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STATE OF NEW YORK DEPARTMENT OF STATE DIVISION OF CORPORATIONS, STATE RECORDS AND UNIFORM COMMERCIAL CODE

CERTIFICATE OF INCORPORATION

THE CALDWELL FAMILY FOUNDATION

Under Section 402 of the Not-for-Profit Corporation Law of the State of New York

Filed with the Department of State of the State of New York

DOS Filing No.: 230320-001847 Date of Filing: March 20, 2023

The undersigned, being a natural person of the age of eighteen years or over, acting as incorporator of a corporation formed under the New York Not-for-Profit Corporation Law (the "N-PCL"), hereby certifies as follows:

ARTICLE FIRST: NAME

The name of the corporation shall be The Caldwell Family Foundation (hereinafter referred to as the "Corporation").

ARTICLE SECOND: TYPE OF CORPORATION

The Corporation is a corporation as defined in subparagraph (a)(5) of Section 102 of the New York Not-for-Profit Corporation Law. The Corporation is a Type B corporation under Section 201 of the N-PCL, formed exclusively for charitable, educational, and scientific purposes. The Corporation is not formed for pecuniary profit or financial gain, and no part of its assets, income, or profits shall be distributable to, or inure to the benefit of, its directors, officers, or other private persons, except as authorized by this Certificate of Incorporation and applicable law.

ARTICLE THIRD: PURPOSES

Section 3.1. The Corporation is organized and shall be 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, or the corresponding provision of any future United States internal revenue law (the "Code").

Section 3.2. Without limiting the generality of the foregoing, the specific purposes for which the Corporation is formed include, but are not limited to, the following:

(a) Support for the Arts. To support, promote, and advance the visual arts, the performing arts, and cultural preservation, including by making grants, contributions, and distributions to museums, galleries, performance venues, individual artists, arts education programs, and other organizations and initiatives dedicated to artistic expression, cultural heritage, and the enrichment of communities through the arts;

(b) Support for Education. To support, promote, and advance education at all levels, including by funding scholarships, fellowships, academic programs, educational institutions, literacy initiatives, mentorship programs, and other educational activities designed to expand access to learning, promote academic excellence, and foster intellectual development among students and communities;

(c) Support for Environmental Conservation. To support, promote, and advance environmental conservation, including by funding land preservation efforts, sustainability initiatives, environmental research, habitat restoration, clean energy programs, and other projects and organizations dedicated to the protection, conservation, and responsible stewardship of the natural environment; and

(d) Geographic Focus. In furtherance of the foregoing purposes, the Corporation shall place particular emphasis on supporting organizations and programs serving the New York metropolitan area and surrounding communities, although the Corporation shall not be limited exclusively to activities within such geographic area and may support programs and organizations located elsewhere when the Board of Directors determines that doing so is consistent with the Corporation's charitable mission.

Section 3.3. The Corporation may engage in any and all lawful activities incidental to, or in furtherance of, the foregoing purposes, provided that such activities are consistent with the Corporation's status as an organization described in Section 501(c)(3) of the Code.

Section 3.4. Notwithstanding any other provision of this Certificate of Incorporation, the Corporation shall not carry on any activities not permitted to be carried on by:

(a) a corporation exempt from federal income tax under Section 501(c)(3) of the Code; or

(b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.

ARTICLE FOURTH: PRIVATE FOUNDATION STATUS AND REQUIRED PROVISIONS

Section 4.0. The Corporation is intended to be classified as a private foundation within the meaning of Section 509(a) of the Code. Accordingly, and notwithstanding any other provision of this Certificate of Incorporation, the following provisions shall apply to the Corporation and shall be construed in accordance with the requirements imposed upon private foundations by Sections 4941 through 4946 of the Code and the regulations promulgated thereunder:

Section 4.1 — Prohibition on Self-Dealing (Section 4941 of the Code). The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code with any disqualified person as defined in Section 4946 of the Code. No director, officer, substantial contributor, or other disqualified person shall engage, directly or indirectly, in any transaction with the Corporation that would constitute an act of self-dealing within the meaning of Section 4941(d) of the Code, except to the extent that any such transaction is specifically permitted under the exceptions set forth in Section 4941(d)(2) of the Code. The Board of Directors shall adopt and maintain policies and procedures reasonably designed to identify disqualified persons and to prevent any acts of self-dealing with respect to the Corporation.

Section 4.2 — Minimum Distribution Requirement (Section 4942 of the Code). The Corporation shall distribute for each taxable year amounts at least sufficient to avoid the imposition of the tax on undistributed income imposed by Section 4942 of the Code. Without limiting the foregoing, the Corporation shall, for each taxable year, make qualifying distributions (as defined in Section 4942(g) of the Code) in an amount not less than the distributable amount (as defined in Section 4942(d) of the Code) for such taxable year, which generally requires that the Corporation distribute for charitable purposes an amount equal to at least five percent (5%) of the fair market value of its net investment assets for the immediately preceding taxable year. The Board of Directors shall monitor the Corporation's qualifying distributions on a regular basis and shall take all steps necessary to ensure compliance with this requirement.

