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BYLAWS

THE CALDWELL FAMILY FOUNDATION

(a New York Not-for-Profit Corporation)

Adopted March 20, 2023

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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 authorities.

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 New York Not-for-Profit Corporation Law (the "N-PCL"). The Certificate of Incorporation of the Foundation was filed with the New York Department of State on March 20, 2023, and assigned Department of State Filing Number 230320-001847. The Foundation's federal Employer Identification Number, assigned by the Internal Revenue Service, is 88-3021547.

The Foundation may also maintain such additional offices at such other places, within or without the State of New York, as the Board of Directors may from time to time determine or as the business of the Foundation may require. The registered agent for service of process shall be as designated in the Certificate of Incorporation or as subsequently amended by filing with the New York Department of State.

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 restrictions applicable to private foundations under Sections 4940 through 4946 of the Code.

The Foundation's mission is to support the arts, education, and environmental conservation, with a particular focus on organizations serving the New York metropolitan area. In furtherance of this mission, the Foundation shall make grants, contributions, and other distributions to organizations and for purposes that are consistent with its charitable, educational, and scientific purposes. The Foundation may also engage in any other lawful activity in furtherance of these purposes that is permitted under Section 501(c)(3) of the Code and the N-PCL.

No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, any private individual, member, director, officer, or other private person, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes as set forth in Section 501(c)(3) of the Code.

The Foundation shall not engage in any act of self-dealing as defined in Section 4941 of the Code, nor retain any excess business holdings as defined in Section 4943 of the Code, nor make any investments that jeopardize the Foundation's charitable purposes as defined in Section 4944 of the Code, nor make any taxable expenditures as defined in Section 4945 of the Code. Each of these prohibitions shall be given the broadest interpretation consistent with the Code and applicable Treasury Regulations.

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 five percent (5%) of the net fair market value of the Foundation's non-charitable-use investment assets, computed annually on the basis provided in Section 4942 and the Treasury Regulations promulgated thereunder. The Board of Directors shall monitor compliance with this requirement on a quarterly basis and shall take all steps necessary to ensure that the Foundation satisfies its distribution obligations for each taxable year.

No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise permitted by Section 501(h) of the Code, to the extent applicable), and the Foundation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

Notwithstanding any other provision of these Bylaws, the Foundation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or by a corporation to which contributions are deductible under Section 170(c)(2) of the Code.

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 purposes and its tax-exempt status under Section 501(c)(3) of the Code.

Without limiting the generality of the foregoing, the Board shall have the authority to: (a) establish policies and guidelines for the Foundation's grant-making, investment, and other activities; (b) approve the Foundation's annual budget; (c) authorize grants, contributions, and other expenditures; (d) appoint and remove officers and agents of the Foundation; (e) establish committees of the Board; (f) adopt, amend, or repeal policies, procedures, and guidelines for the conduct of the Foundation's affairs; (g) engage legal counsel, accountants, investment advisors, and other professionals; and (h) take all such other actions as may be necessary or appropriate to carry out the purposes of the Foundation, subject to applicable law and the governing documents.

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 contributor to the Foundation, a member of the family (as defined in Section 4946(d) of the Code) of a substantial contributor, a corporation, partnership, trust, or estate in which persons described in the preceding clause own more than thirty-five percent (35%) of the total combined voting power, profits interest, or beneficial interest, or a foundation manager who is not also an independent individual. The Board shall assess the independence of each director at the time of election and on an annual basis thereafter.

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 the Foundation.

To provide continuity of governance and to ensure that only a portion of the Board is subject to election in any given year, the initial directors shall serve staggered terms as follows:

(a) Two (2) directors shall serve initial terms expiring at the first annual meeting of the Board (January 2024);

(b) Two (2) directors shall serve initial terms expiring at the second annual meeting of the Board (January 2025); and

The specific assignment of each initial director to a particular stagger class shall be determined by resolution of the initial Board of Directors at the organizational meeting or as soon as practicable thereafter. Following the expiration of any shortened initial term, each director shall thereafter be eligible for election to a full three-year term.

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 candidate's qualifications, experience, diversity, commitment to the Foundation's mission, and independence status for purposes of compliance with Section 4946 of the Code.

Vacancies on the Board, including vacancies caused by resignation, removal, death, incapacity, or an increase in the authorized number of directors, may be filled by a majority vote of the remaining directors then in office, even if the remaining directors constitute fewer than a quorum of the Board as otherwise defined in these Bylaws. This authority to fill vacancies with less than a quorum shall be limited to the filling of such vacancy and shall not extend to the transaction of other business.

A director elected to fill a vacancy occurring before the expiration of a term shall serve for the remainder of the unexpired term of the director whom such director succeeds, and until such director's successor is duly elected and qualified, or until such director's earlier resignation, removal, incapacity, or death.

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 be necessary to make it effective. The Secretary shall record all resignations in the official records of the Foundation.

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 Board prior to any vote on the removal. The notice shall specify the date, time, and place of the meeting at which the removal will be considered and shall describe the grounds for removal, if any.

The removal of a director shall be effective immediately upon the adoption of the resolution of removal, unless a later effective date is specified in the resolution. Nothing in this Section 2.6 shall be construed to limit the Foundation's right to seek judicial removal of a director as permitted by the N-PCL.

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 4941 of the Code. No salary, fee, stipend, honorarium, or other payment shall be made to any family-member director or disqualified person director for services rendered in such person's capacity as a director of the Foundation. This prohibition extends to all forms of direct and indirect compensation, including but not limited to consulting fees, advisory fees, and similar payments for services that overlap with the duties of a director.

Independent directors who are not disqualified persons within the meaning of Section 4946 of the Code may receive reasonable compensation for services rendered to the Foundation in their capacity as directors, as determined by the Board from time to time, provided that such compensation is reasonable in amount and consistent with the requirements of Section 4941 of the Code and the Treasury Regulations thereunder. In determining the reasonableness of compensation, the Board shall consider the nature, extent, and value of the services provided; the compensation paid by comparable organizations for similar services; and such other factors as the Board deems relevant.

