I ,F

co00N

aq

J

Lisz

return ETHLEHEM PA 17 - 9 8 5 Lsmty)lrE::3

pa9on • Section 501 ( c)(3) organizations and 4947( a)(1) nonexemp an not applicable to section 527 organizations.

must attach a completed Schedule A (Form 990 or 990-EZ).H(a ) Is this a group return for affdlates9 QYes ®No

G Website : WWW. NACEWEB. ORG H(b) If 'Yes, enter number of N/AJ Organization type (check onyone)Pop- ® 501(c) ( 3 )I onsertno) 0 4947(a)(1)or 0 527 H(c) Are all affiliates included? N/A DYes E--]No

K Check here ►0 if the organization is not a 509(a)(3) supporting organization and its gross(If'No, attach a list.)

H(d) Is this a separate return filed by an or-receipts are normally not more than $25,000. A return is not required, but if the organization ganization covered by a grou p ruling? =Yes ®Nochooses to file a return, be sure to file a complete return. I Grou p Exem ption Number N /A

M Check 0-E if the organization is not required to attach

L Gross receipts: Add lines 6b, 8b, 9b, and 10b to line 12 ► 313 , 560. Sch. B (Form 990, 990-EZ, or 990-PF).

Part I Revenue . Exuenses . and Chanaes in Net Assets or Fund Balances

Return of Organization Exempt From Income Tax OMB No 1545-0047Form 1990 Under section 501(c). 527 , or 4947( a)(1) of the Internal Revenue Code ( except black lung 2006

Department of the Treasurybenefit trust or private foundation)

Open to PublicInternal Revenue Seance ► The organization may have to use a copy of this return to satisfy state reporting requirements. Inspection

A For the 2006 calendar year , or tax year beginning JUL 1 2006 and ending JUN 30 , 2007

C Name of organization D Employer identification numberB check if Pleaseapplicable

use IRS

Ad, label or

D ago pnntor ACE FOUNDATION 23-6446205

amee type Number and street (or P.O. box if mail is not delivered to street address) Room/suite E Telephone number=INNchansee

0rrei^ sp-ro 6 2 HIGHLAND AVENUE 610-868-1421Final

Instruo-

0return lions City or town, state or country, and ZIP + 4 F unbnp method cast, [k]AccrualOAmended

1 8 0 0D O other

1 Contributions, gifts, grants, and similar amounts received:

a Contributions to donor advised funds la

b Direct public support (not included on line la) lb

c Indirect public support (not included on line 1a) tc 300 , 000.

d Government contributions (grants) (not included on line 1a) 1d

e Total (add lines la through td) (cash $ 300 , 000 . noncash$ ) to 300 , 000.

2 Program service revenue including government fees and contracts (from Part VI I, line 93) - 2 4 , 157.3 Membership dues and assessments 3

4 Interest on savings and temporary cash investments 4 5 , 053.5 Dividends and interest from securities _ 5

6 a Gross rents _ _ • _ 6a

b Less: rental expenses 6b

c Net rental income or (loss). Subtract line 6b from line 6a 6c

7 Other investment income (describe ► 7

8 a Gross amount from sales of assets other ( A) Securities B Other

°C than inventory 8a

b Less: cost or other basis and sales expenses 8b

c Gain or (loss) (attach sched le) Bc

r mbine ne 8c, columns (A) and (B) 8d

9

1

ents IS attach schedule). If any amount is from gaming , check here ► 0a Gross revenue (not including $ N 0 . of contnbubons reported on toe tb ) 9a 4 , 350.b L du*{kxjAQ of e n fundraising expenses 9b

c Net income or (loss fr Oe ial events. Subtract line 9b from line 9a SEE STATEMENT 1 9c 4 , 350.10 nvUnbTy, less turns and allowances 10a

b 10b

c Gross profit or (loss) from sales of inventory (attach schedule). Subtract line 10b from line 10a 10c

11 Other revenue (from Part VII, line 103) 11

12 Total revenue . Add lines le , 2 3 4 5 6c , 7 , 8d , 9c , 10c and 11 12 313 1 560.

13 Program services (from line 44, column (B)) 13.155.

V1

14 Management and general (from line 44, column (C)) 14 68.

a 15 Fundraising (from line 44, column (D)) 15

W 16 Payments to affiliates (attach schedule) _ 16

17 Total exp enses . Add lines 16 and 44 , column (A) 17 223.18 Excess or (deficit) for the year. Subtract line 17 from line 12 18 313 , 337.

com 19 Net assets or fund balances at beginning of year (from line 73, column (A)) 19 261 , 533.

Zco

20 Other changes in net assets or fund balances (attach explanation) 20 0.

21 Net assets or fund balances at end of year. Combine lines 18, 19, and 20 21 574 , 870.OLJUV 1

01-1e-07 LHA For Privacy Act and Paperwork Reduction Act Notice , see the separate instructions.

114261119 758231 55037402 01 2006.06 010 NACE FOUNDATION

Form 990 (2^Q6^

55037411

Form 990 2006 NACE FOUNDATION 23-6446205 Page 2Part II Statement of All organizations must complete column (A). Columns (B), (C), and (D) are required for section 501(c)(3)

Functional Expenses and (4) organizations and section 4947(a)(1) nonexempt charitable trusts but optional for others.

Do not include amounts reported on line6b, 8b, 9b, 10b, or 16 of Part 1.

(A) Total (B) Programservices

(C) Managementand general

(D) Fundraising

22a Grants paid from donor advised funds

(attach schedule)

(cash S 0 . noncash $ 0.

if this amount includes foreign grants, check here ►a 2a _

22b Other grants and allocations (attach schedule

(cash S 0 . noncash $ 0.

if this amount includes foreign grants, check here 10-a 22b

---

23 Specific assistance to individuals (attach

schedule) _ 23

24 Benefits paid to or for members (attach

schedule) ......._ 24

25a Compensation of current officers, directors, key

employees, etc. listed in Part V-A .. . . 25a 0. 0. 0. 0.

b Compensation of former officers, directors, key

employees, etc. listed in Part V-B _ _ 25b - 0. 0. 0. 0.

c Compensation and other distributions, not included

above, to disqualified persons (as defined under

section 4958(f)(1)) and persons described in

section 4958(c)(3)(B) . . . . 5c

26 Salaries and wages of employees not

included on lines 25a, b, and c 26

27 Pension plan contributions not included on

lines 25a, b, and c 27

28 Employee benefits not included on lines

25a-27 28

29 Payroll taxes _ _ _ _ 29

30 Professional fundraising fees 30

31 Accounting fees 31

32 Legal fees 32

33 Supplies 33

34 Telephone 34

35 Postage and shipping 35

36 Occupancy 36

37 Equipment rental and maintenance . 37

38 Printing and publications 38 9. 9.

39 Travel 39-

40 Conferences, conventions, and meetings 40

41 Interest 41

42 Depreciation, depletion, etc (attach schedule) 42

43 Other expenses not covered above (itemize):

a PYRAMID EXPENSES 43a 146. 146.b ADMINISTRATIVE SUPPORT 43b 68. 68.C 43c

d 43d

e 43e

f 4311

g 43

44 Total functional expenses . Add lines 22a through

43g. (Organizations completing columns (B)-(D),

carry these totals to lines 13-15) 44 223. 155. 68. 0.Joint Costs . Check ► Q if you are following SOP 98-2

Are any joint costs from a combined educational campaign and fundraising solicitation reported in (B) Program services? ► Yes ® No

If 'Yes, enter ( i) the aggregate amount of these joint costs $ N/A ; (ii) the amount allocated to Program services $ N/A

( iii) the amount allocated to Management and general $ N/A and ( iv) the amount allocated to Fundraising $ N/A621101 23-0 7 Form 990 (2006)

21d2 1119 7,R 231 5503740201 2006.06010 NACE FOUNDATION 5503741 1

Form 990 2006 NACE FOUNDATION 23-6446205 Page 3Part III Statement of Program Service Accomplishments (See the instructions.)

Form 990 is available for public inspection and, for some people, serves as the primary or sole source of information about a particular c•: ganization.

How the public perceives an organization in such cases may be determined by the information presented on its return. Therefore, please make sure the

return is complete and accurate and fully describes, in Part III, the organization's programs and accomplishments.

What is the organization 's primary exempt purpose? ► SEE STATEMENT 2 Program ServiceExpenses

All organizations must describe their exempt purpose achievements in a clear and concise manner. State the number of

clients served , publications issued , etc. Discuss achievements that are not measurable . (Section 501 (c)(3) and (4)

organizations and 4947(a)(1) nonexempt charitable trusts must also enter the amount of grants and allocations to others .)

(Required for 501(c)(3)and ( 4) oigs., and

4947(a)(1) trusts; butoptional for others.)

a PUBLICATIONS - PRIMARILY PRODUCES EDUCATIONAL MATERIALS

(Grants and allocations $ If this amount includes foreign grants , check here jli^ 0 155.b

Grants and allocations $ If this amount includes foreign rants check here jl^ Q

C

Grants and allocations $ If this amount includes foreign g rants , check here ►

d

Grants and allocations $ If this amount includes foreign rants check here Po, Q

e Other program services (attach schedule)

Grants and allocations $ If this amount includes foreign grants , check here poo, E] ,f Total of Program Service Expenses (should equal line 44, column (B), Program services) ► 155.

Form 990 (2006)

82302101-18-07

14261119 758231 5503740201 2006.06010 NACE FOUNDATION 55037411

Form 990!2006) NACE FOUNDATION 23-6446205 Page 4Part IV Balance Sheets (See the instructions.)

Note: Where required, attached schedules and amounts within the descnption column (A) (B)should be for end-of-year amounts only. Beginning of year End of year

45 Cash - non-interest-beanng 45

46 Savings and temporary cash investments . - -- - ....... 46

47 a Accounts receivable ------ -- 47a 574 , 870.

b Less: allowance for doubtful accounts 47b 261 , 533. 47c 574 , 870.