Section 4.3 — Excess Business Holdings (Section 4943 of the Code). The Corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Code. If the Corporation, together with all disqualified persons (as defined in Section 4946 of the Code), holds an interest in any business enterprise that exceeds the permitted holdings under Section 4943(c) of the Code, the Corporation shall dispose of such excess holdings within the time period prescribed by Section 4943(c)(6) of the Code. The Board of Directors shall review the Corporation's holdings on an annual basis to ensure compliance with this provision.

Section 4.4 — Jeopardizing Investments (Section 4944 of the Code). The Corporation shall not make any investments in such manner as to subject the Corporation to tax under Section 4944 of the Code. In making investment decisions, the Board of Directors and any investment committee or advisor shall exercise ordinary business care and prudence, taking into account the Corporation's short-term and long-term financial needs, the Corporation's charitable purposes, and the prevailing standards of fiduciary conduct applicable to private foundations under federal tax law and applicable state law.

Section 4.5 — Taxable Expenditures (Section 4945 of the Code). The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Code. Without limiting the foregoing, the Corporation shall not:

(a) make any expenditure to carry on propaganda or otherwise attempt to influence legislation within the meaning of Section 4945(d)(1) of the Code, except as otherwise permitted by Section 4945(f) of the Code;

(b) make any expenditure to influence the outcome of any specific public election or to carry on, directly or indirectly, any voter registration drive within the meaning of Section 4945(d)(2) of the Code, except as otherwise permitted by Section 4945(f) of the Code;

(c) make any grant to an individual for travel, study, or other similar purposes within the meaning of Section 4945(d)(3) of the Code, unless such grant is awarded on an objective and nondiscriminatory basis pursuant to a procedure approved in advance by the Internal Revenue Service;

(d) make any grant to any organization other than an organization described in Section 509(a)(1), (2), or (3) of the Code, unless the Corporation exercises expenditure responsibility with respect to such grant in accordance with Section 4945(h) of the Code; or

(e) make any expenditure for any purpose other than one specified in Section 170(c)(2)(B) of the Code.

ARTICLE FIFTH: POWERS

Section 5.1. The Corporation shall have all powers now or hereafter granted by the N-PCL to not-for-profit corporations, subject to the limitations and restrictions set forth in this Certificate of Incorporation and in the Code as they apply to organizations described in Section 501(c)(3) of the Code and to private foundations as defined in Section 509(a) of the Code.

Section 5.2. In furtherance of its purposes and not for pecuniary profit, the Corporation shall have the power to:

(a) solicit, receive, hold, and administer funds, property, bequests, devises, gifts, grants, and other assets of every kind and description, whether real, personal, or mixed, and whether tangible or intangible, from any source whatsoever, including from individuals, foundations, corporations, governmental entities, and other organizations;

(b) make grants, contributions, gifts, and distributions of funds and other assets to organizations described in Sections 501(c)(3) and 509(a)(1), (2), or (3) of the Code, and to other organizations and persons as permitted by the Code and the provisions of this Certificate of Incorporation, in furtherance of the Corporation's charitable, educational, and scientific purposes;

(c) invest and reinvest the funds of the Corporation in stocks, bonds, mutual funds, real property, and other investments in accordance with applicable law, including the New York Prudent Management of Institutional Funds Act, and the Corporation's investment policies as adopted from time to time by the Board of Directors;

(d) employ such staff, agents, and independent contractors, and retain such legal, accounting, investment, and other professional advisors, as the Board of Directors deems necessary or appropriate for the conduct of the Corporation's affairs;

(e) enter into contracts, agreements, and other instruments, and to execute, acknowledge, and deliver any and all documents and instruments, as the Board of Directors deems necessary or appropriate in connection with the Corporation's activities;

(f) purchase, lease, hold, improve, mortgage, sell, convey, and otherwise acquire and dispose of real and personal property of every kind and description;

(g) borrow money and issue notes, bonds, and other obligations, and to secure any of the Corporation's obligations by mortgage, pledge, or other encumbrance of all or any part of the Corporation's property, franchises, and income; and

(h) do any and all things necessary, suitable, appropriate, or incidental to the accomplishment of any of the foregoing purposes, or which shall at any time appear conducive to or expedient for the protection or benefit of the Corporation, provided that such activities are consistent with the Corporation's status as a tax-exempt private foundation.

ARTICLE SIXTH: OFFICE AND REGISTERED ADDRESS

Section 6.1. The office of the Corporation shall be located in the County of New York, State of New York.

Section 6.2. The address of the Corporation's principal office is 330 Madison Avenue, Suite 2401, New York, New York 10017.

Section 6.3. The Secretary of State of the State of New York is hereby designated as agent of the Corporation upon whom process against the Corporation may be served. The post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon the Secretary of State is:

The Caldwell Family Foundation 330 Madison Avenue, Suite 2401 New York, New York 10017

ARTICLE SEVENTH: DURATION

The duration of the Corporation shall be perpetual.

