Z Smith Reynolds 586038145 - 201012 - 990PF

Form
990-PF
Return of Private Foundation

or Section 4947(a)(1) Nonexempt Charitable Trust Treated as a Private Foundation
Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements. , and ending
OMB No 1545-0052
^O
Department of the Treasury
Internal Revenue Service
For calendar year 2010, or tax year beginning
G Check all that apply: Name of foundation
0 Initial return n Amended return
initial return of a former public charity 0 Name change 0 Address change
Final return
A Employer identification number
Z.
SMITH REYNOLDS FOUNDATION ,
INC.
Room/swte
58-6038145
B Telephone number
1 200
Number and street (or P O box number if mail is not delivered to street address)
147 SOUTH CHERRY STREET

City or town, state, and ZIP code
33 6-725-7541
C If exemption application is pending , check here
WINSTON-SALEM , NC
27101
D 1 Foreign organizations, check here

eor85% test, 2. Foreign organizations meputt check here and attach com
Section 501(c)(3) exempt private foundation H Check type of organization: 0 Section 4947(a )( 1 ) nonexem pt charitable trust 0 Other taxable p rivate foundation Accrual Cash I Fair market value of all assets at end of year J Accounting method: (from Part ll, co!. (c), line 16) 0 Other (specify) 11111 4 15 18 6 713. (Part 1, column (d) must be on cash basis.) Part I Analysis of Revenue and Expenses (a) Revenue and (b) Net investment (The total of amounts in columns (b) (c^ and (d) may not expenses per books income necessarily equal the amounts in column (a))
E It p rivate foundation status was terminated under section 507(b)(1)(A), check here F If the foundation is in a 60-month terminatio n under section 507 ( b )( 1 ) B), check here (d) Di sbursements (c) Adjusted net for chartable purposes income (cash basis only)
1 G;ntrlbutlons, gifts, grants, etc., received

2
3
15 , 403 , 934.
18
N/A
18
Check ^ O it thefoundahon is not required to attach Sch B

Interest on savings and temporary cash investments
472 .
472.
Dividends and interest from securities

b Net rental income or (loss)
375 , 817 .
375 , 817.
5a Gross rents
6a Net gain or Qoss) from sale of assets not on line 10
c Gross sales price for all b assets on line ea
339 , 131.
S TATEMENT 1
15 , 231 , 339. 34 7 6 4 8::
Capital gain net income (from Part IV, line 2)
8 9
Net short-term capital gain Income modifications

b Less Cost of goods sold
Gross sales less returns 10a and allowances
c Gross profit or (loss) 11 Other income 12 Total. Add lines 1 throw h 11 13 14 15

Compensation of officers , airectors,
trustees, etc
Other employee salaries and wages Pension plans, employee benefits
y 16a Legal fees CL W 17 19
b Accounting fees
c Other professional fees Interest
$ TMT 2 STMT 3
16 13 7 314 599 242 103 25
354. 635 . 003 . , 902. , 654. , 256.
741 . 937. 0. 0. 0. 0. 0. 0.
0.
3-1-4 599 242 103 25
, 635. 003 . 902. , 654. 256.
18 Taxes
Depreciation and depletion
STMT 4
76 , 812.
78 642 .
64 , 730. 196 761 .

182 013 .
'E 20 Occupancy
< 21 Travel, conferences, and meetings
a 22
aV
19 6 7 61.
18 2 013.
0.
0.
Printing and publications
c 23 Other expenses
M
STMT 5
2 815. 835 , 311. 2 657 804. 16 , 961 058. 19 618 862. <3 , 481 , 508.
0. 0. 0. 0.
2 815 . 835 311. 2 567 080. 17 009 819. 19 576 899.
24 Total operating and administrative a expenses . Add lines 13 through 23 0 25 Contributions, gifts, grants paid 26 Total expenses and disbursements. Add lines 24 and 25 27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements
LU Z
b Net investment income Cif negative , enter -0- )

