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The Center for International Understanding

Board of Directors Handbook FY 2015-2016

Table of Contents

Section I About CIU Strategic Plan 3 Organizational Chart 18 Staff Directory 19 Staff Biographies 20 Program Activity Chart 24

Section II Board of Directors BOD Job Description 25 Board Member Contact Information 27 Brief Biographie s 29 Terms of Service 37

Section III Organizational Documents and Policies Bylaws 39 Articles of Incorporation 48 Operating Agreement between Center & Council 54 Policies 63

Section IV Financial Information

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The Way Forward: Building on Successful Programs Go Global NC

Strategic Plan for FY 2015-16

The Center Go Global NC is an agency of the University of North Carolina General Administration (UNCGA) with offices at 68 T.W. Alexander Drive in Research Triangle Park, N.C. To enhance global awareness and engagement in North Carolina, the Center designs and executes international travel programs and global education initiatives with a staff of ten full-time and four part-time employees. The staff works under the leadership of an Executive Director, who reports to the Vice President for International, Community and Economic Engagement for UNCGA. That office has organizational responsibility for the Center. Funding for the Center’s programs comes from grants, program fees, donations and a State appropriation through UNCGA.

The work of the Center is supported by the North Carolina Center for International Understanding Council, Inc. (Council), a 501c(3) corporation led by its Board of Directors. The Council is organized for charitable and educational purposes and advises, promotes and solicits resources for the Center’s programs and operations.

History Go Global NC was established within the UNC system in 1979 by Governor James B. Hunt, Jr. to promote understanding of countries and cultures through people-to-people diplomacy. Affiliated with the Friendship Force and Youth for Understanding, and supported by a network of volunteers, the Go Global NC took hundreds of North Carolinians abroad to live for a week at a time in the homes of people in England, Japan, Kenya, Egypt and many other countries. The international hosts would then travel to North Carolina and experience life in the Tar Heel state for a week. In the first decade of the Go Global NC’s existence, Governor and Mrs. Hunt and Governor and Mrs. Jim Martin welcomed well over 1,000 international visitors into the Governor’s Mansion.

Founding Executive Director Millie Ravenel was the first paid staffer of the organization and she led its transformation to a recognized leader in global education with numerous state, regional, and international awards. Under her leadership, Go Global NC evolved from a citizen-based effort into a global policy and leadership development organization implementing innovative programs in teacher professional development, K-12 global education, immigrant assimilation, and leadership development for policy leaders. She also spearheaded the nation’s first statewide network of Confucius Classrooms providing Chinese language instruction in K-12 schools and the Global NC Heat Map, showing global connections in each of North Carolina’s 100 counties. Millie remained Executive Director for 33 years, retiring in 2012. All of the organization’s work under Millie’s leadership focused around the theme of Learning from the World, serving North Carolina.

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Key Programs

A brief description of Go Global NC’s key programs and their impact follows:

Global Leaders: Every day, North Carolina legislators and local leaders are confronted by policy challenges that require international insight. Gaining that insight requires exposure to and building relationships with other countries. CIU’s Global Leaders program explores international best practices in key areas affecting North Carolina’s economy – workforce development, global trade, education and training. Teams of policymakers study and visit countries of strategic economic importance like China, Mexico, India, and Germany and use their findings to inform policy in North Carolina. CIU’s Global Leaders program has worked directly with more than 150 policymakers. Their actions have ranged from forming the nation’s first legislative International Business and Trade Caucus to welcoming visiting foreign investors creating jobs in North Carolina. CIU’s Global Leaders are empowered to position North Carolina as a national leader succeeding in a complex global economy.

Global Teachers: Today’s students are expected to perform on a global stage, and it is critical that they have teachers who understand North Carolina’s connections with the world and are able to infuse global experiences and perspectives into classroom learning. CIU’s Global Teachers program is an intense study immersion program in selected countries that represent international best practices in education. Teams of teachers from across the state have explored issues like technology, math and science education, energy conservation, and the nexus of public education and national economic goals in 13 different countries. CIU’s Global Teachers program has worked directly with more than 750 educators who have influenced their entire school communities and beyond through lesson plans, workshops, and presentations designed to help their students communicate, cooperate and compete with peers around the world.

China Programs: A primary focus of the North Carolina State Board of Education and UNCGA is to assure that students are “globally ready” and have the skills and knowledge necessary to work and succeed in an ever-changing global economy. CIU’s China Programs directly address this goal by providing two services to K-12 schools: Chinese language study and school-to-school partnerships with China. Since 2010, CIU’s Chinese Guest Teachers have introduced Chinese language and culture to more than 8,000 K-12 students in 38 North Carolina schools. Additionally, more than 300 educators have traveled to China to better understand our state’s #3 trading partner and establish relationships with colleagues in China. School partnership activities have included international exchange of students and faculty and technology-driven school projects done jointly by North Carolina and Chinese students. Cross-cultural communication and experience working in multi-national teams provide students with skills demanded in today’s work environment.

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Latino Initiative: North Carolina has one of the fastest growing Latino populations of any state. Empowering communities to positively address demographic change is the focus of Go Global NC’s award- winning Latino Initiative. Teams of regional business, education, and public service leaders assess local challenges; travel to Mexico to better understand the economic, social, and cultural impact of immigration; and implement action plans to creatively address local challenges. Go Global NC’s Latino Initiative has a network of more than 750 alumni who are leaders on the issue of immigration. Some of their innovative projects have focused on health outreach to immigrant farmers; expanded bi-lingual services in schools, state agencies, and the court system; and established an Office of Latino Affairs in the North Carolina General Assembly. Latino Initiative alumni form lasting relationships in North Carolina and Mexico that amplify their ability to implement change to strengthen their communities for everyone.

Principal’s Training Initiative: In collaboration with Jiangsu Education Services for International Exchange (JESIE), Go Global NC conducts training programs for 14 K-12 school principals from Jiangsu Province, China. The purpose of this program is to give delegations of principals from China an in-depth look at the complexities of the U.S. Education System. Through lectures from experts on current educational topics, visits to various types of schools, and informal exchanges with principals, teachers and students from North Carolina, the Chinese principals gain a deeper understanding of school administration, pedagogy and diversity in American schools.

Cultural Correspondents: Cultural Correspondents is an innovative way of partnering university study abroad students with K-12 classrooms in North Carolina. Using the latest communications technologies, university study abroad students share their experiences with NC classrooms. The teachings that the study abroad students share are aligned to classroom concepts and curriculum, deepening the K-12 students’ cultural understanding and adding an international dimension to their studies.

Global Issues School Partnership: In today’s interconnected world it is essential young people graduate high school with the knowledge, skills, and attitudes necessary to live and work in a global world. As we prepare students for employment in the global marketplace, it is equally important to educate those students to be global citizens who are able to respond to the enormous global issues facing humankind in the twenty-first century. The CIU Global Issues School Partnership is an educational program that links high school students in North Carolina with students in different parts of the world together to engage in real world activities, that address real world problems. Each geographic partnership focuses on a broad global issue and enables students in North Carolina to work collaboratively with their partner classroom to explore those issues from both local and global contexts

Note about Program Development and Country Selection: Extensive research informs CIU’s selection of partner countries with which to develop programs. Countries are chosen because of P a g e | 6

their strategic importance -- generally in the areas of economic and educational strength – to North Carolina. In FY2015-16, CIU will conduct travel programs to four countries: Mexico, China, Singapore and South Africa. Mexico is our #2 trading partner and the largest sending country of North Carolina’s growing Latino immigrant population; China is a country of 1.3 billion people with untapped market potential for North Carolina products and services; Singapore is a shining star in embracing globalization as a force to build its nation which has generated world- class educational and economic outcomes. South Africa is a strong emerging nation with strong Democratic ideals and is the key to a stable African continent. We can learn from each of these countries -- their experiences can help inform and strengthen North Carolina education and economic policies to help our state succeed on the international stage.

Note about Funding: Currently, the Center receives approximately 25% of its overall funding from the state, via UNC General Administration. This funding covers some staff salaries and some general expenses such as rent. It does not fund any travel costs for program participants. Everyone who travels on a program through the Center either receives full or partial award funding that the Center fundraises through grants or individual donations, or pays the program fee (including travel costs) directly from their personal or company funds. Other program costs are raised from grants, individual gifts, and corporate sponsorships. Additionally, funds for the Confucius Classrooms and other Chinese language programs are covered by the Chinese Ministry of Education as part of an MOU with the Center and the State Board of Education.

Transition and the Way Forward

2014-15 has been a year of significant change for the CIU including the hiring of a new K-12 Director; Dr. Julie McGaha, a new Director of Development and Partner Engagement; Nick Leisey, a Director of Data and Policy Analysis; Rachel Page, a new Finance Director and Office Manager; Alison MacLennan and a to be named Assistant for Development, Communications and Program Evaluation.

As of December, Dr. Rick Van Sant has assumed the role of Executive Director, who together with both a veteran and new team , continues to refine and enhance the Center’s programs and, importantly began to implement the new strategic direction for the Center which acknowledge rapid and significant change in the world. Its years of program experience and success have helped to prepare and raise awareness of the importance of global engagement for state and local leaders, educators and students. Informed by that hands-on experience, the staff and board recognize the need and responsibility to utilize the Center’s unique platform to broaden its work of supporting North Carolina’s success in an increasingly more complex and dynamic global community.

Global opportunities and challenges have become both more exciting and more daunting. The world’s population will increase from 6 billion in 2000 to 9 billion in 2042, giving rise to a growing middle class market for N. C. products, services and tourism while stressing the world’s water and food supplies. Advances in communications and logistic technologies and changes in trade P a g e | 7

policies have provided opportunities for trade growth but also created intermediate term dislocation in domestic employment. Questions abound. How does understanding the history, culture and religions of the Middle East shape U. S. policy choices? How might GMO attitudes in Europe or disease in Africa impact University research choices? These questions underscore that North Carolina and America are in a fierce global competition, that understanding the cultures and languages of the world is an essential part of our children’s education, that our quality of life is connected to our efforts to understand and address world challenges and that we must have an increased sense of urgency about global engagement. And, therefore, how can the center allocate its resources in new ways to help answer such questions?

Each of these objectives may be strengthened by adding an international component: students learning to connect to the global knowledge system; learning innovative ideas from the rest of the world on shared services; connecting to researchers around the world working on similar challenges; exploring new ideas on how to improve competitiveness; identifying global trends; connecting our universities more closely to their surrounding communities; and helping our students learn to work with people from a variety of backgrounds and cultures. The Compact calls for strategic outreach to five geographies between 2013 and 2018, including China, India, Brazil, Mexico, and the continent of Africa, while maintaining ties with long-term collaborative partners in western Europe, Australia and other areas. The Center has worked closely with the University in developing its efforts in China and India, and is an important part of the two strategic plans developed by the University, “The Dragon and the Dogwood” and “A Portal to Progress.”

Finally, the Center’s new strategic plan will revisit recommendations of the Center’s 2008-2009 Global Engagement Initiative, supported by a grant from the William and Flora Hewlett Foundation. The Initiative identified the need for a cohesive network of governmental, business and educational organizations to respond to international issues and opportunities in an integrated fashion. The Hewlett Initiative assembled a variety of global indicators to stimulate policy discussion about how to measure global success and recommended annual updating and benchmarking of the indicators. The importance of that work persists. As UNC President Tom Ross notes: “With 95% of the world’s population outside of our borders, it just makes sense to learn more about how we can connect to the rest of the world’s knowledge, insights and markets.”

The Center’s Response – Key Elements In response to the guidance of the Council board based on its recognition of the ever-increasing importance and complexity of global issues, the UNC System’s covenant of service to North Carolinians and the recommendations of government, business, and education leaders assembled in the Global Engagement Initiative, the Center has developed this Strategic Plan for FY 2015-2016. Key elements of the Plan include the following:

● The Center will establish performance measures to evaluate and track its results in meeting Plan objectives and goals and in contributing to North Carolina’s global P a g e | 8

success. Measuring our impact is essential to sustaining our work financially and benchmarking our progress and that of the State is crucial to policy-making. ● The Center will establish itself as a backbone organization to support UNC System and other public and private sector agencies and programs focused on global objectives, shifting resources in order to serve as a convener, travel planner, advocate, publicist, partner, or data resource when helpful to leverage results through collaboration. The Center, as a part of UNC General Administration, is well-placed for this role, given the credibility of the University, the Center’s pioneering long service and well established programs, the significant amount of international programming offered by the constituent campuses of the System, and the Center’s many relationships with global organizations. Appendix A provides information about the functions of a backbone organization. ● The Center will continue its intensive, policy-focused travel programs, but will offer Global Leaders and Latino Initiative trips every year in order to scale our impact. These programs will add resources to facilitating follow on programs with participants, leveraging the impact of their experiences. ● The Center’s Development and Communications efforts will re-focus to support the strategic objectives of this plan. Development and Communications actions will be coordinated to raise awareness of and support for the Center among North Carolina education, policy, and business leaders as well as among existing and future funders. Special attention will be paid to new initiatives that have the potential to further raise the Center’s profile. ● The Center will evaluate its allocation of human and financial resources currently and at least annually and will cross train and use personnel openings to match staff experience with changing strategic objectives over time, including activities related to acting as a backbone organization. ● The Center will methodically and creatively identify synergies and valuable links among its strategies to multiply the impact of individual activities. It will operate with a bias to collaboration and will seek and promote partnering opportunities to enhance collective impact. ● The Center will add at least one new sector in order to provide a more sustainable business model allowing us to scale our programmatic impact as well as add office resources to support that increased scale.

Vision, Mission, and Values The updated Vision and Mission Statements shape the Strategic Plan. The Vision is our aspiration for the State of North Carolina; the Mission is our role in getting us there. In conjunction with crafting this strategic plan, CIU staff also developed a Statement of Values to describe and protect the organization’s culture -- the very DNA that defines who we are and how we conduct ourselves.

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Vision Statement North Carolina is a national leader in developing and maintaining its capacity to succeed in a diverse, complex and dynamic world.

Mission Statement GoGlobal-NC optimizes North Carolina’s global engagement by supporting the development and alignment of globally connected educational, economic, and community opportunities.

Our Values Our values shape the way that we think, interact and behave with each other and our partners around the world. They are the foundation of our mission and inform our work every day.