All directors, whether family-member directors or independent directors, may be reimbursed for reasonable, documented out-of-pocket expenses incurred in the performance of their duties as directors, including travel, lodging, and incidental expenses, subject to prior or subsequent approval by the Board and in compliance with the Foundation's expense reimbursement policies as adopted from time to time.

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 affiliation with, any organization to which the Foundation makes or proposes to make grants, contributions, or payments, or with which the Foundation conducts or proposes to conduct any transaction.

A director who has a personal, financial, or other interest that could be affected by the Foundation's action, or who has an interest in a transaction under consideration by the Board, shall promptly disclose such interest to the Board. Such director shall recuse himself or herself from all deliberation and voting on any matter in which such conflict exists. The minutes of the meeting shall reflect the disclosure, the recusal, and the Board's determination regarding the conflict. The Board shall not approve any transaction in which a conflicted director has an interest unless the Board determines, after appropriate investigation and deliberation by the disinterested directors, that the transaction is fair and reasonable to the Foundation and consistent with the Code's self-dealing prohibitions.

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 committees, the review and approval of the Foundation's annual budget and grant-making plan, and the transaction of such other business as may properly come before the Board. The first annual meeting of the Board shall be held in January 2024.

Written notice of the annual meeting shall be provided to each director in accordance with Section 3.4 of these Bylaws. If the annual meeting is not held during the month of January for any reason, it shall be held as soon as practicable thereafter, and the failure to hold the annual meeting at the designated time shall not affect the validity of any corporate action or work a forfeiture or dissolution of the Foundation.

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 meetings may be held at such times and places as may be designated by the President or by resolution of the Board adopted at a prior meeting.

The agenda for each regular meeting shall include, at a minimum, a report from the Treasurer on the Foundation's financial condition, a review of grant-making activity for the preceding quarter, a review of investment performance, and such other matters as the President or the Board may determine.

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 specifies the purpose or purposes of the meeting. Only business within the purpose or purposes stated in the notice of a special meeting may be transacted at such meeting, unless all directors are present and unanimously consent to the consideration of additional matters.

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 delivery, United States mail (postage prepaid, addressed to the director's last known address as shown in the records of the Foundation), facsimile transmission, or electronic mail transmitted to the director's last known electronic mail address as shown in the records of the Foundation.

Each notice shall state the date, time, and place of the meeting or, if the meeting is to be held by electronic means of communication, the means of electronic access (including, where applicable, dial-in numbers, access codes, and website addresses). In the case of a special meeting, the notice shall also state the purpose or purposes for which the meeting has been called.

A director may waive notice of any meeting in writing or by electronic transmission, whether before, at, or after the meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting has not been lawfully called or convened. Waivers of notice shall be filed with the minutes of the proceedings of the Board.

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 applicable law (including, without limitation, the two-thirds vote required for removal of a director under Section 2.6 or amendment of these Bylaws under Article IX).

If a quorum is not present at any meeting of the Board, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally noticed.

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 with the minutes of the proceedings of the Board and shall have the same force and effect as a unanimous vote of the Board at a duly convened meeting. Any action so taken shall be effective as of the date of the last consent received, unless the consents specify a different effective date.

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 presence in person at the meeting for all purposes under these Bylaws and applicable law. Directors participating by electronic means shall be counted for purposes of determining a quorum and shall be entitled to vote on all matters considered at the meeting.

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, and the results of such votes; (d) the substance of all deliberations on matters of significance; and (e) any disclosures of conflicts of interest and recusals. Draft minutes shall be distributed to all directors within thirty (30) days following the meeting and shall be submitted for approval at the next meeting of the Board. Approved minutes shall be maintained at the principal office of the Foundation and shall be made available to any director upon reasonable request.

ARTICLE IV — OFFICERS

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 may be held by the same person, except that the offices of President and Secretary shall not be held simultaneously by the same individual. All officers shall be natural persons of full age.

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 officer's successor is duly elected and qualified, or until such officer's earlier resignation, removal, incapacity, or death.

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 be no limit on the number of terms for which an officer may be re-elected.

Any officer may be removed with or without cause by a majority vote of the Board of Directors at any regular or special meeting of the Board. The removal of an officer shall be without prejudice to the contractual rights, if any, of the person so removed; however, election of an officer shall not of itself create any contractual rights in favor of such officer. An officer who is removed shall continue to serve as a director if such officer holds a position on the Board.

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 such other duties as are incident to the office of President or as may be assigned by the Board from time to time.

The President shall have the authority to sign, or authorize the signing of, all contracts, agreements, grant letters, commitment letters, deeds, mortgages, and other instruments on behalf of the Foundation, except as otherwise specifically directed by the Board or as otherwise required by law. The President shall represent the Foundation in its dealings with grantees, government agencies, the public, and other third parties.

The President shall submit an annual report on the Foundation's activities and finances to the Board at the annual meeting. Such report shall include a summary of all grants made during the preceding fiscal year, the Foundation's investment performance, the status of the Foundation's compliance with the minimum distribution requirements of Section 4942 of the Code, and such other information as the Board may request.

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 the President. In the event of the resignation, removal, death, or incapacity of the President, the Vice President shall serve as acting President until a successor President is duly elected by the Board.

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 delivered in the manner and within the time frames specified herein.

The Secretary shall maintain the Foundation's books and records at the principal office of the Foundation and shall be the custodian of the Foundation's minute books, records of directors and officers, and other organizational documents. The Secretary shall authenticate records of the Foundation as required and shall perform such other duties as may be assigned by the Board or the President.

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 the Board of Directors may from time to time designate.

The Treasurer shall render to the Board of Directors at its regular meetings, and whenever else requested by the Board or the President, an accounting of all financial transactions of the Foundation and of the financial condition of the Foundation. Such accounting shall include a statement of assets, liabilities, revenues, and expenditures, and a comparison of actual results to the approved budget.