c Adjusted net income if negative , enter -o2 LHA For Paperwork Reduction Act Notice, see the instructions 12-07-10
741 , 937.
N/A Form UW-111- (2010)
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Balance Sheets
Auachedschedules and amounts in the description
Beg inning of year (a ) Book Va lue (b) Book Valu e
column should be for end -0t-yearamounts only
End o f year (c) Fair M arket Value
1 Cash - non-interest-bearing
2 Savings and temporary cash investments
110.
110.
110.
919 , 643.
6 , 516.
740 , 075. 6 516.
740 F 075. 6 516 .
3 Accounts receivable ^
Less: allowance for doubtful accounts ^ 4 Pledges receivable ^ Less: allowance for doubtful accounts ^ 5 Grants receivable 6 Receivables due from officers, directors, trustees, and other disqualified persons
7 Other notesand loans receivable ^
5 , 788.
Less: allowance for doubtful accounts ^ 8 Inventories for sale or use 9 Prepaid expenses and deterred charges 10a Investments - U.S. and state government obligations b Investments - corporate stock c Investments - corporate bonds ^ 11 investments - land , buildings , and equipment.basis
Less accumulated deprecrabon
789. STMT STMT 7 8
10 , 293 , 162. 6 , 972 , 289. 159 1 611.
8 , 347 , 489. 5 , 6 8 7 18 8. 88 , 506.
8 , 606 , 768. 5 744 738. 88 , 506.
699 , 827. 611 3 21 .
12 Investments - mortgage loans 13 Investments - other 14 Land, buildings, and equipment: basis ^
Less accumulated deprecation ^
15 Other assets (describe ^ 16 17 18 19

20
Total assets ( to be com p leted by all filers ) Accounts payable and accrued expenses Grants payable Deferred revenue
Loans from officers, directors , trustees , and other disqualified persons
18 , 351 , 392.
14 , 869 , 884.
15 , 186 , 713.
2 J
21 22
Mortgages and other notes payable Other liabilities (describe ^ 0. ^ 0.
g m r_ 0
23 Total liabilities ( add lines 17 throw h 22 ) Foundations that follow SFAS 117, check here and complete lines 24 through 26 and lines 30 and 31. 24 Unrestricted 25 Temporarily restricted 26 Permanently restricted
27 28 29
Foundations that do not follow SFAS 117, check here ^ and complete lines 27 through 31. Capital stock, trust principal, or current funds Paid-in or capital surplus, or land, bldg., and equipment fund
0. 0.
0. 0.
<
Retained earnings, accumulated income, endowment, or other funds
Z 30 Total net assets or fund balances

31 Total liabilities and net assets/fund balances
18 , 351 , 392. 18 , 351 , 392.
14 , 869 , 884. 14 , 869 , 884.
STATEMENT 6
18 , 351 , 392.
14 , 869 , 884.
Part III
1
Analysis of Changes in Net Assets or Fund Balances
Total net'assets or fund balances at beginning of year - Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year's return) 2 Enter amount from Part I, line 27a 3 Other increases not included in line 2 (itemize) ^ 4 Add lines 1, 2, and 3
5 Decreases not included in line 2 (itemize) ^
18,351,392. <3,481,508. > 0. 14,869,884. 0. 14,869,884.

Form 990-PF (2010)
023511
12-07-10
Form 990-PF (2010) Z. SMITH REYNOLDS FOUNDATION , INC. Part IV Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.) la (b How acquired Purchase D Donation
58-6038145
(c Date acquired (mo ,day, yr)
Pa g e 3
(d) Date sold (mo., day, yr.)
b
C
d
SEE ATTACHED STATEMENT
e
(e) Gross sales price (f) Depreciation allowed (or allowable) (g) Cost or other basis plus expense of sale (h) Gain or (loss) (e) plus (f) minus (g)
a
b
c
d
15 , 230 , 440. 1
(I) F.M.V. as of 12/31/69 (j) Adjusted basis as of 12/31/69
14 882 792.
(k) Excess of col. (i) over col. (j), if any
347 648.
(I) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col. (h))
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69
a
b
c
d
e
2 3 Capital gain net income or (net capital loss) C If gain, also enter in Part I, line 7 If (loss) , enter -0- in Part I, line 7 2
347 , 648.
347 , 648.
Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): If gain, also enter in Part I, line 8, column (c). If ( loss ), enter -0- in Part I line 8
N/A
Qualification Under Section 4940 (e) for Reduced Tax on Net Investment Income Part V (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income )
If section 4940(d)(2) applies, leave this part blank. Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? If'Yes the foundation does not qualify under section 4940 ( e). Do not complete this part. 1 Enter the appropriate amount in each column for each year ; see instructions before making any entries. Base period years Calendar year or tax year be g innin g in (b) Adjusted qualifying distributions (c) Net value of nonchantable-use assets Yes No
Distributtiion ratio (col (b) divided by col. (c))
2009 2008 2007 2006 2005
23 22 19 19 16
549 053 , 927 , 620 727
094. 326. , 637 , 701-' i 957.
14 14 13 12 9
071 502 041 193 , 507
828. 464. 241. 398. , 211.

