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MINUTES OF THE INITIAL ORGANIZATIONAL MEETING OF THE BOARD OF DIRECTORS OF THE CALDWELL FAMILY FOUNDATION

A New York Not-for-Profit Corporation

EIN: 88-3021547 NY DOS Filing No.: 230320-001847

Date: March 20, 2023 Time: 10:00 a.m. Eastern Time Location: Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152

1. Call to Order and Attendance

The initial organizational meeting of the Board of Directors of The Caldwell Family Foundation (the "Foundation") was called to order at 10:00 a.m. Eastern Time on March 20, 2023, by Jonathan R. Caldwell, in his capacity as the sole incorporator of the Foundation. The meeting was held at the offices of Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, New York 10152. Mr. Jonathan R. Caldwell served as temporary chair of the meeting, and Mrs. Eleanor V. Caldwell served as temporary secretary of the meeting for the purpose of recording the proceedings.

The following six (6) initial directors of the Foundation were present in person or by teleconference, as indicated:

The temporary chair noted that all six (6) initial directors were present in person or participating by means of teleconference, and that a quorum of the Board of Directors was therefore established in accordance with the New York Not-for-Profit Corporation Law (the "N-PCL") and the Foundation's Certificate of Incorporation.

The following additional persons were also present at the meeting in an advisory capacity:

• Victoria Chambers, Responsible Partner, Calderwood & Harkness LLP — counsel to the Foundation;

• Monica Reyes, Lead Associate, Calderwood & Harkness LLP — counsel to the Foundation;

• Sylvia Hartwell, Specialist Partner (Tax), Calderwood & Harkness LLP — tax advisor to the Foundation.

The temporary chair confirmed that proper notice of the meeting had been waived by all directors and that each director had consented to the holding of the meeting at the time and place stated above. Having verified the presence of a quorum and the sufficiency of notice, the temporary chair declared the meeting open for the transaction of business.

2. Certificate of Incorporation

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

Mr. Caldwell noted that the Foundation is organized as a New York not-for-profit corporation under the N-PCL, and that the Certificate provides that the Foundation is organized 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" or "IRC"). The Certificate further contains all required private foundation provisions under IRC § 509(a), including but not limited to the prohibitions and limitations set forth in IRC §§ 4941 through 4945.

Victoria Chambers of Calderwood & Harkness LLP confirmed that the Certificate was prepared and filed in conformity with the requirements of the N-PCL and the Code, and that the Certificate includes the requisite language necessary for the Foundation to qualify for tax-exempt status under IRC § 501(c)(3) as a private foundation within the meaning of IRC § 509(a).

A copy of the filed Certificate of Incorporation was presented to the Board and ordered filed with the minutes of this meeting as Exhibit A.

After discussion, upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:

RESOLVED, that the filing of the Certificate of Incorporation of The Caldwell Family Foundation with the New York Department of State on March 20, 2023, under DOS Filing No. 230320-001847, is hereby ratified, approved, and confirmed in all respects.

3. Election of Directors

The incorporator presented the slate of initial directors as named in the Certificate of Incorporation. Victoria Chambers advised the Board that, pursuant to Section 703 of the N-PCL, the initial directors named in the Certificate serve as the first Board of Directors until the first annual meeting of the Foundation or until their successors are duly elected and qualified. Ms. Chambers further noted that, as a matter of governance best practice for private foundations, the inclusion of at least one independent director — a director who has no familial, financial, or other material relationship with the Caldwell family or its affiliated entities — is strongly recommended. The Board noted that Dr. Margaret P. Elsworth, Professor Emerita of Columbia University and a widely recognized philanthropic advisor, serves in this capacity as an independent director.

After discussion, upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:

RESOLVED, that the following persons are hereby elected as the initial directors of The Caldwell Family Foundation, each to serve until the first annual meeting of the Foundation or until their respective successors are duly elected and qualified:

1. Jonathan R. Caldwell

2. Eleanor V. Caldwell

3. Thomas R. Caldwell

4. Katherine C. Hartfield

5. Olivia G. Caldwell

6. Dr. Margaret P. Elsworth

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

4. Election of Officers

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

After discussion, upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:

RESOLVED, that the following persons are hereby elected as officers of The Caldwell Family Foundation, each to serve until the first annual meeting of the Foundation or until their respective successors are duly elected and qualified:

The Board noted that Olivia G. Caldwell and Dr. Margaret P. Elsworth each serve as directors without an officer title. Each officer elected acknowledged their willingness to serve in the capacity designated.

The Board further noted and confirmed that no compensation shall be paid to any family-member director or officer for service in such capacity, in strict compliance with the self-dealing prohibitions of IRC § 4941 and the regulations promulgated thereunder. With respect to Dr. Margaret P. Elsworth, the Board acknowledged that reasonable compensation for her service as an independent director may be determined separately by the Board at a subsequent meeting, consistent with applicable provisions of the Code, the N-PCL, and the Foundation's governing documents. Any such compensation shall be based on comparable market rates for independent directors serving on boards of similarly situated private foundations and shall be approved by the disinterested members of the Board.

5. Adoption of Bylaws

Victoria Chambers and Monica Reyes of Calderwood & Harkness LLP presented to the Board a draft of the Bylaws of The Caldwell Family Foundation (the "Bylaws"). Ms. Chambers provided an overview of the principal provisions contained in the Bylaws and invited questions and discussion from the directors.

The Bylaws address the following matters, among others:

(a) Purpose and Mission. The Foundation's purposes are described as the support of arts, education, and environmental conservation, with a primary geographic focus on the New York metropolitan area, and such other charitable, educational, and scientific purposes as are consistent with IRC § 501(c)(3).

(b) Board Composition. The Board shall consist of a minimum of five (5) and a maximum of nine (9) directors, with at least one (1) independent director at all times who has no familial, financial, or other material relationship to the Caldwell family or its affiliated entities.

(c) Terms and Vacancies. Directors shall serve for terms of two (2) years, with staggered terms to be implemented following the initial organizational period. Vacancies may be filled by a majority vote of the remaining directors.

(d) Meeting Procedures. The Bylaws set forth procedures for regular and special meetings, including notice requirements (not less than ten (10) days for regular meetings; not less than five (5) days for special meetings), quorum requirements (a majority of the directors then in office), and voting procedures (one vote per director; actions by majority vote except as otherwise required).

(e) Officers and Their Duties. The Bylaws describe the duties and authorities of the President, Vice President, Secretary, and Treasurer, including the authority of the President to preside over meetings and act as the chief executive of the Foundation, the duty of the Secretary to maintain the corporate records and minutes, and the duty of the Treasurer to maintain the financial books and records.

(f) Committees. The Board may establish the following standing committees: an Executive Committee, a Grant-Making Committee, and a Finance/Investment Committee. The Board may establish such additional committees as it deems appropriate. Each committee shall consist of not fewer than three (3) directors, and each committee shall act in an advisory capacity unless the Board expressly delegates decision-making authority.

(g) Fiscal Year. The fiscal year of the Foundation shall end on December 31 of each year.

(h) Amendments. The Bylaws may be amended by a vote of two-thirds (2/3) of the directors then in office at any regular or special meeting, provided that written notice of the proposed amendment has been given to each director not less than ten (10) days prior to the meeting.

(i) Indemnification. The Foundation shall indemnify its directors and officers to the fullest extent permitted under the N-PCL, as set forth in Article VII of the Bylaws.

(j) Books and Records. The Foundation shall maintain complete and accurate books and records of account, minutes of all Board and committee meetings, and copies of all filed documents, which shall be available for inspection by any director upon reasonable notice.

Following a thorough review and discussion of the proposed Bylaws, upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:

RESOLVED, that the Bylaws presented to this meeting are hereby adopted as the Bylaws of The Caldwell Family Foundation, and that a copy thereof shall be filed with the minutes of this meeting as Exhibit B.

6. Designation of Fiscal Year

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

Upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:

RESOLVED, that the fiscal year of The Caldwell Family Foundation shall end on December 31 of each year, with the first fiscal year of the Foundation commencing on the date of incorporation (March 20, 2023) and ending on December 31, 2023.

7. Employer Identification Number

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

Upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:

RESOLVED, that the officers of The Caldwell Family Foundation are hereby authorized and directed to use Employer Identification Number 88-3021547 in all filings, correspondence, and transactions on behalf of the Foundation.

8. Authorization of Bank Accounts

The Board discussed the need to establish banking and investment accounts in the name of the Foundation to receive contributions, hold assets, and make disbursements in furtherance of the Foundation's charitable purposes. Victoria Chambers advised the Board regarding the importance of establishing appropriate signature authority and internal controls for all financial accounts, consistent with the Foundation's fiduciary obligations and the self-dealing prohibitions of IRC § 4941.