 RESPECT We honor new ideas, value diversity, and operate with integrity, transparency and empathy.  PASSION We care deeply about our mission and hold ourselves accountable for results.  CREATIVITY Innovation and creativity fuel the way that we approach relationships, develop programs, and collaborate with partners.  TEAMWORK We believe that working together is the only way to move from global awareness to global success – we work hard and teamwork is second nature.  SERVICE We are guided by a seriousness of purpose in service to the people of the State of North Carolina.

Strategic Plan Details The Plan is organized around the five strategic objectives and for each objective includes goals and actions. The goals describe the desired outcomes and actions identify what the Center will do to accomplish each goal. These activities are contemplated to be completed during FY15-16 but often will relate to ongoing goals. The specific goals and actions for each strategic objective are detailed below.

STRATEGIC OBJECTIVE 1: The Center will create awareness and spark interest in global engagement by organizing and leading policy, business, and education leaders on programs involving countries of economic and cultural importance to North Carolina.

STRATEGIC OBJECTIVE 2: The Center will convert interest in global engagement into action by working with returning international delegates and others to translate their heightened awareness of global issues into local or state initiatives.

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STRATEGIC OBJECTIVE 3: The Center will advance selected, carefully chosen initiatives to increase or improve global awareness, engagement and capacity in North Carolina.

STRATEGIC OBJECTIVE 4: The Center will provide credible data about global engagement and success by collecting, organizing and disseminating information and research in order to support such engagement and will use data to track North Carolina’s global progress and success.

STRATEGIC OBJECTIVE 5: The Center will plan for and nurture the capacity of the organization by enhancing or instituting values-based practices, processes, systems and policies which ensure it will be a high performance enterprise and an inspiring, rewarding place to work.

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The Way Forward: Building on Successful Programs GoGlobal-NC Action Plan 2015-16

STRATEGIC OBJECTIVE 1: The Center will create awareness and spark interest in global engagement by organizing and leading policy, business, and education leaders on programs involving countries of economic and cultural importance to North Carolina.

Goal 1.1: The Center will plan and lead a delegation of policy leaders to Singapore to study Biopharma economic development opportunities for North Carolina.

Actions: 1.1.1 Identify and engage the appropriate partners to assist with preparation and facilitation 1.1.2 Identify and procure funding 1.1.3 Conduct orientation for delegation 1.1.4 Execute program 1.1.5 Conduct follow-up workshop, develop 4-pager with program highlights, and identify other follow-up strategies. 1.1.6 Create and execute program evaluation

Goal 1.2: The Center will examine the viability of leading a Council Invitational to be hosted by Millie Ravenel to develop and deepen relationships with friends and patrons of GoGlobalNC and generate revenue.

Actions: 1.2.1 Complete feasibility study by September 2015 1.2.2 Identify target country 1.2.3 Identify a list of possible travel contractor to handle trip details 1.2.4 Recruit Millie Ravenel to host the delegation for the Center

Goal 1.3: The Center will plan and lead a Latino Initiative for one or two NC county policy leaders to Mexico in May 2016 to study the context and influencing factors of immigration in North Carolina communities.

Actions: 1.3.1 Develop a steering committee in August and identify target counties 1.3.2 Start recruitment from those counties in mid-August; complete by November 1.3.3 Hold Latino Initiative alumni event in the Fall 1.3.4 Identify and procure funding 1.3.5 Conduct information sessions and orientation workshops 1.3.6 Execute travel program 1.3.7 Conduct follow up workshop and develop 4-pager with program highlights 1.3.8 Create and execute program evaluation

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Goal 1.4: The Center will plan and lead a Global Teachers program to South Africa in June/July 2016 to build teacher capacity to teach about the world.

Actions: 1.4.1 Collaborate with appropriate sources to expand educational content of program 1.4.2 Secure funding sources for teacher awards 1.4.3 Complete recruitment by January 2016 1.4.4 Consider funding and logistics for potential documentary 1.4.5 Conduct orientation workshops 1.4.6 Execute travel program 1.4.7 Conduct follow up workshop and develop 4-pager with program highlights 1.4.8 Create and execute program evaluation

Goal 1.5: The Center will develop a new business sector focused on international school administrator training.

Actions 1.5.1 Finalize contract with Jiangzu Educational District to host nine school administrator trainings during 2015-16 1.5.2 Reassign time from Brian White and Julie McGaha to implement training program 1.5.3 Identify and develop partnership arrangement with appropriate partners to handle logistics 1.5.4 Hire two full time project assistants to oversee logistics and details and support project director 1.5.5 Conduct nine training programs 1.5.6 Prepare “glossy” report on success of programs.

Goal 1.6: The Center will recruit and lead delegates from the Center’s affiliated Confucius Classrooms in North Carolina to participate in the 2015 Chinese Bridge Delegation, a program that is coordinated by the College Board and sponsored by Hanban.

Actions: 1.6.1 Recruit participants and coordinate selection of participants with College Board 1.6.2 Conduct orientation workshop 1.6.3 Be responsible for NC delegates during time in China (attendance, organizing debriefs or meetings for NC delegates, translation/interpretation as necessary, etc.

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STRATEGIC OBJECTIVE 2: The Center will convert interest in global engagement into action by working with returning international delegates and others to translate their heightened awareness of global issues into local or state initiatives.

Goal 2.1: Develop and implement protocol for debriefing delegates and facilitating follow-on action plans.

Actions:

2.1.1 Determine the efficacy and feasibility of conducting a Global Leaders meeting in 2015 2.1.2 Identify other follow-up activities for Global Leaders to make program more clearly impactful and measurable 2.1.3 Incorporate follow-up activities for Latino Initiative and educator alumni into the protocol

Goal 2.2: The Center will redesign the Global Ambassadors concept to broaden its membership, including donors interested in education and other philanthropic objectives.

Actions: 2.2.1 Identify clear and compelling benefits of Global Ambassador membership and determine appropriate membership levels 2.2.2 Convene the Ambassadors semi-annually to seek input, to report on Center activities and outcomes, and to gather business feedback 2.2.3 Identify opportunities for Ambassadors and other donors to hear directly from CIU program alumni

Goal 2.3: Continue to support the State Board of Education’s Special Committee on Global Education, the State’s vehicle to expand global knowledge and skills among K-12 students in North Carolina.

Actions: 2.3.1 Participate in meetings of the Special Committee, providing feedback on policy implementation and working to make sure CIU K-12 programs are represented in final recommendations 2.3.2 Support the Special Committee through other initiative and projects as requested by the State Board of Education and the NC Department of Public Instruction.

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Goal 2.4: Continue to support the International Business and Trade Caucus, the legislative entity that was formed to raise awareness about North Carolina’s global engagement and its importance in job creation for the state.

Actions: 2.4.1 Engage with the co-chairs of caucus to assist in establishing meeting topics and identifying appropriate speakers

Goal 2.5: Continue to support and grow alumni relations to amplify and expand program outcomes, share best practices, and strengthen relationships to enhance support for CIU.

Actions: 2.5.1 Ensure funding for online alumni community in 2015-2016 2.5.2 Continue support for online alumni community 2.5.3 Utilize periodic alumni surveys to track activity and discern future engagement activities 2.5.4 Evaluate effectiveness of alumni engagement activities

STRATEGIC OBJECTIVE 3: The Center will advance selected, carefully chosen initiatives to increase or improve global awareness, engagement and capacity in North Carolina.

Goal 3.1: Develop a screening process to decide what programs, initiatives, and projects the Center takes on, and which ones we decline, execute through partnerships, or delegate to other organizations.

Actions: 3.1.1 Review and evaluate usefulness of the screening tool developed by Center in 2005 3.1.2 Adopt or create the process

Goal 3.2: The Center will maintain and expand the high-quality programs and multi-agency partnerships of the CIU China Programs, comprised of language initiatives and partnerships and exchanges with China. The Center seeks to expand the program, build LEA support for it, and plan for long-term sustainability.

Actions: 3.2.1 Conduct Guest Teacher Professional Development Program in the fall and spring 3.2.2 Designate new Confucius Classrooms and administer CC grants in the fall and spring 3.2.3 Conduct Guest Teacher Classroom Observations and Site Visits in the fall and spring 3.2.4 Implement NC Chinese Language and Culture Thematic Unit Teaching Plan Appraisal in the spring P a g e | 15

3.2.5 Recruit and place new Chinese Guest Teachers from China in the spring 3.2.6 Form the Chinese Language Advisory Council in partnership with NCSU CI and DPI in the fall 3.2.7 Facilitate school partnerships at the regional and district levels in the fall and spring

Goal 3.3: The Center will continue to convene and staff meetings and undertakings of the Coalition for Global Competitiveness and to use that forum to:

Actions: 3.3.1 Identify opportunities and needs for assistance and support from the Center acting as a backbone organization and determine staff and resource allocation. 3.3.2 Build consensus among Coalition members to act formally as the “cohesive network of governmental, business and educational organizations to respond to international issues and opportunities in an integrated fashion” as envisioned by the Hewlett Foundation Initiative. 3.3.3 Explore potential support for a Hewlett model approach to building these relationships over the long term while continuing progress on freeing up staff resources to do the work. 3.3.4 Use the Coalition as the main driver of CIU building a comprehensive state plan for global success. 3.3.5 Broaden the membership of the Coalition to include participation by businesses, campuses and agencies from around the state.

Goal 3.4: The Center will convene a Global North Carolina Executive Summit in Fall 2015 to focus attention on the importance of global engagement and its impact on and importance to the state. The Executive Summit would:

● Be held in Raleigh in 2015 ● Be used primarily to introduce the NC Strategic Plan for Global Engagement and to introduce our new branding ● Introduce and award a number of annual citations to acknowledge excellent effort in global engagement categories. Possibilities include the Millie Ravenel Leadership Award, Outstanding Global Teacher, Superintendent and School Awards, the UNC President’s Award to the outstanding System program, awards by Coalition partners and the Citizen of World Award, perhaps in partnership with International Focus ● Be underwritten by corporate and foundation sponsors of the event, its components and the awards ● Be staffed with assistance from Coalition partners and a possible reallocation of existing Center staff responsibilities ● Be an exceptional platform for publicizing the Center, the Coalition, the efforts of award winners and the importance of global engagement

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Actions: 3.4.1 Review 2009 Hewlett event and 2013 Immigration Matters Forum 3.4.2 Develop vision, funding plan, and timeline for implementation 3.4.3 Engage Coalition partners, Center Board Members, and others in planning and execution

Goal 3.5: The Center will change its name and logo to raise its visibility and better reflect its broader role.

Actions: 3.5.1 Expedite process to revamp the Center’s mission and vision statements and articulate core values 3.5.2 Expedite process to change the Center’s name and logo 3.5.3 Develop and implement a communications plan to roll out the organization’s new identity, with special attention to be paid to notifying the Center’s programmatic partners and supporters 3.5.4 Request funding from the Council to expedite redesign of the Center’s website to reflect its new identity 3.5.5 Work with UNCGA legal department to assure proper transfer and notification of name change

STRATEGIC OBJECTIVE 4: The Center will provide credible data about global engagement and success by collecting, organizing and disseminating information and research in order to support such engagement and will use data to track North Carolina’s global progress and success.

Goal 4.1: The Center will establish a data, research, and analysis capability which will identify data and research sources; arrange for the gathering, cataloging, and distribution of information to identified users; format information for specific needs as a “backbone service”; and advise users of sources for global data.

Actions: 4.1.1 Develop a consulting support team from among Triangle Universities to support data collection and analysis functions. This may include professors and students as well as professional researchers/data analysts. Use REACHNC as a tool to provide counsel regarding UNC System research and serve as a “portal” to constituent institutions 4.1.2 Evaluate the viability of revamping the NC Heat Map and the new national SAS based tool for data dissemination to include “curriculum” and case scenarios for instructing usage 4.1.3 Work with UNC System experts to develop an Index of Global Engagement and a benchmarking capability P a g e | 17

4.1.4 Work with communications team to develop a public relations strategy for publicizing this capability and for creating data blasts and reports to serve partners and the public

Goal 4.2: Expand data dissemination by implementing the Longview Foundation grant, a vehicle to develop K-12 curriculum and education presentations using North Carolina and national heat map sources.

Actions 4.2.1 Call for proposals 4.2.2 Evaluate proposal 4.2.3 Develop presentations and video 4.2.4 Present results at national conference in 2015

STRATEGIC OBJECTIVE 5: The Center will plan for and nurture the capacity of the organization by enhancing or instituting values-based practices, processes, systems and policies which ensure it will be a high performance enterprise and an inspiring, rewarding place to work.

Goal 5.1: Improve office communication and strengthen culture to assure the organization’s values are incorporated into every-day work activity.

Actions: 5.1.1 Continue weekly staff meetings that include “rounds” as a way to hear from all staff and program areas 5.1.2 Maintain shared calendars to insure all staff can access and be aware of where, when and what all staff are doing. 5.1.3 Assure all staff receive Center eNewsletter and email board updates from the Executive Director 5.1.4 Share all CIU Council meeting agendas with staff ahead of meetings; invite staff members to present on their own programs at board meetings; provide debriefing session for all staff members after each Board meeting 5.1.5 Investigate ways to encourage discussion of current world events among staff continue to build team-building wellness activities related to foreign cultures (e.g. yoga, dancing, language, field trips)

Goal 5.2: Utilize an individual performance planning, review, and personal/professional development system which supports clear communication of organizational objectives and aligns personal performance expectations with those objectives.

Actions: 5.2.1 Work with UNCGA’s personnel performance system.

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THE CENTER FOR INTERNATIONAL UNDERSTANDING The University of North Carolina Brief Staff Biographies August 2015

Stephanie Caplan, Communications Director Stephanie manages the Center’s external communication efforts. She is responsible for branding, print and electronic publications, speech-writing, website, media relations and marketing. Stephanie has worked in journalism, public and government relations for more than 20 years, most notably serving as Vermont Governor Howard Dean's press secretary from 1994-1998. She has been a journalist for daily newspapers in Vermont and for The Associated Press in Portland, OR, and Spokane, WA. She also has been a lobbyist for the firm of Kimbell, Sherman & Ellis in Montpelier, VT; and managed a staff of 21 and budget of $5 million as Acting Commissioner of the Vermont Department of Tourism and Marketing in 2002-2003. Stephanie joined the Center’s staff in 2003 and has helped lead groups of teachers and policy leaders to Mexico, Ghana, Singapore and China. Stephanie received her B.A. degree in English with honors from Norwich University in Northfield, VT; and a Certificate in Nonprofit Management from Duke University.