48 a Pledges receivable ..... 48a

b Less: allowance for doubtful accounts - 48b 48c

49 Grants receivable 49

50 a Receivables from current and former officers, directors, trustees, and

key employees 50a

b Receivables from other disqualified persons (as defined under section

U) 4958(f)(1)) and persons descnbed in section 4958(c)(3 (B) 50b

NW 51 a Other notes and loans receivable 51a

a b Less: allowance for doubtful accounts 51b 51c

52 Inventories for sale or use 52

53 Prepaid expenses and deferred charges 53

54 a Investments - publicly-traded securities - ► LI Cost 0 FMV 54a

b Investments - other secunties ►Q Cost FMV 54b

55 a Investments - land, buildings, and

equipment basis - - 55a

b Less: accumulated depreciation 55b 55c

56 Investments -other 56

57 a Land, buildings, and equipment basis 57a

b Less accumulated depreciation 57b 57c

58 Other assets, including program-related investments

(describe ► ) 58

59 Total assets must equal line 74 Add lines 45 through 58 261 , 533 . 59 574 , 870.60 Accounts payable and accrued expenses - - 60

61 Grants payable - - - - - • 61

62 Deferred revenue - 62y

L 63 Loans from officers, directors, trustees, and key employees 63

64 a Tax-exempt bond liabilities 64a

La b Mortgages and other notes payable - - - 64b

65 Other liabilities (describe ► ) 65

66 Total liabilities . Add lines 60 through 65 0. 66 0.

Organizations that follow SFAS 117, check here ► ® and complete lines

67 through 69 and lines 73 and 74.

67 Unrestricted 200 000. 67 500 , 000.68 Temporarily restricted - - - - - - - - 61 , 533. 68 74 , 870.

M 69 Permanently restricted - -- 69

Organizations that do not follow SFAS 117, check here ► ED andILL complete lines 70 through 74

0 70 Capital stock, trust principal, or current funds - 70

y 71 Paid-in or capital surplus, or land, building, and equipment fund 71

< 72 Retained earnings, endowment, accumulated income, or other funds 72

°'Z 73 Total net assets or fund balances . Add lines 67 through 69 or lines 70 through 72.

(Column (A) must equal line 19 and column ( B) must equal line 21) 261 , 533. 73 574 , 870.

74 Total liabilities and net assets/fund balances . Add lines 66 and 73 261 , 533. 74 574 , 870.Form 990 (2006)

62303101-20-07

2006.06 010 NACE FOUNDATION 550 37411

Form 990 2006 NACE FOUNDATION 23-6446205 Page 5Part IV-A, Reconciliation of Revenue per Audited Financial Statements With Revenue per Return (see the

instructions.)

a Total revenue, gains, and other support per audited financial statements ••. - .............. ... . . .. .. . .b Amounts included on line a but not on Part I, line 12:

1 Net unrealized gains on investments ...... . . bi

2 Donated services and use of faciiiiics b2

3 Recoveries of prior year grants . ...... - b3

4 Other (specify): b4

Add lines b1 through b4 -- -

c Subtract line b from line a

d Amounts included on Part I, line 12, but not on line a:

I Investment expenses not included on Part I, line 6b d1

2 Other (specify): d2

Icl 313.560.

Add lines d1and d2 d 0.

e Total revenue Part I line 12) . Add lines c and d e 313 . 560.Part IV-B Reconciliation of Expenses per Audited Financial Statements With Expenses per Return

a Total expenses and losses per audited financial statements a 223.b Amounts included on line a but not on Part I, line 17:

1 Donated services and use of facilities b1

2 Prior year adjustments reported on Part I, line 20 ....•.-.. b2

3 Losses reported on Part I, line 20 b3

4 Other (specify):

.

b4

Add lines b1 through b4 b 0.

c Subtract line b from line a c 223.d Amounts included on Part I, line 17, but not on line a:

I Investment expenses not included on Part 1, line 6b - d 1

2 Other(specify) ROUNDING d2

Add lines d1 and d2

L

0.

e Total expenses (Part I line 17) . Add lines c and d :]^ e 223.Part V-A Current Officers, Directors , Trustees, and Key Employees (List each person who was an officer, director , trustee,

or key employee at any time dunna the year even if they were not compensated 1(See the instructions-)

(A) Name and address(B) Title and average hours

per week devoted top osition

(C) Compensation(if not paid , enter

-O-

(D) contributions toployee benefit

plans &deferred

compensation plans

(E) Expenseaccount and

other allowances

SEE ATTACHED-SCHEDULE-----------------------------------------------

.00 . . .

------------------------------------------------------------------

------------------------------------------------------------------

------------------------------------------------------------------

------------------------------------------------------------------

------------------------------------------------------------------

------------------------------------------------------------------

---------------------------------

---------------------------------

Form 990 (2006)

623041 01-18-07

514 261119 75 82 31 5503740 201 2006.06 010 NACE FOUNDATION 55037411

Form 990 2006 NACE FOUNDATION 23-6446205 Pa e 6Part V-A ' Current Officers, Directors, Trustees, and Key Employees (continued) Yes No

75 a Enter the total number of officers, directors, and trustees permitted to vote on organization business at boardmeetings . --•-- •- .. ... It 7

b Are any officers, directors, trustees, or key employees listed in Form 990, Part V-A, or highest compensated employeeslisted in Schedule A, Part I, or highest compensated professional and other Independent contractors listed in Schedule A,Part li-A or li-S, related to each other through 'z nily or business relationships? If 'Yes,' attach a statement that identifiesthe individuals and explains the relationship(s)

. ................... .... .. ....

c Do any officers, directors, trustees, or key employees listed in Form 990, Part V-A, or highest compensated employeeslisted in Schedule A. Part I, or highest compensated professional and other independent contractors listed in Schedule A,Part II-A or ll-B, receive compensation from any other organizations, whether tax exempt or taxable, that are related to theorganization? See the instructions for the definition of 'related organization.' .. --- ... ---If "Yes," attach a statement that includes the information described in the instructions.

X

Part V-B Former Officers , Directors , Trustees , and Key Employees That Received Compensation or OtherBenefits (If any former officer, director, trustee , or key employee received compensation or other benefits (described below) duringthe year, list that person below and enter the amount of compensation or other benefits in the appropriate column . See the instructions 1

1A Name and addressNONE

)B Loans and AdvancesCompensationot aaid ,( if p(C)

enter -0-)

(D) c iOyebenefitem n &

deferredt

coPis<„

s datiw, plans

c Expenseaccount and

other allowances

---------------------------------

---------------------------------

---------------------------------

---------------------------------

---------------------------------

---------------------------------

---------------------------------

---------------------------------

---------------------------------

---------------------------------

---------------------------------

---------------------------------

---------------------------------

---------------------------------

---------------------------------

---------------------------------

Part VI Other Information (See the instructions.) Yes No76 Did the organization make a change in its activities or methods of conducting activities? If "Yes ," attach a detailed

statement of each change 76 X

77 Were any changes made in the organizing or governing documents but not reported to the IRS? _ 77 X

If "Yes," attach a conformed copy of the changes.

78 a Did the organization have unrelated business gross income of $1 ,000 or more during the year covered by this return's 78a X

b If "Yes," has it filed a tax return on Form 990-T for this year? - - N/A 78b

79 Was there a liquidation , dissolution , termination , or substantial contraction during the year? If " Yes," attach a statement 79 X

80 a Is the organization related (other than by association with a statewide or nationwide organization ) through common

membership , governing bodies, trustees , officers , etc., to any other exempt or nonexempt organization? - 80a X

b If "Yes ," enter the name of the organizatton► SEE STATEMENT 3

and check whether it is ED exempt or nonexempt

81 a Enter direct or indirect political expenditures . (See line 81 instructions ) _ - - -, 81a 0.

b Did the organization file Form 1120-POL for this year? 1b XForm 990 (2006)

623161/01-18-07

614 261119 758231 5503740201 2 006.06 010 NACE FOUNDATION 55037411

Form 990 (2006) NACE FOUNDATION 23-6446205 Paqe 7

82 a Did the organization receive donates services or the use of materials, equipment, or facilities at no charge or at substantially

less than fair rental value? .. .. ......... .

b If "Yes," you may indicate the value of these items here. Do not include this

amount as revenue in Part I or as an expense in Part 11

(See instructions in Part !!!) .. ... ... ...... . .... . .......... . ........ . . .. 82b N /A

83 a Did the organization comply with the public inspection requirements for returns and exemption applications? 83a X

b Did the organization comply with the disclosure requirements relating to quid pro quo contributions?. 83b X

84 a Did the organization solicit any contributions or gifts that were not tax deductible? 84a X

b If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not

tax deductible? ...... . .... ...... ...... .... ... .... . . N/A . .. 84b

85 501(c)(4), (5), or (6) organizations. a Were substantially all dues nondeductible by members? .. . .. .... .... N/A ... 85a

b Did the organization make only in-house lobbying expenditures of $2,000 or less? N/A 85b............. . ... ....... .. .

