North Carolina Tobacco Foundation Inc

“The board of directors of the corporation shall elect an executive committee consisting of the officers, the immediate past chairman, and eight 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 officers and the immediate past president shall be non-voting members of the executive committee unless they are also members of the board. At the first meeting of the directors of the corporation, four (4) non-officer members shall be elected to serve for a one (1) year term, and four (4) non-officer members shall be elected to serve for a two (2) year term, and at each succeeding annual meeting, four (4) non-officer members shall be elected for a two (2) year term. At each succeeding annual meeting two (2) members from the class of directors elected at such meeting shall be elected to serve on the executive committee for a four (4) year term. Each of such non-officer members of the executive committee shall serve on the executive committee until his term of membership on the board of directors expires. 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 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 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 bylaws. The presence of eight (8) members of the executive committee at any regular or special meeting of said committee shall constitute a quorum for the transaction of business.”

“Draft 990 is distributed to board members for their review 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 north carolina tobacco foundation that do receive compensation are compensated by north carolina state university, a 170(c)(1) organization related to north carolina tobacco 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 on website http://foundationsaccounting.ofa.ncsu.edu/foundations/north-carolina- tobacco-foundation-inc. Other governing documents are made available upon request.”

“Equipment rental & maintenance: program service expenses 12,624. Management and general expenses 0. Fundraising expenses 0. Total expenses 12,624. Dues & subscriptions: program service expenses 2,689. Management and general expenses 0. Fundraising expenses 0. Total expenses 2,689.”

“Http://foundationsaccounting.ofa.ncsu.edu/foundations/ north-carolina-tobacco-foundation-inc”