June Chen, Associate Director of World Language Programs June has a Master of Arts degree in Educational Psychology and a Ph.D. in Counselor Education from The University of Iowa. She has been a Chinese language educator for nearly a decade, most recently establishing the Chinese language program for middle and high school students at Chapel Hill-Carrboro City Schools. June also translated books and served two years on the Board of Chinese Language Teachers Association of North Carolina, working with colleagues to promote collaboration and sharing of professional experience among Chinese language teachers across North Carolina. During her career, June has taught Chinese to wide array of people from different age groups, cultural backgrounds, and language proficiency levels. Her research interest is high school students with disabilities and talent development. Prior to coming to North Carolina in 2001, June held positions at the University of Iowa in The Connie Belin and Jacqueline N. Blank International Center for Gifted Education and Talent Development as well as The Substance Abuse Counseling Department. June was raised in Taiwan and joined CIU in 2014.

Meredith Henderson, Senior Director of Programs Meredith has a B.A. degree in French Studies from Mount Holyoke and a Master's in International Development/Sociology from North Carolina State University. She is currently working on a doctorate in Adult Education at NC State. Meredith has studied and worked in France and Canada, and joined the Center's staff in early 1999. As the Senior Director of Programs, Meredith oversees the Center’s programs and runs select programs. She has led programs for educators, policy and community leaders to Mexico, the Netherlands, Sweden, New Zealand, India, Ireland, China, Denmark, Finland and Singapore, and has organized programs to Ghana. In 2004, she collaborated with East Carolina University to present a conference on best practices in educating Latino/Hispanic students in NC. The conference drew on the experiences and findings of educators who participated in the Center's P a g e | 21

programs to Mexico between 1998-2003. In 2009, she co-presented at the International Transformative Learning Conference in Bermuda with Melissa Edwards Smith on the use of dialogue groups to enhance learning.

Nicholas Leisey, Director of Development and Partner Engagement As the Director of Development and Partner Engagement for CIU, Nick cherishes the opportunity to build relationships with individuals, organizations, and businesses that share the common goal of preparing North Carolinians to be leaders in the global community. He has nearly 15 years of professional experience supporting non-profit development operations, directing political fundraising campaigns, promoting child advocacy efforts, and designing community engagement plans. He’s also been an elementary school teacher. Nick is the definition of a global citizen, having visited every state in the USA, traveled to 21 countries across all 7 continents, and participated in field visits to Uganda, Malaysia, and Indonesia. In 2012, Nick was recognized as a UNICEF USA Global Citizenship Fellow and served as a spokesperson for their operations in the New England region. Nick has a Bachelor’s degree in Public Relations from East Carolina University and a Master’s in Education from Salem State University.

Alison MacLennan, Office and Finance Manager Alison joined the Center in April of 2015 and has experience as an Office Manager for a small local environmental nonprofit, where she was a volunteer and then a member of staff. She has recently completed the Duke Nonprofit Management Certificate. Allison is excited to be joining the CIU team and looks forward to supporting the staff with managing the office and financials. Alison received her BS in Biochemistry from the University of Glasgow, Scotland

Dr. Julie McGaha, Director of K-12 Education Julie has a PhD in Curriculum & Instruction from Clemson University with a research focus on how globalization affects education, teacher global-mindedness, and the intersections between national history and identity. Julie earned her Bachelor’s degree and Master’s degree in Secondary Education from Clemson University and Eastern Kentucky University, respectively. She also has an Education Specialist degree in Administration & Supervision from Converse College. Julie taught high school social studies and was a high school assistant principal in South Carolina for eight years. For the last 9 years, she has worked as a teacher educator at Clemson University and most recently Illinois State University. During her career, Julie has taken students overseas through study abroad programs and coordinated teacher exchange programs funded through the U.S. Department of State. Her work has been published in the Journal of Adolescent and Adult Literacy, Educational Forum, Multicultural Perspectives, Principal Leadership, and Action in Teacher Education.

Rachel A. Page, Director of Data and Policy Analysis Rachel has a B.A. degree in Psychology and a minor in International Relations from American University and a Master of Public Health from UNC Chapel Hill Gillings School of Global Public Health. She has lived and studied abroad in Cuba, Nicaragua, Costa Rica, Ecuador, Czech Republic, Italy and Paraguay. She joined the Center staff in early 2015. As the Director of Data and Policy Analysis, Rachel is working across several of the Center’s programs on evaluation and impact. She brings over fifteen years of experience engaging stakeholders and communities on domestic and foreign affairs. P a g e | 22

Lorena Patterson, Program Director Lorena received her Bachelor’s degree in International Studies with a concentration in Latin America studies, and a minor in Italian language from NC State University. Lorena attended the Università per Stranieri in Perugia, Italy. Previous to the Center, Lorena worked for the North Carolina State University, College of Agriculture and Life Science; in collaboration with Wake county Human Services through Cooperative Extension where she served the Latino/Hispanic community. Lorena also worked as a translator/interpreter for Johnston County Public Schools, providing services to families, teachers and Exceptional Children Department board. At the Center, Lorena manages the Global Leaders Programs, which includes the Latino Initiative series for public policy leaders.

Kate Runy, Communications/Development/Data Assistant Kate has a B.A. in English with a minor in professional writing from Meredith College. With a special interest in the intersection of nonprofits and communications, she has previously worked with the Duke University alumni magazine and in addition to her work with CIU, works with Alzheimers North Carolina as communications assistant. She is also a consumer reviewer for the Peer Reviewed Alzheimer’s Research Program (PRARP). She joined CIU in June 2015 and supports the departments of communications, development, and data and policy analysis.

Dr. Frederick Van Sant, Executive Director Rick Van Sant, an internationally known expert in the use of technology in education, became Executive Director of the Center for International Understanding in December 2014. Rick has lived all over the world, most recently in Abu Dhabi, where he served as Senior Education Strategist for Blackboard, a leading education technology company. With Blackboard, Rick traveled and worked for universities, governments, and industries in more than 25 countries. Prior to that he led development and implementation of a leading center for faculty professional development in the Arabian Gulf Region, based at Abu Dhabi University. He has spent more than 30 years in higher education, serving as a Full Professor and Associate Professor in both the United States and United Arab Emirates. Rick also has K-12 administrative experience, as a manager with the Minnesota Department of Education and as the head of USAID’s largest ever education reconstruction project in post war El Salvador. Early on in his career, Rick was a special education teacher. He earned his doctorate in Educational Leadership from Purdue University and holds a Master’s degree from the University of South Florida and Bachelor’s degree from UNC-Chapel Hill.

Brian White, Associate Director for China Programs Brian received a BSBA in International Business with a minor in Chinese Language in 2009 from Appalachian State University. Upon graduating, he moved to Shanghai, China to fill the role of UNC- Fudan University Liaison where he served as a representative of North Carolina’s 16 public universities, coordinating academic exchange programs, organizing faculty research trips, and facilitating communications between the UNC System and Fudan University. In 2010, Brian received a certificate in Chinese Language from Fudan University. Brian joined the Center for International Understanding in 2012 to fulfill the position of China Programs Assistant. In this role, Brian coordinates activities associated with the North Carolina Confucius Classrooms Collaborative which helps foster the P a g e | 23

development of Chinese language classrooms in K-12 schools throughout the state, as well as the China Partnerships Program which aims to promote communication and exchange between schools in North Carolina and China.

Rebecca Williams, China Programs Coordinator Rebecca earned her Bachelor’s degree in Psychology from UNC-Chapel Hill in 2007 and her Master’s degree in International Studies from North Carolina State University in 2011. She followed her Master’s degree with further studies in Chinese Language and Culture at Zhejiang University in Hangzhou, China. Rebecca joined the Center’s staff in January 2013 as the China Programs Coordinator, working with the China Programs team. Previous to the Center, Rebecca worked in various roles at East Carolina University’s Office of Education and the Innovative Nonprofit Solutions Group.

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Program Dates 2015-2016

May 2015 May 18-25: Latino Initiative for Policy Leaders to Mexico

July 2015 July 10-21: Global Teachers to Singapore/Malaysia

August 2015 Chinese Guest Teacher Orientation

September – November 2015 Jiangsu Principal Delegations

November 2015 Global Engagement Summit

February 2016 Latino Initiative for Farm Bureau

March 2016 Global Leaders to Singapore/Tokyo

June 2016 Global Teachers to South Africa

September 2016 Latino Initiative Leadership North Carolina program (tentative)

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NC Center for International Understanding Council Board of Directors Job Description Overview

The Center for International Understanding optimizes North Carolina’s global opportunities by leading travel programs, convening thought leaders, fostering selected initiatives and disseminating data with the aim of enhancing economic well-being and quality of life for all North Carolinians. We are a catalyst for the state’s international efforts among education, policy, and business organizations. CIU works to ensure that North Carolina is a national leader in developing and maintaining its capacity to succeed in a diverse, complex, and dynamic world.

CIU is a public service program of The University of North Carolina General Administration. The NC Center for International Understanding Council Inc.—a separate 501(c)(3) non-profit—was incorporated in 1979, and was organized for the purpose of supporting CIU.

The CIU Council is board-led and staff-run. The purpose of the board is to develop strategies for growth, cultivate supporters and advise on policy issues. Selection as a director attests to the individual’s personal commitment to the mission of CIU, and his/her willingness to work collectively with other volunteers and staff to insure the continuing growth and success of programs and projects aimed toward fulfilling the mission.

Qualifications

Recommendations for board membership come from multiple sources. Successful candidates exhibit the following characteristics:

 A belief in the value of international engagement and experiential education,  Support for the mission, goals and objectives of CIU, and  A willingness to commit time, energy and leadership to the fund raising, friend raising, and operation of CIU programs and activities.

Term of Office Directors are elected for three-year terms. Two consecutive terms may be served.

Specific Expectations of Individual Directors

1. Hold as a high priority attendance at the four board meetings each year.

2. Participate in committees, events and activities.

3. Provide personal financial and in-kind support to CIU annually and for special projects and campaigns at a level commensurate with capacity. P a g e | 26

4. Commit to work with the Executive Director, staff and other volunteers in influencing other individuals, corporations and partners to help support the mission of CIU.

5. Assist in efforts to identify and cultivate potential donors and supporters.

6. Use his/her circle of influence to set up and host periodic occasions with staff support that will provide cultivation and fund raising opportunities.

7. Review materials, become knowledgeable of the programs and objectives of CIU and serve as ambassador in your personal circles of influence.

Time Commitment

Board meetings are held four times per year. Most meetings will be four hours in duration; however, on occasion, a day-long retreat may be convened. In addition, board committees may meet up to four times per year, often by telephone. You will also receive invitations to participate in CIU events and programs. Participation at some of these events, as it works within your schedule, will enrich your experience as a board member.

Orientation, Training and Reciprocal Commitment

Special orientation sessions will be held for new members, and on-going educational programs will be provided for all members as indicated. The Executive Director of CIU, as a regular part of each meeting’s agenda, will update the Board on activities in progress.

The success of the Center for International Understanding Council in securing support from former participants, friends, corporations and councils is vested in the commitment of its volunteer directors. All directors are assured of a strong commitment from CIU staff to provide information and expertise necessary for fulfilling these responsibilities.

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THE CENTER FOR INTERNATIONAL UNDERSTANDING COUNCIL Board of Directors 2015-2016

Leslie Boney (ex officio) Chia Chi Alan Gordon VP, International, Community, and Market Development Executive - US Alan Gordon Immigration Law Economic Engagement East Region & Asian Constituent, Managing Attorney UNC-General Administration IBM 1018 East Blvd., Suite 7 PO Box 6485 218 South Main Street Charlotte NC USA 28203 704-332-2555(O); 704-560-3531(C) Chapel Hill, NC 27515 Wake Forest, NC 27587 704-377-1172(F) 919- 843-7338(O); 919- 962-5463(F) 720-396-2139(O); 919-452-4444(C) [email protected] [email protected] [email protected]

[email protected] Heather Graham Anita Brown-Graham, Secretary Education Consultant Director, Institute for Emerging Issues Jean Davis 611 Watts Street 1017 Main Campus Drive President and CEO Durham, NC 27701 Partners 1 Building, Suite 1600 Microelectronics Center of NC 919-381-6328(H); 202-487-4288(C) Raleigh, NC 27695 PO Box 12889, 3021 E. Cornwallis [email protected] 919-515-7741(O); 919-513-7535(F) Road [email protected] Research Triangle Park, NC 27709 Moise Khayrallah, Chair [email protected] CEO, Aerial BioPharma, LLC Peter Brunstetter 919-248-1900(O) 9001 Aerial Center Parkway, Suite Chief Legal Officer 110 Novant Health Jim Fain, Vice Chair Morrisville, NC 27560 2085 Frontis Plaza Boulevard Principal, Reid Street Consulting 919-460-9500 x 202(O); 919-599- Winston-Salem, NC 27103 1909 Reid Street, Raleigh, N.C. 4381(C); 919-677-9197(H) [email protected] 27608 [email protected]

[email protected] Tony Caravano 919-833-6833(H); 919-624-031(C) Wayne McDevitt National Sales Director NC State Board of Education The Compass Group Ted Fiske P.O. Box 63 319 Fayetteville Street, Unit 203 Author, former New York Times Marshall, NC 28753 Raleigh, NC 27601 Education Writer 828-649-2144(H) 919-609-8547(C) 1723 Tisdale Street [email protected] [email protected] Durham, NC 27705

919-493-9476 (O); 919-493-9476 (F) Cris Mulder Swadesh Chatterjee [email protected] VP Communications and Marketing President, Chatterjee & Associates Knowledge Works Foundation 1000 Crescent Green, Suite 100 Ann Goodnight 1019 Yellow Birch Drive Cary, NC 27511 SAS Cary, NC 27519 919- 854-1175(O); 919- 233-1533(F) 100 SAS Campus Drive 919-760-7883(C) [email protected] Cary, NC 27513 [email protected]

