Contract analysis

1. Call to Order and Attendance The initial organizational meeting of the Board of Directors of The Caldwell Family Foundation (the "Foundation") was called to order at 10:00 a.m. Eastern Time on March 20, 2023, by Jonathan R. Caldwell, in his capacity as the sole incorporator of the Foundation. The meeting was held at the offices of Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, New York 10152. Mr

2. Certificate of Incorporation Jonathan R. Caldwell, in his capacity as the sole incorporator of the Foundation, reported to the Board that the Certificate of Incorporation of The Caldwell Family Foundation (the "Certificate") was duly filed with the New York Department of State on March 20, 2023, under DOS Filing No. 230320-001847. Mr. Caldwell presented a copy of the filed Certificate, bearing the filing receipt a

3. Election of Directors The incorporator presented the slate of initial directors as named in the Certificate of Incorporation. Victoria Chambers advised the Board that, pursuant to Section 703 of the N-PCL, the initial directors named in the Certificate serve as the first Board of Directors until the first annual meeting of the Foundation or until their successors are duly elected and qualified. Ms. Chambers furthe

6. Dr. Margaret P. Elsworth The Board noted for the record that Dr. Margaret P. Elsworth serves as an independent director with no familial or financial relationship to the Caldwell family, and that her inclusion on the Board is consistent with the Foundation's commitment to robust governance practices for private foundations.

4. Election of Officers The temporary chair presented a slate of officers for the Foundation. Victoria Chambers advised the Board that, pursuant to the N-PCL and the Foundation's Bylaws (as proposed for adoption), the Foundation shall have the following officers: President, Vice President, Secretary, and Treasurer. Ms. Chambers noted that directors may hold officer positions concurrently, subject to any restrictions

5. Adoption of Bylaws Victoria Chambers and Monica Reyes of Calderwood & Harkness LLP presented to the Board a draft of the Bylaws of The Caldwell Family Foundation (the "Bylaws"). Ms. Chambers provided an overview of the principal provisions contained in the Bylaws and invited questions and discussion from the directors. The Bylaws address the following matters, among others: (a) Purpose and Mission. The Foundation'

6. Designation of Fiscal Year The Board discussed the designation of the Foundation's fiscal year. Victoria Chambers recommended that the Foundation adopt a calendar-year fiscal year ending on December 31 of each year, which is consistent with the reporting requirements applicable to private foundations under the Code and will facilitate coordination with the tax reporting obligations of the Foundation's donors. Upon

7. Employer Identification Number Victoria Chambers reported that an application for an Employer Identification Number ("EIN") was filed with the Internal Revenue Service on behalf of the Foundation, and that the IRS assigned EIN 88-3021547 to The Caldwell Family Foundation. Ms. Chambers advised the Board that the EIN is required for all federal and state tax filings, banking transactions, and other official business

8. Authorization of Bank Accounts The Board discussed the need to establish banking and investment accounts in the name of the Foundation to receive contributions, hold assets, and make disbursements in furtherance of the Foundation's charitable purposes. Victoria Chambers advised the Board regarding the importance of establishing appropriate signature authority and internal controls for all financial accounts, consi

1. Jonathan R. Caldwell, President

2. Eleanor V. Caldwell, Vice President

3. Katherine C. Hartfield, Treasurer FURTHER RESOLVED, that any single authorized signatory may sign checks or authorize electronic transfers or other disbursements of up to Twenty-Five Thousand Dollars ($25,000) per transaction; provided, however, that any check, transfer, or disbursement in excess of Twenty-Five Thousand Dollars ($25,000) shall require the signatures or authorizations of two (2) authorized signator

9. Adoption of Conflict of Interest Policy Victoria Chambers presented to the Board a draft Conflict of Interest Policy (the "Conflict of Interest Policy") prepared by Calderwood & Harkness LLP. Ms. Chambers emphasized the critical importance of the Conflict of Interest Policy to the Foundation's compliance with the private foundation rules under the Code, particularly the self-dealing prohibitions of IRC § 4941, and

10. Authorization to Apply for Tax-Exempt Status (IRS Form 1023) Sylvia Hartwell and Monica Reyes of Calderwood & Harkness LLP provided a detailed briefing to the Board regarding the requirements for obtaining recognition of tax-exempt status under IRC § 501(c)(3) and the Foundation's anticipated classification as a private foundation under IRC § 509(a). Ms. Hartwell outlined the process for filing IRS Form 1023 (App

11. Authorization to Apply for State Registrations and Exemptions Victoria Chambers advised the Board that the Foundation may be required to register for charitable solicitation purposes under the laws of the State of New York and any other jurisdictions in which the Foundation conducts charitable activities or solicits contributions. Additionally, the Foundation should apply for applicable state income tax and sales