Upon motion duly made, seconded, and unanimously carried, the following resolutions were adopted:

RESOLVED, that the officers of The Caldwell Family Foundation are hereby authorized and directed to open one or more bank accounts and/or investment accounts in the name of the Foundation at such financial institutions as the President and Treasurer shall determine, using Employer Identification Number 88-3021547;

FURTHER RESOLVED, that the following persons are authorized signatories on all such accounts:

1. Jonathan R. Caldwell, President

2. Eleanor V. Caldwell, Vice President

3. Katherine C. Hartfield, Treasurer

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

FURTHER RESOLVED, that the Treasurer shall maintain complete and accurate records of all receipts, disbursements, and account balances, and shall present financial reports to the Board of Directors at each regular meeting of the Board.

9. Adoption of Conflict of Interest Policy

Victoria Chambers presented to the Board a draft Conflict of Interest Policy (the "Conflict of Interest Policy") prepared by Calderwood & Harkness LLP. Ms. Chambers emphasized the critical importance of the Conflict of Interest Policy to the Foundation's compliance with the private foundation rules under the Code, particularly the self-dealing prohibitions of IRC § 4941, and to the Foundation's application for tax-exempt status under IRC § 501(c)(3).

Sylvia Hartwell, Tax Specialist Partner at Calderwood & Harkness LLP, provided a detailed overview of the self-dealing rules applicable to private foundations under IRC § 4941 and the excise taxes that may be imposed on both the Foundation and its disqualified persons in the event of a self-dealing transaction. Ms. Hartwell noted that the self-dealing rules are strict liability provisions and that even transactions that are demonstrably fair to the Foundation may be prohibited if they involve a disqualified person.

Ms. Chambers reviewed the principal provisions of the Conflict of Interest Policy, which addresses the following matters:

(a) Self-Dealing Prohibitions. The Policy restates and reinforces the self-dealing prohibitions under IRC § 4941 applicable to private foundations, including the prohibition on direct or indirect sales, exchanges, leases, loans, furnishing of goods or services, and payment of compensation between the Foundation and any disqualified person, except as specifically permitted under the Code.

(b) Definition of Disqualified Persons. The Policy defines "disqualified persons" to include all Caldwell family members, their spouses, lineal descendants, and entities in which they hold a substantial interest, including but not limited to:

• Caldwell Ridgeline Capital LLC;

• Stonecrest Realty Holdings LLC; and

• Meridian Crest Partners LLC.

(c) Disclosure Requirements. Each director and officer is required to disclose any actual or potential conflict of interest, including any transaction or relationship that could give rise to a conflict, promptly upon becoming aware of such conflict.

(d) Recusal and Abstention Procedures. Any director or officer who has an actual or potential conflict of interest with respect to a matter under consideration by the Board or any committee thereof shall recuse himself or herself from any discussion and abstain from any vote on such matter. The minutes of the meeting shall reflect the recusal and abstention.

(e) Prohibition on Personal Benefit. No disqualified person shall derive any personal benefit, directly or indirectly, from the use of Foundation assets, and no Foundation funds shall be used for any purpose that constitutes an act of self-dealing under IRC § 4941.

(f) Annual Written Disclosure and Certification. Each director and officer shall complete and submit an annual written disclosure statement and certification, in the form appended to the Policy, identifying any relationships, transactions, or interests that could give rise to a conflict of interest.

(g) Review and Enforcement. The independent director, Dr. Margaret P. Elsworth, shall have primary responsibility for reviewing disclosures and monitoring compliance with the Conflict of Interest Policy, with the assistance of the Foundation's legal counsel.

Following a thorough discussion, upon motion duly made, seconded, and unanimously carried, the following resolutions were adopted:

RESOLVED, that the Conflict of Interest Policy presented to this meeting is hereby adopted as the Conflict of Interest Policy of The Caldwell Family Foundation, and that a copy thereof shall be filed with the minutes of this meeting as Exhibit C;

FURTHER RESOLVED, that each director and officer of the Foundation shall execute the annual certification form appended to the Conflict of Interest Policy within thirty (30) days of the date of this meeting and annually thereafter on or before January 31 of each subsequent calendar year.

10. Authorization to Apply for Tax-Exempt Status (IRS Form 1023)

Sylvia Hartwell and Monica Reyes of Calderwood & Harkness LLP provided a detailed briefing to the Board regarding the requirements for obtaining recognition of tax-exempt status under IRC § 501(c)(3) and the Foundation's anticipated classification as a private foundation under IRC § 509(a). Ms. Hartwell outlined the process for filing IRS Form 1023 (Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code), including the information and documentation required, the applicable filing fee, and the anticipated timeline for IRS review and issuance of a determination letter.

Ms. Hartwell further advised the Board that, while the Foundation's tax-exempt status, if granted, will be effective retroactively to the date of incorporation (provided that the Form 1023 is filed within twenty-seven (27) months of the end of the month in which the Foundation was organized), it is in the Foundation's best interest to file the application as promptly as practicable.

Ms. Reyes noted that Calderwood & Harkness LLP will prepare and file the Form 1023 application on behalf of the Foundation, and that a target filing date of May 15, 2023, has been established. She further recommended that the President and Secretary execute IRS Form 2848 (Power of Attorney and Declaration of Representative) designating attorneys at Calderwood & Harkness LLP as the Foundation's authorized representatives before the IRS in connection with the application.

After discussion, upon motion duly made, seconded, and unanimously carried, the following resolutions were adopted:

RESOLVED, that the officers of The Caldwell Family Foundation are hereby authorized and directed to cause the preparation and filing of IRS Form 1023 (Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code) and any supplemental materials, schedules, or attachments required by the Internal Revenue Service in connection therewith;

FURTHER RESOLVED, that Calderwood & Harkness LLP, with offices at 375 Park Avenue, 42nd Floor, New York, New York 10152, is hereby engaged to prepare and file the Form 1023 application on behalf of the Foundation, with a target filing date of May 15, 2023;

FURTHER RESOLVED, that the President and Secretary of the Foundation are hereby authorized to execute IRS Form 2848 (Power of Attorney and Declaration of Representative) designating Victoria Chambers, Monica Reyes, and Sylvia Hartwell of Calderwood & Harkness LLP, and such other attorneys at Calderwood & Harkness LLP as they may designate, as the Foundation's authorized representatives before the Internal Revenue Service in connection with the Form 1023 application and all related proceedings.

The Board noted for the record that the IRS determination letter recognizing the Foundation's tax-exempt status under IRC § 501(c)(3) was subsequently received on July 14, 2023, and that such receipt will be reflected in the minutes of a subsequent Board meeting.

11. Authorization to Apply for State Registrations and Exemptions

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

Ms. Chambers recommended that the Foundation engage Strathmore Corporation & Greaves LLP, a certified public accounting firm with expertise in nonprofit compliance, to assist with state tax registrations and ongoing compliance filings.

Upon motion duly made, seconded, and unanimously carried, the following resolutions were adopted:

RESOLVED, that the officers of The Caldwell Family Foundation are hereby authorized and directed to file any and all applications, registrations, and reports necessary to register the Foundation for charitable solicitation purposes under the laws of the State of New York and any other applicable jurisdictions, and to apply for state income tax exemptions, sales tax exemptions, and any other tax exemptions to which the Foundation may be entitled;

FURTHER RESOLVED, that the officers are hereby authorized to engage Strathmore Corporation & Greaves LLP, with offices at 600 Third Avenue, 28th Floor, New York, New York 10016 (contact: Martin J. Prescott, CPA, Senior Partner), for assistance with state tax registrations, charitable solicitation registrations, and ongoing compliance filings in connection therewith.

12. Initial Contribution

Jonathan R. Caldwell and Eleanor V. Caldwell reported to the Board their intent to make an initial cash contribution of Ten Million Dollars ($10,000,000) to The Caldwell Family Foundation, with Five Million Dollars ($5,000,000) attributable to each spouse. The initial contribution is to be made pursuant to an Initial Contribution Agreement to be executed by Jonathan R. Caldwell, Eleanor V. Caldwell, and the Foundation on or about April 1, 2023.

Sylvia Hartwell reviewed the tax implications of the initial contribution, including the availability of the charitable income tax deduction under IRC § 170 for cash contributions to private foundations (subject to the applicable percentage limitations), and the importance of proper documentation of the contribution for substantiation purposes.

After discussion, upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:

RESOLVED, that the Board of Directors of The Caldwell Family Foundation hereby authorizes the Foundation to accept the initial cash contribution of Ten Million Dollars ($10,000,000) from Jonathan R. Caldwell and Eleanor V. Caldwell (Five Million Dollars ($5,000,000) attributable to each spouse), subject to the execution of the Initial Contribution Agreement and in accordance with the Foundation's Gift Acceptance Policy (to be adopted at this meeting or at a subsequent meeting of the Board).