The Treasurer shall be responsible for ensuring the timely filing of all required financial reports, including, without limitation, IRS Form 990-PF (Return of Private Foundation or Section 4947(a)(1) Trust Treated as a Private Foundation), and all state and local filings required under the N-PCL or other applicable law. The Treasurer shall coordinate with the Foundation's tax advisors and independent auditors in connection with such filings and shall report to the Board on the status of all tax and financial compliance matters.

The Treasurer shall also be responsible for monitoring the Foundation's compliance with the minimum distribution requirements of Section 4942 of the Code on a quarterly basis and shall report to the Board if the Foundation is at risk of failing to meet such requirements for any taxable year.

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 disqualified persons, except for reasonable compensation for personal services which are reasonable and necessary to carry out the exempt purpose of the Foundation. Because the initial officers are family-member directors who serve voluntarily, no compensation shall be paid to them for officer services.

Reimbursement of reasonable, documented out-of-pocket expenses incurred in the performance of official duties is permissible with the prior or subsequent approval of the Board, and shall not constitute compensation for purposes of this Section. All reimbursement requests shall be submitted with appropriate documentation and shall be subject to the Foundation's expense reimbursement policies as adopted from time to time.

If the Board at any time employs professional staff or retains a non-disqualified person to serve as an officer, reasonable compensation may be paid, subject to a determination by the Board that the compensation is reasonable and consistent with Section 4941 of the Code.

ARTICLE V — COMMITTEES

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 Board may dissolve, modify, or reconstitute any committee at any time by majority resolution.

Committees that the Board may establish include, without limitation:

(a) An Executive Committee, which may be authorized to act on behalf of the Board between meetings on matters not requiring full Board action;

(b) A Grant-Making Committee, which may review and evaluate grant applications and make recommendations to the Board regarding the Foundation's charitable distributions;

(c) An Investment Committee, which may oversee the Foundation's investment portfolio and make recommendations regarding investment policy, asset allocation, and the selection and monitoring of investment managers; and

(d) An Audit Committee, which may oversee the Foundation's financial reporting, internal controls, and the engagement and activities of the Foundation's independent auditor.

The establishment of committees and the delegation of authority to committees shall not relieve the Board of Directors, or any individual director, of any responsibility imposed by the N-PCL, the Code, the Certificate of Incorporation, or these Bylaws.

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;

(d) Approve the dissolution, merger, or consolidation of the Foundation; or

(e) Approve any other action that requires the approval of the full Board of Directors under applicable law, the Certificate of Incorporation, or these Bylaws.

All actions taken by a committee shall be reported to the full Board of Directors at the next regular or special meeting of the Board and shall be subject to ratification, revision, or reversal by the Board, except to the extent that rights of third parties have vested in reliance upon such committee action.

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 present shall be the act of the committee.

Committee meetings may be held in person, by telephone conference, by video conference, or by other electronic communication means that permits all participants to hear and communicate with each other simultaneously, in accordance with Section 3.7 of these Bylaws. Minutes of all committee meetings shall be kept and distributed to the full Board as part of the Board's regular meeting materials.

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. Advisory members shall be subject to the Foundation's Conflict of Interest Policy and any confidentiality obligations imposed by the Board.

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 with the Internal Revenue Service.

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 Directors and of each committee of the Board.

All books, records, and minutes shall be maintained at the principal office of the Foundation and shall be available for inspection by any director at any reasonable time, upon reasonable notice. The Foundation shall also maintain copies of its Certificate of Incorporation, these Bylaws, all amendments thereto, and any policies adopted by the Board, and shall make such documents available to directors upon request.

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 the Foundation's financial statements. The audit report shall be presented to the Board at or prior to the annual meeting.

The Foundation's tax advisors — currently Strathmore Corporation & Greaves LLP, 600 Third Avenue, 28th Floor, New York, New York 10016 (Senior Partner: Martin J. Prescott, CPA) — shall prepare and file on a timely basis all required federal and state tax returns and information returns, including IRS Form 990-PF (Return of Private Foundation or Section 4947(a)(1) Trust Treated as a Private Foundation), New York State CHAR500 (Annual Filing for Charitable Organizations), and any other returns or reports required by applicable law.

The Treasurer shall coordinate with the Foundation's tax advisors and independent auditors to ensure that all filing deadlines are met and that the Foundation is in compliance with all applicable tax and reporting obligations. The Board shall review and approve the Foundation's Form 990-PF prior to filing.

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 instruments for the withdrawal or transfer of funds.

Withdrawals and disbursements from the Foundation's accounts shall require the signature of the Treasurer or such other officer or officers as the Board may from time to time authorize by resolution. For any single disbursement exceeding an amount to be established by Board resolution (initially Twenty-Five Thousand Dollars ($25,000)), the signatures of two (2) authorized officers shall be required.

The Board of Directors shall establish and maintain internal financial controls appropriate for the Foundation's size, complexity, and activities. Such controls shall include, at a minimum, procedures for the authorization of expenditures, segregation of financial duties, reconciliation of bank statements, and safeguarding of assets.

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, determined on an annual basis in accordance with Section 4942 and the Treasury Regulations promulgated thereunder.

For the first fiscal year of the Foundation (calendar year 2023, prorated as applicable, through December 31, 2024), the minimum distribution target based on initial net investment assets of Ten Million Dollars ($10,000,000) is Five Hundred Thousand Dollars ($500,000), representing five percent (5%) of such net investment assets. The Treasurer shall calculate the actual minimum distribution amount for each taxable year based on the Foundation's average monthly fair market value of investment assets, or such other method as may be prescribed by the Code and Treasury Regulations.

The Board shall monitor the Foundation's progress toward meeting its minimum distribution requirement on a quarterly basis and shall take all necessary steps to ensure compliance, including accelerating grant payments or making other qualifying distributions as appropriate before the end of each taxable year.

