AAUW GOLDMAN SCHOLARSHIP POLICIES

The Board of Directors of the corporation will disburse funds to provide educational scholarships and other activities consistent with the AAUW mission toward education for women and girls. Poli- cies and procedures of the corporation shall be consistent with the mission of AAUW. Policies and procedures of the corporation shall be reviewed and approved by the AAUW Board of Directors every three years, or more frequently if requested by the corporation.

MEMBERSHIP OF CORPORATION

The President of AAUW-Salisbury Branch shall appoint all directors to the corporation, with ap- proval of the AAUW Board of Directors. Corporation directors shall serve rotating terms as estab- lished under the corporation bylaws. Terms of elected directors shall begin July 1 and end on June 30. The corporation shall maintain a ratio of 2/3 AAUW members among its directors.

The President of AAUW-Salisbury Branch will serve as an ex-officio director of the corporation during the President’s term of office. At least one director of the corporation shall be a descendent of Helen S. and Julius L. Goldman. It is recommended that some individuals with financial and/or accounting expertise be appointed.

RESPONSIBILITIES OF THE CORPORATION

The corporation shall have its Annual meeting on the first Tuesday of every September. At this meeting, the directors shall: (1) Review financial records from the previous fiscal year; (2) Review the status of scholarship winners; (3) Make decisions regarding investments; (4) Determine the amount to be allocated for scholarships and related activities during the fiscal year. (5) Other related matters.

FINANCIAL POLICIES

Two signatures shall be required for distribution of any funds of the corporation. The corporation will make payment of the scholarship directly to the educational institution for the account of the recipient. The corporation will distribute interest only, not the principal, unless necessary to conform with federal or state laws The corporation will promote the growth of the principal and will consider annually re-investing a percentage of the interest earned into the principal.

SCHOLARSHIPS

Scholarships and activities to be considered include: (1) one-year non-renewable scholarship to a high school graduating senior; (2) four-year renewable scholarship to a high school graduating senior; (3) one-year renewable scholarship to a non-traditional student; (4) one-year non-renewable scholarship to a college graduate for advanced study; (5) Special Projects (Examples: Women’s Forums, leadership workshops, summer enrichment camps, academically gifted programs.) The Board of Directors will select scholarship recipients or will appoint a committee to select from among the applicants.

Each county high school will be asked to submit two applications from qualifying applicants. Applications received after April 1 will not be considered. Scholarship recipients will be named by June 1. Applicants shall be females who either reside in Rowan County or are employed in Rowan County. Consideration shall be given to financial need, academic achievement, extra curricular activities and other pertinent information of the applicant. Applicants may be requested to come for a personal interview. Applicants are requested to notify the Foundation if they receive another scholarship of significant value. Relatives of directors of the Board of Directors of the corporation shall be ineligible.

Scholarships will be funded only at educational institutions which have received Southern Regional Association Accreditation. The corporation shall maintain records to show the names of recipients and the date of scholarship awards, all information used to evaluate recipients, the relationship of the recipient to the corporation and all follow-up information received from educational institutions and/ or the recipient. The corporation shall take all necessary action to recover any misused funds that are diverted by a recipient.

The recipient will be required to furnish the results of academic performance at the educational institution for each grading period. The scholarship recipient shall acknowledge receipt of the schol- arship and confirm that the money was spent for tuition and course related fees, books, supplies, or equipment at the applicable educational institution. The recipient shall be informed of these policies. (See attached form “A” for recipient’s signature of agreement and acknowledgement of these poli- cies. See attached form “B” for recipient’s signature that funds were received and expended appro- priately.)

PUBLICITY

Jointly with AAUW, the corporation will develop and distribute printed materials which describe the history of the Goldman Scholarship Fund, the application process, types of scholarships awarded, etc.

RECOGNITION

Jointly with AAUW, the corporation will recognize the recipients annually. This may include a formal ceremony.

IF PAYMENTS MADE DIRECTLY TO INDIVIDUAL

If circumstances require that payment be made directly to the recipient, the recipient will be required to agree to use the funds received for tuition, course related fees, books, supplies, or equipment at the institution. The recipient will be required to furnish a detailed accounting to the corporation to show that the scholarship funds were used for one of the purposes described. If the funds were not so used, the recipient will be required to repay such amount to the corporation. If the recipient of the scholar- ship does not attend the institution selected, he or she will be required to repay the amount of the scholarship.

COMMITTEES

Committees of the Foundation shall include Budget and Finance, Scholarship Selection, and Public- ity.