Sylvia Hartwell then directed the Board's attention to the annual minimum distribution requirement applicable to private foundations under IRC § 4942. Ms. Hartwell explained that, under Section 4942, the Foundation is required to distribute, in the form of qualifying distributions, an amount equal to at least five percent (5%) of the aggregate fair market value of the Foundation's net investment assets for each taxable year. Based on the anticipated initial contribution of $10,000,000 in net investment assets, the Foundation's first-year distribution target will be approximately $500,000.

Ms. Hartwell noted that the Foundation's obligation to satisfy the minimum distribution requirement will begin with the first taxable year after the date of the IRS determination letter. She recommended that the Board develop a grant-making plan to ensure timely compliance with this requirement.

The Board acknowledged the Foundation's obligation to satisfy the minimum distribution requirement and directed the President and Treasurer to work with counsel and the Foundation's accountants to monitor compliance and develop appropriate grant-making budgets.

13. Adoption of Gift Acceptance Policy

Victoria Chambers presented to the Board a draft Gift Acceptance Policy (the "Gift Acceptance Policy") prepared by Calderwood & Harkness LLP. Ms. Chambers explained that the Gift Acceptance Policy is designed to provide guidance to the Board and officers regarding the acceptance of contributions to the Foundation and to ensure compliance with the self-dealing rules under IRC § 4941 and other applicable provisions of the Code.

The Gift Acceptance Policy addresses the following matters:

(a) Types of Gifts. The Foundation may accept gifts of cash and publicly traded securities without prior Board approval. Gifts of all other types of property, including but not limited to real estate, closely held securities, partnership interests, tangible personal property, and in-kind services, require prior approval of the Board or its designee.

(b) Valuation Procedures. Gifts of non-cash assets shall be valued in accordance with the applicable provisions of the Code and Treasury Regulations. Gifts of publicly traded securities shall be valued at the mean of the high and low trading prices on the date of the gift. Qualified independent appraisals shall be obtained for gifts of property exceeding $5,000 in value, as required by IRC § 170(f)(11).

(c) Donor Acknowledgment Requirements. The Foundation shall issue timely written acknowledgments to donors in compliance with IRC § 170(f)(8), and shall provide such other documentation as may be required by the Code or regulations.

(d) Restrictions on Gifts. The Foundation shall not accept any gift that would create a self-dealing transaction under IRC § 4941, that would jeopardize the Foundation's tax-exempt status, or that would impose conditions inconsistent with the Foundation's mission or governing documents.

Following discussion, upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:

RESOLVED, that the Gift Acceptance Policy presented to this meeting is hereby adopted as the Gift Acceptance Policy of The Caldwell Family Foundation, and that a copy thereof shall be filed with the minutes of this meeting as Exhibit D.

14. Adoption of Investment Policy Statement

Victoria Chambers and Sylvia Hartwell presented to the Board a draft Investment Policy Statement (the "IPS") prepared by Calderwood & Harkness LLP in consultation with Havensbrook Wealth Advisors LLC, located at 900 Third Avenue, 18th Floor, New York, New York 10022 (Managing Director: Diana R. Linden, CFP®). Ms. Chambers explained that the IPS is intended to establish a framework for the prudent management and investment of the Foundation's assets, consistent with the Foundation's fiduciary obligations, its spending requirements under IRC § 4942, and the restrictions on jeopardizing investments under IRC § 4944.

The IPS establishes the following key parameters:

(a) Investment Objectives. The Foundation's investment portfolio shall be managed with the dual objectives of (i) preserving the real (inflation-adjusted) value of the Foundation's assets over time, and (ii) generating sufficient investment returns to support the Foundation's annual spending requirements, including the minimum distribution requirement under IRC § 4942.

(b) Asset Allocation Guidelines. The IPS sets forth target asset allocation ranges for the Foundation's portfolio, including domestic and international equities, fixed income, alternative investments, and cash equivalents. The target allocation is designed to achieve an expected long-term total return sufficient to support the Foundation's spending policy while maintaining an acceptable level of risk.

(c) Spending Policy. The Foundation's spending policy targets annual qualifying distributions of at least five percent (5%) of the aggregate fair market value of the Foundation's net investment assets, consistent with the minimum distribution requirement of IRC § 4942. The Board may authorize distributions in excess of the minimum as it deems appropriate to advance the Foundation's mission.

(d) Jeopardizing Investment Restrictions. Consistent with IRC § 4944, the Foundation shall not make any investment that would jeopardize the carrying out of the Foundation's exempt purposes. The IPS identifies categories of investments that are generally considered jeopardizing (e.g., speculative futures and options, commodities trading, and highly leveraged investments) and establishes procedures for the Board and investment manager to evaluate potential investments.

(e) Social and Mission-Aligned Investment Considerations. The IPS provides that the Foundation's investment portfolio may incorporate environmental, social, and governance ("ESG") considerations and mission-related investment strategies, to the extent consistent with the Foundation's fiduciary obligations and investment objectives.

Following discussion, upon motion duly made, seconded, and unanimously carried, the following resolutions were adopted:

RESOLVED, that the Investment Policy Statement presented to this meeting is hereby adopted as the Investment Policy Statement of The Caldwell Family Foundation, and that a copy thereof shall be filed with the minutes of this meeting as Exhibit E;

FURTHER RESOLVED, that Havensbrook Wealth Advisors LLC, with offices at 900 Third Avenue, 18th Floor, New York, New York 10022, is hereby engaged to serve as investment manager for the Foundation's assets, subject to the terms of a separate investment management agreement to be negotiated and executed by the President on behalf of the Foundation, with the advice and concurrence of the Finance/Investment Committee and counsel.

15. Mission Statement and Grant-Making Focus Areas

The Board discussed and affirmed the Foundation's mission statement and initial grant-making focus areas. Jonathan R. Caldwell led a discussion regarding the founding vision for the Foundation, emphasizing the Caldwell family's longstanding commitment to the arts, educational opportunity, and environmental stewardship in the New York metropolitan area. Eleanor V. Caldwell and Dr. Margaret P. Elsworth contributed their perspectives on the importance of establishing clear and measurable grant-making priorities from the outset.

After a thorough discussion, upon motion duly made, seconded, and unanimously carried, the following resolutions were adopted:

RESOLVED, that the mission of The Caldwell Family Foundation is the support of the arts, education, and environmental conservation, with a primary focus on organizations operating in the New York metropolitan area;

FURTHER RESOLVED, that the Foundation's initial grant-making priorities are hereby established as follows:

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

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

3. Environmental Conservation and Sustainability Initiatives — including land conservation, urban green space development, environmental education, and climate resilience programs;

FURTHER RESOLVED, that a comprehensive Grant-Making Policy and Procedures Manual shall be developed and presented to the Board for adoption at a subsequent meeting, in consultation with Calderwood & Harkness LLP, to ensure full compliance with the taxable expenditure rules of IRC § 4945, including the expenditure responsibility requirements applicable to grants made to organizations that are not public charities described in IRC §§ 509(a)(1), (2), or (3).

16. Engagement of Legal Counsel

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

Upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:

RESOLVED, that Calderwood & Harkness LLP, with offices at 375 Park Avenue, 42nd Floor, New York, New York 10152, is hereby engaged as legal counsel to The Caldwell Family Foundation for matters related to the Foundation's formation, application for tax-exempt status, corporate governance, grant-making compliance, and ongoing regulatory compliance, with the following attorneys designated as primary counsel:

• Victoria Chambers — Responsible Partner

• Monica Reyes — Lead Associate

• Sylvia Hartwell — Tax Specialist Partner

The engagement shall be governed by the terms of an engagement letter to be executed by the President on behalf of the Foundation. The Calderwood & Harkness LLP matter number for this engagement is 1034-00004.

17. Engagement of Accountants and Tax Advisors

The Board discussed the engagement of an accounting firm to serve as the Foundation's accountants and tax advisors. Victoria Chambers recommended Strathmore Corporation & Greaves LLP, noting its extensive experience with private foundation tax compliance and reporting.

Upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:

RESOLVED, that Strathmore Corporation & Greaves LLP, with offices at 600 Third Avenue, 28th Floor, New York, New York 10016 (Senior Partner: Martin J. Prescott, CPA), is hereby engaged as the Foundation's accountants and tax advisors, with responsibility for the following matters:

(a) Preparation and filing of the Foundation's annual IRS Form 990-PF (Return of Private Foundation or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation);

(b) Monitoring the Foundation's compliance with the excise tax provisions applicable to private foundations under IRC §§ 4940 through 4946, including the excise tax on net investment income (IRC § 4940), the self-dealing rules (IRC § 4941), the minimum distribution requirements (IRC § 4942), the excess business holdings rules (IRC § 4943), the jeopardizing investments rules (IRC § 4944), and the taxable expenditure rules (IRC § 4945);

(d) Preparation and filing of state tax returns and reports as required by the laws of the State of New York and any other applicable jurisdictions; and

(e) Providing such other accounting and tax advisory services as the Board or officers may request from time to time.

