Contract analysis

ARTICLE I — NAME, OFFICE, AND PURPOSE

Section 1.1 — Name The name of the corporation is The Caldwell Family Foundation (hereinafter referred to as the "Foundation"). The Foundation shall conduct its affairs and hold its assets under such name, and shall not use any other name in the transaction of its business or affairs unless and until such change of name is duly authorized by the Board of Directors and filed with the appropriate governmental authoriti

Section 1.2 — Registered and Principal Office The principal office of the Foundation is located at 330 Madison Avenue, Suite 2401, New York, New York 10017. The Board of Directors may change the location of the principal office from time to time by resolution duly adopted, and any such change shall not be deemed an amendment of these Bylaws. The Foundation is a New York not-for-profit corporation organized under the

Section 1.3 — Purpose The Foundation is organized and operated exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder. The Foundation is classified as a private foundation under Section 509(a) of the Code and shall operate in accordance with the rules and restrict

ARTICLE II — BOARD OF DIRECTORS

Section 2.1 — General Powers The business and affairs of the Foundation shall be managed by its Board of Directors (the "Board"). The Board shall have all powers conferred upon it by the N-PCL, the Certificate of Incorporation, and these Bylaws, subject to the restrictions imposed by the Code applicable to private foundations. The Board shall exercise its powers in a manner consistent with the Foundation's charitable

Section 2.2 — Number and Composition The Board shall consist of no fewer than three (3) and no more than nine (9) directors. The specific number of directors within this range shall be fixed from time to time by resolution of the Board. Until otherwise fixed by the Board, the number of directors shall be six (6). The initial Board of Directors consists of the following six (6) individuals:

1. Jonathan R. Caldwell — Founder and family member

2. Eleanor V. Caldwell — Family member

3. Thomas R. Caldwell — Family member

4. Katherine C. Hartfield — Family member

5. Olivia G. Caldwell — Family member

6. Dr. Margaret P. Elsworth — Independent director; Professor Emerita, Columbia University; philanthropic advisor At least one (1) director at all times shall be an independent director who is not a "disqualified person" within the meaning of Section 4946 of the Code and the Treasury Regulations promulgated thereunder. For purposes of these Bylaws, an "independent director" is a director who is not a substantial cont

Section 2.3 — Term of Office Each director shall serve for a term of three (3) years, commencing at the time of such director's election and qualification, or until such director's successor is duly elected and qualified, or until such director's earlier resignation, removal, incapacity, or death. Directors may serve an unlimited number of consecutive terms. There shall be no term limits applicable to any director of

Section 2.4 — Election and Appointment of Directors Successor directors shall be elected by a majority vote of the then-serving directors at the annual meeting of the Board or at any special meeting of the Board duly called for that purpose. Nominations for director positions may be made by any member of the Board, and the Board may consider such factors as it deems relevant in evaluating candidates, including the ca

Section 2.5 — Resignation Any director may resign at any time by delivering a written notice of resignation to the President or the Secretary of the Foundation. Such resignation shall take effect at the time specified in such notice or, if no time is specified, upon receipt of the notice by the President or Secretary. Unless otherwise specified in the notice, the acceptance of the resignation by the Board shall not b

Section 2.6 — Removal Any director may be removed with or without cause by a vote of two-thirds (2/3) of the remaining directors at a meeting of the Board duly called for that purpose, provided that the director proposed for removal has been given at least fifteen (15) days' prior written notice of the proposed removal and the reasons therefor, and has been afforded a reasonable opportunity to be heard before the Boa

Section 2.7 — Compensation of Directors Family-member directors — namely, Jonathan R. Caldwell, Eleanor V. Caldwell, Thomas R. Caldwell, Katherine C. Hartfield, and Olivia G. Caldwell, and any other director who is a disqualified person within the meaning of Section 4946 of the Code by reason of family relationship or other status — shall serve without compensation, in compliance with the self-dealing prohibitions of

Section 2.8 — Conflicts of Interest Each director shall comply with the Foundation's Conflict of Interest Policy as adopted by the Board from time to time, which policy shall be consistent with the requirements of the N-PCL and the Code applicable to private foundations. Each director shall make an annual written disclosure of any actual or potential conflicts of interest, including any financial interest in, or affi

ARTICLE III — MEETINGS OF THE BOARD OF DIRECTORS

Section 3.1 — Annual Meeting The annual meeting of the Board of Directors shall be held during the month of January of each calendar year, at a date, time, and place (or by electronic means of communication as provided in Section 3.7 hereof) designated by the President. The purpose of the annual meeting shall include, without limitation, the election of officers, the receipt of annual reports from officers and commit

Section 3.2 — Regular Meetings The Board of Directors shall hold at least four (4) regular meetings per calendar year, with one meeting held during each fiscal quarter (January through March, April through June, July through September, and October through December). The annual meeting described in Section 3.1 shall count as one of the four required regular meetings for the calendar year in which it is held. Regular m