12. Initial Contribution Jonathan R. Caldwell and Eleanor V. Caldwell reported to the Board their intent to make an initial cash contribution of Ten Million Dollars ($10,000,000) to The Caldwell Family Foundation, with Five Million Dollars ($5,000,000) attributable to each spouse. The initial contribution is to be made pursuant to an Initial Contribution Agreement to be executed by Jonathan R. Caldwell, Eleanor V. Ca

13. Adoption of Gift Acceptance Policy Victoria Chambers presented to the Board a draft Gift Acceptance Policy (the "Gift Acceptance Policy") prepared by Calderwood & Harkness LLP. Ms. Chambers explained that the Gift Acceptance Policy is designed to provide guidance to the Board and officers regarding the acceptance of contributions to the Foundation and to ensure compliance with the self-dealing rules under IRC § 4

14. Adoption of Investment Policy Statement Victoria Chambers and Sylvia Hartwell presented to the Board a draft Investment Policy Statement (the "IPS") prepared by Calderwood & Harkness LLP in consultation with Havensbrook Wealth Advisors LLC, located at 900 Third Avenue, 18th Floor, New York, New York 10022 (Managing Director: Diana R. Linden, CFP®). Ms. Chambers explained that the IPS is intended to establish a fr

15. Mission Statement and Grant-Making Focus Areas The Board discussed and affirmed the Foundation's mission statement and initial grant-making focus areas. Jonathan R. Caldwell led a discussion regarding the founding vision for the Foundation, emphasizing the Caldwell family's longstanding commitment to the arts, educational opportunity, and environmental stewardship in the New York metropolitan area. Eleanor V. Cal

1. Arts and Cultural Organizations — including museums, performing arts organizations, and community-based arts programs;

2. Educational Institutions and Scholarship Programs — including primary, secondary, and post-secondary educational institutions and organizations that provide scholarships, fellowships, and other forms of educational support; and

3. Environmental Conservation and Sustainability Initiatives — including land conservation, urban green space development, environmental education, and climate resilience programs; FURTHER RESOLVED, that a comprehensive Grant-Making Policy and Procedures Manual shall be developed and presented to the Board for adoption at a subsequent meeting, in consultation with Calderwood & Harkness LLP, to ensure full compliance

16. Engagement of Legal Counsel The Board discussed the engagement of legal counsel for the Foundation. Victoria Chambers summarized the scope of legal services that Calderwood & Harkness LLP is prepared to provide, including formation and organizational matters, preparation and filing of the application for tax-exempt status, corporate governance advice, and ongoing compliance counsel. Upon motion duly made, seconde

17. Engagement of Accountants and Tax Advisors The Board discussed the engagement of an accounting firm to serve as the Foundation's accountants and tax advisors. Victoria Chambers recommended Strathmore Corporation & Greaves LLP, noting its extensive experience with private foundation tax compliance and reporting. Upon motion duly made, seconded, and unanimously carried, the following resolution was adopted: RESOLVE

18. Registered Office and Registered Agent The Board discussed the designation of the Foundation's registered office and principal business address. Upon motion duly made, seconded, and unanimously carried, the following resolution was adopted: RESOLVED, that the registered office and principal business address of The Caldwell Family Foundation is hereby established at 330 Madison Avenue, Suite 2401, New York, New Yo

19. Books, Records, and Corporate Seal The Board discussed the maintenance of corporate books and records and the adoption of a corporate seal. Victoria Chambers reminded the Board of the Foundation's obligations under the N-PCL and applicable provisions of the Code to maintain complete and accurate books and records, and to make certain records available for public inspection as required by IRC § 6104. Upon motion d

20. Indemnification of Directors and Officers Victoria Chambers advised the Board regarding the indemnification provisions available under the N-PCL, and recommended that the Board adopt a resolution confirming the Foundation's commitment to indemnify its directors and officers to the fullest extent permitted by law. Ms. Chambers further recommended that the officers investigate the procurement of directors and offic

21. General Authority The Board recognized that the foregoing resolutions may require the execution of various documents and the taking of various actions not specifically enumerated in the resolutions adopted above. Accordingly, upon motion duly made, seconded, and unanimously carried, the following resolution was adopted: RESOLVED, that the President, Vice President, Secretary, and Treasurer of The Caldwell Family

22. Schedule of Regular Board Meetings The Board discussed the scheduling of regular meetings. Jonathan R. Caldwell recommended that the Board meet quarterly in order to maintain active oversight of the Foundation's operations, grant-making activities, and financial condition. Upon motion duly made, seconded, and unanimously carried, the following resolution was adopted: RESOLVED, that regular meetings of the Board o

23. Adjournment There being no further business to come before the meeting, upon motion duly made by Eleanor V. Caldwell, seconded by Thomas R. Caldwell, and unanimously carried by all directors present, the meeting was adjourned at 12:15 p.m. Eastern Time. The foregoing minutes were prepared by Eleanor V. Caldwell, acting as temporary secretary for the organizational meeting, and have been reviewed and approved for