919-677-8000 x7351(O); 919- 677-

4444(F)

[email protected]

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Hari H. Nath (ex officio) Marcus B. Schaefer, Treasurer Board of Governors, President and CEO, Term 2011 – 2015 Truliant Federal Credit Union 102 Loch Stone Lane 3200 Truliant Way Cary, NC 27518 Winston-Salem, NC 27103 919-803-0478(H) 336-918-0012 (C); 336-293-2001(O); [email protected] 336-659-2424(H); 336-659-5300(F) [email protected] Wil Neumann Consultant Cosette J. Serabjit-Singh Secure Exchange Solutions Pharmaceutical Research Scientist, ret. 3215 Grange Court 2612 Scarlet Sage Court Belmont, NC 28012 Raleigh, NC 27613 704-825-4077(H); 704-451-1551(C) 919-621-4876(C); 919 -846- 9155(H) [email protected] [email protected]

Jennifer G. Parser Pell Tanner Poyner Spruill, LLP CEO, Tanner Companies 301 Fayetteville Street, Suite 1900 P.O. Box 887 Raleigh, NC 27601 Rutherfordton, NC 28139 919-783-2955(O); 919-665-7993(H) 828-286-4945(H); 828-287-4205(O) 919-665-7993(C) 828-429-7755(C) [email protected] [email protected] [email protected] Kevin Trapani Jose A. Perez CEO, The Redwoods Group Director, Global Markets 2801 Slater Rd., suite 220 iConsulting Morrisville, NC 27650 102 Barnhill Place 919-868-9696(H); 919-462-9731(O) Chapel Hill, NC 27514 919-931-6316(C); 919-481-6478(F) 786-417-4470(C); 919-240-5265(H) [email protected] [email protected] Joe B. Whitehead, Jr. Therence Pickett Provost and Vice Chancellor for Academic Affairs and Vice President, General Counsel & Secretary of Volvo Chief Academic Officer at NC A&T State University Group North America LLC and Mack Trucks Inc. 1601 E. Market Street 7900 National Service Rd. Greensboro, NC 27411 Greensboro, NC 336.334.7965 (O) [email protected] 336.334.7136 (F) [email protected]

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THE CENTER FOR INTERNATIONAL UNDERSTANDING COUNCIL Board of Directors Brief Biographies 2015-2016

Leslie Boney serves as the UNC System’s Vice President for International, Economic and Community Engagement. His duties include serving as key staff support to the President on economic development issues. Prior to joining UNC, Mr. Boney was a senior associate with MDC, Inc., a nonprofit research firm specializing in economic and workforce development. In earlier positions, he was executive director of Policy, Research and Strategic Planning for the North Carolina Department of Commerce and staff director for the 25-member North Carolina Rural Prosperity Task Force. He currently serves as the University’s representative on the N.C. Economic Development Board and the board of the NC Biotechnology Center and on the North Carolina Food Bank Advisory Council. He received his B.A. in English and psychology from Amherst College. He is a native of Wilmington, NC and lives in Raleigh with his wife and twin children. Mr. Boney participated in the Center’s Global Engagement Initiative program to Mexico in 2008 and moderated the Center’s Global Engagement Summit. (Ex Officio) Chapel Hill

Anita Brown-Graham, J.D., joined the Institute for Emerging Issues (IEI) as director in January 2007. Anita leads IEI’s programs of work around public policy initiatives that include healthcare, economic development, tax and finance modernization, energy and the environment, and higher education. Before joining IEI, she served as a Professor of Law and Government at the University of North Carolina- Chapel Hill’s School of Government, where for 12 years she provided significant training for state and local officials, and wrote books and articles focused on developing the economic base of distressed communities. She serves as a Trustee of the Z. Smith Reynolds Foundation and is active on boards of several not-for-profit organizations. She participated in the Latino Initiative for Foundation and Corporate Leaders in 2003. (Term ends 2017) Raleigh

Peter Brunstetter is the Executive Vice President and Chief Legal Officer of Novant Health, Inc. Prior to joining Novant, he was a Partner in the law firm of Womble Carlyle Sandridge & Rice, LLP. He received his J.D. from the University of Virginia in 1984 and was awarded Order of the Coif. He received his B.A. degree from Tulane University in 1977. Mr. Brunstetter previously served as a member of the North Carolina State Senate serving the 31st District of Forsyth and Yadkin Counties, serving as Co-Chair of the Appropriations Committee, Chair of the Judiciary I Committee and Vice Chair of the Rules Committee. Mr. Brunstetter was a member of the Forsyth County Board of Commissioners from 1991-2004, serving as Chairman of the Board from 1994 to 2004. Mr. Brunstetter is the former Chairman of the Board of Trustees for Novant Health, Inc., and former Chairman of the Board of the YMCAs of Northwest North Carolina. Mr. Brunstetter is a former member of the Boards of Visitors of UNC Chapel Hill, NC State University and UNC Wilmington. He is a former Adjunct Professor at Elon University School of Law. Mr. Brunstetter is a recipient of the Dr. I. Beverly Lake Public Service Award presented by the North Carolina Bar Association. Mr. Brunstetter served on active duty in the United States Navy from 1977 to 1981, including service on the commissioning crew of the USS BRISCOE (DD 977). Mr. Brunstetter P a g e | 30

resigned his commission from the Naval Reserve in 1990, with the rank of Lieutenant Commander. Mr. Brunstetter and his wife, Jodie, have four children, three of whom have served or are currently on active duty with the U.S. Marine Corps. He is a licensed pilot and avid motorcyclist. (Term ends 2018) Winston Salem

Tony Caravano grew up in a military family, spending most of his youth in Florida. He graduated from NC State University in 2004 and had the privilege to serve as Student Body President for two terms and was a Caldwell Fellow. After graduation, Tony worked for the President Pro Tem of the North Carolina Senate, followed by a role with the University of North Carolina System on a strategic planning process called UNC Tomorrow. He was Deputy State Director with US Senator Kay Hagan in Raleigh before becoming National Sales Director for Higher Education with Compass Group USA, one of the nation’s leaders in food service management. He was an ex-officio member of the Center’s board representing President Erskine Bowles during his work at UNC-GA. (Term ends 2017) Raleigh

Swadesh Chatterjee is CEO, Swadesh Chatterjee & Associates, Inc. A businessman and entrepreneur who founded and operated an industrial instrumentation company in North Carolina, he is one of the co-founders and past-presidents of TiE Carolinas, a group of business people whose primary goal is to develop and assist fledgling entrepreneurs. He is on the Advisory Board for International and Area studies at the University of North Carolina in Chapel Hill, and a member of the Board of Directors for TCG Life Sciences, a group of professional advisors and “implementers” who specialize in business and market development for pharmaceutical, biotechnology, medical device and other life science companies worldwide. In January 2009 Mr. Chatterjee was inducted as a member of the Prime Minister’s Global Advisory Council of People of Indian Origin. Mr. Chatterjee was conferred the Padma Bhushan, one of India's highest civilian awards, by the president of India in 2001, in the public affairs category in the US for building bridges between US and India. He has a B.S. in physics from Calcutta University and a B.S. in instrumentation and electronic engineering from Jadavpur University. He received his MBA Degree from North Carolina State University. His wife is a practicing Physician. Swadesh, his wife Manjusri, daughter Sohini and son Souvik reside in Cary. He served on the Center’s Innovation Task Force in 2008. (Term ends 2015) Cary

Chia Chi is a Market Development Executive at IBM Corporation. She is responsible for developing B2B marketplace with a focus on businesses owned or operated by Asians, Blacks, Hispanics, Native Americans and Women in the U.S. and women-owned business in Asia. Mrs. Chi started her career with IBM as a computer programmer in 1987. She moved up to global project management role after 3 years. With a passion for marketing, Mrs. Chi transitioned to marketing roles in 1996. She held various marketing strategy, product marketing and market development positions at IBM and is part of the IBM Global Diversity Business Leadership initiative council. Mrs. Chi represents IBM at various Chambers of Commerce and non-profit technology organizations around the country. She sits on the board of advisor at the Silicon Valley – China Wireless Technology Association and a committee member on the BrainTrust Committee for the US Pan Asian American Chamber of Commerce. She also represents IBM the Technology Board for the Council for Entrepreneur Development’s 2013 Technology Conference. P a g e | 31

Mrs. Chi received her master degree in Computer Science from Rutgers University. She is married with two adult children. (Term ends 2016) Wake Forest

Jean Davis is president and CEO of MCNC, the technology nonprofit that builds, owns, and operates the North Carolina Research and Education Network (NCREN). Her love for technology and passion for economic development helps ensure MCNC provides the highest level of broadband connectivity and network services for North Carolina’s research, education, non-profit health care, and other community institutions. Jean background includes experience in government, corporate and entrepreneurial worlds with leadership experience in entrepreneurial ventures, executive management, global sales, and technology operations with over 25 years successful leadership experience. She joined MCNC from the N.C. Department of Commerce where served as COO and Executive Director of Business, Industry and Trade, directing efforts toward the creation and retention of high-quality jobs by attracting new businesses and supporting existing ones all over the state. Prior to joining Commerce, Jean was a partner at Empire Properties, and the co-founder/owner of Serentec, Inc., a regulatory compliance firm which was sold to Lloyds Registry, UK in 2003. Jean also held progressive international positions at IBM, Computer Digest Magazine and McGraw Hill. Jean spent eight years living and working in Europe and has extensive experience in building business operations in Asia, Europe and South America. Jean is a 2005 Eisenhower Fellow and 2009 Henry Toll Fellow. She received her undergraduate honors degree in Political Science and Business Administration at New England College in Arundel, England and her Master’s degree from the Fletcher School of Law and Diplomacy at Tufts University in Boston. (Term ends 2018) Raleigh

Jim Fain is President and CEO of the N. C. Global TransPark, a position he assumed June 1, 2011. Before joining TransPark, he was a business consultant at KDI Capital Partners, LLC, where he assisted with marketing and client relationship activities. Prior to his work with the Department of Commerce as the longest serving N.C. Secretary of Commerce (2001-2008), he enjoyed a 24 year career with First Union National Bank. His banking assignments included positions in the International Division and Corporate Banking in Charlotte, as Corporate Banking Manager and City Executive in the High Point and Triangle Region, and an Executive in Raleigh. Fain earned a B.A. and M.B.A. degree from UNC-CH and was inducted into Beta Gamma Sigma while at the Kenan-Flagler Business School. He and wife, Peggy, have two children, Catherine and John. (Term ends 2015) Raleigh

Edward B. Fiske, founder and editor of the Fiske Guide to Colleges and former Education Editor of the New York Times, is known around the world for his writing. He established the guide in 1982 when he sensed the need for a publication that would students and parents navigate the complex college admissions scene. The guide immediately became a standard part of college admissions literature and is now the country’s best-selling college guide. He has also co-authored several other books including Fiske Guide to Getting Into the Right College and Nailing the New SAT. Teaming up with wife Helen F. Ladd, he completed 3 other major projects: When Schools Compete: A Cautionary Tale (2010), a book on New Zealand’s parental choice and completion in the delivery of public education; Elusive Equity: Education Reform in Post-Apartheid South Africa (2004), a study on South Africa’s effort to create a democratic P a g e | 32

state education system; and finally, published a South African paperback of this work in 2005. Fiske has previously served three terms on the Council’s board of Directors, and most recently served as Chair of the Transition Committee. (Term ends 2018) Durham

Ann B. Goodnight serves as Director of Community Relations at SAS. She is a member of the Board of Governors of the University of North Carolina system and the National Advisory Board for the William and Ida Friday Institute for Educational Innovation at North Carolina State University, where she was a former trustee. Ms. Goodnight is also a co-founder and board member of Cary Academy and serves on the board of the NC Public School Forum and the NC New Schools Project. She is past chair of the WeBuildPeople campaign, for the YMCA of the Triangle and is a trustee for Wake Education Partnership. She serves on the Board of Directors for High Five Regional Partnership and the North Carolina Chamber of Commerce. She is also on the Board of Advisors for the Triangle Leadership Academy and is a Trustee with the North Carolina Museum of Art. Ms. Goodnight served on the Center’s Innovation Task Force in 2008 and she participated in the Learning from Finland initiative in 2011 (Term ends 2015). Cary

Alan Gordon is a Board Certified Immigration Specialist in accordance with The State Bar of North Carolina Board of Legal Specialization. Alan Gordon Immigration Law in Charlotte, North Carolina represents corporate and individual clients worldwide. In the summer of 2005, Charlotte Mayor Pat McCrory, now the Governor of North Carolina, selected Mr. Gordon to be the Chairman of the Mayor’s Immigration Study Commission. Mr. Gordon has served on numerous boards and in numerous international organizations. In 2007 he was made an honorary member of International Scholars of the Mu Chapter of the Phi Beta Delta Honor Society at UNC-Charlotte. He was awarded the Citizen Lawyer Award by the North Carolina Bar Association in 2007. He was recognized as the “Best Immigration Attorney” by Charlotte Magazine (August 1999 – 2003, and 2012) and his peers voted him one of “The Best Lawyers in America” (2001 – 2012). (Term ends 2017) Charlotte

Heather Graham is currently a consultant to non-profit and philanthropic organizations. Her recent projects include advising a major national foundation on its potential investment strategy in six states and providing strategic consulting to DonorsChoose.org, a national on-line charity that promotes citizen philanthropy to improve education. Until 2009, she served as a program officer with the Bill & Melinda Gates Foundation, where she led advocacy and policy grant making in the southeastern United States with a focus on North Carolina. Prior to joining the Gates Foundation, Heather was a vice president with Teach For America. She also served as a White House Fellow assigned to the Domestic Policy Council, where she focused on domestic and international service. Heather holds a master’s in public affairs from the Woodrow Wilson School at Princeton University and a bachelor’s degree with honors from the University of Wisconsin, Madison. She lives in Durham with her husband, Christopher Gergen, and their two children. (Term ends 2016) Durham