ARTICLE EIGHTH: DIRECTORS

Section 8.1. The Corporation shall be managed by a Board of Directors (the "Board"). The management of the affairs, property, and activities of the Corporation shall be vested in the Board, and the Board shall have and exercise all powers of the Corporation except as otherwise provided by law, this Certificate of Incorporation, or the Bylaws of the Corporation.

Section 8.2. The number of directors constituting the entire Board shall be not fewer than three (3) and not more than nine (9), as fixed from time to time by the Bylaws of the Corporation or by resolution of the Board adopted in accordance with the Bylaws. The initial number of directors shall be six (6).

Section 8.3. The names and addresses of the initial directors of the Corporation, who shall serve until the first annual meeting of the Board or until their successors are duly elected and qualified, are as follows:

Section 8.4. No director of the Corporation shall receive compensation for services rendered in such director's capacity as a director. Directors may, however, be reimbursed for reasonable expenses actually incurred in the performance of their duties as directors, including travel, lodging, and meal expenses, upon presentation of appropriate documentation and in accordance with such policies as the Board may adopt from time to time.

ARTICLE NINTH: MEMBERS

Section 9.1. The Corporation shall have no members entitled to vote as provided under Article 6 of the N-PCL or any other provision of the N-PCL.

Section 9.2. Any action or approval which would otherwise require the approval or consent of the members of the Corporation under the N-PCL, this Certificate of Incorporation, or the Bylaws of the Corporation shall require only the approval or consent of the Board of Directors. All rights which would otherwise vest in the members of the Corporation under the N-PCL shall vest in the Board of Directors.

ARTICLE TENTH: INCORPORATOR

The name and address of the incorporator of the Corporation is as follows:

Monica Reyes, Esq. Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152

The incorporator is a natural person of the age of eighteen years or over.

ARTICLE ELEVENTH: DISSOLUTION PROVISION

Section 11.1. Upon the dissolution or final liquidation of the Corporation, after the payment or provision for payment of all lawful debts, liabilities, and obligations of the Corporation, the Board of Directors shall distribute the remaining assets of the Corporation exclusively to one or more organizations then described in Section 501(c)(3) of the Code (or the corresponding provision of any future United States internal revenue law), as determined by the Board of Directors in the exercise of its reasonable discretion, giving due consideration to the purposes and charitable mission of the Corporation. In the event that the Board of Directors is unable to make such determination, or if no such determination is made prior to the completion of the dissolution, the remaining assets shall be distributed to such organization or organizations as shall be designated by a court of competent jurisdiction sitting in the County of New York, State of New York, exclusively for such purposes or to such organizations organized and operated exclusively for such purposes.

Section 11.2. No part of the assets or net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, incorporator, or any other private individual, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered to or for the Corporation in furtherance of one or more of its exempt purposes, and to make payments and distributions in furtherance of the purposes set forth in Article Third of this Certificate of Incorporation.

ARTICLE TWELFTH: LIMITATION ON ACTIVITIES

Section 12.1. No substantial part of the activities of the Corporation shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise provided in Section 501(h) of the Code, and the Corporation shall not elect to make expenditures to influence legislation under Section 501(h) of the Code unless the Board of Directors has determined, upon advice of counsel, that such election is in the best interests of the Corporation and is consistent with the Corporation's status as a private foundation.

Section 12.2. The Corporation 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. This prohibition shall be absolute and shall not be subject to exception or waiver.

ARTICLE THIRTEENTH: TAX-EXEMPT PURPOSE LIMITATION

Notwithstanding any other provision of this Certificate of Incorporation, the Corporation is organized exclusively for one or more of the purposes specified in Section 501(c)(3) of the Code, and shall not be operated for the primary purpose of carrying on a trade or business for profit. The Corporation may engage in activities that generate unrelated business taxable income only to the extent permitted by the Code and the regulations promulgated thereunder, and only where such activities are incidental to and do not substantially further the Corporation's exempt purposes.

ARTICLE FOURTEENTH: AMENDMENT

This Certificate of Incorporation may be amended in the manner prescribed by the N-PCL and in accordance with the Corporation's Bylaws, provided that:

(a) no amendment shall be made that would cause the Corporation to cease to qualify as an organization described in Section 501(c)(3) of the Code, or as a private foundation under Section 509(a) of the Code, unless the Board of Directors determines, by a vote of not less than two-thirds of the entire Board then in office, that such qualification is no longer necessary or desirable for the furtherance of the Corporation's charitable purposes; and

(b) any amendment to this Certificate of Incorporation shall comply with all applicable requirements of the N-PCL, including the filing of any required certificates of amendment with the Department of State of the State of New York, and shall be submitted to the New York Attorney General for review and consent to the extent required by the N-PCL.

ARTICLE FIFTEENTH: STATUTORY COMPLIANCE

Section 15.1. This Certificate of Incorporation is filed in compliance with, and subject to, the provisions of the New York Not-for-Profit Corporation Law, including but not limited to Sections 402 and 404 thereof.

