serve a single, limited two (2)-year term, in his/her respective office, commencing at the Regular Annual Meeting of the Board at which he/she is elected or succeeds to office, as provided in these Bylaws, and ending at the second Regular Annual Meeting of the Board held next after his/her election, or until his/her death or until he/she shall resign or shall have been disqualified or shall have been removed from office. Officers of the Foundation shall be elected every two (2) years to serve two (2)-year terms at the Regular Annual Meeting of the Board by the Board, and shall hold office until the second Regular Annual Meeting of the Board held next after his/her election, or until his/her death or until he/she shall resign or shall have been disqualified or shall have been removed from office. Provided, such officers shall not hold office beyond the completion of their respective terms as members of the Board of the Foundation. Article X: Officers Section 11: Secretary Amended Language: The Assistant Dean for Development of the College of Engineering, also known as the Executive Director of the Foundation, shall serve as Secretary of the Foundation. The Secretary shall keep the minutes of the meetings of the Board and the Executive Committee, and shall be responsible for compiling the minutes of meetings of the standing Committees in coordination with the respective Chairs of the Standing Committees, and the minutes of any special committee meetings, and shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law. He/she shall be custodian”

“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 ($142,348) and net transfers of Funds from Associated Entities $1,835”