These policies adopted 1996 by AAUW Salisbury Branch Board of Directors.

HELEN S. AND JULIUS L. GOLDMAN SCHOLARSHIP FUND, INC. BY-LAWS

ARTICLE I. OFFICES

Section 1. Principal Office: The principal office of the corporation shall be located at 130 South Main Street, Salisbury, Rowan County, North Carolina 28144. Section 2. Registered Office: The registered office of the corporation required by law to be main- tained in the State of North Carolina may be, but need not be, identical with the principal office. Section 3. Other Offices: The corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may from time to time determine, or as the affairs of the corporation may require.

ARTICLE I I . DIRECTORS

Section 1. General Power: The business and affairs of the corporation shall be managed by the Board of Directors or by such Executive Committees as the Board may establish pursuant to these by-laws. Section 2. Number, Term and Qualifications: The number of the directors of the corporation shall be eleven (11). Each appointed director shall hold office for three (3) years or until his death, resigna- tion, retirement, removal, disqualification, or his successor is appointed and qualifies. Terms of ap- pointed directors shall be considered to begin July lst and to end on June 30. Directors need not be residents of the State of North Carolina.

Section 3. Directors: (a) Ex-Officio Director: An Ex-Officio Director shall be the person serving as the President of the organization known as the Salisbury Branch of the American Association of University Women (“AAUW”). This person shall serve as director so long as she shall occupy such position. Upon qualification of a person as successor to such position then such person shall automatically qualify to serve as a director of the corporation. (b) Family Representative Director: One descendent or a spouse of a descendent of Helen S. and Julius L. Goldman shall be a director. This person shall be appointed by the members of the Helen S. and Julius L. Goldman family and shall serve as director so long as she remains the appointed repre- sentative. (c) Appointed Directors: Nine directors shall be appointed by AAUW, three (3) of whom shall be selected for a period of one year, three (3) of whom shall be selected for a period of two years, and three (3) of whom shall be selected for a period of three years and thereafter successors to said nine (9) members shall be appointed for staggered terms of three years. None of the (9) selected directors shall serve more than three consecutive three-year terms, unless requested to do so by AAUW. Direc- tors shall have the option to serve additional three year terms, if requested to do so by AAUW. The AAUW shall appoint successors to the initially appointed directors and shall fill vacancies occurring in the Board of Directors. At least two thirds of the directors shall be members of AAUW. Section 4. Compensation: The Board of Directors shall serve without compensation; provided that the corporation may make reasonable reimbursements for expenditures made on behalf of the corpo- ration in furtherance of the purposes of the corporation. Section 5. Executive Committee: The Board of Directors may, by resolution adopted by a majority of the number of directors fixed by these By-Laws, designate two or more directors to constitute an Executive Committee, which committee to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation. Section 6. Other Committees: The Board of Directors may, by resolution adopted by a majority of the number of directors fixed by these By-Laws, establish such other committees as determined by the Board, with the members of the committees and the responsibilities and duties of such commit- tees to be de.termined by the Board of Directors.

ARTICLE III . MEETINGS OF DIRECTORS

Section 1. Regular Meetings: A regular annual meeting of the Board of Directors shall be held on the first Tuesday of every September at a time and place to be designated by the President, for the pur- poses of electing officers and transacting such other business as may come before the Board. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

Section 2. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. Such meetings may be held either within or without the State of North Carolina. Section 3. Notice of Meetings: Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least two days before the meeting, give notice thereof by any usual means of communications. Such notice need not specify the purpose for which the meeting is called. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.

Section 4. Quorum: Five directors fixed by these By-Laws shall constitute a quorum for the transac- tion of business at any meeting of the Board of Directors. Section 5. Manner of Acting: Except as otherwise provided in this section, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The vote of a majority of the number of directors fixed by these By-Laws shall be required to adopt a resolution constituting an executive committee. The vote of a majority of the directors then holding office shall be required to adopt, amend or repeal a by-law, or to adopt a resolution dissolv- ing the corporation. Vacancies in the Board of Directors may be filled as provided in Article H, Section 4, of these By-Laws.

Section 6. Informal Action by Directors: Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

ARTICLE IV.OFFICERS

Section 1. Number: The officers of the corporation shall consist of a President, a Vice President, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2. Election and Term: The officers of the corporation shall be elected by the Board of Direc- tors. Such elections may be held at any regular or special meeting of the Board. Each officer shall hold office until her death, resignation, retirement, removal, disqualification, or her successor is elected and qualifies.