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 permitted under Section 4941(d)(2) of the Code;

(b) Excess Business Holdings (Section 4943): The Foundation shall not retain excess business holdings in any business enterprise, as defined in Section 4943 of the Code, beyond the permitted holding period;

(c) Jeopardizing Investments (Section 4944): The Foundation shall not make any investment in such manner as to jeopardize the carrying out of any of its exempt purposes, as defined in Section 4944 of the Code; and

(d) Taxable Expenditures (Section 4945): The Foundation shall not make any taxable expenditure, as defined in Section 4945 of the Code, including expenditures for lobbying, electioneering, grants to individuals without prior IRS approval of selection procedures, grants to non-public charities without expenditure responsibility, and expenditures for non-charitable purposes.

The Board of Directors shall adopt and enforce policies and procedures designed to ensure compliance with each of the foregoing prohibitions. Each director and officer shall be informed of these prohibitions and shall promptly report to the Board any transaction or proposed transaction that may implicate these rules.

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 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, to the fullest extent permitted by the N-PCL and not prohibited by the Code, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Foundation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.

The Foundation may also indemnify any employee or agent of the Foundation to the extent authorized by the Board of Directors and permitted by the N-PCL. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in, or not opposed to, the best interests of the Foundation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.

To the extent that a present or former director or officer of the Foundation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to above, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, without the need for any determination as described in the preceding paragraph.

Expenses (including attorneys' fees) incurred by a director or officer in defending any civil, criminal, administrative, or investigative action, suit, or proceeding may be paid by the Foundation in advance of the final disposition of such action, suit, or proceeding as authorized by the Board, upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Foundation as authorized in this Section.

The indemnification and advancement of expenses provided in this Section shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such person.

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 such person in any such capacity, or arising out of such person's status as such, whether or not the Foundation would have the power to indemnify such person against such liability under the provisions of this Article VII, to the extent permitted by the N-PCL and the Code.

The Board of Directors shall review the Foundation's directors' and officers' liability insurance coverage on an annual basis and shall ensure that such coverage is adequate and appropriate for the Foundation's activities and risk profile.

ARTICLE VIII — DISSOLUTION

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 government, or to a state or local government, for a public purpose, as determined by the Board in its sole discretion. Any such distribution shall be made in accordance with the dissolution provisions of the Certificate of Incorporation, the N-PCL, and Section 501(c)(3) of the Code.

No part of the assets of the Foundation shall, upon dissolution, be distributed to any director, officer, employee, agent, or any disqualified person within the meaning of Section 4946 of the Code, nor to any private individual or entity that does not qualify under Section 501(c)(3) of the Code.

If the Board of Directors is unable, after reasonable effort, to identify one or more qualifying recipient organizations, the Board shall petition the Supreme Court of the State of New York or other court of competent jurisdiction for a determination of the appropriate recipient or recipients of the Foundation's remaining assets, in accordance with the cy-pres doctrine or other applicable principles of law.

ARTICLE IX — AMENDMENTS

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 prior to the meeting at which the amendment is to be considered. No amendment shall be adopted at a meeting unless it has been included in the notice of the meeting or unless all directors are present and unanimously consent to consideration of the amendment.

No amendment to these Bylaws shall be adopted that is inconsistent with the Foundation's tax-exempt status under Section 501(c)(3) of the Code or its classification as a private foundation, or that would violate any provision of the Certificate of Incorporation. Any amendment that could affect the Foundation's tax-exempt status or its compliance with the private foundation rules under Sections 4940 through 4946 of the Code shall be reviewed by the Foundation's legal counsel prior to adoption.

All amendments to these Bylaws shall be recorded in the minute book of the Foundation and attached to or incorporated into the official copy of these Bylaws maintained at the principal office.

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 provisions shall control.

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 principal office of the Foundation or at such other location as may be mutually agreed upon. This right of inspection may be exercised through any agent or attorney of the director, and includes the right to make copies and extracts.

Section 10.4 — Non-Discrimination

The Foundation shall not discriminate on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, veteran status, genetic information, or any other characteristic protected by applicable federal, state, or local law in its grant-making, employment, selection of vendors or service providers, or any other activities. The Foundation's charitable grant-making shall be conducted in accordance with the Foundation's stated mission and purposes, without unlawful discrimination.

Section 10.5 — Severability

If any provision of these Bylaws, or the application thereof to any person or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the remaining provisions of these Bylaws, which shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified, to the extent possible, to achieve the intent of the original provision in a manner that is valid, legal, and enforceable. If such modification is not possible, the invalid provision shall be deemed severed from these Bylaws.

Section 10.6 — Construction

These Bylaws shall be construed in conjunction with the Certificate of Incorporation of the Foundation. In the event of any conflict or inconsistency between these Bylaws and the Certificate of Incorporation, the Certificate of Incorporation shall control. In all cases, these Bylaws shall be interpreted to maintain the Foundation's qualification as a tax-exempt organization under Section 501(c)(3) of the Code and its compliance with the private foundation rules under Sections 4940 through 4946 of the Code, and any ambiguity in these Bylaws shall be resolved in favor of such qualification and compliance.

References in these Bylaws to sections of the Internal Revenue Code of 1986, as amended, shall include corresponding provisions of any future United States internal revenue law that amend or replace such sections.

CERTIFICATION

I, the undersigned, being the duly elected Secretary of The Caldwell Family Foundation, a New York not-for-profit corporation, do hereby certify that the foregoing Bylaws were duly adopted by the Board of Directors of The Caldwell Family Foundation at the organizational meeting of the Board held on March 20, 2023, and that such Bylaws have not been amended, altered, or repealed as of the date set forth below and remain in full force and effect.

IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of March, 2023.