Section 3.3 — Special Meetings Special meetings of the Board of Directors may be called at any time by the President, the Vice President, or any two (2) directors. The person or persons calling the special meeting shall provide written notice to each director not less than five (5) days before the date of the meeting, or such shorter notice as may be reasonable under the circumstances, provided that the notice specif

Section 3.4 — Notice of Meetings Written notice of each meeting of the Board of Directors, whether annual, regular, or special, shall be delivered to each director at least ten (10) days before the date of the meeting in the case of annual and regular meetings, and at least five (5) days before the date of the meeting in the case of special meetings. Notice may be given by any of the following methods: personal deliv

Section 3.5 — Quorum A majority of the total number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum is present at a meeting, the act of a majority of the directors present at such meeting shall be the act of the Board, unless a greater vote is required by specific provision of these Bylaws, the Certificate of Incorporation, or

Section 3.6 — Action by Written Consent Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all directors then in office consent in writing or by electronic transmission to the action to be taken. Such consent shall describe the action taken and shall be signed or otherwise authenticated by each director. The written consent or consents shall be filed

Section 3.7 — Participation by Telephone or Electronic Means Directors may participate in any meeting of the Board of Directors, or of any committee thereof, by means of telephone conference, video conference, or other electronic communication technology that permits all participants to hear and communicate with each other simultaneously during the meeting. Participation in a meeting by such means shall constitute pr

Section 3.8 — Minutes The Secretary of the Foundation, or a designee appointed by the Secretary or the President, shall keep or cause to be kept written minutes of all meetings of the Board of Directors, including a record of: (a) the date, time, and place of the meeting (or the means of electronic communication used); (b) the names of all directors present and absent; (c) all motions made, seconded, and voted upon,

Section 4.1 — Officers Designated The officers of the Foundation shall be a President, a Vice President, a Secretary, and a Treasurer. The Board of Directors may, from time to time, create and appoint such additional officers, including one or more Assistant Secretaries, Assistant Treasurers, or other officers, as the Board deems appropriate for the administration of the Foundation's affairs. Any two or more offices

Section 4.2 — Initial Officers The initial officers of the Foundation, duly elected at the organizational meeting of the Board of Directors held on March 20, 2023, are as follows: President: Jonathan R. Caldwell Vice President: Eleanor V. Caldwell Secretary: Thomas R. Caldwell Treasurer: Katherine C. Hartfield Each initial officer shall serve until the first annual meeting of the Board in January 2024 and until such

Section 4.3 — Election and Term Officers shall be elected by the Board of Directors at the annual meeting of the Board and shall serve for a term of one (1) year, commencing upon election and qualification, or until their respective successors are duly elected and qualified, or until their earlier resignation, removal, incapacity, or death. Officers may serve an unlimited number of consecutive terms, and there shall

Section 4.4 — President The President shall be the chief executive officer of the Foundation and shall preside at all meetings of the Board of Directors. The President shall have general supervision and control of the Foundation's business and affairs, subject to the direction and oversight of the Board. The President shall see that all orders and resolutions of the Board are carried into effect and shall perform suc

Section 4.5 — Vice President The Vice President shall perform the duties of the President in the President's absence, disability, or refusal to act, and shall possess all of the powers and be subject to all of the restrictions of the President during such absence, disability, or refusal to act. The Vice President shall also perform such other duties as may be assigned from time to time by the Board of Directors or th

Section 4.6 — Secretary The Secretary shall keep or cause to be kept the minutes of all meetings of the Board of Directors and of all committees, in books provided for that purpose, and shall maintain the corporate records and the corporate seal of the Foundation, if any. The Secretary shall give or cause to be given all notices required by these Bylaws or by applicable law, and shall ensure that such notices are del

Section 4.7 — Treasurer The Treasurer shall have custody of and be responsible for all funds and securities of the Foundation. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Foundation, and shall deposit all moneys and other valuables in the name and to the credit of the Foundation in such banks, trust companies, or other depositories as

Section 4.8 — Compensation of Officers Officers who are family members of the Caldwell family, or who are disqualified persons within the meaning of Section 4946 of the Code, shall serve without compensation for their service as officers of the Foundation. This prohibition is consistent with the self-dealing rules of Section 4941 of the Code, which prohibit the payment of compensation by a private foundation to disqu

Section 5.1 — Establishment of Committees The Board of Directors may, by resolution adopted by a majority of the directors then in office, establish one or more committees of the Board, each consisting of two (2) or more directors, to serve at the pleasure of the Board. The resolution establishing a committee shall specify the committee's name, purpose, membership, and the scope of authority delegated to it. The Boar

Section 5.2 — Powers of Committees Each committee shall have and may exercise the authority delegated to it by the Board of Directors in the resolution establishing such committee, subject to the limitations set forth in the N-PCL and these Bylaws. No committee shall have the authority to: (a) Fill vacancies on the Board of Directors or on any committee thereof; (b) Amend or repeal these Bylaws, or adopt new bylaws;

