By-laws as adopted at meeting of Incorporators on December 31, 1942 but after including amendments made from time to time through April 22, 2013.

By-laws as adopted at meeting of Incorporators on December 31, 1942 but after including amendments made from time to time through April 22, 2013. ARTICLE I Mission Section 1. The mission of the Foundation is to promote the welfare, future development and reputation of the College of Textiles at North Carolina State University as the premier institution for textile education and research. Section 2. As a nonprofit organization, the Foundation supports the College and Dean by providing funds for scholarships to deserving undergraduate and graduate students; recruitment and retention of highly qualified students, educators and researchers; and placement of graduates. The Foundation also assists in the acquisition and maintenance of state-of-the-art equipment and facilities for research and education. ARTICLE II Founding Members Section 1. The members of the Corporation listed in the Certificate of Incorporation dated December 28, 1942 shall remain unchanged, in order to honor and recognize these founders. The members, however, have no powers after the appointment of the first Board of Directors of the Corporation. Section 2. Individuals who by their service to the College, or financial contribution to the North Carolina Textile Foundation, may be designated a MEMBER of the North Carolina Textile Foundation. A member shall not have any voting rights or responsibility for governance of the Foundation as a result of being so designated. ARTICLE III Board of Directors Section 1. General Powers. The property, affairs and business of the corporation shall be managed by the Board of Directors. Section 2. The Board of Directors, hereinafter referred to as the Board, shall be comprised of not less than nine and not more than 16 voting members, including the officers of the Board. NCTF Bylaws Page 1

(a) Elected Directors: Directors shall be elected for a four-year term. Their successors shall be elected by a majority vote of the voting Directors. A slate of Elected Director candidates shall be chosen from a larger pool of candidates which is created and managed in an ongoing manner by the Membership & Governance Committee. (b) Beginning in October 2004 the Board will be reconstituted in four classes with each class having a maximum of four members. One class will serve a one year term, one class will serve a two-year term, one class will serve a three-year term, and one class will serve a four-year term of office. Thereafter, each class will serve a full four-year term of office. (c) Ex-Officio Directors: The Immediate Past President of the Board shall serve as an Ex-Officio Director for two additional years. Individuals serving in the following positions at North Carolina State University shall serve as Ex- Officio Directors for the period of time in which they shall hold their position: the Dean of the College of Textiles at NCSU and the Director of Development/or Executive Director of the NC Textile Foundation. (d) Emeritus Directors: The directors may elect a former Director, after his/her term of office shall have expired, as a Director Emeritus to honor those who have given distinguished service as members of the Board of Directors. a. Eligibility and Criteria for Election of Director Emeritus i. Served on the Board of Directors of the North Carolina Textile Foundation for a minimum of ten (10) years, with regular attendance and participation. ii. Provided significant financial support of the Foundation, College of Textiles, or NC State University during his/her service on the Board of Directors through personal gifts and/or assistance in acquiring other significant gifts. iii. Served with distinction as a member of the Board of Directors, including service on committees and service as Chairperson of at least one (1) standing committee. iv. Evidence of meritorious contributions to the fulfillment of the mission of the Foundation, College of Textiles, or NC State University. v. Recognition outside of the Foundation of noteworthy contributions to the nominee s professional field. b. Nomination and Election of Director Emeritus i. Any current Director may recommend a former or outgoing Director be elected Director Emeritus to the Membership and Governance Committee. NCTF By-Laws Page 2 of 13

ii. No more than one former Director may be elected Director Emeritus status in any given calendar year. iii. The Membership and Governance Committee then makes a full recommendation to the full Board of Directors. iv. To be elected, a nominee must receive three-fourths of the votes cast by the full Board of Directors. c. Privileges of Director Emeritus i. Directors Emeritus shall have lifetime status. (e) None of the directors described in paragraphs (c) and (d) above shall be entitled to vote or be counted for purposes of establishing whether a quorum of directors is present at a meeting of the directors. Section 3. Terms of Office Elected Directors: Each Elected Director shall serve a term of four (4) years. No elected Director is eligible to serve more than two (2) consecutive terms. Two-thirds of a term shall constitute a full term of service. After an absence of one (1) year, a person shall be eligible for re-election to the Board for two additional two (2) four-year terms. Unless elected an officer, no individual shall serve more than sixteen (16) years. Section 4. Duties. The Board of Directors may: (a) Exercise all power and authority of the Foundation and carry out such legal acts and duties for the furtherance of the aims of the Foundation and transaction of its affairs as are permitted by the certificate of incorporation, these by-laws or as permitted by law. (b) Employ such professionals as it deems necessary for the proper verification of all accounts and require an officer of the Foundation to carry such bonds as it deems advisable. Each Director shall: (a) Discharge his duties as a Director, including his duties as a member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Director reasonably believes to be in the best interest of the corporation. (b) Attend all regularly scheduled board meetings and make a personal contribution annually towards the Centennial Scholarship supported by the Board of Directors and/or another expendable or endowed fund at the Foundation. Any Director who fails to attend two consecutive regularly NCTF By-Laws Page 3 of 13