If "Yes" was answered to either 85a or 85b, do not complete 85c through 85h below unless the organization received a

waiver for proxy tax owed for the prior year.

c Dues, assessments, and similar amounts from members •....• 85c N /A

d Section 162(e) lobbying and political expenditures . ..... .85d N A.......... . . . . . .

e Aggregate nondeductible amount of section 6033(e)(1)(A) dues notices 85e N /A

f Taxable amount of lobbying and political expenditures (line 85d less 85e) • • • ••• 85f N /A

g Does the organization elect to pay the section 6033(e) tax on the amount on line 85f? ....... -- . N/A 85

h If section 6033(e)(1)(A) dues notices were sent, does the organization agree to add the amount on line 85f

to its reasonable estimate of dues allocable to nondeductible lobbying and political expenditures for the

following tax year? N/A 85h

86 501(c)(7) organizations Enter. a Initiation fees and capital contributions included on

line 12 86a N /A

b Gross receipts, included on line 12, for public use of club facilities 86b N /A

87 501(c)(12) organizations Enter. a Gross income from members or shareholders -87a N /A

b Gross income from other sources. (Do not net amounts due or paid to other sources

against amounts due or received from them) -- . - 87b N /A

88 a At any time during the year, did the organization own a 50% or greater interest in a taxable corporation or partnership,

or an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-32

If "Yes," complete Part IX - - - - - - 88a X

b At any time during the year, did the organization, directly or indirectly, own a controlled entity within the meaning of

section 512(b)(13)? If "Yes," complete Part XI -- - ► 88b X

89 a 501(c)(3) organizations. Enter: Amount of tax imposed on the organization during the year under:

section 0 . ; section 4912 ► 0 . ; section 4955 ► 0.

b 501(c)(3) and 501(c)(4) organizations Did the organization engage in any section 4958 excess benefit

transaction during the year or did it become aware of an excess benefit transaction from a prior year?

If "Yes," attach a statement explaining each transaction • 89b X

c Enter Amount of tax imposed on the organization managers or disqualified persons during the year under

sections 4912, 4955, and 4958 - - - - ► 0.

d Enter- Amount of tax on line 89c, above, reimbursed by the organization ► 0.

e All organizations At any time during the tax year, was the organization a party to a prohibited tax shelter transaction? 89e X

f All organizations. Did the organization acquire a direct or indirect interest in any applicable insurance contract? 89f X

g For supporting organizations and sponsoring organizations maintaining donor advised funds. Did the supporting organization,

or a fund maintained by a sponsoring organization, have excess business holdings at any time during the year? - 89 X

90 a List the states with which a copy of this return is filed

b Number of employees employed in the pay period that includes March 12, 2006 - 90b 0

91 a The books are in care of ► MAR I LYN MACKES, SECRETARY Telephone no. ► 610 8 6 814 21

Located at ► 62 HIGHLAND AVENUE, BETHLEHEM, PA ZtP + 4 ► 18017-9085

b At any time during the calendar year, did the organization have an interest in or a signature or other authority over Yes NO

a financial account in a foreign country (such as a bank account, securities account, or other financial account)? - - 91b X

If "Yes," enter the name of the foreign country ► N/A

See the instructions for exceptions and filing requirements for Form TD F 90-221, Report of Foreign Bank

and Financial Accounts.

Form 990 (2006)

623162 101-18-07

71426111 9 758231 5503740201 2006.060 10 NACE FOUNDATION 55037411

Form 990 (2006) MACE FOUNDATION 2 3 - 6 4 8

c At any t,me during the ca!endar year, did the organization maintain an office outside of the United States? 191c I I X

If "Yes," enter the name of the foreign country ► N/A

92 Section 4947(a)(1) nonexempt charitable trusts fling Form 990 in lieu of Form 11341 - Check here . .. . . . - . - ►and enter the amount of tax-exempt interest received or accrued during the tax year ► 192 I N/A

Part V!! Analysis of Income-Producing Activities (See the instructions.)

ross amounts unless otherwiseEnterN t Unrelated business income Excluded by sect 5 i , 513 , or 514go e:indicated.

93 Program service revenue .

(A)Businesscode

(B)amount

(")Exauasoon

( D)mount

(E)

Related or exemptfunction income

a PUBLICATIONS 4 , 157..b

c

d

e

f Medicare/Medicaid payments - -

g Fees and contracts from government agencies

94 Membership dues and assessments • -•••

95 Interest on savings and temporary cash investments - 14 5 , 053.96 Dividends and interest from securities

97 Net rental income or (loss) from real estate. -

a debt-financed property.,. •.

b not debt -financed property

98 Net rental income or (loss) from personal property

99 Other investment income

100 Gain or (loss) from sales of assets

other than inventory

101 Net income or (loss) from special events - - •• - 4 , 350.102 Gross profit or (loss) from sales of inventory --

103 Other revenue:

a

b

c

d

e

104 Subtotal (add columns (B), (D), and (E)) 0. 1 5 , 05 3 . 8 , 507.105 Total (add line 104, columns (B), (D), and (E)) . . .. . •• • • . . ... - - - - ► 13,560.Note : Line 105 plus line le, Part 1, should equal the amount on line 12, Part 1.

Part VI II Relationship of Activities to the Accomplishment of Exempt Purposes (See the instructions.)

Line No .V

Explain how each activity for which income is reported in column (E) of Part VII contributed importantly to the accomplishment of the organization'sexempt purposes (other than by providing funds for such purposes).

93A PUBLICATIONS PROVIDING INFORMATION REGARDING CAREER PLANNINGAND PLACEMENT.

Part IX Information Regarding Taxable Subsidiaries and Disregarded Entities (See the instructions.)

Name, address, and EIN of cor oration,partnershi p , or disregardedentity

Percentage ofownership interest

Nature of activities Totalncome End of-yearassets

N /A %

Part X Information Reaardina Transfers Associated with Personal Benefit Contracts ism rhP in-zrn,rr,r)n^

(a) Did the organization , during the year , receive any funds, directly or indirect ly, to pay premiums on a personal benefit contract? 0 Yes ® No

(b) Did the organization , during the year , pay premiums , directly or indirectly , on a personal benefit contract? 0 Yes ® No

Note : If 'Yes ' to (b), file Form 8870 and Form 4720 (see instructions).

Form 990 (2006)

82318301-18-07

814 261119 75823 1 5503740201 2006 .06010 NACE FOUNDATION 5 5037411

Form 990 (2006 NACE FOUNDATION 23-6446205 Page 9Part XI ' Information Regarding Transfers To and From Controlled Entities. Complete only if the organization is a

controlling organization as defined in section 512(b)(13). N /A

Yes No106 Did the reporting organization make any transfers to a controlled entity as defined in section 512(b)(13) of the Code? If "Yes,'

complete the schedule below for each controlled entity .

(A)Name, address, of each

controlled entity

(B)Employar

IdentificationNumber

(C)Description of

transferAmount oftransfer

a--------------------------------

---------------------------------

b---------------------------------

- --------------------------------

c--------------------------------

- --------------------------------

Totals

Yes No107 Did the reporting organization receive any transfers from a controlled entity as defined in section 512(b)(13) of the Code? If "Yes,"

complete the schedule below for each controlled entity .

(A)Name, address, of each

controlled entity

(B)Employer

IdentificationNumber

(C)Description of

transfer

(D)Amount oftransfer

a---------------------------------

---------------------------------

b---------------------------------

- --------------------------------

c---------------------------------

- --------------------------------

Totals

Yes No108 Did the organization have a binding written contract in effect on August 17, 2006, covering the interest, rents, royalties, and

annuities described in question 107 above?Under penalties of perjury, I declare that I have examined this return , including accompanying schedules and statements, and to the best of my knowledge and belief, it is true , correct,and complete Declaration of prepare (other than officer ) is based on all information of which prepare has any knowledge

Please

Sign Signature of officer DateHere

Type or print name and title

PaidPreparer's'signature

Preparer 's Firm'sname (or CONCANNON, MILLER & COUse Only you's If

self-ernpioyeda '1515 MARTIN LUTHER KINGaddress, and

ZIP+4 ALLENTOWN, PA 18102

623164101-20-07

14261119 758 2 31 55037402 01 2006.06 010

SCHEDULE A I Organization Exempt Under Section 501 (c)(3)(Form 990 °f 990'EZ) I (Except Private Foundation ) and Section 501(e ), 501(f), 501(k),

501(n), or 4947(a)(1) Nonexempt Charitable Trust

Department of the Treasury Supplementary Information-(See separate instructions.)Internal Revenue Servos ► MUST be completed by the above orga nizations and attached to their Form 990 or 990-EZ

OMB No 1545-0047

2006Name of the organization Employer identification number

NACE FOUNDATION 23 6446205

Part I Compensation of the Five Highest Paid Employees Other Than Officers, Directors, and Trustees(See oaae 2 of the instructions. List each one. If there are none. enter 'None')

(a) Name and address of each employee()

paidmore than $50,000

(b) Title and average hoursper week devoted to

p osition(c) Compensation

(d) Contnbutions to

0f 1`1OYee bentplans & deferredcompensation

(e) Expenseaccount a::^ other

allowances

N/A------------------------------

---------------------------------

---------------------------------

---------------------------------

---------------------------------

Total number of other employees paid

over $50,000 ► 0

Part II-A Compensation of the Five Highest Paid Independent Contractors for Professional Services(See page 2 of the instructions. List each one (whether individuals or firms). If there are none, enter 'None.')

(a) Name and address of each independent contractor paid more than $50,000 1 (b) Type of service I (c) Compensation

N/A--------------------------------------------

Total number of others receiving over

$50,000 for professional services ► 0

Part I1-B Compensation of the Five Highest Paid Independent Contractors for Other Services(List each contractor who performed services other than professional services, whether individuals or

firms. If there are none, enter 'None' See page 2 of the instructions.)

(a) Name and address of each independent contractor paid more than $50,000 (b) Type of service I (c) Compensation

Total number of other contractors receiving over

$50,000 for other services ► 0

623101/01-1e-07 LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990 and Form 990-EZ

101 4261119 7 582 31 550 3740201 2006.06 010 NACE FOUNDATION

Schedule A (Form 990 or 990-EZ) 2006

55037411

Schedule A (Form 990 or 990-EZ) 2006 NACE FOUNDATION 23-6446205 Page 2

Part i Statements About Activities (See page 2 of the instructions.) Yes No

1 During the year, has the organization attempted to influence national, state, or local legislation, including any attempt to influence

public opinion on a legislative matter or referendum? If 'Yes; enter the total expenses paid or incurred in connection with the

lobbying activities ► $ $ (Must equal amounts on line 38, Part VI-A, or

line i of Part VI-B.) X

Organizations that made an election under section 501(h) by filing Form 5768 must complete Part VI-A. Other organizations

checking 'Yes' must complete Part VI-B AND attach a statement giving a detailed description of the lobbying activities.