18. Registered Office and Registered Agent

The Board discussed the designation of the Foundation's registered office and principal business address. Upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:

RESOLVED, that the registered office and principal business address of The Caldwell Family Foundation is hereby established at 330 Madison Avenue, Suite 2401, New York, New York 10017, and that the Foundation may designate an additional registered agent in the State of New York as may be required by the N-PCL or as the Board may determine from time to time.

19. Books, Records, and Corporate Seal

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

Upon motion duly made, seconded, and unanimously carried, the following resolutions were adopted:

RESOLVED, that the Secretary of The Caldwell Family Foundation shall maintain the corporate books and records of the Foundation at the Foundation's principal business address or at such other location as the Board may designate, including but not limited to:

(a) Minutes of all meetings of the Board of Directors and of any committees thereof;

(b) Financial records, including records of all receipts, disbursements, assets, and liabilities;

(d) Copies of all documents filed with federal, state, and local governmental authorities, including the Certificate of Incorporation, Bylaws, IRS Form 1023 and determination letter, annual Forms 990-PF, and state registrations; and

(e) Such other records as may be required by law or as the Board may direct from time to time;

FURTHER RESOLVED, that the Foundation shall adopt a corporate seal in such form as the President shall approve, bearing the name "The Caldwell Family Foundation" and the year of incorporation (2023), and that the Secretary shall be the custodian of the corporate seal.

20. Indemnification of Directors and Officers

Victoria Chambers advised the Board regarding the indemnification provisions available under the N-PCL, and recommended that the Board adopt a resolution confirming the Foundation's commitment to indemnify its directors and officers to the fullest extent permitted by law. Ms. Chambers further recommended that the officers investigate the procurement of directors and officers liability insurance ("D&O Insurance") to provide additional protection.

Upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:

RESOLVED, that The Caldwell Family Foundation shall indemnify each of its directors and officers, and each person who serves or has served at the request of the Foundation as a director, officer, or representative of another entity, to the fullest extent permitted under Section 721 through Section 726 of the New York Not-for-Profit Corporation Law, as amended from time to time, against all expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, arising out of or relating to such person's service in such capacity; and that the officers of the Foundation are hereby authorized to procure directors and officers liability insurance in such amounts and upon such terms as the Board deems appropriate, and to take all steps necessary to effectuate such insurance coverage.

21. General Authority

The Board recognized that the foregoing resolutions may require the execution of various documents and the taking of various actions not specifically enumerated in the resolutions adopted above. Accordingly, upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:

RESOLVED, that the President, Vice President, Secretary, and Treasurer of The Caldwell Family Foundation, acting individually or together, are hereby authorized and empowered to take any and all actions and to execute, deliver, and file any and all certificates, instruments, agreements, documents, and filings as may be necessary or appropriate to carry out the intent and purposes of the foregoing resolutions and to effectuate the purposes of the Foundation, including but not limited to:

(a) Opening and maintaining bank accounts and investment accounts in the name of the Foundation;

(b) Filing applications, registrations, and reports with federal, state, and local governmental authorities;

(d) Executing the Initial Contribution Agreement with Jonathan R. Caldwell and Eleanor V. Caldwell;

(e) Retaining such advisors, consultants, and service providers as may be necessary or appropriate for the conduct of the Foundation's business and the fulfillment of its charitable purposes; and

(f) Taking such other actions as any such officer, in his or her judgment, shall deem necessary or desirable to carry out the purposes and intent of the foregoing resolutions, the execution of any such document or the taking of any such action to be conclusive evidence of such officer's authority.

22. Schedule of Regular Board Meetings

The Board discussed the scheduling of regular meetings. Jonathan R. Caldwell recommended that the Board meet quarterly in order to maintain active oversight of the Foundation's operations, grant-making activities, and financial condition.

Upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:

RESOLVED, that regular meetings of the Board of Directors of The Caldwell Family Foundation shall be held quarterly, at such times and places as the President shall designate, with not less than ten (10) days' written notice to each director. The next regular meeting of the Board is scheduled for June 2023, with the exact date, time, and location to be determined by the President and communicated to the directors in accordance with the notice provisions of the Bylaws.

23. Adjournment

There being no further business to come before the meeting, upon motion duly made by Eleanor V. Caldwell, seconded by Thomas R. Caldwell, and unanimously carried by all directors present, the meeting was adjourned at 12:15 p.m. Eastern Time.

The foregoing minutes were prepared by Eleanor V. Caldwell, acting as temporary secretary for the organizational meeting, and have been reviewed and approved for filing by the Secretary.

APPROVED AND CERTIFIED:

By: ________

Name: Thomas R. Caldwell

Title: Secretary, The Caldwell Family Foundation

Date: March 20, 2023

EXHIBITS

The following exhibits are attached hereto and incorporated herein by reference as part of the minutes of the initial organizational meeting of the Board of Directors of The Caldwell Family Foundation:

SECRETARY'S CERTIFICATION

I, Thomas R. Caldwell, hereby certify that I am the duly elected and acting Secretary of The Caldwell Family Foundation, a New York not-for-profit corporation (EIN: 88-3021547; NY DOS Filing No.: 230320-001847), and that the foregoing constitutes a true, correct, and complete record of the proceedings of the initial organizational meeting of the Board of Directors of The Caldwell Family Foundation, duly held on March 20, 2023, at the offices of Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, New York 10152.

I further certify that a quorum of the Board of Directors was present throughout the meeting, that all resolutions set forth in the foregoing minutes were duly adopted by the unanimous vote of all directors present or participating by teleconference, and that the exhibits referenced therein are on file in the corporate records of the Foundation.

IN WITNESS WHEREOF, I have executed this certification as of the date set forth below.