scheduled board meetings can be deemed to have resigned from the Board without further action from the Board. Section 5. Director's Conflict of Interest. Directors have an affirmative duty to disclose to the Board at the earliest possible time any conflict of interest and to recuse themselves from further consideration of the issue under discussion. Any Corporate transaction in which a Director has a direct or indirect interest must be authorized, approved, or ratified in good faith by a majority, not less than two (2), of the Directors who have no direct or indirect interest in the transaction even though less than a quorum; provided, however, no such transaction shall be authorized, approved, or ratified by a single Director. For purposes of this Section, a Director has an indirect interest in a transaction if: (a) Another entity in which the Director or any member of his family to include spouse or children; or an employee of the director has a material financial interest; or in which the director is a general or limited partner is a party to the transaction; has a material interest or (b) Another entity in which the Director is an officer, director, or trustee is a party to the transaction and the transaction is or should be considered by the Board. Section 6. Certain Director Liability. In addition to other liabilities imposed by law upon Directors, a Director shall be subject to the following liabilities: (a) All Directors who vote for or assent to any distribution of assets of the corporation contrary to any lawful restriction in the North Carolina Nonprofit Corporation Act (the "Act"), the Articles of Incorporation, or these bylaws, shall be jointly and severally liable to the corporation for the amount of the distribution that exceed what could have been distributed without violating such restrictions. (b) All Directors who vote for or assent to the making of any loan or guaranty or other form of security by the corporation to or for the benefit of the Directors or officers of the corporation, or any of them, except loans, guaranties or other forms of security made to full-time employees of the corporation who are also Directors or officers of the corporation shall be jointly and severally liable to the corporation for the repayment or return of the money or value loaned, with interest thereon at the legal rate until paid, or for any liability of the corporation upon the guarantee. Section 7. Unless actual knowledge concerning the matter in question makes such reliance unreasonable, a Director shall not be liable under the provisions of Sections 4 and 5 above, if the Director performed any and all duties in compliance with this Article or the Director relied on information, opinions, reports, or statements, including financial statements and other financial data, if prepared and NCTF By-Laws Page 4 of 13

presented by (i) one or more officers or employees of the corporation whom the Director reasonable believes to be reliable and competent in the matters presented; (ii) legal counsel, public accountants, or other persons as to matters the Director reasonably believes are within their professional or expert competence; or (iii) a committee of the Board of which the Director is not a member if the Director reasonably believes the committee merits confidence. Section 8. Vacancies. In case of any vacancy in the Board of Directors, through death, resignation, disqualification or other cause, the remaining directors may elect a successor to hold office for the unexpired portion of the term. ARTICLE IV Officers Section 1. The officers of the corporation shall consist of a President, Vice President, and a Secretary/Treasurer who is one and the same. The corporation may have an Executive Director and/or a Director of Development, an Assistant Secretary and an Assistant Treasurer who may be one and the same. Section 2. The officers of the corporation shall be elected by the Board of Directors for a term of two years. Section 3. Any officer of the corporation may be removed by a majority of the Board of Directors at any time whenever in the Board's judgment the best interest of the corporation will be served thereby. Section 4. The President shall preside at all meetings of the Board of Directors. The President shall have general charge of and control over the affairs of the corporation, subject to such regulations and restrictions as the Board of Directors shall from time to time determine. The President shall annually prepare a full and true statement of the affairs of the corporation which shall be submitted at the fall meeting of the Board of Directors and filed within twenty days thereafter at the principal office of the corporation, where it shall remain open for the inspection by any member of the Board of Directors during the usual business hours of each secular day. The President shall appoint all chairs and approve all committee members. The President will review and approve the expense reports of the Executive Director. Section 5. The Vice President shall perform all the duties and be vested with all of the authority of the President in case of a vacancy in the office of President, or in the absence or disqualification of the President, and shall have such other powers and shall perform such other duties as may be assigned by the Board of Directors. Section 6. The Secretary/Treasurer shall attend to the giving and serving of all notices of meetings and shall have the custody of all books, records and papers of the corporation, except such as shall be in charge of some other such person authorized NCTF By-Laws Page 5 of 13