Dr. Moise Khayrallah has been involved in drug development for over 25 years in both executive and R&D positions. He is presently CEO of Aerial BioPharma, his third biopharmaceutical holding company focused on developing drugs for CNS disorders. Prior to that, he held leadership positions in pharmaceutical and contract research companies including Lineberry Research Associates (later Constella Group) and Burroughs Wellcome (now GlaxoSmithKline). Khayrallah is also actively involved in P a g e | 33

the entrepreneurial networks in RTP. He is a Board member of the Center for Entrepreneurial Development (CED) and works actively with Center members as well as the NC Biotechnology Center to enhance the entrepreneurial climate in NC. He is also the founder of the Khayrallah Program for Lebanese-American Studies at NC State University, a joint venture with the College of Humanities and Social Sciences that seeks to research, document, and present the history of Lebanese-Americans in North Carolina. Through a fund at Triangle Community Foundation, Khayrallah and his wife, Vera, also seek to assist multicultural and global programs. He holds a Ph.D. degree in psychology from UNC- Chapel Hill. (Term Ends 2015) Morrisville

Wayne McDevitt has served on the North Carolina State Board of Education since 2001, including serving as the Board’s Vice Chairman since June 2007. He is currently engaged in several business and entrepreneurial ventures that he began in 2006 after his retirement from state government, where he served as Senior Vice President for University Affairs for the University of North Carolina system, Senior Vice Chancellor at the University of North Carolina-Asheville, Chief of Staff to former North Carolina Governor Jim Hunt, and Secretary of the Department of Environment and Natural Resources. He participated on the Learning from China Program in 2004, the NC in the World Task Force in 2008, and recently went to China representing NC’s Confucius Classrooms in 2010. (Term ends 2014) Marshall

Cris Mulder Charbonneau serves as the Vice President of Communications and Marketing for KnowledgeWorks, an education social enterprise focused graduating college and career ready students. More recently, Mulder served as the Deputy Secretary of Communications for the North Carolina Department of Transportation where she led all communication efforts and was responsible for the strategic development, integration, and implementation of a broad range of public relations activities and integrated print and online communications; media relations; marketing; and public awareness and education programs. Prior to joining NCDOT, she was appointed to transform communication and outreach for the Wake County Public School System as their Chief Communications Officer. Cris launched the Office of Family and Community Engagement, implementing new and innovative ways for the school district to strengthen school-based parental engagement and community partnerships to increase student learning and development. Cris was also instrumental in the development and implementation of the repositioning of a 20+ year old brand and corporate marketing initiatives at VIF International Education as their Director of Marketing. There, she most notably created the communications and brand strategy for the Global School Network. Cris is a native of Portland, Oregon and a proud University of Oregon Duck where she earned a Bachelor of Arts in Journalism. Cris lives in Cary, North Carolina. She currently serves on the District 7 Board Advisory Council for the Wake County Board of Education and as a member of the marketing committee for the Wake Education Partnership. (Term ends 2017) Cary.

Hari Nath, a retired entrepreneur has been serving on the UNC Board of Governors for past two years. Mr. Nath recently served on the Governor McCrory’s Transition Advisory Committee. Currently he volunteers in the Governor’s Office. Since 1987, Mr. Nath was Founder and CEO of an IT management consulting firm Technology Planning and Management Corp (TPMC) with its Headquarter in RTP and offices on the east coast. Prior to founding TPMC Mr. Nath served in various technical and managerial capacity at UNISYS corporation, Ernst and Young and at the Commonwealth of Virginia. After the P a g e | 34

acquisition of TPMC by a large business in 2001, Mr. Nath has been serving the Cary community and children’s basic education and vocational education organizations in India and USA. .For past 12 years Mr. Nath has been involved with several non-profit organizations and the Boards and Commissions of the Town of Cary. .He currently serves on the Town of Cary Planning and Zoning Board. He has been associated for past 10 years with The Carying Place Inc. (TCP) as a member of the Board and currently serves as Chairman of the Board of Advisors. TCP is a non-profit organization that provides transitional housing in Cary for low income citizens of Wake County. Mr. Nath received his Master of Science degree in Industrial Engineering (Operations Research) from the University of Missouri, Columbia in 1971. Mr. Nath received BE (Mining Eng.) from the University of Jodhpur, Rajasthan India, He is married to Kalpana and has two married children Juhi in Singapore and Neil in Washington DC area. (Ex Officio) Cary

Wil Neumann was a member of the North Carolina House of Representatives, representing the Gaston County area form 2007-2011. He is a partner in several business ventures in the real estate and construction arena. Previous to this, he was an account executive and also a sales representative in the health care and information technology marketing industries. He is a community leader who serves on several boards. He participated on the 2009 Global Leaders program to China looking at economic development issues. As a result, he brought two Confucius Classrooms to Gaston County in 2010. (Term ends 2014) Belmont

Jennifer Godfrieda Parser is an immigration attorney at Poyner Spruill, LLP. She developed a business and family-based immigration practice, bringing experienced, multilingual (fluent French and English, some German) immigration capabilities in successful preparation of employment-based visas. At Governor Perdue's request, Parser researched and authored a White Paper on EB-5 Regional Centers for Foreign Investment, including analysis of North Carolina's particular attributes to attract same. Formerly, Parser was at Ward and Smith and also practiced in New York. Additionally, Parser served as Vice Chairman, board member and full-time paid Regional Director of the American Australian Association where she was responsible for overseeing bilateral educational post-doctoral fellowship programs, specifically Sir Keith Murdoch Foundation's exchange in life sciences and biotechnology between United States and Australia, Dame Joan Sutherland Fund for performing artists, Douglas Wiser Scholarships for New Zealand exchange in viticulture, preparing all nonimmigrant visa petitions relating thereto. She set up and ran AAA's Sydney office, overseeing a $25 million AUD to fund United States Studies Centre at Sydney University. Her volunteer activities include pro bono religious and political asylum representation and support of With Love from Jesus food bank. Currently, she also serves as an Executive Committee Member, Counsel and Corporate Secretary, at the Triangle Chapter of the British American Business Council of North Carolina, and Vice President, Government Liaison and co-Chair Speakers' Committee of the North Carolina Chinese Business Association. She received her law degree from Wake Forest University, B.A. from Dartmouth College. She is bilingual in French and English, conversational in German and Italian, and holds US and Italian (EU) dual national citizenship, and is half- Australian, half-Dutch by parentage. (Term ends 2016) Raleigh

José A. Pérez, a native of Guatemala, has been exposed to different cultures and countries during his professional career. He has lived and worked in Latin America, Europe, the Middle East and the USA. These experiences have enhanced the way he views the world and international opportunities. He is P a g e | 35

involved in several local and international organizations. José is the Director for Global Markets of iConsulting, an international management consulting company. He works with companies to expand into other markets and provide solutions to their global challenges. He has worked for several multinationals across industries in the areas of international business development and strategic marketing: at Novartis he worked in Product Management and developed the Marketing Intelligence Department; at Alberto Culver he re-structured the Marketing Department; at I.H.S. Group he was Country Manager of Spain, Portugal and Israel; and at Henry Schein he was responsible for International Corporate Accounts. José holds an MBA in International Business from the Thunderbird School of Global Management. (Term ends 2017) Chapel Hill

Therence Pickett serves as the Vice President, General Counsel & Secretary of Volvo Group North America, LLC and Mack Trucks, Inc., two affiliated leading manufacturers of heavy trucks, truck parts and transportation solutions. In this role, Therence and his dedicated team of in-house counsel, and other professionals, are responsible for the successful handling of all legal matters impacting the companies, in the United States, Canada and Mexico. Prior to joining the Volvo Group, Therence was in private practice with the law firm of McGuire Woods, in Richmond, Virginia, where he practiced in the area of state and local government law and was a member of the firm’s commercial litigation practice team. Before joining McGuire Woods, he served as a judicial law clerk to the Honorable Leroy R. Hassell, Justice of the Supreme Court of Virginia. In 2013, Therence was elected by the North Carolina State Senate as a member of the University of North Carolina Board of Governors. He is also a Board member of the Union Square Campus, Inc., a collaboration of businesses, foundations and higher education institutions in Greensboro, NC that seeks to develop the city’s educational assets into economic success. He is a former board member of the North Carolina Zoological Society and has served, both as a volunteer and board member, for several other community charitable, non-profit organizations. Therence is a graduate of North Carolina State University, where he earned dual degrees in Economics and Business Management, and attended the Duke University School of Law, where he earned his law degree. Therence and his family reside in Greensboro, North Carolina. (Term ends 2018). Greensboro

Marcus Schaefer has served as President and CEO of Truliant Federal Credit Union since 1995. Truliant, a member-owned financial cooperative, was chartered in 1952 to serve the employees of Western Electric. Today, Truliant provides affordable financial services to over 180,000 member-owners in the Piedmont Triad, surrounding communities and, to more than 850 employers and their employees. Schaefer currently serves as chair of the Winston-Salem Chamber of Commerce. He also serves on the Small Business Technology Development Center (SBTDC) Advisory Board for the Triad Region that provides management counseling and educational services to small and mid-sized businesses throughout North Carolina. In addition, he serves on the Board of the Downtown Winston Salem Partnership (DWSP), the DWSP Foundation Board, and the Committee pursuing the Business Improvement District initiative for the DWSP. He received a master’s degree in international business from Thunderbird School of Global Management. (Term ends 2016) Winston-Salem

Cosette Serabjit- Cosette is a biomedical research scientist and former pharmaceutical company executive, is a 40 year veteran of the Research Triangle Park, NC whose growth and complexity was in concert with the development of her career and thriving family. While committed to her adopted state P a g e | 36

of North Carolina, her professional experience in academia, as a federal research scientist and a leader in the private sector, has enhanced her international perspective that has roots in her primary and secondary education overseas. She was born in Chicago, Illinois and has lived in Florida, India, Jamaica and New York. She completed her graduate degree in North Carolina and has travelled extensively for business and recreation. She has a strong interest in progressive, globally significant and sustainable development that will position North Carolina well for the benefit of all our children and grandchildren. (Term ends 2016). Raleigh

Pell Tanner represents the third generation of his family to operate Tanner Companies, LLC, becoming the CEO in 2002. He spent most of his career with Tanner developing an expertise in global supply chain logistics. Over the past 10 years he has been directly responsible for the Company transitioning its manufacturing operations to the Far East, sourcing its fabric through global markets, from Italy to Japan, while maintaining the Company’s strategic functions of apparel design, technical planning and sourcing operations, and administrative functions in the United States. He is a graduate of UNC-CH. He lives in Rutherfordton, NC with his wife, Nancy. They have three children, Millie, Allie and Ruffin. (Term Ends 2013) Rutherfordton

Kevin Trapani is president and CEO of The Redwoods Group, an insurance provider dedicated to protecting YMCAs, Jewish Community Centers and nonprofit resident camps around the nation. He also is president of The Redwoods Group Foundation. Prior to forming The Redwoods Group in 1997, Kevin held executive vice president and other senior leadership positions at various other insurance companies. He is chair of the Community Advisory Board of North Carolina Public Radio and is a member of the Advisory Committee for Duke’s Center for the Advancement of Social Entrepreneurship in addition to serving on other state and local boards. Kevin participated in the Latino Initiative for Triangle-area leaders in 2010. (Term ends 2014) Chapel Hill

Joe B. Whitehead, Jr is the Provost and Vice Chancellor for Academic Affairs and Chief Academic Officer at North Carolina A&T State University (NCA&T). Dr. Whitehead serves as a key member of the Chancellor’s cabinet. He provides leadership and direction for all academic programs and works closely with internal and external constituents to promote the quality achievement of strategic outcomes. Dr. Whitehead received his B.S. degree in Physics from Delta State University (1983) and his M.A. (1985) and Ph.D. (1989) in Physics from Kent State University where he performed his doctoral research at the Liquid Crystal Institute. After graduation from Kent State University in 1989, he was a research scientist at Georgia Tech Research Institute for one year prior to an appointment as an assistant professor in the Department of Physics and Astronomy at the University of Southern Mississippi. Dr. Whitehead’s administrative appointments include Chair of the Department of Physics and Astronomy, Associate Dean and Dean of the College of Science and Technology at the University of Southern Mississippi. He is the recipient of the Kent State University’s 2001 Institutional Diversity New Millennium Alumni Award and a member of Delta State University Alumni Hall of Fame. Dr. Whitehead is a native of Picayune, Mississippi and is married with two children. (Term ends 2018) Greensboro

P a g e | 37

Center for International Understanding Council Board of Directors, Terms of Service

Board Members FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 20117 FY 2018

Anita Brown-Graham- Secretary 1st Term 2nd Term

Tony Caravano 1st Term 2nd Term

Swadesh Chatterjee 1st Term 2nd Term Invited to continue

Chia Chi 1st Term

Dianne English 2nd Term 3rd Term End of Service

Jim Fain- Vice Chair 1st Term 2nd Term

Ted Fiske 3rd Term 1st Term 2nd Term

Ann B. Goodnight 1st Term 2nd Term 3rd Term

Heather Graham 1st Term 2nd Term

Moise Khayrallah - Chair 1st Term 2nd Term

Wayne McDevitt 1st Term 2nd Term

Tom McGuire 2nd Term 3rd Term End of Service

Wil Neumann- Treasurer 1st Term 2nd Term

Jennifer Parser 1st Term

Carlos Sanchez 1st Term 2nd Term End of Service

Marc Schaefer 1st Term

Cosette Serabjit-Singh 1st Term

Pell Tanner 2nd Term 3rd Term

Kevin Trapani 1st Term 2nd Term

Susie Ward 2nd Term 3rd Term End of Service

Eddie West 1st Term End of Service

Leslie Boney (ex-officio, UNC Rep)

Frederick Van Sant (ex-officio, NCCIU)

Hari Nath (ex-officio) UNC BOG Invited to join Board

(ex-officio) UNC BOG Jean Davis 1st Term

Pete Brunstetter 1st Term

Joe Whitehead Jr. 1st Term

Therence Pickett 1st Term P a g e | 38

P a g e | 39

BYLAWS

THE NORTH CAROLINA CENTER FOR INTERNATIONAL UNDERSTANDING COUNCIL, INC.

ARTICLE I NAME AND PURPOSES

The name of this organization is THE NORTH CAROLINA CENTER FOR INTERNATIONAL UNDERSTANDING COUNCIL, INC.

The corporation is organized exclusively for charitable, educational, and scientific objects and purposes that are for the sole benefit of the North Carolina Center for International Understanding. These objects and purposes include, but are not limited to, the following specific objects and purposes:

A. To aid, support and promote educational, scientific and charitable endeavors of The North Carolina Center for International Understanding.