2 During the year, has the organization, either directly or indirectly, engaged in any of the following acts with any substantial contributors.trustees, directors, officers, creators, key employees, or members of their families, or with any taxable organization with which any suchperson is affiliated as an officer, director, trustee, majority owner, or principal beneficiary? (If the answer to any question is 'Yes,'attach a detailed statement explaining the transactions)

a Sale, exchange, or leasing of property? - - - • - - 2a X

b Lending of money or other extension of credit? - • _ 2b X

c Furnishing of goods, services, or facilities? - 2c X

d Payment of compensation (or payment or reimbursement of expenses if more than $1,000)? - - 2d X

e Transfer of any part of its income or assets? - 2e X

3 a Did the organization make grants for scholarships, fellowships, student loans, etc.? (If 'Yes, attach an explanation of how

the organization determines that recipients qualify to receive payments.) 3a X

b Dd the organization have a section 403(b) annuity plan for its employees? _ 3b X

c Did the organization receive or hold an easement for conservation purposes, including easements to preserve open space,

the environment, historic land areas or historic structures? If 'Yes; attach a detailed statement 3c X

d Did the organization provide credit counseling, debt management, credit repair, or debt negotiation services? - 3d X

4 a Did the organization maintain any donor advised funds? If 'Yes,' complete lines 4b through 4g. If "No," complete lines 4f

and 4g 4a X

b Did the organization make any taxable distributions under section 4966? - N/A 4b

c Did the organization make a distribution to a donor, donor advisor, or related person? - N/A 4c

d Enter the total number of donor advised funds owned at the end of the tax year ► N/Ae Enter the aggregate value of assets held in all donor advised funds owned at the end of the tax year _ ► N/A

f Enter the total number of separate funds or accounts owned at the end of the year (excluding donor advised funds included on

line 4d) where donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts ► 0.

g Enter the aggregate value of assets in all funds or accounts included on line 4f at the end of the tax year ► 0.

62311101-18-07

1114 261119 7 58231 55037 40201 2006.0 6010 NACE FOUNDATION

Schedule A (Form 990 or 990-EZ) 2006

55037 4 11

Schedule A (Form 990 or 990-EZ) 2006 NACE FOUNDATION 23-6446205 Page 3

Part IV Reason for Non-Private Foundation Status (See pages 4 through 7 of the instructions.)

I certify that the organ ization is not a private foundation because it is: ( Please check only ONE applicable box.)

5 0 A church, convention of churches , or association of churches . Section 170 ( b)(1)(A)(1).

6 F-1 A school. Section 170(b)(1)(A )(ii). ( Also complete Part V.)

7 A hospi tal nr a cooperat ive hospital service organization . Section 170 (b)(1)(A)(!!).

8 A federal, state, or local government or governmental unit Section 170(b)(1)(A)(v).

9 A medical research organization operated in conjunction with a hospital. Section 170(b)(1)(A)(!!!). Enter the hospital ' s name, city,

and state ►10 0 An organization operated for the benefit of a college or university owned or operated by a governmental unit. Section 170(b)(1)(A)(!v).

(Also complete the Support Schedule in Part IV-A.)

11 a An organization that normally receives a substant ial part of its support from a governmental unit or from the general public.

Section 170 ( b)(1)(A)(vi). (Also complete the Support Schedule in Part IV-A.)

1lb 0 A community trust. Section 170(b)(1)(A)( v!). (Also complete the Support Schedule in Part IV-A.)

12 ® An organ ization that normally receives: ( 1) more than 33 1/3% of its support from contribut i ons, membersh ip fees, and grossreceipts from activities related to its char i table, etc. , functions - subject to certain exceptions , and (2 ) no more than 33 1/3% ofits support from gross i nvestment income and unrelated business taxable i ncome ( less section 511 tax) from businesses acquiredby the organ ization after June 30 , 1975. See section 509(a )( 2). (Also complete the Support Schedule in Part IV-A)

13 0 An organization that is not controlled by any disqual i fied persons ( other than foundation managers) and otherw ise meets the requirements of section

509(a )( 3). Check the box that descr ibes the type of supporting organization:

Type I Type II 0 Type 111-Functionally Integrated Type III-Other

Provide the following information about the supported organizations . (See page 7 of the instructions.)

(a)

Name(s) of supported organization(s)

(b)

Employeridentificationnumber (EIN)

(c)

Type of organization(described in lines5 through 12 above

or IRC section)

(d)

Is the supportedorganization listed in

the supportingorganization's

governing documents?

(e)

Amount ofsupport

Yes No

14 0 An organization organized and operated to test for public safety. Section 509(a)(4). (See page 7 of the instructions.)

Schedule A (Form 990 or 990 - EZ) 2006

82312101-18-07

121 42611 19 75823 1 550374 0201 2006. 0601 f1 NA (":F. P(1TTATT)ATTON S sin17411

Schedule A (Form 990 or 990-EZ) 2006 NACE FOUNDATION 23-6446205 Page 4

Paf't !`J-A Support Schedule (Complete only if you checked a box on line 10, 11, or 12 .) Use cash method of accounting.Note : You ma use the worksheet in the instructions for converting from the ?ccrua/ to the cash method of accounting.

Calendar year ( or fiscal yearbeginning in ) - ► ( a ) 2005 ( b ) 2004 c 2003 ( d ) 2002 ( e ) Total

15 Gifts, grants, and contributionsreceived. (Do not include unusualrants. See line 28. - -12 , 877. -21283. -4 , 912. -71303. -27 , 375 .

16 Membership fees received

17 Gross receipts from admissions,merchandise sold or servicesperformed, or furnishing offacilities in any activity that isrelated to the organization'scharitable, etc., purpose 10 , 600. 16 , 460. 1 , 999. 8 , 725. 37 1 784.

18 Gross income from interest,dividends, amounts received frompayments on securities loans (sec-tion 512(a)(5)), rents, royalties, andunrelated business taxable income(less section 511 taxes) frombusinesses acquired by theorganization after June 30, 1975 515. 406. 299. 154. 1 , 374.

19 Net income from unrelated business -

activities not included in line 1820 Tax revenues levied for the

organization's benefit and eitherpaid to it or expended on its behalf

21 The value of services or facilitiesfurnished to the organization by agovernmental unit without charge.Do not include the value of servicesor facilities generally furnished tothe public without charge

22 Other income. Attach a schedule. SEE STATEME NT 4or (loss) fromoscal e

fcap italassets 4 , 475. 4 , 156. 4 , 115. 12 , 746.

23 Total of lines 15 through 22 2 , 713. 18 . 739. 1 , 501. 1 , 576. 24 , 529.24 Line 23 minus line 17 2 , 279. 2 , 279.25 Enter 1% of line 23 27. 1 187. 1 15. 1 16.

26 Organizations described on lines 10 or 11: a Enter 2% of amount in column (e), line 24 _ ► 26a N /A

b Prepare a list for your records to show the name of and amount contributed by each person (other than a governmental

unit or publicly supported organization) whose total gifts for 2002 through 2005 exceeded the amount shown in line 26a.

Do not file this list with your return . Enter the total of all these excess amounts _ ► 26b N /A

c Total support for section 509(a)(1) test Enter line 24, column (e) ► 26c N/A

d Add: Amounts from column (e) for lines: 18 19

22 26b ► 26d N/A

e Public support (line 26c minus line 26d total) ► 26e N /A

f Public su pp ort p ercenta g e ( line 26e ( numerator ) divided by line 26c ( denominator )) ► 26f N A %

27 Organizations described on line 12 : a For amounts included in lines 15, 16, and 17 that were received from a 'disqualified person; prepare a list for your

records to show the name of, and total amounts received in each year from, each 'disqualified person' Do not file this list with your return . Enter the sum of

such amounts for each year:

(2005) 0. (2004) 0. (2003) 0.- (2002) 0.

b For any amount included in line 17 that was received from each person (other than 'disqualified persons'), prepare a list for your records to show the name of,

and amount received for each year, that was more than the larger of (1) the amount on fine 25 for the year or (2) $5,000. (Include in the list organizations

described in lines 5 through 1 lb, as well as individuals.) Do not file this list with your return . After computing the difference between the amount received and

the larger amount described in (1) or (2), enter the sum of these differences (the excess amounts) for each year.

(2005) 0. (2004 ) 0 . (2003)

c Add : Amounts from column ( e) for lines : 15 -27,375. 16

17 37,784. 20 21d Add: Line 27a total 0. and line 27b total 0.

e Public support (line 27c total minus line 27d total)

f Total support for section 509(a)(2) test: Enter amount on line 23, column (e) ► 1 27f ^ 24,

g Public support percentage (line 27e (numerator) divided by line 27f (denominator)) 1 42.4355%

28 Unusual Grants: For an organization described in line 10, 11 , or 12 that received any unusual grants during 2002 through 2005, prepare a list for your records toshow , for each year , the name of the contributor, the date and amount of the grant, and a brief description of the nature of the grant Do not file this list with yourreturn . Do not include these grants in line 15.

623131 01-18 -0 7 NONE Schedu l e A (Form 990 or 990-EZ) 2006

131 A i 1 1 Q 7cR7A1 ccn'47An 7n1 'nnc - nr;n1 n Nnr 1 FnrnhTATTOM c'n rlAl 1

0 . (2002) 0.

