North Carolina State University

“The executive committee consists of the chairperson, the vice chairperson, the immediate past chairperson, the president of the north carolina state university alumni association, and the chairpersons of the audit and finance committee, the development committee, the awards and grants committee, and the nominating committee. The chancellor of the north carolina state university and the president, vice president for development, secretary, and the treasurer of the foundation shall serve as ex-officio members of the executive committee without voting privileges. The chairperson of the foundation shall serve as the chair of the executive committee. Members shall serve two year terms in conjunction with the term of the chairperson of the foundation. The executive committee shall have and exercise the authority of the board of directors in the management of the business of the foundation between the meetings of the board; provided, however, that the executive committee shall have no power 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, except to fill vacancies on the board pursuant to the bylaws; or (d) adopt, amend or repeal the articles of certificate of incorporation or these bylaws. The presence of one-half of the voting directors of the executive committee at any regular or special meeting or said committee shall constitute a quorum for the transaction of business.”

“The president of the north carolina state university alumni association shall serve as an automatic director. The individual serving as the university's vice chancellor for university advancement serves ex officio as the president of the foundation and as a voting regular member of the foundation's board of directors. In addition, the bylaws require that at least one senior academic officer or senior administrative officer of nc state university, or a designee of the chancellor, serve as an ex officio voting regular member of the board and on any standing committee or other committee that has delegated authority to act on behalf of the board. These positions are filled automatically by virtue of the individuals' university or related board offices and not by election by the foundation's members or board.”

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

“Any corporate transaction in which a director has a direct or indirect interest must be authorized, approved or ratified 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. A director has an indirect interest in a transaction if: (a) another entity in which he has a material financial interest or in which he is a general partner is a party to the transaction; or (b) another entity of which he is a director, officer, or trustee is a party to the transaction and the transaction is or should be considered by the board.”

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

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

“Change in value of split interest agreements -507,323. Change in value of charitable lead trusts -289,311.”