Section 15.2. The Corporation acknowledges that it must comply with all applicable provisions of the New York Estates, Powers and Trusts Law, the New York Prudent Management of Institutional Funds Act (N-PCL Article 5-A), and all applicable federal tax laws and regulations governing private foundations, including but not limited to the requirements of Sections 4941 through 4946, Section 4947, Section 6033, and Section 6104 of the Code.

Section 15.3. The Corporation further acknowledges its obligation to register with the Charities Bureau of the Office of the New York Attorney General pursuant to Article 7-A of the Executive Law of the State of New York and to file such annual reports and financial statements as may be required by applicable law.

INCORPORATOR'S EXECUTION

IN WITNESS WHEREOF, the undersigned incorporator has signed this Certificate of Incorporation on the date set forth below and hereby affirms, under the penalties of perjury, that the statements contained herein are true and correct.

Dated: March 20, 2023

________________________________________

Monica Reyes, Esq. Incorporator

Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152

CONSENT OF THE ATTORNEY GENERAL OF THE STATE OF NEW YORK

Pursuant to Section 404(a) of the New York Not-for-Profit Corporation Law, this Certificate of Incorporation was submitted to the Attorney General of the State of New York, Charities Bureau, for review and consent prior to filing with the Department of State. The Attorney General's consent, or a determination that consent is not required to be withheld, has been obtained and accompanies this filing.

The Certificate of Incorporation of The Caldwell Family Foundation was approved by the Office of the Attorney General, Charities Bureau, 28 Liberty Street, New York, New York 10005, and consent was duly granted for the filing of this Certificate of Incorporation with the Department of State of the State of New York.

Reference: AG Charities Bureau File No. 23-CF-0847

STATE OF NEW YORK DEPARTMENT OF STATE DIVISION OF CORPORATIONS, STATE RECORDS AND UNIFORM COMMERCIAL CODE

FILING ENDORSEMENT

I hereby certify that the Certificate of Incorporation of THE CALDWELL FAMILY FOUNDATION, a not-for-profit corporation formed under Section 402 of the Not-for-Profit Corporation Law of the State of New York, has been filed in the Department of State of the State of New York in accordance with the provisions of the N-PCL.

STATE OF NEW YORK DEPARTMENT OF STATE

By: ________

Division of Corporations, State Records and Uniform Commercial Code

Date: March 20, 2023

INTERNAL TRANSMITTAL NOTES — NOT PART OF FILED CERTIFICATE

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

The following information is maintained as part of the organizational document package for The Caldwell Family Foundation and does not constitute part of the Certificate of Incorporation filed with the New York Department of State.

Federal Tax Identification:

• Employer Identification Number (EIN): 88-3021547

• EIN Application (Form SS-4) submitted: March 2023

Tax-Exempt Status Application:

• Form 1023 (Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code) filed with the Internal Revenue Service: May 15, 2023

• IRS Determination Letter recognizing the Corporation as exempt under Section 501(c)(3) of the Code and classified as a private foundation under Section 509(a) received: July 14, 2023

• Effective date of exemption: March 20, 2023 (date of incorporation)

Prepared by: Monica Reyes, Esq. Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152 (212) 555-0173 mreyes@calderwoodharkness.com

Name	Address
Jonathan R. Caldwell	418 East 72nd Street, Apt. 14A, New York, NY 10021
Eleanor V. Caldwell	418 East 72nd Street, Apt. 14A, New York, NY 10021
Thomas R. Caldwell	55 Perry Street, Unit 3, New York, NY 10014
Katherine C. Hartfield	210 Briarcliff Lane, Greenwich, CT 06830
Olivia G. Caldwell	1240 North Dearborn Street, Apt. 807, Chicago, IL 60610
Dr. Margaret P. Elsworth	Department of Art History, Columbia University, 826 Schermerhorn Hall, 1190 Amsterdam Avenue, New York, NY 10027
DOS Filing Number:	230320-001847
Date of Filing:	March 20, 2023
Type of Corporation:	Not-for-Profit Corporation — Type B
Jurisdiction:	State of New York
County of Office:	New York County
Filing Fee Received:	$75.00