MINUTES OF THE INITIAL ORGANIZATIONAL MEETING OF THE BOARD OF DIRECTORS OF THE CALDWELL FAMILY FOUNDATION
A New York Not-for-Profit Corporation
EIN: 88-3021547 NY DOS Filing No.: 230320-001847
Date: March 20, 2023 Time: 10:00 a.m. Eastern Time Location: Calderwood & Harkness LLP 375 Park Avenue, 42nd Floor New York, New York 10152
1. Call to Order and Attendance
The initial organizational meeting of the Board of Directors of The Caldwell Family Foundation (the "Foundation") was called to order at 10:00 a.m. Eastern Time on March 20, 2023, by Jonathan R. Caldwell, in his capacity as the sole incorporator of the Foundation. The meeting was held at the offices of Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, New York 10152. Mr. Jonathan R. Caldwell served as temporary chair of the meeting, and Mrs. Eleanor V. Caldwell served as temporary secretary of the meeting for the purpose of recording the proceedings.
The following six (6) initial directors of the Foundation were present in person or by teleconference, as indicated:
The temporary chair noted that all six (6) initial directors were present in person or participating by means of teleconference, and that a quorum of the Board of Directors was therefore established in accordance with the New York Not-for-Profit Corporation Law (the "N-PCL") and the Foundation's Certificate of Incorporation.
The following additional persons were also present at the meeting in an advisory capacity:
•  Victoria Chambers, Responsible Partner, Calderwood & Harkness LLP — counsel to the Foundation;
•  Monica Reyes, Lead Associate, Calderwood & Harkness LLP — counsel to the Foundation;
•  Sylvia Hartwell, Specialist Partner (Tax), Calderwood & Harkness LLP — tax advisor to the Foundation.
The temporary chair confirmed that proper notice of the meeting had been waived by all directors and that each director had consented to the holding of the meeting at the time and place stated above. Having verified the presence of a quorum and the sufficiency of notice, the temporary chair declared the meeting open for the transaction of business.
2. Certificate of Incorporation
Jonathan R. Caldwell, in his capacity as the sole incorporator of the Foundation, reported to the Board that the Certificate of Incorporation of The Caldwell Family Foundation (the "Certificate") was duly filed with the New York Department of State on March 20, 2023, under DOS Filing No. 230320-001847. Mr. Caldwell presented a copy of the filed Certificate, bearing the filing receipt and endorsement stamp of the Department of State, to the directors for their review.
Mr. Caldwell noted that the Foundation is organized as a New York not-for-profit corporation under the N-PCL, and that the Certificate provides that the Foundation is organized 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" or "IRC"). The Certificate further contains all required private foundation provisions under IRC § 509(a), including but not limited to the prohibitions and limitations set forth in IRC §§ 4941 through 4945.
Victoria Chambers of Calderwood & Harkness LLP confirmed that the Certificate was prepared and filed in conformity with the requirements of the N-PCL and the Code, and that the Certificate includes the requisite language necessary for the Foundation to qualify for tax-exempt status under IRC § 501(c)(3) as a private foundation within the meaning of IRC § 509(a).
A copy of the filed Certificate of Incorporation was presented to the Board and ordered filed with the minutes of this meeting as Exhibit A.
After discussion, upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:
RESOLVED, that the filing of the Certificate of Incorporation of The Caldwell Family Foundation with the New York Department of State on March 20, 2023, under DOS Filing No. 230320-001847, is hereby ratified, approved, and confirmed in all respects.
3. Election of Directors
The incorporator presented the slate of initial directors as named in the Certificate of Incorporation. Victoria Chambers advised the Board that, pursuant to Section 703 of the N-PCL, the initial directors named in the Certificate serve as the first Board of Directors until the first annual meeting of the Foundation or until their successors are duly elected and qualified. Ms. Chambers further noted that, as a matter of governance best practice for private foundations, the inclusion of at least one independent director — a director who has no familial, financial, or other material relationship with the Caldwell family or its affiliated entities — is strongly recommended. The Board noted that Dr. Margaret P. Elsworth, Professor Emerita of Columbia University and a widely recognized philanthropic advisor, serves in this capacity as an independent director.
After discussion, upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:
RESOLVED, that the following persons are hereby elected as the initial directors of The Caldwell Family Foundation, each to serve until the first annual meeting of the Foundation or until their respective successors are duly elected and qualified:
1.  Jonathan R. Caldwell
2.  Eleanor V. Caldwell
3.  Thomas R. Caldwell
4.  Katherine C. Hartfield
5.  Olivia G. Caldwell
6.  Dr. Margaret P. Elsworth
The Board noted for the record that Dr. Margaret P. Elsworth serves as an independent director with no familial or financial relationship to the Caldwell family, and that her inclusion on the Board is consistent with the Foundation's commitment to robust governance practices for private foundations.
4. Election of Officers
The temporary chair presented a slate of officers for the Foundation. Victoria Chambers advised the Board that, pursuant to the N-PCL and the Foundation's Bylaws (as proposed for adoption), the Foundation shall have the following officers: President, Vice President, Secretary, and Treasurer. Ms. Chambers noted that directors may hold officer positions concurrently, subject to any restrictions set forth in the Bylaws or applicable law.
After discussion, upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:
RESOLVED, that the following persons are hereby elected as officers of The Caldwell Family Foundation, each to serve until the first annual meeting of the Foundation or until their respective successors are duly elected and qualified:
The Board noted that Olivia G. Caldwell and Dr. Margaret P. Elsworth each serve as directors without an officer title. Each officer elected acknowledged their willingness to serve in the capacity designated.
The Board further noted and confirmed that no compensation shall be paid to any family-member director or officer for service in such capacity, in strict compliance with the self-dealing prohibitions of IRC § 4941 and the regulations promulgated thereunder. With respect to Dr. Margaret P. Elsworth, the Board acknowledged that reasonable compensation for her service as an independent director may be determined separately by the Board at a subsequent meeting, consistent with applicable provisions of the Code, the N-PCL, and the Foundation's governing documents. Any such compensation shall be based on comparable market rates for independent directors serving on boards of similarly situated private foundations and shall be approved by the disinterested members of the Board.
5. Adoption of Bylaws
Victoria Chambers and Monica Reyes of Calderwood & Harkness LLP presented to the Board a draft of the Bylaws of The Caldwell Family Foundation (the "Bylaws"). Ms. Chambers provided an overview of the principal provisions contained in the Bylaws and invited questions and discussion from the directors.
The Bylaws address the following matters, among others:
(a) Purpose and Mission. The Foundation's purposes are described as the support of arts, education, and environmental conservation, with a primary geographic focus on the New York metropolitan area, and such other charitable, educational, and scientific purposes as are consistent with IRC § 501(c)(3).
(b) Board Composition. The Board shall consist of a minimum of five (5) and a maximum of nine (9) directors, with at least one (1) independent director at all times who has no familial, financial, or other material relationship to the Caldwell family or its affiliated entities.
(c) Terms and Vacancies. Directors shall serve for terms of two (2) years, with staggered terms to be implemented following the initial organizational period. Vacancies may be filled by a majority vote of the remaining directors.
(d) Meeting Procedures. The Bylaws set forth procedures for regular and special meetings, including notice requirements (not less than ten (10) days for regular meetings; not less than five (5) days for special meetings), quorum requirements (a majority of the directors then in office), and voting procedures (one vote per director; actions by majority vote except as otherwise required).
(e) Officers and Their Duties. The Bylaws describe the duties and authorities of the President, Vice President, Secretary, and Treasurer, including the authority of the President to preside over meetings and act as the chief executive of the Foundation, the duty of the Secretary to maintain the corporate records and minutes, and the duty of the Treasurer to maintain the financial books and records.
(f) Committees. The Board may establish the following standing committees: an Executive Committee, a Grant-Making Committee, and a Finance/Investment Committee. The Board may establish such additional committees as it deems appropriate. Each committee shall consist of not fewer than three (3) directors, and each committee shall act in an advisory capacity unless the Board expressly delegates decision-making authority.
(g) Fiscal Year. The fiscal year of the Foundation shall end on December 31 of each year.
(h) Amendments. The Bylaws may be amended by a vote of two-thirds (2/3) of the directors then in office at any regular or special meeting, provided that written notice of the proposed amendment has been given to each director not less than ten (10) days prior to the meeting.
(i) Indemnification. The Foundation shall indemnify its directors and officers to the fullest extent permitted under the N-PCL, as set forth in Article VII of the Bylaws.
(j) Books and Records. The Foundation shall maintain complete and accurate books and records of account, minutes of all Board and committee meetings, and copies of all filed documents, which shall be available for inspection by any director upon reasonable notice.
Following a thorough review and discussion of the proposed Bylaws, upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:
RESOLVED, that the Bylaws presented to this meeting are hereby adopted as the Bylaws of The Caldwell Family Foundation, and that a copy thereof shall be filed with the minutes of this meeting as Exhibit B.
6. Designation of Fiscal Year
The Board discussed the designation of the Foundation's fiscal year. Victoria Chambers recommended that the Foundation adopt a calendar-year fiscal year ending on December 31 of each year, which is consistent with the reporting requirements applicable to private foundations under the Code and will facilitate coordination with the tax reporting obligations of the Foundation's donors.
Upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:
RESOLVED, that the fiscal year of The Caldwell Family Foundation shall end on December 31 of each year, with the first fiscal year of the Foundation commencing on the date of incorporation (March 20, 2023) and ending on December 31, 2023.
7. Employer Identification Number
Victoria Chambers reported that an application for an Employer Identification Number ("EIN") was filed with the Internal Revenue Service on behalf of the Foundation, and that the IRS assigned EIN 88-3021547 to The Caldwell Family Foundation. Ms. Chambers advised the Board that the EIN is required for all federal and state tax filings, banking transactions, and other official business of the Foundation.
Upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:
RESOLVED, that the officers of The Caldwell Family Foundation are hereby authorized and directed to use Employer Identification Number 88-3021547 in all filings, correspondence, and transactions on behalf of the Foundation.
8. Authorization of Bank Accounts
The Board discussed the need to establish banking and investment accounts in the name of the Foundation to receive contributions, hold assets, and make disbursements in furtherance of the Foundation's charitable purposes. Victoria Chambers advised the Board regarding the importance of establishing appropriate signature authority and internal controls for all financial accounts, consistent with the Foundation's fiduciary obligations and the self-dealing prohibitions of IRC § 4941.
Upon motion duly made, seconded, and unanimously carried, the following resolutions were adopted:
RESOLVED, that the officers of The Caldwell Family Foundation are hereby authorized and directed to open one or more bank accounts and/or investment accounts in the name of the Foundation at such financial institutions as the President and Treasurer shall determine, using Employer Identification Number 88-3021547;
FURTHER RESOLVED, that the following persons are authorized signatories on all such accounts:
1.  Jonathan R. Caldwell, President
2.  Eleanor V. Caldwell, Vice President
3.  Katherine C. Hartfield, Treasurer
FURTHER RESOLVED, that any single authorized signatory may sign checks or authorize electronic transfers or other disbursements of up to Twenty-Five Thousand Dollars ($25,000) per transaction; provided, however, that any check, transfer, or disbursement in excess of Twenty-Five Thousand Dollars ($25,000) shall require the signatures or authorizations of two (2) authorized signatories;
FURTHER RESOLVED, that the Treasurer shall maintain complete and accurate records of all receipts, disbursements, and account balances, and shall present financial reports to the Board of Directors at each regular meeting of the Board.
9. Adoption of Conflict of Interest Policy
Victoria Chambers presented to the Board a draft Conflict of Interest Policy (the "Conflict of Interest Policy") prepared by Calderwood & Harkness LLP. Ms. Chambers emphasized the critical importance of the Conflict of Interest Policy to the Foundation's compliance with the private foundation rules under the Code, particularly the self-dealing prohibitions of IRC § 4941, and to the Foundation's application for tax-exempt status under IRC § 501(c)(3).
Sylvia Hartwell, Tax Specialist Partner at Calderwood & Harkness LLP, provided a detailed overview of the self-dealing rules applicable to private foundations under IRC § 4941 and the excise taxes that may be imposed on both the Foundation and its disqualified persons in the event of a self-dealing transaction. Ms. Hartwell noted that the self-dealing rules are strict liability provisions and that even transactions that are demonstrably fair to the Foundation may be prohibited if they involve a disqualified person.
Ms. Chambers reviewed the principal provisions of the Conflict of Interest Policy, which addresses the following matters:
(a) Self-Dealing Prohibitions. The Policy restates and reinforces the self-dealing prohibitions under IRC § 4941 applicable to private foundations, including the prohibition on direct or indirect sales, exchanges, leases, loans, furnishing of goods or services, and payment of compensation between the Foundation and any disqualified person, except as specifically permitted under the Code.
(b) Definition of Disqualified Persons. The Policy defines "disqualified persons" to include all Caldwell family members, their spouses, lineal descendants, and entities in which they hold a substantial interest, including but not limited to:
•  Caldwell Ridgeline Capital LLC;
•  Stonecrest Realty Holdings LLC; and
•  Meridian Crest Partners LLC.
(c) Disclosure Requirements. Each director and officer is required to disclose any actual or potential conflict of interest, including any transaction or relationship that could give rise to a conflict, promptly upon becoming aware of such conflict.
(d) Recusal and Abstention Procedures. Any director or officer who has an actual or potential conflict of interest with respect to a matter under consideration by the Board or any committee thereof shall recuse himself or herself from any discussion and abstain from any vote on such matter. The minutes of the meeting shall reflect the recusal and abstention.
(e) Prohibition on Personal Benefit. No disqualified person shall derive any personal benefit, directly or indirectly, from the use of Foundation assets, and no Foundation funds shall be used for any purpose that constitutes an act of self-dealing under IRC § 4941.
(f) Annual Written Disclosure and Certification. Each director and officer shall complete and submit an annual written disclosure statement and certification, in the form appended to the Policy, identifying any relationships, transactions, or interests that could give rise to a conflict of interest.
(g) Review and Enforcement. The independent director, Dr. Margaret P. Elsworth, shall have primary responsibility for reviewing disclosures and monitoring compliance with the Conflict of Interest Policy, with the assistance of the Foundation's legal counsel.
Following a thorough discussion, upon motion duly made, seconded, and unanimously carried, the following resolutions were adopted:
RESOLVED, that the Conflict of Interest Policy presented to this meeting is hereby adopted as the Conflict of Interest Policy of The Caldwell Family Foundation, and that a copy thereof shall be filed with the minutes of this meeting as Exhibit C;
FURTHER RESOLVED, that each director and officer of the Foundation shall execute the annual certification form appended to the Conflict of Interest Policy within thirty (30) days of the date of this meeting and annually thereafter on or before January 31 of each subsequent calendar year.
10. Authorization to Apply for Tax-Exempt Status (IRS Form 1023)
Sylvia Hartwell and Monica Reyes of Calderwood & Harkness LLP provided a detailed briefing to the Board regarding the requirements for obtaining recognition of tax-exempt status under IRC § 501(c)(3) and the Foundation's anticipated classification as a private foundation under IRC § 509(a). Ms. Hartwell outlined the process for filing IRS Form 1023 (Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code), including the information and documentation required, the applicable filing fee, and the anticipated timeline for IRS review and issuance of a determination letter.
Ms. Hartwell further advised the Board that, while the Foundation's tax-exempt status, if granted, will be effective retroactively to the date of incorporation (provided that the Form 1023 is filed within twenty-seven (27) months of the end of the month in which the Foundation was organized), it is in the Foundation's best interest to file the application as promptly as practicable.
Ms. Reyes noted that Calderwood & Harkness LLP will prepare and file the Form 1023 application on behalf of the Foundation, and that a target filing date of May 15, 2023, has been established. She further recommended that the President and Secretary execute IRS Form 2848 (Power of Attorney and Declaration of Representative) designating attorneys at Calderwood & Harkness LLP as the Foundation's authorized representatives before the IRS in connection with the application.
After discussion, upon motion duly made, seconded, and unanimously carried, the following resolutions were adopted:
RESOLVED, that the officers of The Caldwell Family Foundation are hereby authorized and directed to cause the preparation and filing of IRS Form 1023 (Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code) and any supplemental materials, schedules, or attachments required by the Internal Revenue Service in connection therewith;
FURTHER RESOLVED, that Calderwood & Harkness LLP, with offices at 375 Park Avenue, 42nd Floor, New York, New York 10152, is hereby engaged to prepare and file the Form 1023 application on behalf of the Foundation, with a target filing date of May 15, 2023;
FURTHER RESOLVED, that the President and Secretary of the Foundation are hereby authorized to execute IRS Form 2848 (Power of Attorney and Declaration of Representative) designating Victoria Chambers, Monica Reyes, and Sylvia Hartwell of Calderwood & Harkness LLP, and such other attorneys at Calderwood & Harkness LLP as they may designate, as the Foundation's authorized representatives before the Internal Revenue Service in connection with the Form 1023 application and all related proceedings.
The Board noted for the record that the IRS determination letter recognizing the Foundation's tax-exempt status under IRC § 501(c)(3) was subsequently received on July 14, 2023, and that such receipt will be reflected in the minutes of a subsequent Board meeting.
11. Authorization to Apply for State Registrations and Exemptions
Victoria Chambers advised the Board that the Foundation may be required to register for charitable solicitation purposes under the laws of the State of New York and any other jurisdictions in which the Foundation conducts charitable activities or solicits contributions. Additionally, the Foundation should apply for applicable state income tax and sales tax exemptions.
Ms. Chambers recommended that the Foundation engage Strathmore Corporation & Greaves LLP, a certified public accounting firm with expertise in nonprofit compliance, to assist with state tax registrations and ongoing compliance filings.
Upon motion duly made, seconded, and unanimously carried, the following resolutions were adopted:
RESOLVED, that the officers of The Caldwell Family Foundation are hereby authorized and directed to file any and all applications, registrations, and reports necessary to register the Foundation for charitable solicitation purposes under the laws of the State of New York and any other applicable jurisdictions, and to apply for state income tax exemptions, sales tax exemptions, and any other tax exemptions to which the Foundation may be entitled;