THE CALDWELL FAMILY FOUNDATION

By: ________

Name: Thomas R. Caldwell

Title: Secretary

Date: March 20, 2023

BYLAWS
OF
THE CALDWELL FAMILY FOUNDATION
(a New York Not-for-Profit Corporation)
Adopted March 20, 2023
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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 authorities.
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 New York Not-for-Profit Corporation Law (the "N-PCL"). The Certificate of Incorporation of the Foundation was filed with the New York Department of State on March 20, 2023, and assigned Department of State Filing Number 230320-001847. The Foundation's federal Employer Identification Number, assigned by the Internal Revenue Service, is 88-3021547.
The Foundation may also maintain such additional offices at such other places, within or without the State of New York, as the Board of Directors may from time to time determine or as the business of the Foundation may require. The registered agent for service of process shall be as designated in the Certificate of Incorporation or as subsequently amended by filing with the New York Department of State.
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 restrictions applicable to private foundations under Sections 4940 through 4946 of the Code.
The Foundation's mission is to support the arts, education, and environmental conservation, with a particular focus on organizations serving the New York metropolitan area. In furtherance of this mission, the Foundation shall make grants, contributions, and other distributions to organizations and for purposes that are consistent with its charitable, educational, and scientific purposes. The Foundation may also engage in any other lawful activity in furtherance of these purposes that is permitted under Section 501(c)(3) of the Code and the N-PCL.
No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, any private individual, member, director, officer, or other private person, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes as set forth in Section 501(c)(3) of the Code.
The Foundation shall not engage in any act of self-dealing as defined in Section 4941 of the Code, nor retain any excess business holdings as defined in Section 4943 of the Code, nor make any investments that jeopardize the Foundation's charitable purposes as defined in Section 4944 of the Code, nor make any taxable expenditures as defined in Section 4945 of the Code. Each of these prohibitions shall be given the broadest interpretation consistent with the Code and applicable Treasury Regulations.
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 five percent (5%) of the net fair market value of the Foundation's non-charitable-use investment assets, computed annually on the basis provided in Section 4942 and the Treasury Regulations promulgated thereunder. The Board of Directors shall monitor compliance with this requirement on a quarterly basis and shall take all steps necessary to ensure that the Foundation satisfies its distribution obligations for each taxable year.
No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise permitted by Section 501(h) of the Code, to the extent applicable), and the Foundation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.
Notwithstanding any other provision of these Bylaws, the Foundation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or by a corporation to which contributions are deductible under Section 170(c)(2) of the Code.
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 purposes and its tax-exempt status under Section 501(c)(3) of the Code.
Without limiting the generality of the foregoing, the Board shall have the authority to: (a) establish policies and guidelines for the Foundation's grant-making, investment, and other activities; (b) approve the Foundation's annual budget; (c) authorize grants, contributions, and other expenditures; (d) appoint and remove officers and agents of the Foundation; (e) establish committees of the Board; (f) adopt, amend, or repeal policies, procedures, and guidelines for the conduct of the Foundation's affairs; (g) engage legal counsel, accountants, investment advisors, and other professionals; and (h) take all such other actions as may be necessary or appropriate to carry out the purposes of the Foundation, subject to applicable law and the governing documents.
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 contributor to the Foundation, a member of the family (as defined in Section 4946(d) of the Code) of a substantial contributor, a corporation, partnership, trust, or estate in which persons described in the preceding clause own more than thirty-five percent (35%) of the total combined voting power, profits interest, or beneficial interest, or a foundation manager who is not also an independent individual. The Board shall assess the independence of each director at the time of election and on an annual basis thereafter.
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 the Foundation.
To provide continuity of governance and to ensure that only a portion of the Board is subject to election in any given year, the initial directors shall serve staggered terms as follows:
(a) Two (2) directors shall serve initial terms expiring at the first annual meeting of the Board (January 2024);
(b) Two (2) directors shall serve initial terms expiring at the second annual meeting of the Board (January 2025); and
(c) Two (2) directors shall serve initial terms expiring at the third annual meeting of the Board (January 2026).
The specific assignment of each initial director to a particular stagger class shall be determined by resolution of the initial Board of Directors at the organizational meeting or as soon as practicable thereafter. Following the expiration of any shortened initial term, each director shall thereafter be eligible for election to a full three-year term.
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 candidate's qualifications, experience, diversity, commitment to the Foundation's mission, and independence status for purposes of compliance with Section 4946 of the Code.
Vacancies on the Board, including vacancies caused by resignation, removal, death, incapacity, or an increase in the authorized number of directors, may be filled by a majority vote of the remaining directors then in office, even if the remaining directors constitute fewer than a quorum of the Board as otherwise defined in these Bylaws. This authority to fill vacancies with less than a quorum shall be limited to the filling of such vacancy and shall not extend to the transaction of other business.
A director elected to fill a vacancy occurring before the expiration of a term shall serve for the remainder of the unexpired term of the director whom such director succeeds, and until such director's successor is duly elected and qualified, or until such director's earlier resignation, removal, incapacity, or death.
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 be necessary to make it effective. The Secretary shall record all resignations in the official records of the Foundation.
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 Board prior to any vote on the removal. The notice shall specify the date, time, and place of the meeting at which the removal will be considered and shall describe the grounds for removal, if any.
The removal of a director shall be effective immediately upon the adoption of the resolution of removal, unless a later effective date is specified in the resolution. Nothing in this Section 2.6 shall be construed to limit the Foundation's right to seek judicial removal of a director as permitted by the N-PCL.
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 4941 of the Code. No salary, fee, stipend, honorarium, or other payment shall be made to any family-member director or disqualified person director for services rendered in such person's capacity as a director of the Foundation. This prohibition extends to all forms of direct and indirect compensation, including but not limited to consulting fees, advisory fees, and similar payments for services that overlap with the duties of a director.