STATE OF NEW YORK DEPARTMENT OF STATE DIVISION OF CORPORATIONS, STATE RECORDS AND UNIFORM COMMERCIAL CODE
CERTIFICATE OF INCORPORATION
OF
THE CALDWELL FAMILY FOUNDATION
Under Section 402 of the Not-for-Profit Corporation Law of the State of New York
Filed with the Department of State of the State of New York
DOS Filing No.: 230320-001847 Date of Filing: March 20, 2023
The undersigned, being a natural person of the age of eighteen years or over, acting as incorporator of a corporation formed under the New York Not-for-Profit Corporation Law (the "N-PCL"), hereby certifies as follows:
ARTICLE FIRST: NAME
The name of the corporation shall be The Caldwell Family Foundation (hereinafter referred to as the "Corporation").
ARTICLE SECOND: TYPE OF CORPORATION
The Corporation is a corporation as defined in subparagraph (a)(5) of Section 102 of the New York Not-for-Profit Corporation Law. The Corporation is a Type B corporation under Section 201 of the N-PCL, formed exclusively for charitable, educational, and scientific purposes. The Corporation is not formed for pecuniary profit or financial gain, and no part of its assets, income, or profits shall be distributable to, or inure to the benefit of, its directors, officers, or other private persons, except as authorized by this Certificate of Incorporation and applicable law.
ARTICLE THIRD: PURPOSES
Section 3.1. The Corporation is organized and shall be 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, or the corresponding provision of any future United States internal revenue law (the "Code").
Section 3.2. Without limiting the generality of the foregoing, the specific purposes for which the Corporation is formed include, but are not limited to, the following:
(a) Support for the Arts. To support, promote, and advance the visual arts, the performing arts, and cultural preservation, including by making grants, contributions, and distributions to museums, galleries, performance venues, individual artists, arts education programs, and other organizations and initiatives dedicated to artistic expression, cultural heritage, and the enrichment of communities through the arts;
(b) Support for Education. To support, promote, and advance education at all levels, including by funding scholarships, fellowships, academic programs, educational institutions, literacy initiatives, mentorship programs, and other educational activities designed to expand access to learning, promote academic excellence, and foster intellectual development among students and communities;
(c) Support for Environmental Conservation. To support, promote, and advance environmental conservation, including by funding land preservation efforts, sustainability initiatives, environmental research, habitat restoration, clean energy programs, and other projects and organizations dedicated to the protection, conservation, and responsible stewardship of the natural environment; and
(d) Geographic Focus. In furtherance of the foregoing purposes, the Corporation shall place particular emphasis on supporting organizations and programs serving the New York metropolitan area and surrounding communities, although the Corporation shall not be limited exclusively to activities within such geographic area and may support programs and organizations located elsewhere when the Board of Directors determines that doing so is consistent with the Corporation's charitable mission.
Section 3.3. The Corporation may engage in any and all lawful activities incidental to, or in furtherance of, the foregoing purposes, provided that such activities are consistent with the Corporation's status as an organization described in Section 501(c)(3) of the Code.
Section 3.4. Notwithstanding any other provision of this Certificate of Incorporation, the Corporation shall not carry on any activities not permitted to be carried on by:
(a) a corporation exempt from federal income tax under Section 501(c)(3) of the Code; or
(b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.
ARTICLE FOURTH: PRIVATE FOUNDATION STATUS AND REQUIRED PROVISIONS
Section 4.0. The Corporation is intended to be classified as a private foundation within the meaning of Section 509(a) of the Code. Accordingly, and notwithstanding any other provision of this Certificate of Incorporation, the following provisions shall apply to the Corporation and shall be construed in accordance with the requirements imposed upon private foundations by Sections 4941 through 4946 of the Code and the regulations promulgated thereunder:
Section 4.1 — Prohibition on Self-Dealing (Section 4941 of the Code). The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code with any disqualified person as defined in Section 4946 of the Code. No director, officer, substantial contributor, or other disqualified person shall engage, directly or indirectly, in any transaction with the Corporation that would constitute an act of self-dealing within the meaning of Section 4941(d) of the Code, except to the extent that any such transaction is specifically permitted under the exceptions set forth in Section 4941(d)(2) of the Code. The Board of Directors shall adopt and maintain policies and procedures reasonably designed to identify disqualified persons and to prevent any acts of self-dealing with respect to the Corporation.
Section 4.2 — Minimum Distribution Requirement (Section 4942 of the Code). The Corporation shall distribute for each taxable year amounts at least sufficient to avoid the imposition of the tax on undistributed income imposed by Section 4942 of the Code. Without limiting the foregoing, the Corporation shall, for each taxable year, make qualifying distributions (as defined in Section 4942(g) of the Code) in an amount not less than the distributable amount (as defined in Section 4942(d) of the Code) for such taxable year, which generally requires that the Corporation distribute for charitable purposes an amount equal to at least five percent (5%) of the fair market value of its net investment assets for the immediately preceding taxable year. The Board of Directors shall monitor the Corporation's qualifying distributions on a regular basis and shall take all steps necessary to ensure compliance with this requirement.
Section 4.3 — Excess Business Holdings (Section 4943 of the Code). The Corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Code. If the Corporation, together with all disqualified persons (as defined in Section 4946 of the Code), holds an interest in any business enterprise that exceeds the permitted holdings under Section 4943(c) of the Code, the Corporation shall dispose of such excess holdings within the time period prescribed by Section 4943(c)(6) of the Code. The Board of Directors shall review the Corporation's holdings on an annual basis to ensure compliance with this provision.
Section 4.4 — Jeopardizing Investments (Section 4944 of the Code). The Corporation shall not make any investments in such manner as to subject the Corporation to tax under Section 4944 of the Code. In making investment decisions, the Board of Directors and any investment committee or advisor shall exercise ordinary business care and prudence, taking into account the Corporation's short-term and long-term financial needs, the Corporation's charitable purposes, and the prevailing standards of fiduciary conduct applicable to private foundations under federal tax law and applicable state law.
Section 4.5 — Taxable Expenditures (Section 4945 of the Code). The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Code. Without limiting the foregoing, the Corporation shall not:
(a) make any expenditure to carry on propaganda or otherwise attempt to influence legislation within the meaning of Section 4945(d)(1) of the Code, except as otherwise permitted by Section 4945(f) of the Code;
(b) make any expenditure to influence the outcome of any specific public election or to carry on, directly or indirectly, any voter registration drive within the meaning of Section 4945(d)(2) of the Code, except as otherwise permitted by Section 4945(f) of the Code;
(c) make any grant to an individual for travel, study, or other similar purposes within the meaning of Section 4945(d)(3) of the Code, unless such grant is awarded on an objective and nondiscriminatory basis pursuant to a procedure approved in advance by the Internal Revenue Service;
(d) make any grant to any organization other than an organization described in Section 509(a)(1), (2), or (3) of the Code, unless the Corporation exercises expenditure responsibility with respect to such grant in accordance with Section 4945(h) of the Code; or
(e) make any expenditure for any purpose other than one specified in Section 170(c)(2)(B) of the Code.
ARTICLE FIFTH: POWERS
Section 5.1. The Corporation shall have all powers now or hereafter granted by the N-PCL to not-for-profit corporations, subject to the limitations and restrictions set forth in this Certificate of Incorporation and in the Code as they apply to organizations described in Section 501(c)(3) of the Code and to private foundations as defined in Section 509(a) of the Code.
Section 5.2. In furtherance of its purposes and not for pecuniary profit, the Corporation shall have the power to:
(a) solicit, receive, hold, and administer funds, property, bequests, devises, gifts, grants, and other assets of every kind and description, whether real, personal, or mixed, and whether tangible or intangible, from any source whatsoever, including from individuals, foundations, corporations, governmental entities, and other organizations;
(b) make grants, contributions, gifts, and distributions of funds and other assets to organizations described in Sections 501(c)(3) and 509(a)(1), (2), or (3) of the Code, and to other organizations and persons as permitted by the Code and the provisions of this Certificate of Incorporation, in furtherance of the Corporation's charitable, educational, and scientific purposes;
(c) invest and reinvest the funds of the Corporation in stocks, bonds, mutual funds, real property, and other investments in accordance with applicable law, including the New York Prudent Management of Institutional Funds Act, and the Corporation's investment policies as adopted from time to time by the Board of Directors;
(d) employ such staff, agents, and independent contractors, and retain such legal, accounting, investment, and other professional advisors, as the Board of Directors deems necessary or appropriate for the conduct of the Corporation's affairs;
(e) enter into contracts, agreements, and other instruments, and to execute, acknowledge, and deliver any and all documents and instruments, as the Board of Directors deems necessary or appropriate in connection with the Corporation's activities;
(f) purchase, lease, hold, improve, mortgage, sell, convey, and otherwise acquire and dispose of real and personal property of every kind and description;
(g) borrow money and issue notes, bonds, and other obligations, and to secure any of the Corporation's obligations by mortgage, pledge, or other encumbrance of all or any part of the Corporation's property, franchises, and income; and
(h) do any and all things necessary, suitable, appropriate, or incidental to the accomplishment of any of the foregoing purposes, or which shall at any time appear conducive to or expedient for the protection or benefit of the Corporation, provided that such activities are consistent with the Corporation's status as a tax-exempt private foundation.
ARTICLE SIXTH: OFFICE AND REGISTERED ADDRESS
Section 6.1. The office of the Corporation shall be located in the County of New York, State of New York.
Section 6.2. The address of the Corporation's principal office is 330 Madison Avenue, Suite 2401, New York, New York 10017.
Section 6.3. The Secretary of State of the State of New York is hereby designated as agent of the Corporation upon whom process against the Corporation may be served. The post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon the Secretary of State is:
The Caldwell Family Foundation 330 Madison Avenue, Suite 2401 New York, New York 10017
ARTICLE SEVENTH: DURATION
The duration of the Corporation shall be perpetual.
ARTICLE EIGHTH: DIRECTORS
Section 8.1. The Corporation shall be managed by a Board of Directors (the "Board"). The management of the affairs, property, and activities of the Corporation shall be vested in the Board, and the Board shall have and exercise all powers of the Corporation except as otherwise provided by law, this Certificate of Incorporation, or the Bylaws of the Corporation.
Section 8.2. The number of directors constituting the entire Board shall be not fewer than three (3) and not more than nine (9), as fixed from time to time by the Bylaws of the Corporation or by resolution of the Board adopted in accordance with the Bylaws. The initial number of directors shall be six (6).
Section 8.3. The names and addresses of the initial directors of the Corporation, who shall serve until the first annual meeting of the Board or until their successors are duly elected and qualified, are as follows:
Section 8.4. No director of the Corporation shall receive compensation for services rendered in such director's capacity as a director. Directors may, however, be reimbursed for reasonable expenses actually incurred in the performance of their duties as directors, including travel, lodging, and meal expenses, upon presentation of appropriate documentation and in accordance with such policies as the Board may adopt from time to time.
ARTICLE NINTH: MEMBERS
Section 9.1. The Corporation shall have no members entitled to vote as provided under Article 6 of the N-PCL or any other provision of the N-PCL.
Section 9.2. Any action or approval which would otherwise require the approval or consent of the members of the Corporation under the N-PCL, this Certificate of Incorporation, or the Bylaws of the Corporation shall require only the approval or consent of the Board of Directors. All rights which would otherwise vest in the members of the Corporation under the N-PCL shall vest in the Board of Directors.
ARTICLE TENTH: INCORPORATOR
The name and address of the incorporator of the Corporation is as follows:
Monica Reyes, Esq. Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152
The incorporator is a natural person of the age of eighteen years or over.
ARTICLE ELEVENTH: DISSOLUTION PROVISION
Section 11.1. Upon the dissolution or final liquidation of the Corporation, after the payment or provision for payment of all lawful debts, liabilities, and obligations of the Corporation, the Board of Directors shall distribute the remaining assets of the Corporation exclusively to one or more organizations then described in Section 501(c)(3) of the Code (or the corresponding provision of any future United States internal revenue law), as determined by the Board of Directors in the exercise of its reasonable discretion, giving due consideration to the purposes and charitable mission of the Corporation. In the event that the Board of Directors is unable to make such determination, or if no such determination is made prior to the completion of the dissolution, the remaining assets shall be distributed to such organization or organizations as shall be designated by a court of competent jurisdiction sitting in the County of New York, State of New York, exclusively for such purposes or to such organizations organized and operated exclusively for such purposes.