B. To organize and promote international education through exchange programs, training programs, educational programs and other projects.

C. To promote and implement partnerships with governmental and non-profit organizations and universities, where such partnership will enhance cultural awareness or educational programming.

D. To provide resource assistance to international educational and/or scientific programs of benefit to The North Carolina Center for International Understanding.

E. To solicit, acquire, receive, hold, invest, reinvest, sell, transfer, exchange, administer and manage property of all kinds for the benefit of the North Carolina Center for International Understanding and to make expenditures to and for the benefit of the North Carolina Center for International Understanding.

F. To do any and all acts and things which may be deemed desirable or expedient for the benefit of The North Carolina Center for International Understanding, its programs, employees, staff, agents and volunteers.

The corporation is not organized for the pecuniary profit of its directors or members; nor may it issue stock nor declare nor distribute dividends, and no part of its net income shall inure to the benefit of any director, officer or member; and any balance of money or assets remaining after the full payment of corporate obligations of all and any kinds shall be devoted solely to the promotion of its purposes. In the event of dissolution of the corporation, any assets remaining will be distributed pursuant to Article XI. P a g e | 40

In furtherance of the foregoing purposes, the Board of Directors of the Council shall consult from time to time with the director of the Center to determine effective and efficient means of implementing the policies, goals, and objectives of the University of North Carolina (the “University”). The Council shall not use the Center’s name or refer to its operations in any fund-raising activities without the prior approval of the director of the Center.

ARTICLE II OFFICES

Section 1. Principal Office: The principal office of the Council shall be 68 T.W. Alexander Dr. (PO Box 13628) RTP, North Carolina 27709

Section 2. Registered Office and Agent: The registered office of the Council shall be the same as its principal office. The registered agent at such office shall be the person named in the Council’s articles of incorporation.

Section 3. Other Offices: The Council may have other offices, 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 Council may require.

ARTICLE III BOARD OF DIRECTORS

Section 1. General Powers: The governing body of the Council shall be known as The North Carolina Center for International Understanding Council Board of Directors, and the affairs of the Council shall be managed by the Board of Directors. The Council shall have no general membership.

Section 2. Number, Tenure, and Qualification: The Board of Directors shall consist of not less than twelve (12) or more than thirty (30) directors. In addition, there shall be three (3) ex officio non-voting directors. The first shall be the President of the University of North Carolina or his/her designee. The second shall be a member of the University of North Carolina’s Board of Governors as designated by the Chair of the Board of Governors. The third shall be the Executive Director of the North Carolina Center for International Understanding. Directors need not be residents of North Carolina. The Board members shall be divided into three classes, as nearly equal in number as the then total number of directors (other than ex-officio directors) permits. The terms of office shall be three years. Elections shall be held at the annual meeting of the Board of Directors, with terms of service beginning at the start of the next fiscal year. Directors may be elected for two consecutive three-year terms.

Section 3. Regular Meetings: The meetings of the Board of Directors may be held at the Council’s principal office or at such other place as shall be designated in the notice of the meeting. Regular meetings of the Board of Directors shall be held no less often than semi-annually, at a time and place designated in the notice of the meeting. The last regular meeting of the fiscal year shall be the annual meeting of the Board of Directors. The annual meeting shall also serve the purpose of electing officers. P a g e | 41

Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the chair or any two directors. The person or persons authorized to call a special meeting of the board may fix the time and place of the meeting.

Section 5. Notice: Notice of all regular and special meetings of the Board of Directors shall be given at least ten days in advance by written notice to each director at the director’s address as shown by the records of the Council. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a properly addressed and sealed envelope. If notice is sent electronically, the notice shall be deemed to be delivered when it is sent by electronic means. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of the 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 or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of the meeting, unless specifically required by law or by these bylaws.

Section 6. Informal Action by Directors: Action taken by a majority of the directors, or by a majority of the members of a committee, without a meeting held in accordance with these bylaws, is nevertheless deemed to be action of the board or said committee, if written consent to the action in question is signed by all the directors or members of said committee, as the case may be, and filed with the minutes of the proceedings of the board or committee, whether done before or after the action so taken.

Section 7. Meeting by Conference Call: Any one or more directors may participate in a meeting of the Board of Directors or a committee by means of a conference telephone or similar communications device that allows all persons participating in the meeting to hear each other, and such participation in a meeting shall be deemed presence in person at the meeting.

Section 8. Quorum; Voting: A majority of the Board of Directors shall constitute a quorum for the transaction of business. Each director, excluding each ex-officio director, shall be entitled to one vote. A director who is not present at any regular or special meeting may designate a representative to attend the meeting, but the representative shall not be entitled to vote or be considered in determining the presence of a quorum.

Section 9. Vacancies: Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors at a regular or special meeting from among nominees recommended by the Governance Committee. A director elected to fill a vacancy shall be elected to serve the un-expired term of the director’s predecessor in office.

Section 10. Compensation: The directors of the Council shall not receive any compensation for their services as directors but, by resolution of the Board of Directors, a director may be reimbursed for reasonable expenses incurred on behalf of the Council or incurred as a result of service as a director.

Section 11. Attendance: Each member of the Board of Directors who fails, for any reason other than ill health or service in the interest of the state or the nation, to attend three consecutive P a g e | 42

regular meetings of the Board of Directors, shall be deemed to have resigned from the Board of Directors.

ARTICLE IV COMMITTEES OF THE BOARD OF DIRECTORS

Section 1. The affairs of the corporation shall be managed by its board of directors. The board of directors shall have the power to appoint other committees as they deem necessary.

Section 2. Executive Committee: The Board of Directors shall appoint an Executive Committee consisting of the chair of the Board of Directors, the vice chair of the Board of Directors, the treasurer of the Board of Directors, the Executive Director of the Center, the Secretary of the Board of Directors, the chairs of the standing committees, and such other members as the chair designates.

a) Powers and Duties: Subject to the limitations and restrictions imposed by law, the Executive Committee may exercise all the powers of the Board of Directors during intervals between meetings of the board, including the power to authorize the execution of contracts, deeds, leases, and other agreements respecting real or personal property; provided, however, that the Executive Committee shall allocate funds of the Council only in unusual circumstances when it is not feasible for the allocation to be considered by the full Board of Directors on a timely basis, it being the intent of these bylaws that the Board of Directors shall have primary responsibility and authority with respect to the allocation of funds of the Council. b) Chair: The chair of the Council shall serve as chair of the Executive Committee. The Executive Committee shall meet upon the call of the chair, or upon the call of any two of its members. c) Quorum: A majority of the Executive Committee shall constitute a quorum.

Section 3. Development Committee: The chair of the Board of Directors shall appoint a Development Committee consisting of the chair and not less than one other member. The principal duties and responsibilities of the Development Committee shall be to represent the Council in all matters pertaining to Council fundraising and all transactions involving real property.

Section 4. Finance Committee: The chair of the Board of Directors shall appoint a Finance Committee consisting the treasurer of the Board, who shall act as the chair, and not less than one other member. The principal duties of the Finance Committee shall be to review budgets prepared by staff, to report to the Board any financial irregularities or concerns, to advise the Executive Director and staff on financial priorities, and to recommend selection of the auditor and work with the auditor in all matters pertaining to the annual audit.

Section 5. Governance Committee: The chair of the Board of Directors shall appoint a Governance Committee consisting of the chair, and not less than one other board member. The Governance Committee shall act as the nominating committee and consider all individuals recommended by the incumbent directors for nomination to the board and may also consider other individuals whom it determines are qualified to serve as directors of the Council and to P a g e | 43

advance its purposes. The principal duties and responsibilities of the Governance Committee shall be to conduct bylaw review, and to recommend policies and procedures.

Section 6. Program Committee: The chair of the Board of Directors shall appoint a Program Committee consisting of the chair and not less than one other member. The principal duties and responsibilities of the Program Committee shall be to oversee new program development, and to monitor and assess existing programs as well as to initiate and guide program evaluations.

Section 7. Marketing / Communications Committee: The chair of the Board of Directors shall appoint a Marketing / Communications Committee consisting of the chair and not less than one other member. The principal duties and responsibilities of the Marketing / Communications Committee shall be to oversee marketing and communications of the Council, and to assess existing efforts as well as to initiate and guide marketing and communications evaluations.

Section 8. Other Committees: The chair of the Board of Directors may appoint such other committees as it determines to be necessary or convenient for the conduct of the affairs of the Council.

Section 9. Meetings: The Executive Committee, the Development Committee, the Governance Committee, and all other committees shall present a report on their meetings to the Board of Directors.

ARTICLE V OFFICERS

Section 1. Number: The officers of the Council shall consist of a chair, a vice-chair, a treasurer, a secretary and such other officers as may be appointed or elected from time to time by the Board of Directors. The same individual may simultaneously hold more than one office, but no individual may act in more than one capacity where action of two or more officers is required.

Section 2. Election and Term: The officers of the Council shall be elected at the annual meeting. Each officer shall hold office for a period of one year, and may be reelected to one additional term, or until the officer’s death, resignation, retirement, removal, disqualification, or until the officer’s successor is elected and qualified.

Section 3. Removal: Any officer or agent elected or appointed by the directors may be removed by the Board of Directors with or without cause, at any regular or special meeting.

Section 4. Chair: The chair shall preside at all meetings of the Board of Directors and the Executive Committee. The chair shall have general charge of and control over the affairs of the Council, subject to such regulations and restrictions as these bylaws or the Board of Directors shall from time to time determine. In general, the chair shall perform all duties incident to the office of chair and such other duties as from time to time may be prescribed by the Board of Directors.

Section 5. Vice-Chair: In the absence of the chair or in event of the chair’s inability or refusal to act, the vice-chair shall perform the duties of the chair, and so acting, shall have all the powers P a g e | 44

of the chair. The vice-chair shall serve as chair-elect and shall be nominated to serve as chair after a period of one year. The vice-chair shall perform such other duties as from time to time may be assigned by the chair or by the Board of Directors.

Section 6. Treasurer: The treasurer shall perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the chair or by the Board of Directors.

Section 7. Secretary: The secretary, or his/her designee, shall act as secretary at all meetings of the Board, and of the committees of the Board and to record the proceedings of such meetings in a book or books to be kept for that purpose. The Secretary shall, when requested, counsel with and advise the other officers of the Council and shall perform such other duties as the Board may from time to time determine.

Section 8. Vacancies: Any vacancy in any office shall be filled by the Nominating or Executive Committee, who shall present and nominate officers for appointment to the board of directors, and any individual elected to fill such a vacancy shall serve until the next following annual meeting of directors and until his or her successor shall assume office.

Section 9. No officer shall receive, directly or indirectly, any salary or compensation or remuneration from the corporation, but reimbursement may be made for actual expenses when authorized by the board.

ARTICLE VI INDEMNIFICATION

Section 1. Action by Persons Other Than the Corporation. The corporation shall indemnify and hold harmless any person who was or is a party, or is threatened to be made a party to, any threatened, pending or completed claim, action, suit or proceeding, or investigation, whether civil, criminal or administrative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, he or she had not reasonable cause to believe his conduct was unlawful.

Section 2. Actions or in the Name of the Corporation. The corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if he or she acted in good faith and in a manner he or she reasonably P a g e | 45

believed to be in or not opposed to the best interest of the corporation; except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense which the court shall deem proper.

Section 3. Successful Defense. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he or she shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 4. Authorization of Indemnification. Any indemnification under Sections 1 and 2 of this Article VI shall be made by the corporation only as authorized in the specific case upon determination that indemnification for the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 and 2. Such determinations shall be made:

1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or 2) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by the independent legal counsel then employed by the corporation, in a written opinion.

Section 5. Insurance. The corporation may purchase and maintain insurance on behalf of any person who 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, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her or incurred by him or her in any such capacity, or arising out of status as such, whether or not the corporation would have power to indemnify him or her against such liability under the provisions of this Article VI.

Section 6. Interpretation of Article VI. It is the intent of this Article VI to provide for indemnification of the directors, officers, employees and agents of the corporation to the full extent permitted under the laws of the State of North Carolina.

ARTICLE VII CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

Section 1. Contracts: The Board of Directors may authorize any officer or agent of the Council, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Council, and such authority may be general or confined to specific instances. P a g e | 46

Section 2. Checks, drafts, Etc.: All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Council, shall be signed by such officers or agents of the Council and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 3. Deposits: All funds of the Council shall be deposited from time to time to the credit of the Council in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4. Gifts: The Board of Directors may accept on behalf of the Council any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Council. The acceptance of all contributions that are limited or restricted shall be approved by the Board of Directors.

ARTICLE VIII BOOKS AND RECORDS

The Council shall keep correct and complete books and records, including minutes of the proceedings of its Board of Directors and committees and a record of the names and addresses of its directors. All books and records of the Council shall be maintained in the principal office of the Council and may be inspected by any director for any proper purpose at any reasonable time. The Council’s financial statements shall be reviewed and approved annually by an independent financial review committee named by the Executive Committee of the Board, and the approved financial statement may be inspected by any director for any proper purpose at any reasonable time.

ARTICLE IX FISCAL YEAR

The fiscal year of the Council shall be the twelve-month period ending on June 30 of each year.

ARTICLE X AMENDMENTS TO BYLAWS

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting if written notice is given at least ten days before the meeting of the intention to alter, amend, or repeal the bylaws or to adopt new bylaws at such meeting.

ARTICLE XI DISSOLUTION OF THE COUNCIL

It is the intent of the Council that it have perpetual existence. In the event of dissolution of the Council, either voluntary or involuntary, all assets and property which remain after the discharge of the Council’s liabilities and unless otherwise designated by the donor of an asset shall be paid to or distributed by the Board of Directors to the Center for International Understanding or to any other P a g e | 47

nonprofit corporation or corporations organized to support the University or any of its constituent institutions’ Colleges, Schools, Departments, or affiliated organizations whose mission promotes international education or understanding as determined by the Board of Directors in its sole discretion, and shall be used or distributed for no other object or purpose whatsoever; provided, however, that any such organization must be exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code, as amended and be an associated entity approved by UNC-GA or by a UNC constituent institution pursuant to the regulations of the University of North Carolina.