Independent directors who are not disqualified persons within the meaning of Section 4946 of the Code may receive reasonable compensation for services rendered to the Foundation in their capacity as directors, as determined by the Board from time to time, provided that such compensation is reasonable in amount and consistent with the requirements of Section 4941 of the Code and the Treasury Regulations thereunder. In determining the reasonableness of compensation, the Board shall consider the nature, extent, and value of the services provided; the compensation paid by comparable organizations for similar services; and such other factors as the Board deems relevant.
All directors, whether family-member directors or independent directors, may be reimbursed for reasonable, documented out-of-pocket expenses incurred in the performance of their duties as directors, including travel, lodging, and incidental expenses, subject to prior or subsequent approval by the Board and in compliance with the Foundation's expense reimbursement policies as adopted from time to time.
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 affiliation with, any organization to which the Foundation makes or proposes to make grants, contributions, or payments, or with which the Foundation conducts or proposes to conduct any transaction.
A director who has a personal, financial, or other interest that could be affected by the Foundation's action, or who has an interest in a transaction under consideration by the Board, shall promptly disclose such interest to the Board. Such director shall recuse himself or herself from all deliberation and voting on any matter in which such conflict exists. The minutes of the meeting shall reflect the disclosure, the recusal, and the Board's determination regarding the conflict. The Board shall not approve any transaction in which a conflicted director has an interest unless the Board determines, after appropriate investigation and deliberation by the disinterested directors, that the transaction is fair and reasonable to the Foundation and consistent with the Code's self-dealing prohibitions.
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 committees, the review and approval of the Foundation's annual budget and grant-making plan, and the transaction of such other business as may properly come before the Board. The first annual meeting of the Board shall be held in January 2024.
Written notice of the annual meeting shall be provided to each director in accordance with Section 3.4 of these Bylaws. If the annual meeting is not held during the month of January for any reason, it shall be held as soon as practicable thereafter, and the failure to hold the annual meeting at the designated time shall not affect the validity of any corporate action or work a forfeiture or dissolution of the Foundation.
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 meetings may be held at such times and places as may be designated by the President or by resolution of the Board adopted at a prior meeting.
The agenda for each regular meeting shall include, at a minimum, a report from the Treasurer on the Foundation's financial condition, a review of grant-making activity for the preceding quarter, a review of investment performance, and such other matters as the President or the Board may determine.
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 specifies the purpose or purposes of the meeting. Only business within the purpose or purposes stated in the notice of a special meeting may be transacted at such meeting, unless all directors are present and unanimously consent to the consideration of additional matters.
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 delivery, United States mail (postage prepaid, addressed to the director's last known address as shown in the records of the Foundation), facsimile transmission, or electronic mail transmitted to the director's last known electronic mail address as shown in the records of the Foundation.
Each notice shall state the date, time, and place of the meeting or, if the meeting is to be held by electronic means of communication, the means of electronic access (including, where applicable, dial-in numbers, access codes, and website addresses). In the case of a special meeting, the notice shall also state the purpose or purposes for which the meeting has been called.
A director may waive notice of any meeting in writing or by electronic transmission, whether before, at, or after the meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting has not been lawfully called or convened. Waivers of notice shall be filed with the minutes of the proceedings of the Board.
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 applicable law (including, without limitation, the two-thirds vote required for removal of a director under Section 2.6 or amendment of these Bylaws under Article IX).
If a quorum is not present at any meeting of the Board, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally noticed.
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 with the minutes of the proceedings of the Board and shall have the same force and effect as a unanimous vote of the Board at a duly convened meeting. Any action so taken shall be effective as of the date of the last consent received, unless the consents specify a different effective date.
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 presence in person at the meeting for all purposes under these Bylaws and applicable law. Directors participating by electronic means shall be counted for purposes of determining a quorum and shall be entitled to vote on all matters considered at the meeting.
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, and the results of such votes; (d) the substance of all deliberations on matters of significance; and (e) any disclosures of conflicts of interest and recusals. Draft minutes shall be distributed to all directors within thirty (30) days following the meeting and shall be submitted for approval at the next meeting of the Board. Approved minutes shall be maintained at the principal office of the Foundation and shall be made available to any director upon reasonable request.
ARTICLE IV — OFFICERS
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 may be held by the same person, except that the offices of President and Secretary shall not be held simultaneously by the same individual. All officers shall be natural persons of full age.
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 officer's successor is duly elected and qualified, or until such officer's earlier resignation, removal, incapacity, or death.
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 be no limit on the number of terms for which an officer may be re-elected.
Any officer may be removed with or without cause by a majority vote of the Board of Directors at any regular or special meeting of the Board. The removal of an officer shall be without prejudice to the contractual rights, if any, of the person so removed; however, election of an officer shall not of itself create any contractual rights in favor of such officer. An officer who is removed shall continue to serve as a director if such officer holds a position on the Board.
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 such other duties as are incident to the office of President or as may be assigned by the Board from time to time.
The President shall have the authority to sign, or authorize the signing of, all contracts, agreements, grant letters, commitment letters, deeds, mortgages, and other instruments on behalf of the Foundation, except as otherwise specifically directed by the Board or as otherwise required by law. The President shall represent the Foundation in its dealings with grantees, government agencies, the public, and other third parties.
The President shall submit an annual report on the Foundation's activities and finances to the Board at the annual meeting. Such report shall include a summary of all grants made during the preceding fiscal year, the Foundation's investment performance, the status of the Foundation's compliance with the minimum distribution requirements of Section 4942 of the Code, and such other information as the Board may request.
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 the President. In the event of the resignation, removal, death, or incapacity of the President, the Vice President shall serve as acting President until a successor President is duly elected by the Board.
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 delivered in the manner and within the time frames specified herein.
