North Carolina Veterinary Medical Foundation Inc.

“THE EXECUTIVE COMMITTEE CONSISTS OF THE OFFICERS, THE IMMEDIATE PAST PRESIDENT, AND TEN OTHER MEMBERS OF THE BOARD OF DIRECTORS. THE SECRETARY AND TREASURER OF THE CORPORATION SHALL SERVE IN AN ADVISORY CAPACITY ONLY AND SHALL BE NON-VOTING MEMBERS OF THE EXECUTIVE COMMITTEE. TERMS OF ALL MEMBERS OF THE EXECUTIVE COMMITTEE SHALL COINCIDE WITH THE TERMS OF THEIR QUALIFYING RESPECTIVE OFFICES OR DESIGNATIONS; PROVIDED FURTHER, HOWEVER, THAT THE IMMEDIATE PAST PRESIDENT SHALL BE A NON-VOTING MEMBER OF THE EXECUTIVE COMMITTEE UNLESS HE IS ALSO A MEMBER OF THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE, IN THE INTERIMS BETWEEN THE MEETINGS OF THE BOARD OF DIRECTORS, SHALL EXERCISE ALL POWERS OF THE CORPORATION, INCLUDED ALL OF THE POWERS THAT HAVE BEEN CONFERRED UPON IT OR UPON THE BOARD OF DIRECTORS, 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 CORPORATION'S ASSETS; (C) ELECT, APPOINT OR REMOVE DIRECTORS, OR FILL VACANCIES ON THE BOARD OR ON ANY OF ITS COMMITTEES; OR(D) ADOPT, AMEND OR REPEAL THE ARTICLES OF INCORPORATION OR THESE BYLAWS. THE PRESENCE OF SIX MEMBERS OF THE EXECUTIVE COMMITTEE AT ANY REGULAR OR SPECIAL MEETING OF SAID COMMITTEE SHALL CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS. FORM 990, PART VI, SECTION, LINE 4 ARTICLE III: BOARD OF DIRECTORS SECTION 2: NUMBER, TENURE AND QUALIFICATIONS AMENDED LANGUAGE: The corporation shall be governed by a Board of Directors. The number of persons on such Board of Directors shall consist of up to forty-four (44), four(4) of whom shall be "ex officio" Directors with voting power: 1)the Commissioner of Agriculture of the State of North Carolina, 2) the president of the North Carolina State Grange, 3) the president of the north carolina farm bureau, and 4) the Treasurer of North Carolina State University ("NC State"), a Senior Administrative Officer of NC State and also ex-officio Treasurer of the corporation. The remaining Directors shall be elected; provided, however, no more than twenty-five percent (25%) of the elected members of the Board of Directors shall be veterinarians. Those persons elected to succeed Directors whose terms have expired shall be elected at the annual meeting of the Board of Directors by the then members of the Board of Directors, including those members whose terms expire at the conclusion of such annual meeting each year. They must receive the affirmative vote of a majority of the members of the Board of Directors present. Directors so elected shall serve for a term of four (4) years, beginning at the adjournment of the annual meeting at which they are elected. They would serve for four (4) year terms; may be selected for second term, but may not serve more than eight (8) years consecutively, then eligible to return after one (1) year of non-service. The elected Directors shall be divided into four classes of up to ten (10) Directors each, and the terms of the classes of the elected Directors shall be the staggered such that the term of one (1) class of elected Directors shall expire each year. In the event the number of elected Directors shall be increased, the additional elected Directors shall be added to each class of elected Directors on a "pro rata" basis such that following such increase an equal number of Directors will be elected each year. In the event the number of elected Directors shall be decreased, the elected Directors removed by reason of such decrease shall be removed from each class of elected Directors on a "pro rata" basis such that following such decrease an equal number of directors will be elected each year. Superseded language: The corporation shall be governed by a Board of Directors. the number of persons on such board of directors shall consist of up to forty-four (44), three(3) of whom shall be "ex officio" Directors with voting power: the commissioner of agriculture”

“The board of directors and officers of north carolina veterinary medical foundation that do receive compensation are compensated by nc state university, a 501(c)(3) organization related to north carolina veterinary medical 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/north-carolinaveteri nary-medical-foundation-inc. Other governing documents are available upon request.”

“Http://foundationsaccounting.ofa.ncsu.edu/foundations/ north-carolina-veterinary-medical-foundation-inc form 990, part i, line 1, description of organization mission: the north carolina veterinary medical foundation, inc. Provides financial support for all types of education and research in the field of veterinary medicine at north carolina state university.”

