Executive Committee
The Executive Committee shall consist of the President, the Vice President, the Secretary and the Treasurer of the Foundation. 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 Foundation, 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 Foundation, the amendment of the articles of incorporation of the Foundation, or the sale, lease or exchange of all or substantially all of the property of the Foundation; (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 shall elect an Audit Committee consisting of two or more directors, none of whom shall be an employee of the Foundation 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 Foundation, (b) to review the annual audit of the Foundation 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, (d) to make such other recommendations and reports to the Board of Directors relating to the financial statements, controls, records and systems of the Foundation as it shall deem appropriate and (e) to approve any tax preparation services provided by the Foundation’s external auditors. 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.
