Executive Committee. At any annual or special meeting, by action of a majority of the number of directors then in office, the Board of Directors of the corporation may elect an Executive Committee consisting of the President, who shall serve ex officio as Chairman of the Committee, and two or more other directors. Subject to such restrictions and limitations as may be imposed from time to time by the Board of Directors, the Executive Committee shall have and may exercise the full authority of the Board of Directors in the management of the corporation, except that it shall have no authority as to the following matters: (a) distributions, as defined in the North Carolina Nonprofit Corporation Act; (b) the dissolution, merger or consolidation of the corporation, the amendment of the charter of the corporation, or the sale, lease or exchange of all or substantially all of the property of the corporation; (c) the designation of any committee of the Board of Directors or the filling of vacancies in the Board of Directors or in any such committee; (d) the amendment or repeal of the bylaws or the adoption of new bylaws; or (e) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable. The Executive Committee shall report to the Board of Directors from time to time with respect to significant actions taken by it.
Audit Committee. At any annual or special meeting, by action of a majority of the number of directors then in office, the Board of Directors may elect an Audit Committee consisting of two or more directors, none of whom shall be an employee of the corporation or of The University of North Carolina at Chapel Hill. The Audit Committee shall have the following duties and responsibilities: (a) to review, from time to time, accounting policies and procedures and systems of internal control of the corporation, (b) to review the annual audit of the corporation with its external auditors and with employees of the University, (c) to make recommendations to the Board of Directors with respect to the appointment of external auditors and the scope of their audit, and (d) to make such other recommendations and reports to the Board of Directors relating to the financial statements, controls, records and systems of the corporation as it shall deem appropriate. The Foundation Treasurer shall be responsible for assisting the Audit Committee and responding to such requests for information as the Audit Committee may make from time to time. The Audit Committee shall have such other duties and responsibilities as may be delegated to it from time to time by the Board of Directors.