The Secretary shall maintain the Foundation's books and records at the principal office of the Foundation and shall be the custodian of the Foundation's minute books, records of directors and officers, and other organizational documents. The Secretary shall authenticate records of the Foundation as required and shall perform such other duties as may be assigned by the Board or the President.
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 the Board of Directors may from time to time designate.
The Treasurer shall render to the Board of Directors at its regular meetings, and whenever else requested by the Board or the President, an accounting of all financial transactions of the Foundation and of the financial condition of the Foundation. Such accounting shall include a statement of assets, liabilities, revenues, and expenditures, and a comparison of actual results to the approved budget.
The Treasurer shall be responsible for ensuring the timely filing of all required financial reports, including, without limitation, IRS Form 990-PF (Return of Private Foundation or Section 4947(a)(1) Trust Treated as a Private Foundation), and all state and local filings required under the N-PCL or other applicable law. The Treasurer shall coordinate with the Foundation's tax advisors and independent auditors in connection with such filings and shall report to the Board on the status of all tax and financial compliance matters.
The Treasurer shall also be responsible for monitoring the Foundation's compliance with the minimum distribution requirements of Section 4942 of the Code on a quarterly basis and shall report to the Board if the Foundation is at risk of failing to meet such requirements for any taxable year.
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 disqualified persons, except for reasonable compensation for personal services which are reasonable and necessary to carry out the exempt purpose of the Foundation. Because the initial officers are family-member directors who serve voluntarily, no compensation shall be paid to them for officer services.
Reimbursement of reasonable, documented out-of-pocket expenses incurred in the performance of official duties is permissible with the prior or subsequent approval of the Board, and shall not constitute compensation for purposes of this Section. All reimbursement requests shall be submitted with appropriate documentation and shall be subject to the Foundation's expense reimbursement policies as adopted from time to time.
If the Board at any time employs professional staff or retains a non-disqualified person to serve as an officer, reasonable compensation may be paid, subject to a determination by the Board that the compensation is reasonable and consistent with Section 4941 of the Code.
ARTICLE V — COMMITTEES
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 Board may dissolve, modify, or reconstitute any committee at any time by majority resolution.
Committees that the Board may establish include, without limitation:
(a) An Executive Committee, which may be authorized to act on behalf of the Board between meetings on matters not requiring full Board action;
(b) A Grant-Making Committee, which may review and evaluate grant applications and make recommendations to the Board regarding the Foundation's charitable distributions;
(c) An Investment Committee, which may oversee the Foundation's investment portfolio and make recommendations regarding investment policy, asset allocation, and the selection and monitoring of investment managers; and
(d) An Audit Committee, which may oversee the Foundation's financial reporting, internal controls, and the engagement and activities of the Foundation's independent auditor.
The establishment of committees and the delegation of authority to committees shall not relieve the Board of Directors, or any individual director, of any responsibility imposed by the N-PCL, the Code, the Certificate of Incorporation, or these Bylaws.
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;
(c) Amend the Certificate of Incorporation of the Foundation;
(d) Approve the dissolution, merger, or consolidation of the Foundation; or
(e) Approve any other action that requires the approval of the full Board of Directors under applicable law, the Certificate of Incorporation, or these Bylaws.
All actions taken by a committee shall be reported to the full Board of Directors at the next regular or special meeting of the Board and shall be subject to ratification, revision, or reversal by the Board, except to the extent that rights of third parties have vested in reliance upon such committee action.
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 present shall be the act of the committee.
Committee meetings may be held in person, by telephone conference, by video conference, or by other electronic communication means that permits all participants to hear and communicate with each other simultaneously, in accordance with Section 3.7 of these Bylaws. Minutes of all committee meetings shall be kept and distributed to the full Board as part of the Board's regular meeting materials.
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. Advisory members shall be subject to the Foundation's Conflict of Interest Policy and any confidentiality obligations imposed by the Board.
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 with the Internal Revenue Service.
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 Directors and of each committee of the Board.
All books, records, and minutes shall be maintained at the principal office of the Foundation and shall be available for inspection by any director at any reasonable time, upon reasonable notice. The Foundation shall also maintain copies of its Certificate of Incorporation, these Bylaws, all amendments thereto, and any policies adopted by the Board, and shall make such documents available to directors upon request.
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 the Foundation's financial statements. The audit report shall be presented to the Board at or prior to the annual meeting.
The Foundation's tax advisors — currently Strathmore Corporation & Greaves LLP, 600 Third Avenue, 28th Floor, New York, New York 10016 (Senior Partner: Martin J. Prescott, CPA) — shall prepare and file on a timely basis all required federal and state tax returns and information returns, including IRS Form 990-PF (Return of Private Foundation or Section 4947(a)(1) Trust Treated as a Private Foundation), New York State CHAR500 (Annual Filing for Charitable Organizations), and any other returns or reports required by applicable law.
The Treasurer shall coordinate with the Foundation's tax advisors and independent auditors to ensure that all filing deadlines are met and that the Foundation is in compliance with all applicable tax and reporting obligations. The Board shall review and approve the Foundation's Form 990-PF prior to filing.
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 instruments for the withdrawal or transfer of funds.
Withdrawals and disbursements from the Foundation's accounts shall require the signature of the Treasurer or such other officer or officers as the Board may from time to time authorize by resolution. For any single disbursement exceeding an amount to be established by Board resolution (initially Twenty-Five Thousand Dollars ($25,000)), the signatures of two (2) authorized officers shall be required.
The Board of Directors shall establish and maintain internal financial controls appropriate for the Foundation's size, complexity, and activities. Such controls shall include, at a minimum, procedures for the authorization of expenditures, segregation of financial duties, reconciliation of bank statements, and safeguarding of assets.
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, determined on an annual basis in accordance with Section 4942 and the Treasury Regulations promulgated thereunder.
For the first fiscal year of the Foundation (calendar year 2023, prorated as applicable, through December 31, 2024), the minimum distribution target based on initial net investment assets of Ten Million Dollars ($10,000,000) is Five Hundred Thousand Dollars ($500,000), representing five percent (5%) of such net investment assets. The Treasurer shall calculate the actual minimum distribution amount for each taxable year based on the Foundation's average monthly fair market value of investment assets, or such other method as may be prescribed by the Code and Treasury Regulations.