Section 5.3 — Committee Procedures Each committee shall fix its own rules of procedure consistent with these Bylaws, the Certificate of Incorporation, and the N-PCL. Unless otherwise provided by the Board or the committee's own rules, a majority of the members of a committee shall constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which a quorum is pr

Section 5.4 — Advisory Members The Board of Directors may appoint one or more individuals who are not directors to serve on any committee in an advisory (non-voting) capacity. Such advisory members may participate in committee discussions and provide their expertise and counsel, but shall not be counted for purposes of determining a quorum and shall not have the right to vote on any matter before the committee. Advis

ARTICLE VI — FISCAL YEAR AND FINANCIAL MATTERS

Section 6.1 — Fiscal Year The fiscal year of the Foundation shall be the calendar year, commencing on January 1 and ending on December 31 of each year. The Board of Directors may change the fiscal year of the Foundation by resolution, subject to compliance with the requirements of the Code and the Treasury Regulations regarding changes in accounting periods, and subject to the filing of any required notifications wit

Section 6.2 — Books and Records The Foundation shall keep correct and complete books and records of account, which shall reflect all financial transactions of the Foundation in accordance with generally accepted accounting principles ("GAAP") or such other basis of accounting as may be appropriate for the Foundation's size and activities. The Foundation shall also keep minutes of the proceedings of the Board of Direc

Section 6.3 — Annual Audit and Tax Filings The Board of Directors shall cause an independent audit of the Foundation's financial statements to be conducted annually by a qualified independent certified public accounting firm selected by the Board. The independent auditor shall be engaged to conduct its audit in accordance with auditing standards generally accepted in the United States and shall render an opinion on t

Section 6.4 — Bank Accounts and Financial Controls All funds of the Foundation shall be deposited in accounts maintained at banks, trust companies, or other financial institutions designated by the Board of Directors. The Board shall, by resolution, designate the institution or institutions at which such accounts shall be maintained and the signatories authorized to sign checks, drafts, orders for payment, and other

Section 6.5 — Minimum Distribution Requirement The Foundation shall distribute for each taxable year amounts at least sufficient to satisfy the minimum distribution requirements of Section 4942 of the Code. As of the date of adoption of these Bylaws, the minimum distribution requirement is an amount equal to five percent (5%) of the net fair market value of the Foundation's non-charitable-use investment assets, deter

Section 6.6 — Prohibited Transactions The Foundation shall not engage in any of the following transactions, which are prohibited under the Code applicable to private foundations: (a) Self-Dealing (Section 4941): The Foundation shall not engage in any direct or indirect act of self-dealing between the Foundation and any disqualified person, as defined in Section 4946 of the Code, except as otherwise expressly permitte

ARTICLE VII — INDEMNIFICATION AND INSURANCE

Section 7.1 — Indemnification The Foundation shall indemnify each person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including any action by or in the right of the Foundation), by reason of the fact that such person is or was a director or officer of the Foundation, or is or

Section 7.2 — Insurance The Foundation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Foundation, or who is or was serving at the request of the Foundation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by

Section 8.1 — Distribution of Assets upon Dissolution Upon the dissolution of the Foundation, after paying or making provision for the payment of all debts, liabilities, and obligations of the Foundation, the Board of Directors shall distribute all of the remaining assets of the Foundation exclusively to one or more organizations that qualify as tax-exempt under Section 501(c)(3) of the Code, or to the federal govern

Section 9.1 — Amendment of Bylaws These Bylaws may be amended, altered, or repealed, and new bylaws may be adopted, by a vote of two-thirds (2/3) of all directors then in office at any regular or special meeting of the Board of Directors, provided that written notice of the proposed amendment, including the text of the proposed amendment or a summary thereof, has been given to each director at least ten (10) days pri

ARTICLE X — MISCELLANEOUS PROVISIONS

Section 10.1 — Governing Law These Bylaws, and the internal affairs of the Foundation, shall be governed by and construed in accordance with the laws of the State of New York, including the New York Not-for-Profit Corporation Law, without regard to principles of conflicts of law. To the extent that any provision of these Bylaws is inconsistent with mandatory provisions of the N-PCL or the Code, such mandatory provisi

Section 10.2 — Corporate Seal The Foundation may have a corporate seal in such form as the Board of Directors may from time to time prescribe by resolution. If a corporate seal is adopted, it shall be in the custody of the Secretary. The use or non-use of a corporate seal shall not affect the validity, enforceability, or binding effect of any document executed on behalf of the Foundation.

Section 10.3 — Inspection Rights Every director shall have the absolute right to inspect and copy all books, records, and documents of every kind maintained by the Foundation, and to inspect the physical properties of the Foundation, at any reasonable time and upon reasonable notice to the Secretary or the Treasurer. The Foundation shall make all such books, records, and documents available for inspection at the prin