I

Schedule A (Form 990 or 990-EZ) 2006 NACF FOUNDATION 23-6446205 Page 5

part V Private School Questionnaire (See page 9 of the instructions.) N/Afro be completed ONLY by schoc!s that checked the box on line 6 in Part IV)

29 Does the organization have a racially nondiscriminatory policy toward students by statement in its charter, bylaws, other governing

instrument, or in a resolution of its governing body? 29

30 Does the organization include a statement of its racially no, discriminatory policy toward students in all its brochures, catalogues,

and other written communications with the public dealing with student admissions, programs, and scholarships? _ 30

31 Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media during the period of

solicitation for students, or during the registration period if it has no solicitaiiun program, in a way that makes the policy known

to all parts of the general community it serves? ,. 31

If 'Yes; please describe; if "No,' please explain. (If you need more space, attach a separate statement.) -

32 Does the organization maintain the following:

a Records indicating the racial composition of the student body, faculty, and administrative staff? 32a

b Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatory basis? 32b

c Copies of all catalogues, brochures, announcements, and other written communications to the public dealing with student

admissions, programs, and scholarships? 32c

d Copies of all material used by the organization or on its behalf to solicit contributions? _ 32d

If you answered 'No' to any of the above, please explain. (If you need more space, attach a separate statement)

33 Does the organization discriminate by race in any way with respect to:

a Students' rights or privileges?

b Admissions policies? _

c Employment of faculty or administrative staff?

d Scholarships or other financial assistance?

e Educational policies? _

f Use of facilities?

g Athletic programs?

h Other extracurricular activities?

If you answered 'Yes' to any of the above, please explain. (If you need more space, attach a separate statement.)

34 a Does the organization receive any financial aid or assistance from a governmental agency?

b Has the organization ' s right to such aid ever been revoked or suspended?

If you answered 'Yes' to either 34a or b, please explain using an attached statement

35 Does the organization certify that it has complied with the applicable requirements of sections 4.01 through 4.05 of Rev . Proc. 75-50,

1975-2 C.B. 587. coverino racial nondiscrimination ? If 'No.'attach an explanation

Yesl No

Schedule A (Form 990 or 990-EZ) 2006

62314101-18-07

141 d7F1 1 1 U 79,87'11 ccn'A74n2n1 2nnf - nFni n NArF. Ff1TTNTATTON ^i cin X7 41 1

Schedule A (Form 990 or 990-EZ ) 2006 NACE FOUNDATION 23-6446205 Page 6

Part VI -A Lobbying Expenditures by Electing Public Charities (See page 10 of the instructions.) N/A(To be completed ONLY by an eligible organization that filed Form 5768)

Check ► a 0 if the oroantzatlon belongs to an affiliated group . Check ► b E::] it you checked -a* and "limited contror orovisions aooly.

Limits on Lobbying Expenditures(a)

Affiliated group(b)

To be completed for all

(The term 'expenditures' means amounts paid or incurred.) totals electing organizations

N/A36 Total lobbying expenditures to influence public opinion (grassroots lobbying) 36

37 Total lobbying expenditures to influence a legislative body (direct lobbying) 37

38 Total lobbying expenditures (add lines 36 and 37) 38

39 Other exempt purpose expenditures 39

40 Total exempt purpose expenditures (add lines 38 and 39) 40

41 Lobbying nontaxable amount. Enter the amount from the following table -

If the amount on line 40 is - The lobbying nontaxable amount is -

Not over $500,000 20% of the amount on line 40

Over $500,000 but not over $ 1,000 , 000 $100,000 plus 15% of the excess over $500,000

Over $1,000,000 but not over $1,500,000 $175,000 plus 10% of the excess over $ 1,000,000 41

Over $ 1,500,000 but not over $17 , 000,000 $225,000 plus 5% of the excess over $ 1,500,000

Over $17,000,000 $1,000,000

42 Grassroots nontaxable amount (enter 25% of line 41) 42

43 Subtract line 42 from line 36. Enter -0- if line 42 is more than line 36 43

44 Subtract line 41 from line 38. Enter -0- If line 41 is more than line 38 44

Caution : If there is an amount on either hne 43 or line 44, you must file Form 4720

4-Year Averaging Period Under Section 501(h)(Some organizations that made a section 501(h) election do not have to complete all of the five columns

below . See the instructions for lines 45 through 50 on page 13 of the instructions.)

Lobbying Expenditures During 4-Year Averaging PeriodN/A

Calendar year ( or (a) (b) (c) (d) (e)fiscal year beginning in) ► 2006 2005 2004 2003 Total

45 Lobbying nontaxable

amount 0.46 Lobbying ceiling amount

150% of line 45 ( e )) 0 .

47 Total lobbying

expenditures 0.48 Grassroots nontaxable

amount 0.49 Grassroots ceiling amount

150% of line 48 ( e )) 0.

50 Grassroots lobbying

exp enditures 0.Part Vl-B Lobbying Activity by Nonelecting Public Charities

(For reporting only by organizations that did not complete Part VI-A) (See page 13 of the instructions.) N/A

During the year, did the organization attempt to influence national, state or local legislation, including any attempt toYes No Amount

influence public opinion on a legislative matter or referendum, through the use of.

a Volunteers _

b Paid staff or management (Include compensation in expenses reported on lines c through h.)

c Media advertisements

a Mailings to members, legislators, or the public

e Publications, or published or broac c st statements _

f Grants to other organizations for lobbying purposes

g Direct contact with legislators, their staffs, government officials, or a legislative body

It Rallies, demonstrations, seminars, conventions, speeches, lectures, or any other means

i Total lobbying expenditures (Add lines c through. ;l.) 0.If 'Yes' to any of the above, also attach a statement giving a detailed description of the lobbying activities.

01-1a07 Schedule A (Form 990 or 990-EZ) 2006

1514261119 758231 5503740201 2006.06010 NACE FOUNDATION 55037411

Schedule A (Form 990 or 990-EZ) 2006 NACE FOUNDATION 23-6446205 Page 7

Part VII Information Regarding Transfers To and Transactions and Relationships With Noncharitable

' Exempt Organizations (See page 13 of the instructions.)

51 Did the reporting organization directly or indirectly engage in any of the following with any other organization described in section

501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

Yes Noa Transfers from the reporting organization to a noncharitable exempt organization of

(i) Cash 51a(i) X

(ii) Other assets a(ii) X

b Other transactions:

(i) Sales or exchanges of assets with a noncharitable exempt organization b(i) X

(ii) Purchases of assets from a noncharitable exempt organization b(ii) X

(iii) Rental of facilities, equipment, or other assets b(iii) X

(iv) Reimbursement arrangements b(iv) X

(v) Loans or loan guarantees b(v) X

(vi) Performance of services or membership or fundraising solicitations b(vi) X

c Sharing of facilities, equipment, mailing lists, other assets, or paid employees C X

d If the answer to any of the above is 'Yes,' complete the following schedule. Column (b) should always show the fair market value of the

goods, other assets, or services given by the reporting organization. If the organization received less than fair market value in any

1614261119 758231 5503740201 2006.06010 NACE FOUNDATION 55037411

52 a Is the organ iz ation directly or indirectly affiliated with , or related to, one or more tax-exempt organizations described in section 501 ( c) of the

Code ( other than section 501(c)(3)) or in section 527') _ 110- ® Yes EJ No

01-18-07 Jcneouie A trorm you or yyu-tcy zuuo

NACE FOUNDATION 23-6446205

FORM 990 SPECIAL EVENTS AND ACTIVITIES STATEMENT 1

GROSS CONTRIBUT. GROSS DIRECT NETDESCRIPTION OF EVENT RECEIPTS INCLUDED REVENUE EXPENSES INCOME

SILENT AUCTION 4,350. 4,350. 4,350.

TO FM 990, PART I, LINE 9 4,350. 4,350. 4,350.

FORM 990 STATEMENT OF ORGANIZATION'S PRIMARY EXEMPT PURPOSE STATEMENT 2PART III

EXPLANATION

TO EXPAND LEADING EDGE RESEARCH AND EDUCATIONAL RESOURCES WHICH FACILITATETHE EMPLOYMENT OF THE COLLEGE EDUCATED.

FORM 990 IDENTIFICATION OF RELATED ORGANIZATIONS STATEMENT 314

PART VI, LINE 80B

NAME OF ORGANIZATION EXEMPT NONEXEMPT

NATIONAL ASSOCIATION OF COLLEGES AND EMPLOYERS X

SCHEDULE A OTHER INCOME STATEMENT 4

2005 2004 2003 2002DESCRIPTION AMOUNT AMOUNT AMOUNT AMOUNT

SILENT AUCTION 4,475. 4,156. 4,115. 0.

TOTAL TO SCHEDULE A, LINE 22 4,475. 4,156. 4,115. 0.

19 STATEMENT(S) 1, 2, 3, 414261119 758231 5503740201 2006.06010 NACE FOUNDATION 55037411

NACE FOUNDATION 23-6446205

SCHEDULE A AFFILIATION WITH TAX-EXEMPT ORGANIZATIONS STATEMENT 5PART VII, LINE 52, COLUMN (C)

NAME OF AFFILIATED OR RELATED ORGANIZATION

NATIONAL ASSOCIATION OF COLLEGES AND EMPLOYERS

DESCRIPTION OF RELATIONSHIP WITH AFFILIATED OR RELATED ORGANIZATION

NACE FOUNDATION SHARES FORMAL GOVERNANCE WITH NATIONAL ASSOCIATION OF

COLLEGES AND EMPLOYERS. THE NACE FOUNDATION BOARD OF DIRECTORS CONSISTS

ENTIRELY OF THE NATIONAL ASSOCIATION OF COLLEGES AND EMPLOYERS EXECUTIVE

COMMITTEE.

