North Carolina State University College of Sciences Foundation Inc.

“THE BOARD OF DIRECTORS OF THE CORPORATION SHALL ELECT AN EXECUTIVE COMMITTEE CONSISTING OF THE CHAIRPERSON, VICE CHAIRPERSON, PRESIDENT, TREASURER, IMMEDIATE PAST CHAIRPERSON, AND UP TO FOUR OTHER MEMBERS OF THE BOARD OF DIRECTORS WHOSE TERMS ON THE EXECUTIVE COMMITTEE SHALL COINCIDE WITH THE TERMS OF THEIR RESPECTIVE OFFICES OR DESIGNATIONS; PROVIDED FURTHER, HOWEVER, THE PRESIDENT AND THE TREASURER SHALL BE NON-VOTING MEMBERS OF THE EXECUTIVE COMMITTEE UNLESS THEY ARE ALSO MEMBERS OF THE BOARD. 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 ALTER, AMEND, OR RESCIND THE BY-LAWS OF THE CORPORATION. Form 990, Part VI, Section A, Line 4: Article IV Officers Section 2: Election. Term of Office, and Qualifications Amended language: Each officer, except such officers as may be appointed in accordance with the provisions of Section 3 of this Article IV, shall be elected by the Board of Directors at its annual meeting and shall hold office until the annual meeting of the Board of Directors held next after his election or until his death or until he shall resign or shall have been disqualified or shall have been removed from office. Each officer may be reelected for an additional one-year term. All of the officers except the President, Secretary, Assistant Secretary, Treasurer, and Assistant Treasurer shall be elected from the membership of the Board of Directors. Notwithstanding the foregoing the Vice Chancellor, Finance and Business or his designee shall serve ex officio as Treasurer. Traditionally the Associate Dean for Advancement serves as President. Superseded Language: Each officer, except such officers as may be appointed in accordance with the provisions of Section 3 of this Article IV, shall be elected by the Board of Directors at its annual meeting and shall hold office until the annual meeting of the Board of Directors held next after his election or until his death or until he shall resign or shall have been disqualified or shall have been removed from office. Each officer may be reelected for an additional one-year term. All of the officers except the President, Secretary, Assistant Secretary, Treasurer, and Assistant Treasurer shall be elected from the membership of the Board of Directors. Traditionally the Vice Chancellor, Finance and Business or his designee, the Executive Director of Development and College Relations, and the Finance and Donor Relations Officer serve as Treasurer, President, and Secretary, respectively.”

“Draft 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 north carolina state university college of sciences foundation that do receive compensation are compensated by nc state university, a 170(c)(1) organization related to north carolina state university college of sciences 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-university- college-of-sciences-foundation-inc. Other governing documents are made available upon request.”

“Provides financial support for all types of education and research within the college of sciences at north carolina state university.”

“Change in value of split interest agreement $(19,415) transfers from other university entities $12,128 total to form 990, part xi, line 9 $(7,287)”

“Http://foundationsaccounting.ofa.ncsu.edu/foundations/nc- state-university-college-of-sciences-foundation-inc”