North Carolina State University Foundation Inc.

“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 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. Form 990, Part VI, Section A, Line 4: Article 1 Names and Purposes Section 5 - Existence: Amended Language: It is the intent of this Foundation that it have perpetual existence. In the event of dissolution of the Foundation, all assets and property which remain after the discharge of the Foundation's liabilities and unless otherwise designated by the donor of an asset shall be paid over or distributed by the Board of Directors to North Carolina State University or to another Approved Associated Entity of NC State organized to support the University or any of its Colleges, Schools, Departments, and shall be used or distributed for no other object or purpose whatsoever. Superseded Language: It is the intent of this Foundation that it have perpetual existence. In the event of dissolution of the Foundation, either voluntary or involuntary, all assets and property which remain after the discharge of the Foundation's liabilities and unless otherwise designated by the donor of an asset shall be paid over or distributed by the Board of Directors to North Carolina State University or to any other non-profit corporation or corporations organized to support the University or any of its Colleges, Schools, Departments, or affiliated organizations as determined by the Board of Directors in its sole discretion, and shall be used or distributed for no other object or purpose whatsoever; provided, however, that any such organization must be exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code, as amended and be an associated entity approved by North Carolina State University. Article 2: Board of Directors Section 1: Number and Composition Amended Language: The Board of Directors, hereinafter referred to as the Board, shall be composed of twenty-seven (27) voting members as follows: (a) Elected Directors: Twenty-four (24) Directors shall be elected for four-year terms with six of the terms expiring on the last day of each fiscal year. Their successors shall be elected by a majority vote of the voting Directors present and voting at the annual meeting. At least seventeen (17) of the twenty-four (24) Elected Directors shall be alumni of North Carolina State University. An Elected Director shall not be a member of the North Carolina State University Board of Trustees during his/her term as an Elected Director. Furthermore, an Elected Director shall not be a member of the Board of Governors of the University of North Carolina System during his/her term as an Elected Director. A slate”

“Form 990 is reviewed by audit & investment committee 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 do receive compensation are compensated by nc state university, a 170(c)(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 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-university- foundation-inc. Other governing documents are made available upon request.”

“Http://foundationsaccounting.ofa.ncsu.edu/foundations/nc-state- university-foundation-inc form 990, part i, line 1, description of organization mission: supports, by financial assistance and otherwise, the various colleges within the university, the libraries, and other university-connected functions.”

“Transfer to other university entities (254,057) change in value of split interest agreements 1,301,073 change in value of charitable lead trust (250,661) total to form 990, part xi, line 9 796,355”