P a g e | 48

RESTATED ARTICLES OF INCORPORATION OF THE NORTH CAROLINA CENTER FOR INTERNATIONAL UNDERSTANDING COUNCIL, INC.

ARTICLE I NAME OF CORPORATION

The name of the corporation is THE NORTH CAROLINA CENTER FOR INTERNATIONAL UNDERSTANDING COUNCIL, INC.

ARTICLE II INCORPORATOR, REGISTERED OFFICE, AND AGENT

The incorporator of the Council is:

Millie Ravenel 412 N. Wilmington Street Raleigh, N.C. 27601 Wake County

The name of the registered agent of the corporation and the street and mailing address of the registered and principal office of the corporation are:

Registered agent: Millie Ravenel

Street address and Mailing address: 412 N. Wilmington Street Raleigh, N.C. 27601 U.S.A.

ARTICLE III PERIOD OF EXISTENCE The period of existence of the corporation is unlimited. P a g e | 49

ARTICLE IV OBJECTS AND PURPOSES

The corporation is organized exclusively for charitable, educational, and scientific objects and purposes that are for the sole benefit of THE NORTH CAROLINA CENTER FOR INTERNATIONAL UNDERSTANDING. These objects and purposes include, but are not limited to, the following specific objects and purposes:

A. To aid, support, and promote educational, scientific and charitable endeavors of THE NORTH CAROLINA CENTER FOR INTERNATIONAL UNDERSTANDING.

B. To promote international education through exchange programs, training programs, educational programs and other projects.

C. To promote and implement partnerships with governmental and non-profit organizations and universities, where such partnership will enhance cultural awareness or educational programming.

D. To provide resource assistance to international educational or scientific programs.

E. To solicit, acquire, receive, hold, invest, reinvest, sell, transfer, exchange, administer and manage property of all kinds for the benefit of the North Carolina Center for International Understanding and to make expenditures to and for the benefit of the North Carolina Center for International Understanding.

F. To do any and all acts and things which may be deemed desirable or expedient for the benefit of The North Carolina Center for International Understanding, its programs, employees, staff, agents and volunteers.

ARTICLE V POWERS In order to carry out the objects and purposes herein set forth, the corporation shall have full power:

A. To acquire property (real, personal, or mixed) by gift, bequest, devise, endowment, lease, purchase, or otherwise; to own, hold, manage, sell, convey, transfer, lease, mortgage, exchange, and dispose of such property; to encumber such property when deemed necessary or desirable; to use such property, or the proceeds or income therefrom, for the objects and purposes of the corporation as set forth in Article IV;

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B. To lease property as lessee or lessor; to build, erect, construct, and equip buildings and other improvements upon the land of the corporation or upon the lands of others; to purchase or lease equipment;

C. To invest in, acquire, hold, pledge, resell, exchange, transfer or otherwise dispose of securities of any nature and to exercise all the rights, powers, and privileges of ownership thereof, including the right to vote thereon for any and all purposes;

D. To act as trustee of trusts or otherwise to act in a fiduciary capacity when so designated in any inter vivos or testamentary gift, and to be named as and to become the beneficiary of insurance policies and annuities;

E. To borrow money and secure the same, or to lend money with or without security therefore and on such terms as the Board of Directors may determine;

F. To enter into, make, and perform contracts of every kind for any lawful purpose without limit as to amount, with any person, firm, association, corporation, town, city, county, district, state, territory, or government; and

G. To exercise any and all powers which may be conferred by law or which may be deemed necessary or expedient for the achievement of the objects and purposes of the corporation as set forth in Article IV.

ARTICLE VI BOARD OF DIRECTORS

The management of the corporation and its properties and affairs shall be vested in the Board of Directors, which, in addition to its other powers and authorities, shall have full power and authority from time to time to invest, reinvest, sell, expend, or otherwise dispose of any and all property of the corporation in furtherance of any of the objects and purposes for which the corporation is formed. The Board of Directors, as constituted from time to time, shall have full power and authority to make, alter, amend, and rescind the bylaws of the corporation. The number of directors, their terms of office, and the method of their selection shall be provided for and determined by the bylaws of the corporation. No director of the corporation shall receive any compensation whatever for, or in connection with, his or her service as a director or officer of the corporation, but the Board of Directors may provide for the payment of expenses incurred by directors in connection with the performance of their duties.

To the fullest extent permitted by the North Carolina Nonprofit Corporation Act as now in effect or as it may hereafter by amended, no person who is serving or who has served as a director of the corporation shall be personally liable to the corporation for monetary damages for breach of duty as a director. No amendment or repeal of this Article VI, nor the addition of any provision to these Articles of Incorporation inconsistent with this Article VI, shall eliminate or reduce the protection granted herein with respect to any matter that occurred prior to such amendment, repeal, or addition.

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ARTICLE VII NATURE OF THE CORPORATION The corporation is a nonprofit charitable, educational, and scientific corporation and, therefore, a “charitable or religious corporation,” as that term is defined in the North Carolina Nonprofit Corporation Act. The corporation has no members and no capital stock.

ARTICLE VIII INDEMNIFICATION

A. Extent. In addition to the indemnification otherwise provided by law, the corporation shall indemnify and hold harmless its directors and officers against liability and expenses, including reasonable attorneys’ fees, with respect to any action, suit, proceeding or claim arising out of their status as directors or officers or their activities in any of such capacities or in any capacity in which any of them is or was serving, at the corporation’s request, in another corporation, partnership, joint venture, trust or other enterprise; provided, however, that the corporation shall not indemnify a director or officer against any liability or litigation expense that the director or officer may incur on account of activities that at the time taken were believed or known (or reasonably should have been known) by the director or officer to be clearly in conflict with the best interests of the corporation of if the director or officer received an improper personal benefit. The corporation shall also indemnify the director or officer for reasonable costs, expenses, and attorneys’ fees in connection with the enforcement of rights to indemnification granted herein, if it is determined in accordance with Section B of this Article VIII that the director or officer is entitled to indemnification. |

B. Determination. Indemnification under Section A of this Article VIII shall be paid by the corporation with respect to any action, suit, proceeding, or claim only after a determination that the liability and/or litigation expenses for which indemnification is sought (i) were not incurred on account of activities which at the time taken were believed or known (or reasonably should have been known) by the person seeking indemnification to be clearly in conflict with the best interests of the corporation and (ii) did not involve any transaction from which the person seeking indemnification derived an improper personal benefit. Such determination shall be made (a) by the affirmative vote of a majority (but not less than two) of directors who were not parties to such action, suit, or proceeding or against whom any such claim was asserted (“disinterested directors”) even though less than a quorum, or (b) by independent legal counsel in a written opinion, or (c) by a court of competent jurisdiction.

C. Advanced Expenses. Expenses incurred by a director or officer in defending any action, suit, proceeding or claim may, upon approval of a majority (but not less than two) of the disinterested directors, even though less than a quorum or, if there are less than two disinterested directors, upon unanimous approval of the Board of Directors, be paid by the corporation in advance of the final disposition of such action, suit, proceeding, or claim upon receipt of an undertaking by or on behalf of the director or officer to repay the amount advanced unless it shall ultimately be determined that the director or officer is entitled to be indemnified against such expenses by the corporation.

D. Corporation. For purposes of this Article VIII, references to directors or officers of the “corporation” shall be deemed to include directors and officers of its P a g e | 52

subsidiaries, and all constituent corporations absorbed into the Council or any of its subsidiaries by a consolidation or merger.

E. Reliance and Consideration. Any director or officer who at any time after the adoption of this Article VIII serves or has served in any of the aforesaid capacities for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this Article VIII. No amendment, modification, or repeal of this Article VIII shall adversely affect the right of any director or officer to indemnification hereunder with respect to any activities occurring prior to the time of such amendment, modification, or repeal.

F. Insurance. The corporation may purchase and maintain insurance on behalf of its directors, officers, employees, and agents and those persons who were serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of, or in some other capacity in, another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against and with respect to any liability asserted against or incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify against such liability under the provisions of this Article VIII or otherwise. Any full or partial payment made by an insurance company under any insurance policy covering any director, officer, employee, or agent made to or on behalf of a person entitled to indemnification under this Article VIII shall relieve the corporation of its liability for indemnification provided for in this Article VIII or otherwise to the extent of such payment, and no insurer shall have a right of subrogation against the corporation with respect to such payment.

\ARTICLE IX ACTIVITIES NOT PERMITTED BY THE CORPORATION

No part of net earnings of the corporation shall inure to the benefit of, or be distributed to, its directors, officers, or other private persons; provided, however, that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered (except as otherwise provided in Article VI hereof) and to make payments and distributions in furtherance of the objects and purposes set forth in Article IV hereof. No substantial 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 participate in or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on: a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law), or b) by a corporation, contributions to which are deductible under Sections 170(c)(2) and 2055 of the Internal Revenue code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law), or c) by a nonprofit corporation created under Chapter 55A of the General Statutes of North Carolina.

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ARTICLE X DISPOSITION OF ASSETS ON DISSOLUTION

In the event of dissolution or other termination of the corporation, any net assets remaining shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the state of North Carolina, for a public purpose, as said Board may designate.

______Millie Ravenel Date Incorporator/Director

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Operating Agreement

The Center for International Understanding

and

The Center for International Understanding Council, Inc.

This Operating Agreement (Agreement) is made between The Center for International Understanding (the Center) and the Center for International Understanding Council, Inc. (the Council).

RECITALS A. The Center for International Understanding is a public service of The University of North Carolina General Administration; and

B. The Center for International Understanding Council is a North Carolina nonprofit corporation qualified under Section 501(c)(3) of the Internal Revenue Code and exists for the purposes of aiding and promoting educational and charitable purposes and lawful activities of the Center for International Understanding; and

C. The Center for International Understanding has officially recognized the Center for International Understanding Council as satisfying the standards and eligibility requirements as a supporting associated organization set forth in UNC and the Center’s rules and regulations; and,

D. The parties desire to formalize the relationship between the Center for International Understanding and the Center for International Understanding Council by setting forth the manner in which the Center is to provide support to the Council and in which the Council is to provide support for the Center.

TERMS

In consideration of the mutual covenants, promises and conditions herein contained, and for good and valuable consideration the adequacy of which is hereby acknowledged, the Center and the Council agree as follows:

1.0 The Center for International Understanding Council Support for the Center for International Understanding.

1.1 The Center for International Understanding Council’s primary purpose is to provide support to the Center for International Understanding. In accordance with the Center for International Understanding Council’s governing documents, that support includes, but is not limited to: P a g e | 55

A. To aid, support, and promote educational, scientific and charitable endeavors of The North Carolina Center for International Understanding.

B. To promote international education through exchange programs, training programs, educational programs and other projects.

C. To promote and implement partnerships with governmental and non-profit organizations and universities, where such partnership will enhance cultural awareness or educational programming.

D. To provide resource assistance to international educational or scientific programs.

E. To solicit, acquire, receive, hold, invest, reinvest, sell, transfer, exchange, administer and manage property of all kinds for the benefit of the North Carolina Center for International Understanding and to make expenditures to and for the benefit of the North Carolina Center for International Understanding.

F. To do any and all acts and things which may be deemed desirable or expedient for the benefit of The North Carolina Center for International Understanding, its programs, employees, staff, agents and volunteers.

2.0 Use of Center for International Understanding Name.

2.1 The Council may, in connection with its lawful business and activities, use the name of the Center for International Understanding as well as the Center’s logo, informal seal, and other symbols and marks of the Center, provided that the Council clearly communicates that it is conducting business in its own name for the benefit of the Center. All correspondence, advertisements, and other communications by the Council must clearly indicate that the communication is by the Council and not from the Center. The Council shall use the name of the Center as well as the Center’s logo, informal seal, and other symbols and marks of the Center only in connection with the services rendered for the benefit of the Center and in accordance with the guidance and directions furnished to the Council by the Center, or its representatives or agents, from time to time, and only if the nature and quality of the services in connection with which the aforesaid logo, seal, and other symbols and marks are used shall be satisfactory to the Center or as specified by it. The Center shall exercise control over and be the sole judge of whether or not the Council has met or is meeting the standards of quality so established.

2.2 The Council shall not delegate the authority to use the Center’s name or symbols to any person or entity without the written approval of the Executive Director of the Center. P a g e | 56

2.3 The Council agrees to cease using the Center’s name and symbols in the event:

2.3.1 The Council dissolves;

2.3.2 This Agreement is terminated as provided below (unless the parties agree otherwise); or,

2.3.3 The Council ceases to be a nonprofit corporation or ceases to be recognized by the Internal Revenue Service as described in section 501(c)(3) of the Internal Revenue Code.

2.3.4 The Executive Director of the Center revokes such authority for failure to conform with the requirements of section 2.1, above. Such revocation shall not occur until after the Council is provided notice of its failure to conform and a reasonable opportunity to cure such non-conformance.

2.4 Notwithstanding the provisions of section 2.1, the Council agrees that it will not offer any course or seminar or program using the Center’s name without first obtaining written permission from the Executive Director.

3.0 Relationship between the Council and the Center.

The Center agrees to encourage and maintain the independence of the Council and, at the same time, foster the cooperative relationship between the Center and the Council.

The Executive Director of the Center shall be an ex officio non-voting member of Council’s governing board and Executive Committee.

The President of the UNC System shall appoint up to three ex-officio non-voting members to the Council’s governing board.

The Council agrees to cooperate with Center’s Executive Director and/or the Executive Director’s designee to allow the Center to monitor the relationship between the Center and the Council.

The Board of Directors of the Council shall be responsible for control and management of all assets of the Council, including prudent management of all gifts to the Council consistent with donor intent.

The Council will maintain an audit committee which does not have any employees of the Center or the Council as members. This committee will receive and review the annual audit of the Council and relevant annual tax forms submitted by the Council.

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4.0 The Center for International Understanding Council’s Obligation to the Center for International Understanding.

4.1 The Council agrees, before accepting gifts of real estate, or gifts with any restrictive terms and/or conditions that impose an obligation on the Center or the State of North Carolina to expend resources in addition to the gift, to obtain written approval from the Executive Director of the Center and the VP for Finance at UNC-General Administration unless such gift otherwise complies with the gift acceptance policy which may then be in force and effect. In addition, the Council agrees that it will not accept a gift that has any restriction that is unlawful. In soliciting and accepting gifts in the name of the University, the Council agrees to coordinate with Center’s Development Office.