to have charge thereof by the Board of Directors, and shall perform such other duties as may from time to time be assigned by the Board of Directors. With the approval of the Board, these administrative duties may be delegated to the Assistant Secretary or administrative officer of the Foundation. The Secretary/Treasurer shall keep an accurate and detailed record of all receipts and disbursements of the funds of the corporation, which record shall at all times be subject to inspection by any member of the Board of Directors. The Secretary/Treasurer shall deposit all funds of the corporation in such bank or banks as may be approved by the Board of Directors, and generally shall perform all acts incident to the office of Treasurer and shall have such further powers and duties as may be assigned by the Board of Directors. With approval of the Board, these administrative duties may be delegated to the Assistant Treasurer or administrative officer of the Foundation. Section 7. In case of the death, resignation, disqualification or temporary absence or disability of any officer of the corporation, the officer s duties and powers may be delegated by the Board of Directors to any other officer of the corporation or to any director of the corporation for a specified time. Section 8. An officer with discretionary authority shall discharge the officer s duties under that authority in good faith, with the care of an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner reasonably believed to be in the best interests of the corporation. Unless actual knowledge concerning the matter in question makes such reliance unreasonable, an officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of the office in compliance with the section above, or relied on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by (1) one or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or (ii) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within their professional or expert competence. ARTICLE V Committees Section 1. General. The Foundation shall have standing committees as set forth in these By-Laws and such ad hoc committees as the President or the Board deems necessary or desirable. Committees shall be comprised of board members and selected non-board members, except where expressly restricted to board members only. All committees shall report to the Board. No committee shall have the authority as to the following matters: a) Authorized distributions. NCTF By-Laws Page 6 of 13

b) Approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of the corporation's assets. c) Elect, appoint or remove Directors, or fill vacancies on the Board or any of its committees. d) Adopt, amend, or repeal the Articles of Incorporation or by-laws. Section 2. Membership and Governance Committee. There shall be a Membership and Governance Committee of the Foundation. The membership of this committee shall consist of the immediate past President, and no more than four Directors. The Committee shall create and manage a pool of candidates for consideration as Elected Directors. This pool should strive to reflect not only the racial, ethnic, and gender composition of the University s constituents, but also the diverse academic components of the Foundation. Additionally, the Committee shall recommend to the Board corporate governance guidelines applicable to the Foundation. The Membership and Governance Committee shall present to the Board at the fall meeting the names of at least four (4) nominees for consideration as Elected Directors. In addition, the Membership and Governance Committee shall present to the Board for two-year terms an Elected Director nominated for President of the Foundation, an Elected Director nominated for Vice President of the Foundation and an Elected Director nominated for Secretary/Treasurer. The Membership and Governance Committee shall also have the authority to recommend to the Board the removal of any Director of the Corporation. The removal of any member of the Board of Directors must be approved by a majority vote of the Board of Directors. No vote shall be required or taken in the event of a Board member s automatic resignation in accord with Article III, Section 4 paragraph (d) regarding attendance at scheduled Board meetings. From time to time the Membership and Governance Committee may designate individuals as Members of the North Carolina Textile Foundation. Candidates for membership shall be brought before the Board for approval. Section 3. Investment Committee. There shall be an Investment Committee of the Foundation consisting of not less than five (5) and not more than nine (9) elected Directors and/or non-board members. The Chair must be a member of the Board of Directors. The Committee shall establish and oversee the adherence to the Investment Policy of the Foundation and shall recommend changes to the same as appropriate. The Investment Committee shall have the power to authorize the making and altering of investments; provided, however, that said Investment Committee shall have no power to authorize or direct the disbursement of any funds except for the purpose of defraying necessary expenses of the Foundation for investment purposes. The Chairperson shall convene quarterly meetings of the NCTF By-Laws Page 7 of 13

