CHARTER AND POWERS OF THE AUDIT COMMITTEE
January 14, 2005

RESOLVED, that the Board hereby establishes the Audit Committee of the Foundation Board of Directors (the "Audit Committee") as a Committee of the Board pursuant to Article VI, Section 6.1 of the Bylaws.

RESOLVED, that the charter and powers of the Audit Committee shall be:

a.   Overseeing that management, including officers and staff, has

maintained the reliability and integrity of the accounting policies

and financial reporting and disclosure practices of the Foundation;

b.   Overseeing that management has established and maintained

processes to assure that an adequate system of internal control is

functioning within the Foundation;

Composition

The Audit Committee shall be comprised of three or more directors as determined by the Board, none of whom shall be officers of the Foundation, and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. The officers of the Foundation shall be invited to be in attendance at meetings of the Audit Committee and to participate in the deliberations thereof, except as the Committee may otherwise determine.

The Chairperson of the Foundation, with the approval of a majority of the Directors then in office, shall appoint the members of the committee, including the Chair.

Meetings

The Committee shall meet at least four times annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee should meet at least annually with management, and the independent accountants in separate executive sessions to discuss any matters that the Committee or each of these groups believe should be discussed privately. In addition, the Committee should meet with the independent accountants and management to review the Foundation annual financial statements before they are released.

RESOLVED, that the Audit Committee shall have the following specific powers and duties:

I.         CONTINUOUS ACTIVITIES - GENERAL

1.   Provide an open avenue of direct communication between the

independent auditor and the Board of Directors.

2.   Meet as circumstances require. The Committee may ask

members of management or others to attend meetings and provide

pertinent information as necessary.

3.   Confirm and assure the independence of the independent auditor.

4.   Review with the independent auditor the coordination of audit

efforts to assure completeness of coverage, reduction of redundant

efforts, and the effective use of audit resources.

5.   Inquire of management and the independent auditor about

significant risks or exposures and assess the steps management

has taken to minimize such risk to the Foundation.

6.   Consider and review with the independent auditor:

a.   The adequacy of the Foundation’s internal controls including

computerized information system controls and security.

b.   Findings and recommendations of the independent auditor

regarding the Foundation’s system of internal controls together

with management's responses.

7.   Consider and review with management and the independent auditor:

a.   Significant findings during the year, including the status of

previous audit recommendations.

b.   Any difficulties encountered in the course of audit work

including any restrictions on the scope of activities or access to

required information.

8.   Meet periodically with the independent auditor and

management in separate executive sessions to discuss any

matters that the Audit Committee or these groups believe should

be discussed privately with the Audit Committee.

9.   Report periodically to the Board of Directors on significant

results of the foregoing activities.

10.   Review with the independent auditors and financial and

accounting personnel, the adequacy and effectiveness of the

accounting and financial controls of the Foundation, and elicit any

recommendations for the improvement of such internal control

procedures or particular areas where new or more detailed

controls or procedures are desirable. Particular emphasis

should be given to the adequacy of such internal controls to

expose any payments, transactions, or procedures that might be

deemed illegal or otherwise improper. Further, the Audit Committee

periodically should review Foundation policy statements to

determine their adherence to the code of conduct.

11.   Review accounting and financial human resources and

succession planning within the Foundation.

12.   Submit the minutes of all meetings of the Audit Committee to,

or discuss the matters discussed at each Committee meeting with,

the Board of Directors.

II.         CONTINUOUS ACTIVITIES - RE: REPORTING SPECIFIC POLICIES

1.   Advise management and the independent auditor they are

expected to provide a timely analysis of significant current financial

reporting issues and practices.

2.   Provide that financial management and the independent

auditor discuss with the Audit Committee their qualitative

judgments about both the appropriateness, and the acceptability,

of accounting principles and financial disclosure practices used or

proposed to be adopted by the Foundation and, particularly, about

the degree of aggressiveness or conservatism of its accounting

principles and underlying estimates.

3.   Inquire as to the auditor's independent qualitative judgments

about the appropriateness, not just the acceptability, of the

accounting principles and the clarity of the financial disclosure

practices used or proposed to be adopted by the Foundation.

4.   Inquire as to the auditor's views about whether management's

choices of accounting principles are conservative, moderate, or

aggressive from the perspective of income, asset, and liability

recognition, and whether those principles are common practices or

are minority practices.

5.   Determine, as regards to new transactions or events, the

auditor's reasoning for the appropriateness of the accounting

principles and disclosure practices adopted by management.

6.   Assure that the auditor's reasoning is described in determining

the appropriateness of changes in accounting principles and

disclosure practices.

7.   Inquire as to the auditor's views about how the Foundation’s

choices of accounting principles and disclosure practices may affect

the Foundation’s current and future financial statements.

III.         SCHEDULED ACTIVITIES

1.   Recommend the selection of the independent auditor for

approval by the Board of Directors, approve compensation of the

independent auditor, and review and approve, when and as

appropriate, the discharge of the independent auditor.  On annual

basis, the Committee shall review, and discuss with the

independent auditors, all significant relationships the auditors have

with the Foundation to determine such independence.

2.   Consider, in consultation with the independent auditor, the

audit scope and plan of the independent auditor.

3.   Review with management and the independent auditor the

results of annual audits and related comments including:

a.   The independent auditor's audit of the Foundation's annual

financial statements and its report thereon.

b.         Any significant changes required in the independent auditor's audit plans.

c.   Any difficulties or disputes with management encountered

during the course of the audit.

d.   Other matters related to the conduct of the audit that are to be communicated to the Audit Committee under Generally Accepted Auditing Standards.

4.   Review the results of the annual audits of director and officers'

expense accounts and management perquisites prepared by the

independent auditor.

5.   Review annually with the independent auditor the results of

the monitoring of compliance with the Foundation’s code of

conduct.

6.   Arrange for the independent auditor to be available to the full

Board of Directors at least annually to help provide a basis for the

board’s appointment of the auditor.

7.   Assure that the auditor's reasoning is described in accepting or

questioning significant estimates by management.

8.   Review the Committee's Charter annually and recommend such

changes as may seem appropriate.

IV.    "WHEN NECESSARY" ACTIVITIES

1.   Review and approve requests for any management consulting

engagement to be performed by the Foundation’s independent

auditor and be advised of any other study undertaken at the

request of management that is beyond the scope of the audit

engagement letter.

2.   Review periodically with the Foundation’s Executive Director

such legal and regulatory matters that may have a material impact

on the Foundation’s financial statements, compliance policies and

programs.

3.   Conduct or authorize investigations into any matters within the

Committee's scope of responsibilities.