Section 3. Removal: Any officer or agent elected or appointed by the Board of Directors may be removed by the Board with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Section 4. Compensation: The officers of the corporation shall serve without compensation. Section 5. President: The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall supervise and control the management of the corporation in accordance with these By-Laws. She shall, when present, preside at all meetings. She shall sign, with any other proper officer, any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent; and, in general, she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice-President: The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of that office. In addition, she shall perform such other duties and have such other powers as the Board of Directors shall prescribe. Section 7. Secretary: The Secretary shall keep accurate records of the acts and proceedings of all meetings of members and directors. She shall give all notices required by law and by these By-Laws. She shall have general charge of the corporate books and records and of the corporate seal, and she shall affix the corporate seal to any lawfully executed instrument requiring it. She shall sign such instruments as may require her signature, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned her from time to time by the President or by the Board of Directors.

Section 8. Treasurer: The Treasurer shall have custody of all funds and securities belonging to the corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. She shall keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose, and she shall cause a true statement of its assets and liabilities as of the close of each fiscal year and of the results of its operation and changes in surplus for such fiscal year, all in reasonable detail, to be made and filed at the registered or principal office of the corporation within four months after the end of such fiscal year. The statement so filed shall be kept available for inspection for a period of ten years. The Treasurer shall, in general, perform all duties incident to her office and such other duties as may be assigned to her from time to time by the President or by the Board of Directors.

Section 9. Bonds: The Board of Directors may by resolution require any or all officers, agents and employees of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.

ARTICLE V. CONTRACTS, LOANS, AND DEPOSITS

Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument 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 evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks and Drafts: All checks, drafts or other orders for the payment of money issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corpora- tion and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits: All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the Board of Directors shall direct.

ARTICLE VI. GENERALPROVISIONS

Section 1. Purposes: The purpose for which this corporation is organized is to award educational scholarships and for other educational activities for women and girls consistent with the AAUW mission. Section 2. Powers: The corporation, acting through its officers or directors shall have full power to do all things necessary to accomplish the purposes of the corporation as set forth in Section 1, Article VI, of these By-Laws, as may qualify under Section 501(c)(3) of the Internal Revenue Code of 1954 and statutes of similar import.

Section 3. Compensation: The officers and directors of the corporation shall serve without compen- sation; provided, that the corporation may reimburse any officer or director for expenditures made on behalf of the corporation in furtherance of its purposes.

Section 4. Earnings: Distribution of Assets: Activities: No part of the net earnings of the corporation, if any, shall inure to the benefit of any officer or director of the corporation and no officer or director of the corporation shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. No part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not partici- pate in, or intervene in (including the publication or distribution of statements) any political cam- paign on behalf of any candidate for public office.

Notwithstanding any other provision of these By-Laws, the corporation shall not engage in, conduct, carry on or assist any activities not permitted under Section 501(c)(3) of the Internal Revenue Code of 1954 or statutes of similar import and the Regulations enacted pursuant thereto, or by an organi- zation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 or statutes of similar import and the Regulations enacted pursuant thereto. Upon the dissolu- tion of the corporation and/or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to the National American Association of University Women Educational Foun- dation if such organization is exempt from taxes under Section 501(c)(3) of the Internal Revenue Code of 1954 or if not exempt to charitable, literary and educational institutions, organizations, trusts and funds that qualify under Section 501(c)(3) of the Internal Revenue Code of 1954 and statutes of similar import and the Regulations enacted pursuant thereto.

Section 5. Seal: The corporate seal of the corporation shall consist of two concentric circles between which is the name of the corporation and in the center of which is inscribed SEAL; and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the corporation. Section 6. Waiver of Notice: Whenever any notice is required to be given to any director under the provisions of the North Carolina Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or By-Laws of this corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 7. Fiscal Year: Unless otherwise ordered by the Board of Directors, the fiscal year of the corporation shall commence on July 1 of each year and end on June 30. Section 8. Amendments: Except as otherwise provided herein, these By-Laws may be amended or repealed and new by-laws may be adopted by the affirmative vote of a majority of the directors then holding office at any regular or special meeting of the Board of Directors.

Section 9. Reports to AAUW: The corporation shall furnish AAUW, at least annually, a formal report of its activities, including a copy of the annual financial audit of the corporation.

ARTICLE VII. MISCELLANEOUS PROVISIONS

Wherever any words are used herein in the feminine gender, they shall be construed as though they were also used in the masculine gender in all cases where they so apply; and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.

Adopted 1996. Revised January 2007, September 2009.