20 STATEMENT(S) 514261119 758231 5503740201 2006.06010 NACE FOUNDATION 55037411

NACE Foundation Board

Chair. Nancy DiltheyStaff Liaison: Norita Rehrig

Dr. Ralph Brigham Deborah T. ChereckGlobal Director of Campus Relations Director, Career CenterSouthwestern Company University of Oregon2451 Atrium Way P. O. Box 3257Nashville, TN 37214 Eugene, OR 97403615-391-2946 541/346-6005Fax: 615/884-3445 Fax: 541/346-6038rbrigham(a)_southwestern com dchereck(ciluoregon edu

Emanuel Contomanolis , PhD 3 Marilyn Mackes 3

Associate Vice-President & Director Executive DirectorRochester Institute of Technology NACECo-op and Career Services 62 Highland Avenue57 Lomb Memorial Drive Bethlehem, PA 18017Bausch and Lomb Center 610/868-1421Rochester, NY 14623 Fax: 610/868-0208585/475-5464 mmackes(cilnaceweb. orgFax: 585/475-5476emcoce( rit edu Norita Rehrig

Assistant Executive DirectorKathleen Powell NACEAssoc. Dean, Dir. Career Devt & Grad Serv. 62 Highland Ave.Grinnell College Bethlehem, PA 180171127 Park Street 610/868-1421, Ext.130Grinnell, IA 50112 Fax: 610/868-0200641/269-4640 nrehrig(q-_)naceweb.orgFax: 641/269-4508powellka(agrinnell edu

Nancy DiltheyManager, University RelationsJohnson & Johnson501 George StreetNew Brunswick , NJ 08901732/524-1658Fax: 732/524-2587ndilthey ED-corus.ini com

BYLAWSOF

THE NACE FOUNDATION

ARTICLE IName, Purpose, Location, and Limitation

1.1 Name . The name of this organization is the NACE Foundation (the "Foundation").

1.2 Purposes . The purposes of the Foundation are exclusively charitable, including, withoutlimitation: (i) fostering educational research on the employment of college graduates; (ii) fosteringeducational programs for career counselors and employment professionals related to the employment ofcollege graduates; (iii) fostering the development of information resources on the employment of thecollege graduate; (iv) providing information to practitioners and other interested parties; and (v) exercisingany other powers conferred upon Foundations organized pursuant to the provisions of the PennsylvaniaNonprofit Corporation Law of 1988, as the same may be amended or supplemented (the "Law) that arenot inconsistent with the Foundation's Declaration of Trust.

1.3 Location. The registered office of the Foundatiort shall be at such location inPennsylvania as the Board of Trustees may from time to time determine. The Foundation may also haveoffices at such other places as the Board of Trustees may from time to time determine.

1.4 Limitations . The Foundation shall not carry on activities not permitted to be carried on:(i) by a Foundation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Codeof 1986, as amended (the "Code"); or (ii) by a Foundation contributions to which are deductible underSection 170(c)(2) of the Code. No substantial part of the activities of the Foundation shall be the carryingon of propaganda, or otherwise attempting to influence legislation, and the Foundation shall notparticipate in, or intervene in (including the publishing or distribution of statements), any politicalcampaign on behalf of, or in opposition to, any candidate for public office.

ARTICLE 2Membership

2.1 Members . The Foundation shall have no members.

ARTICLE 3Governance

3.1 Governing Body. The governing body of the Foundation shall be the Board of Trustees,also referred to as the "Trustees.'

3.2 Powers . The Board of Trustees shall have all powers and duties for the conduct of theactivities of the Foundation except as otherwise required by law, these Bylaws, the Declaration of Trust,or a resolution duly adopted by the Board of Trustees.

3.3 Composition . The Trustees of the Foundation shall be the National Association ofColleges and Employers (hereinafter referred to as "NACE°) Executive Committee including thePresident, President-Elect, Vice President-College, Vice President-Employer, Past President, andSecretary-Treasurer. These individuals shall serve on the Board of Trustees during his/her term of office .on the-MACE Executive Committee.

Page 1

3.4 Declaration of Policy . Responsibility and authority for any declaration of Foundation

policy, and/or endorsement and/or rejection of any matter on any subject of policy, is reserved to the : -'judgment and discretion of the Board of Trustees . Committees of the Foundation are not authorizeddirectly or indirectly to commit the Foundation in any way or in any manner, financially or otherwise,without prior approval by the Board of Trustees , except as specified in the approved budget or-in specificresolutions of the Board of Trustees . The Board of Trustees , except as herein otherwise provided, shallhave control of the affairs of the Foundation , including all matters relating to the acquisition , holding,management , control , investment , and disposition of the funds and other property of the Foundation.

3.5 Meetings . There shall be at least one annual meeting of the Board of Trustees.Additional meetings may be called by the Chair of the Trustees or the Secretary-Treasurer or by amajority of the members of the Board.

3.6 Notice .

(a) Generally . Any notice required to be given by statute, the Declaration of Trust, orthese Bylaws, shall be deemed to be delivered according to the following rules: upon personal delivery; ifby mail, when deposited in the U.S. mail in a sealed envelope, properly addressed, with postage prepaid;if by facsimile, when the facsimile is sent via the facsimile number shown for the Trustee on theFoundation records; if electronically, when transmitted to such address shown for the Trustee on therecords; and if by overnight mail, when deposited with the shipping company in a sealed envelope,properly addressed, with shipping charges prepaid or billed to sender's account. Written notice, includingthe agenda of all meetings of the Board of Trustees shall be given to all members no less than three (3)days before the time set for such a meeting.

(b) Waiver of Notice . A written waiver of any notice required to be given by statute,the Declaration of Trust , or these Bylaws, signed by the person( s) entitled to such notice whether beforeor after the time stated, shall be deemed equivalent to the giving of such notice . Attendance at a meetingshall constitute a waiver of notice of such meeting, except where a person attends a meeting for theexpress purpose of objecting to the holding of the meeting because proper notice was not given.

3.7 Quorum . A majority of the Board of Trustees in office shall constitute a quorum for thetransaction of business at any meeting of the Trustees.

3.8 Authority . The act of a majority of the Trustees present at a meeting at which a quorumis present shall be the act of the Board of Trustees, except as otherwise provided by statute, by theDeclaration of Trust, or by these Bylaws.

3.9 Vote . Each Trustee shall have one (1) vote on all matters submitted to a vote of theBoard of Trustees. No Trustee voting by proxy shall be permitted.

3.10 Teleconferencing . Any person participating in a meeting of the Board of Trustees mayparticipate by means of conference telephone or similar communications equipment by means of whichall persons participating in the meeting are able to hear one another. Such participation shall constitutepresence in -person at the meeting.

3.11 Action by Unanimous Written Consent . Any action required or optional to be taken at ameeting of the Board of Trustees may be taken without a meeting if a consent in writing, setting forth theaction so taken, shall be signed by all of the Trustees entitled to vote.

3.12 Minutes and Procedure . Full minutes of each meeting of the Board of Trustees shall berecorded by the Secreta ry-Treasurer , containing the results of the deliberations of the Board of Trustees.The minutes shall be submitted to the Board of Trustees for approval at the subsequent meeting of theBoard of Trustees . All meetings of the Board of Trustees shall be conducted in accordance with any rulesof procedure adopted by the Board of Trustees for its own governance , to the extent that such rules ofprocedure ate not inconsistent with these Bylaws , the Declaration of Trust, or the Law.

Page 2

3.13 Removal . Any Trustee may be-removed from office at any time with or without cause by

the affirmative vote of a majority of the Trustees in office, pursuant to any related procedures adopted by

the Board of Trustees, provided that written notice of the intention to consider removal of such Trustee

has been included in the notice of the meeting. The Trustee being considered for removal may not

participate in the vote regarding removal.

3.14 Vacancies . A Trustee's position vacated for any reason or a vacancy resulting from an

increase in the number of Trustees shall be filled by a vote of a majority of the Board of Trustees present

at a meeting at which a quorum is present. A Trustee selected to full a vacancy shall serve for the _

balance of the unexpired term.

ARTICLE 4Officers

4 .1 Positions, Election, Term . The Officers of the Foundation shall include a Chairperson, aChairperson-Elect, and a Secretary-Treasurer. The Chairperson-Elect shall succeed to the office ofChairperson upon the expiration of the term of the Chairperson. The Chairperson will rotate on a yearlybasis between the Vice President-Employer and the Vice President-College serving on NACE's ExecutiveCommittee. The Chairperson Elect shall be either the NACE Vice President-College or the NACE VicePresident-Employer, whichever is not the Chairperson in that year. The Secretary-Treasurer is the NACEExecutive Director who shall serve continuously as long as he or she is in this position. The Trustees maycreate and elect such other officers at the time, in the manner, and for such term as the Board of Trusteesfrom time to time determines.

4.2 Duties . The duties of the officers shall include the following:

(a) Chairperson of the Board . The Chairperson shall preside at all meeting of the

Board of Trustees. The Chairperson shall in general supervise and have charge of all of the affairs of the

Foundation, pursuant to the direction and oversight of the Board of Trustees, and shall have such other

powers and duties as may be designated by the Board of Trustees from time to time.

(b) Chairperson Elect . In the event of an absence or inability to serve asChairperson, the Chairperson Elect shall perform the duties of Chairperson, and when so acting, shallhave all the powers of and be subject to all the restrictions upon the Chairperson. The Chairperson Electshall perform such other duties as may be assigned by the Chairperson or the Board of Trustees. TheChairperson Elect shall succeed to the office of Chairperson upon the expiration of the term of theChairperson.

(c) Secretary-Treasurer . The Secretary-Treasurer shall record the minutes of all

7 meetings of the Board of Trustees; maintain such minutes in one (1) or more books provided for such

purpose; ensure that all notices are duly given in accordance with the provisions of these Bylaws or as

required by Law; be the custodian of the corporate records, including but not limited to all correspondence

of the Foundation; have charge and custody of and be responsible for all funds and securities of the

Foundation; may sign any contracts, deeds, mortgages, and/or other instruments which the Board ofTrustees has authorized tube executed; sign all checks, drafts or other orders for the payment of money,

notes or other evidence of indebtedness issued in the name of the Foundation; receive and give receipts

for monies due and payable to the Foundation from any sources whatsoever, and deposit all such monies

in the name of the Foundation in such banks, trust companies, or other depositories as shall be selectedin accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the

office of Secretary-Treasurer and such other duties as from time to time may be assigned to him/her bythe Chairperson or the Board of Trustees. If required by the Board of Trustees, the Secretary-Treasurershall give a bond for the faithful discharge of his/her duties in such sum and with such surety or suretiesas the Board of Trustees shall determine.