Section 11.2. No part of the assets or net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, incorporator, or any other private individual, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered to or for the Corporation in furtherance of one or more of its exempt purposes, and to make payments and distributions in furtherance of the purposes set forth in Article Third of this Certificate of Incorporation.
ARTICLE TWELFTH: LIMITATION ON ACTIVITIES
Section 12.1. No substantial part of the activities of the Corporation shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise provided in Section 501(h) of the Code, and the Corporation shall not elect to make expenditures to influence legislation under Section 501(h) of the Code unless the Board of Directors has determined, upon advice of counsel, that such election is in the best interests of the Corporation and is consistent with the Corporation's status as a private foundation.
Section 12.2. The Corporation 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. This prohibition shall be absolute and shall not be subject to exception or waiver.
ARTICLE THIRTEENTH: TAX-EXEMPT PURPOSE LIMITATION
Notwithstanding any other provision of this Certificate of Incorporation, the Corporation is organized exclusively for one or more of the purposes specified in Section 501(c)(3) of the Code, and shall not be operated for the primary purpose of carrying on a trade or business for profit. The Corporation may engage in activities that generate unrelated business taxable income only to the extent permitted by the Code and the regulations promulgated thereunder, and only where such activities are incidental to and do not substantially further the Corporation's exempt purposes.
ARTICLE FOURTEENTH: AMENDMENT
This Certificate of Incorporation may be amended in the manner prescribed by the N-PCL and in accordance with the Corporation's Bylaws, provided that:
(a) no amendment shall be made that would cause the Corporation to cease to qualify as an organization described in Section 501(c)(3) of the Code, or as a private foundation under Section 509(a) of the Code, unless the Board of Directors determines, by a vote of not less than two-thirds of the entire Board then in office, that such qualification is no longer necessary or desirable for the furtherance of the Corporation's charitable purposes; and
(b) any amendment to this Certificate of Incorporation shall comply with all applicable requirements of the N-PCL, including the filing of any required certificates of amendment with the Department of State of the State of New York, and shall be submitted to the New York Attorney General for review and consent to the extent required by the N-PCL.
ARTICLE FIFTEENTH: STATUTORY COMPLIANCE
Section 15.1. This Certificate of Incorporation is filed in compliance with, and subject to, the provisions of the New York Not-for-Profit Corporation Law, including but not limited to Sections 402 and 404 thereof.
Section 15.2. The Corporation acknowledges that it must comply with all applicable provisions of the New York Estates, Powers and Trusts Law, the New York Prudent Management of Institutional Funds Act (N-PCL Article 5-A), and all applicable federal tax laws and regulations governing private foundations, including but not limited to the requirements of Sections 4941 through 4946, Section 4947, Section 6033, and Section 6104 of the Code.
Section 15.3. The Corporation further acknowledges its obligation to register with the Charities Bureau of the Office of the New York Attorney General pursuant to Article 7-A of the Executive Law of the State of New York and to file such annual reports and financial statements as may be required by applicable law.
INCORPORATOR'S EXECUTION
IN WITNESS WHEREOF, the undersigned incorporator has signed this Certificate of Incorporation on the date set forth below and hereby affirms, under the penalties of perjury, that the statements contained herein are true and correct.
Dated: March 20, 2023
________________________________________
Monica Reyes, Esq. Incorporator
Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152
CONSENT OF THE ATTORNEY GENERAL OF THE STATE OF NEW YORK
Pursuant to Section 404(a) of the New York Not-for-Profit Corporation Law, this Certificate of Incorporation was submitted to the Attorney General of the State of New York, Charities Bureau, for review and consent prior to filing with the Department of State. The Attorney General's consent, or a determination that consent is not required to be withheld, has been obtained and accompanies this filing.
The Certificate of Incorporation of The Caldwell Family Foundation was approved by the Office of the Attorney General, Charities Bureau, 28 Liberty Street, New York, New York 10005, and consent was duly granted for the filing of this Certificate of Incorporation with the Department of State of the State of New York.
Reference: AG Charities Bureau File No. 23-CF-0847
STATE OF NEW YORK DEPARTMENT OF STATE DIVISION OF CORPORATIONS, STATE RECORDS AND UNIFORM COMMERCIAL CODE
FILING ENDORSEMENT
I hereby certify that the Certificate of Incorporation of THE CALDWELL FAMILY FOUNDATION, a not-for-profit corporation formed under Section 402 of the Not-for-Profit Corporation Law of the State of New York, has been filed in the Department of State of the State of New York in accordance with the provisions of the N-PCL.
STATE OF NEW YORK DEPARTMENT OF STATE
By: ________
Division of Corporations, State Records and Uniform Commercial Code
Date: March 20, 2023
INTERNAL TRANSMITTAL NOTES — NOT PART OF FILED CERTIFICATE
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
The following information is maintained as part of the organizational document package for The Caldwell Family Foundation and does not constitute part of the Certificate of Incorporation filed with the New York Department of State.
Federal Tax Identification:
•  Employer Identification Number (EIN): 88-3021547
•  EIN Application (Form SS-4) submitted: March 2023
Tax-Exempt Status Application:
•  Form 1023 (Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code) filed with the Internal Revenue Service: May 15, 2023
•  IRS Determination Letter recognizing the Corporation as exempt under Section 501(c)(3) of the Code and classified as a private foundation under Section 509(a) received: July 14, 2023
•  Effective date of exemption: March 20, 2023 (date of incorporation)
Prepared by: Monica Reyes, Esq. Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152 (212) 555-0173 mreyes@calderwoodharkness.com
Name | Address
Jonathan R. Caldwell | 418 East 72nd Street, Apt. 14A, New York, NY 10021
Eleanor V. Caldwell | 418 East 72nd Street, Apt. 14A, New York, NY 10021
Thomas R. Caldwell | 55 Perry Street, Unit 3, New York, NY 10014
Katherine C. Hartfield | 210 Briarcliff Lane, Greenwich, CT 06830
Olivia G. Caldwell | 1240 North Dearborn Street, Apt. 807, Chicago, IL 60610
Dr. Margaret P. Elsworth | Department of Art History, Columbia University, 826 Schermerhorn Hall, 1190 Amsterdam Avenue, New York, NY 10027
DOS Filing Number: | 230320-001847
Date of Filing: | March 20, 2023
Type of Corporation: | Not-for-Profit Corporation — Type B
Jurisdiction: | State of New York
County of Office: | New York County
Filing Fee Received: | $75.00