“SECTION 7: QUORUM AMENDED LANGUAGE: The presence of one-third (1/3) of the members of the Board of Directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business; provided, that, if less than a quorum of the Directors shall be present at the time and place of any meeting, the Directors present may adjourn the meeting from time to time until a quorum shall be present, and notice of any adjourned meeting need not be given. Virtual Attendance. Members may participate in any meeting through the use of a tele- or videoconference or similar communications equipment by means of which all persons participating in the meeting can communicate with one another or through any technology allowable under law, but only to the extent allowed by the Board of Directors. Such participation in the meeting shall constitute presence in person at the meeting. SUPERSEDED LANGUAGE: The presence of one-third (1/3) of the members of the Board of Directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business; provided, that, if less than a quorum of the Directors shall be present at the time and place of any meeting, the Directors present may adjourn the meeting from time to time until a quorum shall be present, and notice of any adjourned meeting need not be given. ARTICLE III: BOARD OF DIRECTORS SECTION 12: DIRECTOR EMERITUS AMENDED LANGUAGE: From time to time the board of Directors may recognize exemplary service of retiring or former directors by electing deserving individuals to the position of Director Emeritus. Directors Emeritus will serve in an ex officio status and will serve for life. Nomination and election will take place at the Foundations annual meeting and election will require a two-thirds (2/3rds) vote of all Directors present. SUPERSEDED LANGUAGE: From time to time the board of Directors may recognize exemplary service of retiring or former directors by electing deserving individuals to the position of Director Emeritus. Directors Emeritus will serve in an ex officio status and will serve for life. Nomination and election will take place at the Foundations annual meeting and election will require a 2/3s vote of all Directors present. ARTICLE IV: OFFICERS SECTION 2: ELECTION, TERM OF OFFICE AND QUALIFICATIONS AMENDED LANGUAGE: With the exception of the Secretary and the Treasurer, who also serves in an ex officio capacity as a Director, officers of the corporation shall be elected by the Board of Directors every two years to serve two-year terms at the Regular Annual Meeting of 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. All of the officers except the Secretary and Treasurer shall be elected from the membership of the Board of Directors. SUPERSEDED LANGUAGE: Officers of the corporation shall be elected by the Board of Directors every two years to serve two-year terms at the Regular Annual Meeting of 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. All of the officers except the Secretary and Treasurer shall be elected from the membership of the Board of Directors. Traditionally the Vice Chancellor, Finance and Business or his designee, and the University Treasurer serve as Assistant Treasurer and Treasurer, respectively, and the Executive Director of the North Carolina Veterinary Medical Foundation, Inc. serves as Secretary; provided, such officers shall not hold office beyond the completion of their respective terms as members of the Board of Directors of the corporation. Article IV: Officers SECTION 3: SUBORDINATE OFFICERS AND AGENTS AMENDED LAN”

“SECTION 2: EXECUTIVE COMMITTEE AMENDED LANGUAGE: At each annual meeting the Board of Directors of the corporation shall elect an Executive Committee consisting of the officers, the immediate past president, the ad hoc committee chairs, and up to ten (10) other members of the Board of Directors. The Secretary of the corporation shall serve in an advisory capacity only and shall be a non-voting member of the Executive Committee. Each member of the Executive Committee shall serve until the annual meeting of the Board of Directors next after his election or until his earlier death, resignation, disqualification or removal. In any event, terms of all members of the Executive Committee shall coincide with the terms of their qualifying respective offices or designations; provided further, however, the immediate past president shall be a non-voting member of the Executive Committee unless he/she is also a member of the Board of Directors. The Executive Committee so appointed, in the interims between the meetings of the Board of Directors, shall exercise all the powers of the corporation, including all of the powers that have been conferred upon it or upon the Board of Directors, except that the Executive Committee shall have no power or authority to (a) authorize distributions; (b) approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of the corporations assets; (c) elect, appoint or remove Directors, or fill vacancies on the Board or on any of its committees; or (d) adopt, amend, or repeal the Articles of Incorporation or bylaws. The presence of six (6) members of the Executive Committee at any regular or special meeting of said Committee shall constitute a quorum for the transaction of business. SUPERSEDED LANGUAGE: At each annual meeting the Board of Directors of the corporation shall elect an Executive Committee consisting of the officers, the immediate past president and ten (10) other members of the Board of Directors. The Secretary and Treasurer of the corporation shall serve in an advisory capacity only and shall be non-voting members of the Executive Committee. Each member of the Executive Committee shall serve until the annual meeting of the Board of Directors next after his election or until his earlier death, resignation, disqualification or removal. In any event, terms of all members of the Executive Committee shall coincide with the terms of their qualifying respective offices or designations; provided further, however, the immediate past president shall be a non-voting member of the Executive Committee unless he is also a member of the Board of Directors. The Executive Committee so appointed, in the interims between the meetings of the Board of Directors, shall exercise all the powers of the corporation, including all of the powers that have been conferred upon it or upon the Board of Directors, except that the Executive Committee shall have no power or authority to (a) authorize distributions; (b) approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of the corporations assets; (c) elect, appoint or remove Directors, or fill vacancies on the Board or on any of its committees; or (d) adopt, amend, or repeal the Articles of Incorporation or bylaws. The presence of six (6) members of the Executive Committee at any regular or special meeting of said Committee shall constitute a quorum for the transaction of business. FORM 990, PART VI, SECTION B, LINE 11: DRAFT 990 IS DISTRIBUTED TO BOARD MEMBERS FOR THEIR REVIEW PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C: 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”

“Change in split interest agreements (7,007) total to form 990, part xi, line 9 (7,007)”