FURTHER RESOLVED, that the officers are hereby authorized to engage Strathmore Corporation & Greaves LLP, with offices at 600 Third Avenue, 28th Floor, New York, New York 10016 (contact: Martin J. Prescott, CPA, Senior Partner), for assistance with state tax registrations, charitable solicitation registrations, and ongoing compliance filings in connection therewith.
12. Initial Contribution
Jonathan R. Caldwell and Eleanor V. Caldwell reported to the Board their intent to make an initial cash contribution of Ten Million Dollars ($10,000,000) to The Caldwell Family Foundation, with Five Million Dollars ($5,000,000) attributable to each spouse. The initial contribution is to be made pursuant to an Initial Contribution Agreement to be executed by Jonathan R. Caldwell, Eleanor V. Caldwell, and the Foundation on or about April 1, 2023.
Sylvia Hartwell reviewed the tax implications of the initial contribution, including the availability of the charitable income tax deduction under IRC § 170 for cash contributions to private foundations (subject to the applicable percentage limitations), and the importance of proper documentation of the contribution for substantiation purposes.
After discussion, upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:
RESOLVED, that the Board of Directors of The Caldwell Family Foundation hereby authorizes the Foundation to accept the initial cash contribution of Ten Million Dollars ($10,000,000) from Jonathan R. Caldwell and Eleanor V. Caldwell (Five Million Dollars ($5,000,000) attributable to each spouse), subject to the execution of the Initial Contribution Agreement and in accordance with the Foundation's Gift Acceptance Policy (to be adopted at this meeting or at a subsequent meeting of the Board).
Sylvia Hartwell then directed the Board's attention to the annual minimum distribution requirement applicable to private foundations under IRC § 4942. Ms. Hartwell explained that, under Section 4942, the Foundation is required to distribute, in the form of qualifying distributions, an amount equal to at least five percent (5%) of the aggregate fair market value of the Foundation's net investment assets for each taxable year. Based on the anticipated initial contribution of $10,000,000 in net investment assets, the Foundation's first-year distribution target will be approximately $500,000.
Ms. Hartwell noted that the Foundation's obligation to satisfy the minimum distribution requirement will begin with the first taxable year after the date of the IRS determination letter. She recommended that the Board develop a grant-making plan to ensure timely compliance with this requirement.
The Board acknowledged the Foundation's obligation to satisfy the minimum distribution requirement and directed the President and Treasurer to work with counsel and the Foundation's accountants to monitor compliance and develop appropriate grant-making budgets.
13. Adoption of Gift Acceptance Policy
Victoria Chambers presented to the Board a draft Gift Acceptance Policy (the "Gift Acceptance Policy") prepared by Calderwood & Harkness LLP. Ms. Chambers explained that the Gift Acceptance Policy is designed to provide guidance to the Board and officers regarding the acceptance of contributions to the Foundation and to ensure compliance with the self-dealing rules under IRC § 4941 and other applicable provisions of the Code.
The Gift Acceptance Policy addresses the following matters:
(a) Types of Gifts. The Foundation may accept gifts of cash and publicly traded securities without prior Board approval. Gifts of all other types of property, including but not limited to real estate, closely held securities, partnership interests, tangible personal property, and in-kind services, require prior approval of the Board or its designee.
(b) Valuation Procedures. Gifts of non-cash assets shall be valued in accordance with the applicable provisions of the Code and Treasury Regulations. Gifts of publicly traded securities shall be valued at the mean of the high and low trading prices on the date of the gift. Qualified independent appraisals shall be obtained for gifts of property exceeding $5,000 in value, as required by IRC § 170(f)(11).
(c) Donor Acknowledgment Requirements. The Foundation shall issue timely written acknowledgments to donors in compliance with IRC § 170(f)(8), and shall provide such other documentation as may be required by the Code or regulations.
(d) Restrictions on Gifts. The Foundation shall not accept any gift that would create a self-dealing transaction under IRC § 4941, that would jeopardize the Foundation's tax-exempt status, or that would impose conditions inconsistent with the Foundation's mission or governing documents.
Following discussion, upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:
RESOLVED, that the Gift Acceptance Policy presented to this meeting is hereby adopted as the Gift Acceptance Policy of The Caldwell Family Foundation, and that a copy thereof shall be filed with the minutes of this meeting as Exhibit D.
14. Adoption of Investment Policy Statement
Victoria Chambers and Sylvia Hartwell presented to the Board a draft Investment Policy Statement (the "IPS") prepared by Calderwood & Harkness LLP in consultation with Havensbrook Wealth Advisors LLC, located at 900 Third Avenue, 18th Floor, New York, New York 10022 (Managing Director: Diana R. Linden, CFP®). Ms. Chambers explained that the IPS is intended to establish a framework for the prudent management and investment of the Foundation's assets, consistent with the Foundation's fiduciary obligations, its spending requirements under IRC § 4942, and the restrictions on jeopardizing investments under IRC § 4944.
The IPS establishes the following key parameters:
(a) Investment Objectives. The Foundation's investment portfolio shall be managed with the dual objectives of (i) preserving the real (inflation-adjusted) value of the Foundation's assets over time, and (ii) generating sufficient investment returns to support the Foundation's annual spending requirements, including the minimum distribution requirement under IRC § 4942.
(b) Asset Allocation Guidelines. The IPS sets forth target asset allocation ranges for the Foundation's portfolio, including domestic and international equities, fixed income, alternative investments, and cash equivalents. The target allocation is designed to achieve an expected long-term total return sufficient to support the Foundation's spending policy while maintaining an acceptable level of risk.
(c) Spending Policy. The Foundation's spending policy targets annual qualifying distributions of at least five percent (5%) of the aggregate fair market value of the Foundation's net investment assets, consistent with the minimum distribution requirement of IRC § 4942. The Board may authorize distributions in excess of the minimum as it deems appropriate to advance the Foundation's mission.
(d) Jeopardizing Investment Restrictions. Consistent with IRC § 4944, the Foundation shall not make any investment that would jeopardize the carrying out of the Foundation's exempt purposes. The IPS identifies categories of investments that are generally considered jeopardizing (e.g., speculative futures and options, commodities trading, and highly leveraged investments) and establishes procedures for the Board and investment manager to evaluate potential investments.
(e) Social and Mission-Aligned Investment Considerations. The IPS provides that the Foundation's investment portfolio may incorporate environmental, social, and governance ("ESG") considerations and mission-related investment strategies, to the extent consistent with the Foundation's fiduciary obligations and investment objectives.
Following discussion, upon motion duly made, seconded, and unanimously carried, the following resolutions were adopted:
RESOLVED, that the Investment Policy Statement presented to this meeting is hereby adopted as the Investment Policy Statement of The Caldwell Family Foundation, and that a copy thereof shall be filed with the minutes of this meeting as Exhibit E;
FURTHER RESOLVED, that Havensbrook Wealth Advisors LLC, with offices at 900 Third Avenue, 18th Floor, New York, New York 10022, is hereby engaged to serve as investment manager for the Foundation's assets, subject to the terms of a separate investment management agreement to be negotiated and executed by the President on behalf of the Foundation, with the advice and concurrence of the Finance/Investment Committee and counsel.
15. Mission Statement and Grant-Making Focus Areas
The Board discussed and affirmed the Foundation's mission statement and initial grant-making focus areas. Jonathan R. Caldwell led a discussion regarding the founding vision for the Foundation, emphasizing the Caldwell family's longstanding commitment to the arts, educational opportunity, and environmental stewardship in the New York metropolitan area. Eleanor V. Caldwell and Dr. Margaret P. Elsworth contributed their perspectives on the importance of establishing clear and measurable grant-making priorities from the outset.
After a thorough discussion, upon motion duly made, seconded, and unanimously carried, the following resolutions were adopted:
RESOLVED, that the mission of The Caldwell Family Foundation is the support of the arts, education, and environmental conservation, with a primary focus on organizations operating in the New York metropolitan area;
FURTHER RESOLVED, that the Foundation's initial grant-making priorities are hereby established as follows:
1.  Arts and Cultural Organizations — including museums, performing arts organizations, and community-based arts programs;
2.  Educational Institutions and Scholarship Programs — including primary, secondary, and post-secondary educational institutions and organizations that provide scholarships, fellowships, and other forms of educational support; and
3.  Environmental Conservation and Sustainability Initiatives — including land conservation, urban green space development, environmental education, and climate resilience programs;
FURTHER RESOLVED, that a comprehensive Grant-Making Policy and Procedures Manual shall be developed and presented to the Board for adoption at a subsequent meeting, in consultation with Calderwood & Harkness LLP, to ensure full compliance with the taxable expenditure rules of IRC § 4945, including the expenditure responsibility requirements applicable to grants made to organizations that are not public charities described in IRC §§ 509(a)(1), (2), or (3).
16. Engagement of Legal Counsel
The Board discussed the engagement of legal counsel for the Foundation. Victoria Chambers summarized the scope of legal services that Calderwood & Harkness LLP is prepared to provide, including formation and organizational matters, preparation and filing of the application for tax-exempt status, corporate governance advice, and ongoing compliance counsel.
Upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:
RESOLVED, that Calderwood & Harkness LLP, with offices at 375 Park Avenue, 42nd Floor, New York, New York 10152, is hereby engaged as legal counsel to The Caldwell Family Foundation for matters related to the Foundation's formation, application for tax-exempt status, corporate governance, grant-making compliance, and ongoing regulatory compliance, with the following attorneys designated as primary counsel:
•  Victoria Chambers — Responsible Partner
•  Monica Reyes — Lead Associate
•  Sylvia Hartwell — Tax Specialist Partner
The engagement shall be governed by the terms of an engagement letter to be executed by the President on behalf of the Foundation. The Calderwood & Harkness LLP matter number for this engagement is 1034-00004.
17. Engagement of Accountants and Tax Advisors
The Board discussed the engagement of an accounting firm to serve as the Foundation's accountants and tax advisors. Victoria Chambers recommended Strathmore Corporation & Greaves LLP, noting its extensive experience with private foundation tax compliance and reporting.
Upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:
RESOLVED, that Strathmore Corporation & Greaves LLP, with offices at 600 Third Avenue, 28th Floor, New York, New York 10016 (Senior Partner: Martin J. Prescott, CPA), is hereby engaged as the Foundation's accountants and tax advisors, with responsibility for the following matters:
(a) Preparation and filing of the Foundation's annual IRS Form 990-PF (Return of Private Foundation or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation);
(b) Monitoring the Foundation's compliance with the excise tax provisions applicable to private foundations under IRC §§ 4940 through 4946, including the excise tax on net investment income (IRC § 4940), the self-dealing rules (IRC § 4941), the minimum distribution requirements (IRC § 4942), the excess business holdings rules (IRC § 4943), the jeopardizing investments rules (IRC § 4944), and the taxable expenditure rules (IRC § 4945);
(c) Coordination with Calderwood & Harkness LLP on tax matters, regulatory compliance, and IRS correspondence;
(d) Preparation and filing of state tax returns and reports as required by the laws of the State of New York and any other applicable jurisdictions; and
(e) Providing such other accounting and tax advisory services as the Board or officers may request from time to time.
18. Registered Office and Registered Agent
The Board discussed the designation of the Foundation's registered office and principal business address. Upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:
RESOLVED, that the registered office and principal business address of The Caldwell Family Foundation is hereby established at 330 Madison Avenue, Suite 2401, New York, New York 10017, and that the Foundation may designate an additional registered agent in the State of New York as may be required by the N-PCL or as the Board may determine from time to time.
19. Books, Records, and Corporate Seal
The Board discussed the maintenance of corporate books and records and the adoption of a corporate seal. Victoria Chambers reminded the Board of the Foundation's obligations under the N-PCL and applicable provisions of the Code to maintain complete and accurate books and records, and to make certain records available for public inspection as required by IRC § 6104.
Upon motion duly made, seconded, and unanimously carried, the following resolutions were adopted:
RESOLVED, that the Secretary of The Caldwell Family Foundation shall maintain the corporate books and records of the Foundation at the Foundation's principal business address or at such other location as the Board may designate, including but not limited to:
(a) Minutes of all meetings of the Board of Directors and of any committees thereof;
(b) Financial records, including records of all receipts, disbursements, assets, and liabilities;
(c) Records of all grants made by the Foundation, including grant agreements, reports, and correspondence;
(d) Copies of all documents filed with federal, state, and local governmental authorities, including the Certificate of Incorporation, Bylaws, IRS Form 1023 and determination letter, annual Forms 990-PF, and state registrations; and
(e) Such other records as may be required by law or as the Board may direct from time to time;
FURTHER RESOLVED, that the Foundation shall adopt a corporate seal in such form as the President shall approve, bearing the name "The Caldwell Family Foundation" and the year of incorporation (2023), and that the Secretary shall be the custodian of the corporate seal.
20. Indemnification of Directors and Officers
Victoria Chambers advised the Board regarding the indemnification provisions available under the N-PCL, and recommended that the Board adopt a resolution confirming the Foundation's commitment to indemnify its directors and officers to the fullest extent permitted by law. Ms. Chambers further recommended that the officers investigate the procurement of directors and officers liability insurance ("D&O Insurance") to provide additional protection.
Upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:
RESOLVED, that The Caldwell Family Foundation shall indemnify each of its directors and officers, and each person who serves or has served at the request of the Foundation as a director, officer, or representative of another entity, to the fullest extent permitted under Section 721 through Section 726 of the New York Not-for-Profit Corporation Law, as amended from time to time, against all expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, arising out of or relating to such person's service in such capacity; and that the officers of the Foundation are hereby authorized to procure directors and officers liability insurance in such amounts and upon such terms as the Board deems appropriate, and to take all steps necessary to effectuate such insurance coverage.
21. General Authority
The Board recognized that the foregoing resolutions may require the execution of various documents and the taking of various actions not specifically enumerated in the resolutions adopted above. Accordingly, upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:
RESOLVED, that the President, Vice President, Secretary, and Treasurer of The Caldwell Family Foundation, acting individually or together, are hereby authorized and empowered to take any and all actions and to execute, deliver, and file any and all certificates, instruments, agreements, documents, and filings as may be necessary or appropriate to carry out the intent and purposes of the foregoing resolutions and to effectuate the purposes of the Foundation, including but not limited to:
(a) Opening and maintaining bank accounts and investment accounts in the name of the Foundation;
(b) Filing applications, registrations, and reports with federal, state, and local governmental authorities;
(c) Entering into contracts, agreements, and engagement letters on behalf of the Foundation;
(d) Executing the Initial Contribution Agreement with Jonathan R. Caldwell and Eleanor V. Caldwell;
(e) Retaining such advisors, consultants, and service providers as may be necessary or appropriate for the conduct of the Foundation's business and the fulfillment of its charitable purposes; and
(f) Taking such other actions as any such officer, in his or her judgment, shall deem necessary or desirable to carry out the purposes and intent of the foregoing resolutions, the execution of any such document or the taking of any such action to be conclusive evidence of such officer's authority.
22. Schedule of Regular Board Meetings
The Board discussed the scheduling of regular meetings. Jonathan R. Caldwell recommended that the Board meet quarterly in order to maintain active oversight of the Foundation's operations, grant-making activities, and financial condition.
Upon motion duly made, seconded, and unanimously carried, the following resolution was adopted:
RESOLVED, that regular meetings of the Board of Directors of The Caldwell Family Foundation shall be held quarterly, at such times and places as the President shall designate, with not less than ten (10) days' written notice to each director. The next regular meeting of the Board is scheduled for June 2023, with the exact date, time, and location to be determined by the President and communicated to the directors in accordance with the notice provisions of the Bylaws.
23. Adjournment
There being no further business to come before the meeting, upon motion duly made by Eleanor V. Caldwell, seconded by Thomas R. Caldwell, and unanimously carried by all directors present, the meeting was adjourned at 12:15 p.m. Eastern Time.
The foregoing minutes were prepared by Eleanor V. Caldwell, acting as temporary secretary for the organizational meeting, and have been reviewed and approved for filing by the Secretary.
APPROVED AND CERTIFIED:
By: ________
Name: Thomas R. Caldwell
Title: Secretary, The Caldwell Family Foundation
Date: March 20, 2023
EXHIBITS
The following exhibits are attached hereto and incorporated herein by reference as part of the minutes of the initial organizational meeting of the Board of Directors of The Caldwell Family Foundation:
SECRETARY'S CERTIFICATION
I, Thomas R. Caldwell, hereby certify that I am the duly elected and acting Secretary of The Caldwell Family Foundation, a New York not-for-profit corporation (EIN: 88-3021547; NY DOS Filing No.: 230320-001847), and that the foregoing constitutes a true, correct, and complete record of the proceedings of the initial organizational meeting of the Board of Directors of The Caldwell Family Foundation, duly held on March 20, 2023, at the offices of Calderwood & Harkness LLP, 375 Park Avenue, 42nd Floor, New York, New York 10152.
I further certify that a quorum of the Board of Directors was present throughout the meeting, that all resolutions set forth in the foregoing minutes were duly adopted by the unanimous vote of all directors present or participating by teleconference, and that the exhibits referenced therein are on file in the corporate records of the Foundation.
IN WITNESS WHEREOF, I have executed this certification as of the date set forth below.
By: ________
Name: Thomas R. Caldwell
Title: Secretary, The Caldwell Family Foundation
Date: March 20, 2023
Director | Address | Attendance
Jonathan R. Caldwell | 418 East 72nd Street, Apt. 14A, New York, NY 10021 | In Person
Eleanor V. Caldwell | 418 East 72nd Street, Apt. 14A, New York, NY 10021 | In Person
Thomas R. Caldwell | 55 Perry Street, Unit 3, New York, NY 10014 | In Person
Katherine C. Hartfield | 210 Briarcliff Lane, Greenwich, CT 06830 | In Person
Olivia G. Caldwell | 1240 North Dearborn Street, Apt. 807, Chicago, IL 60610 | Teleconference
Dr. Margaret P. Elsworth | Professor Emerita, Columbia University; Philanthropic Advisor (Independent Director) | In Person
Office | Officer
President | Jonathan R. Caldwell
Vice President | Eleanor V. Caldwell
Secretary | Thomas R. Caldwell
Treasurer | Katherine C. Hartfield
Exhibit | Description
Exhibit A | Certificate of Incorporation of The Caldwell Family Foundation (filed March 20, 2023; NY DOS Filing No. 230320-001847)
Exhibit B | Bylaws of The Caldwell Family Foundation
Exhibit C | Conflict of Interest Policy
Exhibit D | Gift Acceptance Policy
Exhibit E | Investment Policy Statement

MINUTES OF THE INITIAL ORGANIZATIONAL MEETING OF THE BOARD OF DIRECTORS OF THE CALDWELL FAMILY FOUNDATION

APPROVED AND CERTIFIED:

EXHIBITS

SECRETARY'S CERTIFICATION

Record

Parties

Dates

Amounts