STATE OF NEW YORK DEPARTMENT OF STATE DIVISION OF CORPORATIONS, STATE RECORDS AND UNIFORM COMMERCIAL CODE

CERTIFICATE OF INCORPORATION

THE CALDWELL FAMILY FOUNDATION

ARTICLE FIRST: NAME

ARTICLE SECOND: TYPE OF CORPORATION

ARTICLE THIRD: PURPOSES

ARTICLE FOURTH: PRIVATE FOUNDATION STATUS AND REQUIRED PROVISIONS

ARTICLE FIFTH: POWERS

ARTICLE SIXTH: OFFICE AND REGISTERED ADDRESS

ARTICLE SEVENTH: DURATION

ARTICLE EIGHTH: DIRECTORS

ARTICLE NINTH: MEMBERS

ARTICLE TENTH: INCORPORATOR

ARTICLE ELEVENTH: DISSOLUTION PROVISION

ARTICLE TWELFTH: LIMITATION ON ACTIVITIES

ARTICLE THIRTEENTH: TAX-EXEMPT PURPOSE LIMITATION

ARTICLE FOURTEENTH: AMENDMENT

ARTICLE FIFTEENTH: STATUTORY COMPLIANCE

INCORPORATOR'S EXECUTION

CONSENT OF THE ATTORNEY GENERAL OF THE STATE OF NEW YORK

FILING ENDORSEMENT

STATE OF NEW YORK DEPARTMENT OF STATE

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