The Board shall monitor the Foundation's progress toward meeting its minimum distribution requirement on a quarterly basis and shall take all necessary steps to ensure compliance, including accelerating grant payments or making other qualifying distributions as appropriate before the end of each taxable year.
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 permitted under Section 4941(d)(2) of the Code;
(b) Excess Business Holdings (Section 4943): The Foundation shall not retain excess business holdings in any business enterprise, as defined in Section 4943 of the Code, beyond the permitted holding period;
(c) Jeopardizing Investments (Section 4944): The Foundation shall not make any investment in such manner as to jeopardize the carrying out of any of its exempt purposes, as defined in Section 4944 of the Code; and
(d) Taxable Expenditures (Section 4945): The Foundation shall not make any taxable expenditure, as defined in Section 4945 of the Code, including expenditures for lobbying, electioneering, grants to individuals without prior IRS approval of selection procedures, grants to non-public charities without expenditure responsibility, and expenditures for non-charitable purposes.
The Board of Directors shall adopt and enforce policies and procedures designed to ensure compliance with each of the foregoing prohibitions. Each director and officer shall be informed of these prohibitions and shall promptly report to the Board any transaction or proposed transaction that may implicate these rules.
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 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, to the fullest extent permitted by the N-PCL and not prohibited by the Code, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Foundation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.
The Foundation may also indemnify any employee or agent of the Foundation to the extent authorized by the Board of Directors and permitted by the N-PCL. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in, or not opposed to, the best interests of the Foundation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.
To the extent that a present or former director or officer of the Foundation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to above, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, without the need for any determination as described in the preceding paragraph.
Expenses (including attorneys' fees) incurred by a director or officer in defending any civil, criminal, administrative, or investigative action, suit, or proceeding may be paid by the Foundation in advance of the final disposition of such action, suit, or proceeding as authorized by the Board, upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Foundation as authorized in this Section.
The indemnification and advancement of expenses provided in this Section shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such person.
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 such person in any such capacity, or arising out of such person's status as such, whether or not the Foundation would have the power to indemnify such person against such liability under the provisions of this Article VII, to the extent permitted by the N-PCL and the Code.
The Board of Directors shall review the Foundation's directors' and officers' liability insurance coverage on an annual basis and shall ensure that such coverage is adequate and appropriate for the Foundation's activities and risk profile.
ARTICLE VIII — DISSOLUTION
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 government, or to a state or local government, for a public purpose, as determined by the Board in its sole discretion. Any such distribution shall be made in accordance with the dissolution provisions of the Certificate of Incorporation, the N-PCL, and Section 501(c)(3) of the Code.
No part of the assets of the Foundation shall, upon dissolution, be distributed to any director, officer, employee, agent, or any disqualified person within the meaning of Section 4946 of the Code, nor to any private individual or entity that does not qualify under Section 501(c)(3) of the Code.
If the Board of Directors is unable, after reasonable effort, to identify one or more qualifying recipient organizations, the Board shall petition the Supreme Court of the State of New York or other court of competent jurisdiction for a determination of the appropriate recipient or recipients of the Foundation's remaining assets, in accordance with the cy-pres doctrine or other applicable principles of law.
ARTICLE IX — AMENDMENTS
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 prior to the meeting at which the amendment is to be considered. No amendment shall be adopted at a meeting unless it has been included in the notice of the meeting or unless all directors are present and unanimously consent to consideration of the amendment.
No amendment to these Bylaws shall be adopted that is inconsistent with the Foundation's tax-exempt status under Section 501(c)(3) of the Code or its classification as a private foundation, or that would violate any provision of the Certificate of Incorporation. Any amendment that could affect the Foundation's tax-exempt status or its compliance with the private foundation rules under Sections 4940 through 4946 of the Code shall be reviewed by the Foundation's legal counsel prior to adoption.
All amendments to these Bylaws shall be recorded in the minute book of the Foundation and attached to or incorporated into the official copy of these Bylaws maintained at the principal office.
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 provisions shall control.
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 principal office of the Foundation or at such other location as may be mutually agreed upon. This right of inspection may be exercised through any agent or attorney of the director, and includes the right to make copies and extracts.
Section 10.4 — Non-Discrimination
The Foundation shall not discriminate on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, veteran status, genetic information, or any other characteristic protected by applicable federal, state, or local law in its grant-making, employment, selection of vendors or service providers, or any other activities. The Foundation's charitable grant-making shall be conducted in accordance with the Foundation's stated mission and purposes, without unlawful discrimination.
Section 10.5 — Severability
If any provision of these Bylaws, or the application thereof to any person or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the remaining provisions of these Bylaws, which shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified, to the extent possible, to achieve the intent of the original provision in a manner that is valid, legal, and enforceable. If such modification is not possible, the invalid provision shall be deemed severed from these Bylaws.
Section 10.6 — Construction
These Bylaws shall be construed in conjunction with the Certificate of Incorporation of the Foundation. In the event of any conflict or inconsistency between these Bylaws and the Certificate of Incorporation, the Certificate of Incorporation shall control. In all cases, these Bylaws shall be interpreted to maintain the Foundation's qualification as a tax-exempt organization under Section 501(c)(3) of the Code and its compliance with the private foundation rules under Sections 4940 through 4946 of the Code, and any ambiguity in these Bylaws shall be resolved in favor of such qualification and compliance.
References in these Bylaws to sections of the Internal Revenue Code of 1986, as amended, shall include corresponding provisions of any future United States internal revenue law that amend or replace such sections.
CERTIFICATION
I, the undersigned, being the duly elected Secretary of The Caldwell Family Foundation, a New York not-for-profit corporation, do hereby certify that the foregoing Bylaws were duly adopted by the Board of Directors of The Caldwell Family Foundation at the organizational meeting of the Board held on March 20, 2023, and that such Bylaws have not been amended, altered, or repealed as of the date set forth below and remain in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of March, 2023.
THE CALDWELL FAMILY FOUNDATION
By: ________
Name: Thomas R. Caldwell
Title: Secretary
Date: March 20, 2023

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THE CALDWELL FAMILY FOUNDATION

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THE CALDWELL FAMILY FOUNDATION

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