Investment Committee and the fiscal agent(s), the time, date, and location being at the discretion of the Chairperson. Section 4. Development Committee. There shall be a Development Committee of the Foundation consisting of four (4) Elected Directors and not more than eight (8) non-board members appointed by the President, also the Executive Director and/or the Associate Director of Development; and the Dean of the College of Textiles. The non-board members will be appointed to two year terms. The committee will be responsible for: developing a comprehensive, long range fund raising strategy designed to meet the needs of the Foundation and establish and oversee any policy issues related to resource development; work with the Executive Director and development staff to establish fundraising goals and benchmarking activities; develop plans to engage the board in fundraising activities and assist development staff in identification, cultivation and solicitation of supporters; educate the board about the Foundations development activities and priorities; and reviewing the activities of the Office of Development and recommending to the Board new initiatives for fund raising. The committee chair(s) will call a meeting at least four (4) times during the fiscal year. Section 5. Audit Committee. There shall be an Audit Committee of the Foundation consisting of not less than three (3) nor more than five (5) elected directors and/or non board members. The committee shall have oversight responsibility to assure the fiscal and operational integrity of the Foundation. The Committee shall contract for and receive an independent audit of the Foundation s financial transactions each year and shall report its findings and recommendations in writing to the entire Foundation s board at the Fall meeting. Section 6. Scholarship Committee. There shall be a Scholarship Committee of the Foundation consisting of not less than three (3) nor more than 15 elected directors and/or non board members. Among their other duties, committee members shall participate in the annual Centennial Scholarship Weekend by meeting, interviewing, and evaluating scholarship candidates. Section 7. Grants Committee. There shall be a Grants Committee of the Foundation consisting of not less than three (3) nor more than five (5) elected directors and/or non-board members. The committee shall present the Annual Grant to the Dean of the College, receive and review any proposals submitted by the College regarding the needs of the College which might be met by the Foundation s endowment(s) and recommend action in accordance with established guidelines to the full Board on these matters. It shall also be the duty of the Committee to receive and review any proposals submitted by the College regarding the needs of the College which might be met by the Foundation in any other way, including other funds for which the Foundation s directors have fiduciary responsibility, within established guidelines and recommend action to the Board on these matters. It shall be a further responsibility of the Committee to establish and monitor the Foundation s spending policy with regard to funds for which the Foundation s directors have fiduciary NCTF By-Laws Page 8 of 13

responsibility and make appropriate recommendations to the Board of Directors. The Committee will also work with the College to establish an ongoing process for measuring the actual versus expected outcomes as a result of funds received from the Foundation, along with recommendations for improvement. Section 8. Ad Hoc Committees. The President of the Foundation with the consent of the Board may establish ad hoc committees as deemed necessary for the conduct of Foundation business. Ad hoc committees shall not exist for more than one year unless approved by a majority vote of the Board of Directors. Section 9. Minutes. All Committees appointed by the President, shall keep minutes of their meetings and report the same to the Board of Directors. ARTICLE VI Contracts, Loans, Deposits, Checks, Drafts, Etc. Section 1. Contracts. Except as otherwise provided in these by-lays, the Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or to execute or deliver any instruments on behalf of the corporation, and such authority may be general or confined to specific instances. Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name, unless and except as authorized by the Board of Directors. Any officer or agent of the corporation thereunto so authorized may effect loans or advances for the corporation and for such loans and advances may make, execute, and deliver promissory notes, bonds, or other evidences of indebtedness of the corporation. Any such officer or agent, when thereunto so authorized, may mortgage, pledge, hypothecate, or transfer as security for the payment of any and all loans, advances, indebtedness, and liabilities of the corporation any real property and all stocks, bonds, and other securities, and other personal property at any time held by the corporation, and to that end, may endorse, assign, and deliver the same, and do every act and thing necessary or proper in connection therewith. Such authority may be general or confined to specific instances. Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks or trust companies or with such bankers or other depositories as the Board of Directors may select, or as may be selected by any officer or officers, agent or agents of the corporation to whom such power may from time to time be given by the Board of Directors. Section 4. Checks, Drafts. Etc. All notes, drafts, acceptances, checks and endorsements or other evidences of indebtedness shall be signed by the President or a Vice President and by the Secretary or the Treasurer, or the Executive Director, or in such other manner as the Board of Directors from time to time may determine. NCTF By-Laws Page 9 of 13

Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories will be made by the President or Treasurer or by any officer or agent who may be designated by resolution of the Board of Directors in such manner as such resolution may provide. Section 5. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation, subject to the Gift Acceptance Policy. ARTICLE VII Compensation Section 1. No officer or director of the corporation shall receive any compensation whatever for or in connection with his services as such director or as an officer of the corporation. ARTICLE VIII Meetings Section 1. The meetings of the Board of Directors shall be held at a place designated by the President, and shall be held in the spring and fall of each year unless in the opinion of the President it should be for the best interest of the corporation for the meetings of the Board of Directors to be held at a different time, in which event, the semi-annual meeting of the Board of Directors shall be held at the time and place designated by the President. The fall meeting is designated among other things for election of officers. Section 2. Special meetings of the Board of Directors shall be called upon the request of the President or four or more members of the Board of Directors. Section 3. Meetings of any Committee shall be called upon the request of the Chairman or two or more members of the Committee. ARTICLE IX Meeting Notices Section 1. Written notice shall be required for the regularly scheduled or special meetings of the Board of Directors or any regular meeting of any committee of the corporation. Written notice of the time and place of such meeting may include electronic communication by facsimile or email and shall be sent to Directors at their last known address at least ten days before the time of such meeting. NCTF By-Laws Page 10 of 13

Section 2. Written notice of any special meeting of the Board of Directors or any committee of the corporation shall be given either by mailing a written notice of the time and place of such meeting to those entitled to receive such notice at their last known mailing address at least five days before the time of such meeting, or by communicating notice of the time and place of such meeting by telephone, facsimile or email at least five days before the time of such meeting. ARTICLE X Quorums Section 1. More than fifty (50) % of the members of the Board of Directors shall constitute a quorum at any regular or special meeting of the Board of Directors. Section 2. A majority of the membership of any committee of the corporation shall constitute a quorum at any regular or special meeting of the committee. ARTICLE XI Principal Office Section 1. The principal office and place of business is at the College of Textiles at North Carolina State University, Raleigh, Wake County, North Carolina. ARTICLE XII Indemnification Section 1. Officer, Director, Employee and Agent Indemnification. Each person who was or is a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereinafter, a "proceeding" and including without limitation, a proceeding brought by or on behalf of the corporation itself), by reason that he is or was a Director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or as a trustee or administrator under an employee benefit plan, where the basis of such proceeding is alleged action in an official capacity as Director, officer, employee or agent or in any other capacity while serving as a director, officer, partner, employee, agent trustee or administrator, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Act as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than the Act permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys' fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to serve in the NCTF By-Laws Page 11 of 13

capacity that initially entitled such person to indemnification hereunder and shall inure to the benefit of his heirs, executors and administrators; provided, however, that the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section 1 shall be contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Act so requires, the payment of expenses incurred by a Director, officer, employee or agent in his capacity as such (and not in any other capacity in which service was or is rendered by such person while a director, officer, employee, or agent including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation it shall ultimately be determined that such person is not entitled to be indemnified - of an undertaking, by or on behalf of such person, to repay all amounts so advanced, under this Section or otherwise. Section 2. Right of Claimant to Bring Suit. If a claim under Section 1 hereof is not paid in full by the corporation within ninety (90) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Act for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Act, nor an actual determination by the corporation (including its Board or independent legal counsel) that the claimant has not met the application standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. Section 3. Non-exclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any law (common or statutory), the Articles of Incorporation, these by-laws, any agreement, the vote of disinterested Directors, or otherwise. Section 4. Insurance. The corporation shall maintain insurance, at its expense, to protect itself and any person who is or was serving as a Director, officer, employee NCTF By-Laws Page 12 of 13

or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against any liability asserted against and incurred by that person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify that person against such liability under the Act. Section 5. Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation, shall nevertheless indemnify and hold harmless each Director, officer, employee and agent of the corporation, as to costs, charges and expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law. ARTICLE XIII Amendments Section 1. These by-laws may be altered, amended, or repealed, and new bylaws may be adopted by a two-thirds majority of the Directors in office at the time; provided, however, that at least ten (10) days' notice by fax, email or in writing shall be given of the intention to alter, amend, or repeal or to adopt by-laws at such meeting and that copies of such amendments are included with the notice. ARTICLE XIV Corporate Seal Section I. The corporate seal shall be circular in form and shall have inscribed thereon the name of the corporation, the year of its incorporation (1942), and the words "Incorporated North Carolina". NCTF By-Laws Page 13 of 13