4.2 The Council agrees to advise prospective donors of restricted gifts that acceptance of such gifts is conditioned upon the Center’s approval if the gift requires Center approval under section 4.1.

4.3 The Council agrees to coordinate with the Center’s Development Office or other appropriate Office regarding funding goals, programs, and campaigns.

4.4 The Center and the Council agree to annually review existing guidelines regarding fund labeling and identification, so that the intended donee, whether the Center or the Council, receives the appropriate funds.

4.5 The Council shall make its data reasonably available to the Center in accordance with existing Center guidelines and UNC regulations and as otherwise required by applicable law. Notwithstanding the foregoing, the Council shall maintain ownership of and control access to any prospect and donor information it collects and these records shall constitute a trade secret under N.C. Gen. Stat. § 132-1.2. The Chair of the Council shall be the custodian of these records and employees of the Center will have access to them only for the purpose of providing services to the Council. The Council agrees that it will establish and maintain a policy governing the retention and destruction of documents including electronic files and which prohibits destruction of documents if an investigation into wrongdoing or litigation is anticipated or underway.

4.6 The Council shall administer its funds and make distributions to the Center in accordance with policies and procedures established by the Council from time to time, with advice and counsel from the Center. [The Council agrees not to provide funds from unrestricted sources to Center programs except as requested by the Executive Director.] The Council agrees that all transfers of funds from the Council to the Center must be documented in writing or electronically in a form that has a retrievable transaction trail.

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5.0 Limitations on the Center for International Understanding Council.

5.1 The Council agrees to operate using sound fiscal and business principles, to ensure that sound internal control structures are in place, and to follow generally accepted accounting procedures.

5.2 The Council will create an annual operations and capital budget.

5.3 The Council agrees not to make any payments to a Center employee, except for approved expense reimbursements, without prior written approval from the Executive Director of the Center. All salary and non-salary compensation of employees of the Council will be approved in advance by the Board of Directors of the Council.

5.4 The Council officers and employees who have check signing authority or who handle cash or negotiable instruments must be bonded in an amount determined to be reasonable by the Council board.

5.5 The Board of Directors of the Council will consider whether to obtain general liability and directors/officers insurance in an amount determined to be reasonable.

5.6 The Council must not engage in substantial lobbying activities and may not engage in any political activities.

5.7 The Council may not acquire debt in excess of five hundred thousand dollars ($500,000) that is not to be publicly traded before consulting with the Executive Director of the Center and then the Vice President of Finance of the University of North Carolina.

6.0 The Center for International Understanding Support of and Obligations to The Center for International Understanding Council.

6.1 The Center will provide services to the Council as may be agreed to in writing before the services are provided. The Council will reimburse the Center for these services in an amount that is agreed to in writing before the services are provided.

6.2 The Center shall provide reasonable support to the Council including personnel services consistent with the support outlined above and based upon an annual budget plan agreed to by the parties.

6.3 When the Center receives funds from the Council for a specified purpose, the Center agrees to use such funds received for the specific purpose.

6.4 The Council agrees that when the Center personnel provide services for the Council and there arises a conflict between the Center and the Council, the Center employee must comply with the policies, regulations, and directives of the University; provided that said employee shall notify the Council in ample time to remedy the conflict or approve the intended action when feasible. If prior notification is not feasible, the Council shall be P a g e | 59

promptly notified in writing of the conflict and action taken.

7.0 The Center for International Understanding Council Audits, Legal Representation, and Reporting.

7.1 The Council agrees to select a certified public accounting firm, to serve as the Council’s independent auditor and to complete a full and complete annual audit of its finances and operations. The Council agrees to notify the Center within thirty (30) days if it selects a different auditor.

7.2 The Council agrees to provide the following documents to the Executive Director of the Center annually:

7.2.1 The annual audit report, management letters and responses to management letters, and the [publicly disclosed portion of the] Foundation’s IRS Form 990;

7.2.2 The list of the Council’s governing board, officers, and employees;

7.2.3 The names of the officers and governing board members of all the Council’s associated or affiliated entities.

7.2.4 An annual report of operations that shows actual versus budgeted revenues and expenditures [note: this may be in included 7.3].

7.3 The Council agrees to allow the Executive Director of the Center, the Director of Programs, or their designees to inspect and audit all Council books and records [that are relevant to an articulated legitimate reason] at reasonable times, and to provide timely such other reports of and information on its financial status and operations as required by the Executive Director.

8.0 Conflicts of Interest

The Council will establish and maintain conflicts of interest policies pertaining to its relationship with the Center, members of the governing board and persons doing business with the Council. Such policies shall provide that (a) all transactions (other than expense reimbursements set forth in 5.3), between the Council and an officer, director, or employee of the Council, must be approved by the Council Board; (b) no Council officer, director, or employee having a private business interest in a Council business transaction may be involved in the decision with respect to whether the Council should enter into such transaction; (c) no Council scholarship or fellowship award may be made to an officer, director, or employee of the Council or to a family member of such person unless the recipient of the award is determined by an independent awards committee.

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9.0 Compliance with UNC and the Center policies and regulations and the Council Bylaws.

Both the Center and the Council agree to comply with the policies and regulations of the University of North Carolina Board of Governors, the Center Advisory Board, the President of UNC and the Executive Director of the Center pertaining to the relationship between the Center and associated entities, including amendments thereto. The Center shall provide the Council with proposed amendments to such policies and regulations as soon as possible but in no event less than fifteen days prior to their effective date. The Council agrees to provide the Center with a copy of its Bylaws and shall provide any proposed amendments as soon as possible but in no event less than fifteen days prior to the meeting of the Council at which they are considered for adoption.

10. Effect of Agreement; Modification.

This Agreement (and its attachments, if any) contains all the terms between the parties and may be amended only in writing signed by an authorized representative of both parties.

11. Confidentiality.

Neither the Council nor the Center shall disclose or use any private, confidential, proprietary, or trade secret information provided from one to the other except as required in and by the terms of this Agreement or as required by law. The Council recognizes the obligation of the Center to comply with North Carolina Public Records laws.

12. Indemnification.

The Council shall indemnify and hold harmless the Center, its advisory board, officers, employees, and agents in their official and personal capacities, from and against any and all claim, damage, liability, injury, expense, demands, and judgments, including court costs and attorney’s fees, arising out of the Council’s performance of this Agreement to the extent any such claim, damage, liability, injury, expense, demand or judgment is caused by the Council or any Center employee acting at the direction of the Council Board or the Chair of the Council Board This provision shall continue beyond termination or expiration of this Agreement.

13. Term and Termination.

The initial term of this Agreement shall be 5 years and shall be automatically renewed for successive 5 year terms, unless and until either party gives notice in writing to the other party of its intent not to renew the Agreement at least 30 days prior to the beginning of a new term. Either party shall have the continuing right to terminate this Agreement at any time without cause upon 90 days written notice to the other party. The Center may terminate this agreement at any time if the Council fails to abide by the policies or regulations of the Center or of the University of North Carolina which govern the relationship between the Center and the Council.

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14. Dissolution.

It is the intent of the Council that it have perpetual existence. In the event of dissolution of the Council, either voluntary or involuntary, all assets and property which remain after the discharge of the Council's liabilities and unless otherwise designated by the donor of an asset shall be paid to or distributed by the Board of Directors to the Center for International Understanding or to any other nonprofit corporation or corporations organized to support the University or any of its any of its constituent institutions’ Colleges, Schools, Departments, or affiliated organizations whose mission promotes international education or understanding as determined by the Board of Directors in its sole discretion, and shall be used or distributed for no other object or purpose whatsoever; provided, however, that any such organization must be exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code, as amended and be an associated entity approved by UNC-GA or by a UNC constituent institution pursuant to the regulations of the University of North Carolina.

15. Compliance with Applicable Law and Non-Discrimination.

15.1 The Council agrees to comply with all executive orders, federal, state and local rules, regulations, and laws, applicable to the Council as currently in effect and as may be amended from time to time. The Council further agrees not to discriminate in any manner on the basis or sex, race, creed, age, color, national origin, religious belief, disability, status as a disabled veteran, or veteran of the Vietnam era, sexual orientation, and to comply with all non-discriminatory laws and policies that the Center promulgates and to which the Council is subject.

15.2 The Council will maintain a confidential and anonymous mechanism to encourage employees to report and inappropriateness within the entity’s financial management and will not punish or retaliate against any employee for reporting problems.

16. Notice.

Any notice to either party hereunder must be in writing signed by the party giving it, and shall be deemed given when mailed postage prepaid by U.S. Postal Services first class, certified, or express mail, or other overnight mail service, or hand delivered, when addressed as follows:

To The Center for International Understanding: The Center for International Understanding 412 N. Wilmington Street Raleigh, NC 27601 Attn: Executive Director

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To The Center for International Understanding Council: The Center for International Understanding Council, Inc. 412 N. Wilmington Street Raleigh, NC 27601 Attn: Chair of Board of Directors

Or to such other addressee as may be hereafter designated by written notice. All such notices shall be effective only when received by the addressee.

IN WITNESS WHEREOF, The Center and the authorized representative(s) of the Council have executed this Agreement on this ______day of ______, 2007.

The Center for International Understanding The Center for International Understanding Council, Inc.

By ______By ______

Millie Ravenel, Executive Director Edward Fiske, Chair NC Center for International Understanding NC Center for International Understanding Council

By ______

Leslie Winner, General Counsel The University of North Carolina

ATTEST: ATTEST:

BY: ______BY: ______

Secretary Secretary

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Center for International Understanding Council Whistleblower Policy

General

The Center for International Understanding Council (the Council) requires directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As representatives of the Council, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.

Reporting Responsibility

It is the responsibility of all directors, officers and representatives to report ethics violations or suspected violations in accordance with this Whistleblower Policy.

No Retaliation

No director, officer or a representative who in good faith reports an ethics violation shall suffer harassment, retaliation or adverse employment consequence. A representative who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of association. This Whistleblower Policy is intended to encourage and enable people to raise serious concerns within the Council prior to seeking resolution outside the Council.

Reporting Violations

The Council has an open door policy and suggests that people share their questions, concerns, suggestions or complaints with someone who can address them properly. In most cases, the Executive Director of the Center for International Understanding is in the best position to address an area of concern. However, if you are not comfortable speaking with the Executive Director, or you are not satisfied with the Executive Director’s response, you are encouraged to speak with anyone on the Board of Directors whom you are comfortable in approaching. Board Members are required to report suspected ethics violations to the Council’s Board Chair, who has specific and exclusive responsibility to investigate all reported violations. For suspected fraud, or when you are not satisfied or uncomfortable with following the Council’s open door policy, individuals should contact any board member directly.

Accounting and Auditing Matters

The treasurer of the board of directors shall address all reported concerns or complaints regarding corporate accounting practices, internal controls or auditing. The Board Chair shall immediately notify the treasurer of any such complaint and work with the treasurer and the executive committee until the matter is resolved. P a g e | 64

Acting in Good Faith

Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Confidentiality

Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

Handling of Reported Violations

The Board Chair will notify the sender and acknowledge receipt of the reported violation or suspected violation promptly. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.

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NC Center for International Understanding Council

Conflict of Interest Policy and Disclosure Form

The members of the board of directors and any management employees of the NC Center for International Understanding Council shall avoid conflicts of interest and any conduct which may suggest the appearance of impropriety in the disbursement of funds.

If a potential conflict of interest arises, the board member or management employee must disclose the potential conflict to the board of directors. Further, the board member or management employee shall not vote on nor participate in the solicitation, negotiation, formation, award, arbitration, modification, or settlement of any contract or grant involving any funds or any dispute arising under such contract or grant when the board member or management employee stands to benefit, either directly or indirectly, from such contract or grant.

A board member or management employee is not deemed to benefit directly or indirectly from a contract or grant if he or she receives only the salary or stipend due to him or her in the normal course of employment with or service to the NC Center for International Understanding Council.

Conflict of Interest Disclosure:

Date ______

Name ______

Position ______

Please describe below any relationship, transactions, positions you hold (volunteer or otherwise), or circumstances that you believe could contribute to a conflict of interest between the NC Center for International Understanding Council and your personal interests, financial or otherwise:

______I have no conflict of interest to report

______I have the following conflict of interest to report (please specify):

1. ______

2. ______

3. ______P a g e | 66

I hereby certify that the information set forth above is true and complete to the best of my knowledge. I have reviewed, and agree to abide by, the Conflict of Interest policy of the NC Center for International Understanding Council.

Signature ______

Date ______

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Center for International Understanding Council Records Retention Policy

The Sarbanes-Oxley Act addresses the destruction of business records and documents and turns intentional document destruction into a process that must be carefully monitored.

The Center for International Understanding Council follows the following mandatory document retention and periodic destruction schedule in the chart below. This policy is intended to eliminate accidental or innocent document destruction.

The following table provides the minimum Minimum Requirement requirements. Type of Document Accounts payable ledgers and schedules 7 years Audit reports Permanently Bank Reconciliations 2 years Bank statements 3 years Checks (for important payments and purchases) Permanently Contracts, mortgages, notes and leases (expired) 7 years Contracts (still in effect) Permanently Correspondence (general) 2 years Correspondence (legal and important matters) Permanently Correspondence (with customers and vendors) 2 years Deeds, mortgages, and bills of sale Permanently Depreciation Schedules Permanently Duplicate deposit slips 2 years Employment applications 3 years Expense Analyses/expense distribution schedules 7 years Year End Financial Statements Permanently Insurance Policies (expired) 3 years Insurance records, current accident reports, claims, Permanently policies, etc. Internal audit reports 3 years Inventories of products, materials, and supplies 7 years Invoices (to customers, from vendors) 7 years Minute books, bylaws and charter Permanently Patents and related Papers Permanently Payroll records and summaries 7 years Personnel files (terminated employees) 7 years Retirement and pension records Permanently Tax returns and worksheets Permanently Timesheets 7 years Trademark registrations and copyrights Permanently Withholding tax statements 7 years

With thanks to the National Council of Nonprofit Associations ©2004 National Council of Nonprofit Associations, www.ncna.org

May be duplicated for non-commercial use, with attribution, by charitable organizations.