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4.3 Subordinate Officers, Employees and Agents .

(a) Appointed by the Board of Trustees . The Board of Trustees may from time totime elect such other officers and appoint such employees or other agents as the business of theFoundation may require, each of whom shall hold office for such period, have such authority and dutiesas provided in these Bylaws, as the Board of Directors may from time to time determine.

(b) Appointed by Officers . One (1) or more duties of any officer of the Foundationmay be expressly delegated by such officer to one (1) or more other officers, employees, or other agentsof the Foundation, provided that if such delegation is not to another officer, then the officer shall superviseand oversee the actions of such employee(s) or agent(s). Actions taken by officers, employees, or agentsof the Foundation shall in all instances be subject to Section 3.4 (Declaration of Policy) of these Bylaws,relating to limitations of responsibility and authority and restricting commitments on behalf of theFoundation and in matters of policy.

4.4 . Removal or Resignation of Officers . An officer shall be removed from office if he/she isremoved from the NACE Executive Committee. Resignation from the NACE Board of Directors or theNACE Executive Committee shall constitute resignation from any office of the Foundation.

ARTICLE 5Committees

5.1 Establishment

(a) Committees of Trustees . The Board of Trustees may create one (1) or morecommittees consisting of Trustees by adopting a resolution by a majority of the Trustees present at ameeting at which a quorum is present. Members of such committee shall be appointed by the Board ofTrustees. All committees of Trustees shall have and may exercise all of the powers and authority of theBoard of Trustees, except that no committee shall have any power or authority as to the following:

(i) The filling of vacancies on the Board.(ii) The adoption, amendment or repeal of the Bylaws.(iii) The amendment or repeal of any resolution of the Board.(iv) Action on matters committed by the Bylaws or by resolution of the Board

to another committee of the Board.

(b) Other Committees. The Board of Trustees may oreate a committee, task force,or team, whose members need not be Trustees, to assist in the management of the Foundation byadopting a resolution by a majority of the Trustees present at a meeting at which a quorum is present.Members of such committees shall be appointed by the Chairperson.

5_2 Limitation on Delegated Authority. Actions taken by committees shall in all instances besubject to Section 3.4 (Declaration of Policy) of these Bylaws, relating to limitations of responsibility andauthority and restricting commitments on behalf of the Foundation and in matters of policy.

5533 Chairperson . One (1) member of each committee may be appointed as Chairperson ofthe committee by the Chairperson of the Board of Trustees, unless the appointment of such Chairpersonshall be made by resolution of the Board of Trustees.

5.4 Dissolution of Committees . Unless otherwise provided by the Board of Trustees upon its

establishment, a-committee may be dissolved by vote of a quorum of the Board of Trustees as it deemsappropriate.

5_5 Vacancies . Vacancies in the membership of any committee may be filled at any time byappointments made in the same manner as provided in the case of the original appointments.

Page 4

5.6 Removal or Resignation of Committee Members .

(a) Removal . Any committee member may be removed from office at any time bythe affirmative vote of a majority of the Board of Trustees present at a meeting at which a quorum ispresent, pursuant to any related procedures adopted by the Board of Trustees. The committee memberbeing considered for removal may not participate in the vote regarding removal.

(b) Resignation. Any committee member may resign at any lime by giving writtennotice to the Chairperson of the Board of Trustees. Such resignation shall take effect at the time specifiedin such notice, or, if no time is specified, at the time such resignation is tendered.

ARTICLE 6Compensation

6.1 General Rule . Officers and Trustees as such shall not receive any salary for theirservices; provided, however, that nothing herein contained shall be construed to preclude an Officer orTrustee from serving the Foundation in any other capacity and receiving reasonable compensation.

,",°TICL" ?Liability and Indemnification

7.1 General Rule . A Trustee shall not be personally liable for monetary damages as Trusteefor any action taken, or any failure to take any action unless:

(a) the Trustee has breached or failed to perform the duties of Trustee in accordancewith the standard of conduct contained in Section 5712 of the Act and any amendments and successoracts thereto; and

recklessness;(b) the breach or failure to perform constitutes self-dealing, willful misconduct, or

Provided however , the foregoing provision shall not apply to (a) the responsibility orliability of a Trustee pursuant to any criminal statute or (b) the liability of a Trustee for the payment oftaxes pursuant to local, state, or federal law.

7.2 Indemnification . The Foundation shall, to the fullest extent permitted by applicable law,indemnify any officer or Trustee who was or is a party or is threatened to be made a party to anythreatened , pending, or completed action, suit, or proceeding , whether civil, criminal , administrative, orinvestigative . (and whether or not such action , suit, or proceeding arises or arose by or in the right of theFoundation or other entity) by reason of the fact that such person is or was a representative of theFoundation , against expenses (including attorneys' fees and costs ), judgments, fines (including excisetaxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlementactually and reasonably incurred by such person in connection with such action or proceeding if suchperson acted in a good faith and in a manner he or she reasonably believed to be in, or not opposed to,the best interests of the Foundation, and with respect to any criminal proceeding , had no reason tobelieve such conduct was illegal, excepi as otherwise provided in Section 7 . 4 hereof.

7.3 Expenses. Expenses incurred by a person covered by Section 7 .2 hereof or otherwisepermitted by law in defending a threatened , pending , or completed civil or criminal action, suit, or -proceeding shall be paid by the Foundation in advance of the final disposition of such action , suit, orproceeding upon receipt of an undertaking by or on behalf of such person to repay the amount soadvanced if it shall ultimately be determined that such person is not entitled to be indemnified by theFoundation , except as otherwise provided in Section 7.4.

Page 5

7.4 Exceptions . No persons shall be entitled to indemnification pursuant to Section 7.2 oradvancement of expenses pursuant to Section 7 . 3 if a final unappealable judgment or award establishesthat such a Trustee or officer engaged in self-dealing or willful misconduct; (a) for expenses or liabilities ofany type whatsoever (including , but not limited to, judgments, fines, and amounts paid in settlement)which have been paid directly to such person by an insurance carrier under a policy of officer and Trusteeliability insurance maintained by the Foundation or other enterprise ; or (b) for amounts paid in settlementof any threatened , pending or completed action, suit, or proceeding without the written consent of theFoundation , which written consent shall not be unreasonably withheld . Also, in instances of a claim by orin the right of the Foundation , indemnification shall not be made under this section in respect of any claim, -issue, or matter as to which the person has been adjudged to be liable to the Foundation unless and onlyto the extent that the court of common pleas of the judicial district embracing the court in which theregistered office of the Foundation is located or that court in which the action was brought determinesupon application that , despite the adjudication of liability but in view of all the circumstance of the case,such person is fairly and reasonably entitled to indemnity for such expenses that the court of commonpleas of or other court shall deem proper . The Board of Trustees of the Foundation is hereby authorized,at any time by resolution , to add to the above list of exceptions from the right of the indemnification underSection 7 .2 or advancement of expenses under Section 7 . 3, but any such additional exception shall notapply with respect to any event, act, or omission which has occurred prior to the date that the Board ofTrustees in fact adopts such resolution . Any such additional exception may, at any time after its adoption,be amended , supplemented , waived, or terminated by further resolution of the Board of Trustees of theFoundation.

7.5 Procedure . Unless ordered by a court, any indemnification under Section 7.2 orotherwise permitted by law shall be made by the Foundation only as authorized in the specific case upona determination that indemnification is proper in the circumstances because he or she as met theapplicable standard conduct set forth under that section. Such determination shall be made by:

(a) the Board of Trustees by a majority vote of a quorum consisting of Trustees who ->11were not parties to the action or proceeding; or J

(b) if such quorum is not obtainable or if obtainable and a majority vote of a quorumof disinterested Trustees so directs, by independent legal counsel in a written opinion.

7.6 Continuing Right to Indemnification . The indemnification and advancement of expensesprovided pursuant to this Article 7 shall continue as to any person who has ceased to be an officer orTrustee of the Foundation and shall inure to the benefit of the heirs, executors and administrators of suchperson.

7.7 General Provisions.

(a) - The term to the fullest extent permitted by applicable law,' as used in this Article7, shall mean the maximum extent permitted by public policy, common law, or statute. Any personcovered by Section 7.2 hereof may, to the fullest extent permitted by applicable law, elect to have theright of indemnification or to advancement or reimbursement of expenses, interpreted, at such person'soption (i) on the basis of the applicable law on the date this Article 7 was adopted, or (ii) on the basis ofthe applicable law in effect at the time of the occurrence of the event or events giving rise to the action,suit, or proceeding, or (iii) on the basis of the applicable law in effect at the time indemnification is sought.

(b) The right of a person covered by Section 7.2 hereof to be indemnified or toreceive an advancement or reimbursement of expenses pursuant to Section 7.3 (i) may also be enforcedas a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereofwere set forth in a separa'.e written contract between the Foundation and such person, and (ii) shallcontinue to exist after the rescission or restrictive modsication (as determined by such person) of thisArticle 7 with respect to events, acts, or omissions occurring before such rescission or restrictivemodification is adopted.

Page 6

(c) If a request for indemnification or for an advancement or reimbursement ofexpenses pursuant hereto is not paid in full by the Foundation within thirty (30) days after a written claimhas been received by the Foundation together with all supporting information reasonably requested bythe Foundation, the claimant may at any time thereafter bring suit against the Foundation to recover theunpaid amount of the claim (plus interest at the prime rate announced from time to time by theFoundation's primary banker) and, if successful in whole or in part, the claimant shall be entitled also tobe paid expenses (including, but not limited to, attorney's fees). A determination prior to thecommencement of such action that the claimant is not entitled to indemnification or to the advancementor reimbursement of expenses shall not be a defense to the action or create a presumption that theclaimant is not so entitled.

(d) The indemnification and advancement or reimbursement of expenses providedby, or granted pursuant to, this Article 7 shall not be deemed exclusive of any other rights to which thoseseeking indemnification or advancement or reimbursement of expenses may be entitled under any bylawagreement, vote of the Trustees or otherwise, both as to action in such director's or officer's officialcapacity and as to action in another capacity while holding that office.

(e) The provisions of this Article 7 may, at any time (and whether before or afterthere is any basis for a claim for indemnification or for the advancement of reimbursement of expensespursuant hereto), be amended, supplemented, waived, or terminated, in whole or in part, with respect toany person covered by Section 7.2 hereof by a written agreement signed by the Foundation and suchperson.

(f) The Foundation shall have the right to appoint the attorney for a person coveredby Section 7.2 hereof, provided such appointment is not unreasonable under the circumstances.

7.8 Other Rights . This Article shall not be exclusive of any other right which the Foundationmay have to indemnify a person as a matter of law.

7.9 Optional Indemnification . The Foundation may, to the fullest extent permitted byapplicable law, indemnify and advance expenses for persons in all situations other than that covered bythis Article 7.

ARTICLE 8Duration and Dissolution; Separation from NACE

8.1 Duration and Dissolution . The duration of the Foundation shall be perpetual, except thatit may be dissolved in the manner provided by the Law. Upon the dissolution of the Foundation, and afterpaying or making provision for the payment of all of the liabilities of the Foundation, all assets of theFoundation shall be distributed for one (1) or more of the Foundation's exempt purposes within themeaning of Code Section 501 (c)(3), or shall be distributed to the federal government, or to a state or localgovernment, for a public purpose, in such manner as the Board of Trustees shall determine.

8.2 Separation from NACE . The approval of the Board of Trustees will be required if theFoundation seeks to separate from NACE or takes major steps toward a separation.

ARTICLE 9Adoption, Amendment and Repeal

9.1 Adoption and Effective Date . These Bylaws, which are supplemental tothe Law, were adopted as the Bylaws of the Foundation as of the IL day of *w0 - 2007, bythe Board of Trustees and shall be effective as of said date.

Page 7

9.2 Amendment and Repeal . The Bylaws may be amended or repealed, in whole or in part, and new

Bylaws may be adopted, by the vote of not less than two-thirds (2/3) of the members of the Board of

Trustees present at any duly convened meeting of the Board of Trustees at which a quorum is present.

ARTICLE 10Miscellaneous

10.1 Fiscal Year. The fiscal year of the Foundation shall be such period as established by the _Board of Trustees, but shall be the same as the fiscal year of NACE.

10.2 Audit . An annual audit shall be performed as soon after the end of the fiscal year as ispracticable. The auditor's report shall be made to the Secretary-Treasurer, who shall cause it to bedistributed to the members of the Board of Trustees. The audit shall be conducted by the same firmselected to audit NACE.

10.3 Books and Records . The Foundation shall keep correct and complete books and recordsof account and also shall also keep minutes of the proceedings of the Board of Trustees and committeeshaving any of the authority of the Board of Trustees.

10.4 Governing Law. All questions with respect to the construction of these Bylaws shall bedetermined in accordance with the applicable provisions of the laws of the State of Pennsylvania.

10.5 Headings . In interpreting these Bylaws, the headings of articles shall not be controlling.

I

Page 8

Charities Home CharitiesPage

Department of StateDOS Home

Page

Charities OnLine Database

As)lva^!

Name NACE

Registration # 69

EIN 23-6446205

Address62 HIGHLAND AVENUEBETHLEHEM, PA 18017-9085

Phone (610) 866-1421

Program Services Costs .05 %

Fundraising Costs 0 %

Administrative Costs :]F02%

Gross Contributions $ 3 44,350.00

Total Income $ 3 33,560.00

Net Assets or Fund Balance] F$ 5 44,870.00

Fiscal Year End Date 06/30/2007

* The above financial data is based on the organization's official IRS 990 Return orBCO-23 Public Disclosure Form as filed with the Bureau. This financial data has notbeen independently verified by the Bureau.

Terms and Explanations

Pennsylvania Bureau of Charitable Organizations207 North Office Building, Harrisburg, PA 17120

Phone - (717) 783-1720Toll-free within PA - (800) 732-0999

Fax - (717) 783-6014

ac the Co^^oG\

http://web.dos.state.pa.us/cgi-bin/Charities/creport.cgi 7/2/2008

NACEFOUNDATION

June 3, 2008

Pennsylvania Bureau of Charitable Organizations207 North Office BuildingHarrisburg , PA 17120

62 Highland AvenueBethlehem, PA 18017-9085

610/866-1421800/544-5272

FAX: 610/868-0208www.naceweb.org

RE: Request for Name Change for CPC Foundation (Certificate Number 69)

Please change the name of the CPC Foundation to the NACE Foundation effective

immediately. Attached for your review are the following documents:

1) Letter of determination from the IRS dated January 30, 1968.

2) Ninth Amendment to the Declaration of Trust of the NACE (formerly CPC)

Foundation authorizing the name change.

If you need any additional information to make this change, please do not

hesitate to contact me.

Sincerely,)

Marilyn F. MadkesNACE Foundation Trustee

Enclosures

cam'j

NINTH AMENDMENT

TO THE DECLARATION OF TRUST

OF THE NACE (formerly CPC) FOUNDATION

Pursuant to the authority vested in them by Article Ninth of the Declaration ofTrust of the NACE (formerly CPC) Foundation , which provides that the Declaration ofTrust may be amended at any time by written instruments signed and sealed by amajority of the trustees and acknowledged by any of the trustees , the trustees of theNACE (formerly CPC) Foundation hereby amend the Declaration of Trust in the followingrespects:

(1) Article First is hereby amended to read as follows:'This trust will be called the 'NACE Foundation."

(2) Any and all references to "CPC" Foundation in the trust document shall bechanged to "NACE" Foundation.

IN WITNESS WHEREOF, this Amendment to the Declaration of Trust ofthe NACE (formerly CPC) Foundation is signed , executed and sealed.

04Date

D

/6-t5J4Ms. Kathy Sims, ITustee

Ms. Susan Hansen , Trustee

Date

Date

^14jljjohaorl -- , IMs. Patti Mor an jnneI , Trustee Date

i t

D e

XA.-^ aw/Date

S.Barbara/Iks, T^r+ustee

Form 8868 Application for Extension of Time To File an(Rev. April2007) Exempt Organization Return OMB No. 1545-1709Department of the Treasury

Internal Revenue Service ► File a separate application for each return.

• If you are filing for an Automatic 3-Month Extension, complete only Part I and check this box . ►• If you are filing for an Additional (not automatic) 3-Month Extension, complete only Part II (on page 2 of this form).

Do not complete Part 11 unless you have already been granted an automatic 3-month extension on a previously filed Form 8868.

PartI Automatic 3-Month Extension of Time. Only submit original (no copies needed)

Section 501 (c) corporations required to file Form 990-T and requesting an automatic 6-month extension - check this box

and complete Part I only . . .. . Q

All other corporations (including 1120-C filers), partnerships, REMICs, and trusts must use Form 7004 to request an extension of timeto file income tax returns.

Electronic Filing (e -file). Generally, you can electronically file Form 8868 if you want a 3-month automatic extension of time to file one of the returnsnoted below (6 months for section 501(c) corporations required to file Form 9901). However, you cannot file Form 8868 electronically if (1) you wantthe additional (not automatic) 3-month extension or (2) you file Forms 990-BL, 6069, or 8870, group returns, or a composite or consolidated Form990-T Instead, you must submit the fully completed and signed page 2 (Part II) of Form 8868. For more details on the electronic filing of this form,visit www-rrs gov/efile and click on e-file for Chanties & Nonprofits.

Type or I Name of Exempt Organization I Employer identification number

print

File by the

due date for

filing your

return See

instructions

TINumber, street, and room or suite no. If a P.O. box, see instructions.

-64462

City, town or post office, state, and ZIP code. For a foreign address, see instructions.

RT7rPLTT.RT-TRM VA 1 AM 7- Q n R c,

Check type of return to be filed(ffle a separate application for each return):

® Form 990 0 Form 990-T (corporation) Q Form 4720

0 Form 990•BL Q Form 990-T (sec . 401(a) or 408(a) trust) Q Form 5227

Form 990-EZ Q Form 990-T (trust other than above) Q Form 6069

Form 990-PF Form 1041 -A El Form 8870

• The books are in the care of ► MARILYN MACKES, SECRETARYTelephone No ► 6108681421 FAX No. ►

• If the organization does not have an office or place of business in the United States, check this box . - ► LI

• If this is for a Group Return , enter the organization ' s four digit Group Exemption Number (GEN) If this is for the whole group , check this

box ► 0 - If it is for part of the group , check this box ►0 and attach a list with the names and EINs of all members the extension will cover.

1 I request an automatic 3-month (6-months for a section 501 (c) corporation required to file Form 990-T) extension of time until

FEBRUARY 15, 2008 , to file the exempt organization return for the organization named above . The extension

is for the organization 's return for:

►Q calendar year or

tax year beginning JUL 1. 2006 , and ending JUN 30, 2007

2 If this tax year is for less than 12 months , check reason : EDInitial return Q Final return LI Change in accounting period

3a If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069, enter the tentative tax, less any

nonrefundable credits. See instructions.

b If this application is for Form 990-PF or 990-T, enter any refundable credits and estimated

c

Caution. If you are going to make an electronic fund withdrawal with this Form 8868, see Form 8453-EO and Form 8879-EO for payment instructions.

LHA For Privacy Act and Paperwork Reduction Act Notice, see instructions. Form 8868 (Rev. 4-2007)

C'T 7/6S 5dQ 6y'Y O/0$ a97d

82383105-01-07

K7A111 1 7gQ'Yt1 gqnz7nnInI nnnc nen+ n - - - - - -

tax payments matte. Include any prior year overpayment allowea as a creart.

Balance Due. Subtract line 3b from line 3a. Include your payment with this form, or, if required,

deposit with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System).