2 3 4 5 6 7 18 11 18
1.673492 1.520661 1.528048 1.609125 1.759502

8.090828 1
2 Total of line 1, column (d) 3 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by the number of yea rs the foundation has been in existence if less than 5 years 4 5 6 Enter the net value of noncharitable-use assets for 2010 from Part X, line 5 Multiply line 4 by line 3 Enter 1% of net investment income (1% of Part I , line 27b)
.618166
, 341 , 965 . , 353 , 182. 7 , 419 . ,

360 , 601 .
7 Add lines 5 and 6 8 Enter qualifying distributions from Part XII, line 4 If line 8 is equal to or greater than line 7 , check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.
19 , 593 , 852 .
023521 12-07-10
Form 990-PF (2010)
Form 990-PF (20 10) Page 4 58-6038145 Z. SMITH REYNOLDS FOUNDATION , INC. Part VI Excise Tax Based on investment Income (Section 4940 (a), 4940(b), 4940 (e), or 4948 - see instru ctions)
la Exempt operating foundations described in section 4940(d)(2), check here ^ U and enter 'N/A' on line 1. Date of ruling or determination letter: ( attach copy of letter if necessary-see instructions) b Domestic foundations that meet the section 4940(e) requirements in Part V, check here ^ and enter 1% of Part I, line 27b c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b). 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 3 Add lines 1 and 2 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 5 Tax based on investment income . Subtract line 4 from line 3. If zero or less, enter -06 Credits/Payments: 6a a 2010 estimated tax payments and 2009 overpayment credited to 2010 6b b Exempt foreign organizations - tax withheld at source 6c c Tax paid with application for extension of time to file (Form 8868) 6d d Backup withholding erroneously withheld 7 Total credits and payments. Add lines 6a through 6d 8 Enter any penalty for underpayment of estimated tax Check here 0 if Form 2220 is attached 9 Tax due If the total of lines 5 and 8 is more than line 7, enter amount owed 10 Overpayment . If line 7 is more than the total of lines 5 and 8, enter the amount overpaid 11 Enter the amount of line 10 to be: Credited to 2011 estimated tax ^
11 2 3 4 5
7,419.
0. 7 , 419. 0. 7,419.
14 , 059
7
8 ^ ^ 6 , 6 4 0 .1 Refunded ^ 10
14 , 05 9. 6, 640 . 0.
Yes No X
Part VII-A
ng
1a
1a During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in any political campaign? b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see instructions for definition) If the answer is "Yes" to 1 a or 1b, attach a detailed description of the activities and copies of any materials published or distributed by the foundation in connection with the activities. c Did the foundation file Form 1120-POL for this year? d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year: 0. 0. (2) On foundation managers.' $ (1) On the foundation. ^ $ expenditure tax imposed on foundation the year for political foundation during reimbursement (if any) paid the Enter the by e managers. ^ $ 0. engaged in any activities that have not previously been reported to the IRS Has foundation the 2 If "Yes," attach a detailed description of the activities 3 Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or bylaws, or other similar instruments If "Yes,' attach a conformed copy of the changes _ 4a Did the foundation have unrelated business gross income of $1,000 or more during the year? N/A b If "Yes," has it filed a tax return on Form 990-T for this year? year contraction during the substantial liquidation, termination, dissolution, or there a Was 5 If "Yes," attach the statement required by General Instruction T 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either: By language in the governing instrument, or By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain in the governing instrument? 7 Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part 11, col (c), and Part XV Ba Enter the states to which the foundation reports or with which it is registered (see instructions) ^ b If the answer is 'Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General (or designate) of each state as required by General Instruction G' If "No," attach explanation 9 Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3) or 4942(f)(5) for calendar year 2010 or the taxable year beginning in 2010 (see instructions for Part XIV)? If "Yes," complete Part XIV
A flit on,, nnrennc hnrnmo cnhcianti.i rnntnhi itnrc rinrmnn tho tav vanr'? av--. .-.h. I -, .... th- -- -A AAr.-
1c
X Form 990-PF (2010)
023531 12-07-10
Form 990-PF (2010) Z. SMITH REYNOLDS FOUNDATION , Part VII-A Statements Regarding Activities (continued)
11 12 13
INC.
58-6038145
Page 5
At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the meaning of section 512(b)(13)? If 'Yes," attach schedule (see instructions) Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008? Did the foundation comply with the public inspection requirements for its annual returns and exemption application2 Website address ^ WWW. ZSR . ORG
11 12 13 X
X X
14 The books are in care of ^ BARBARA MABE Locatedat ^ 147 S. CHERRY ST, ST 200 WINSTON - SALEM , 15 Section 4947( a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 - Check here
16
NC
Telephone no. ^ 3 3 6 - 7 2 5 - 7 5 41 ZIP+4 ^ 27101-5287 ^0

^ 15 16 N/A Yes No X
and enter the amount of tax-exempt interest received or accrued during the year At any time during calendar year 2010, did the foundation have an interest in or a signature or other authority over a bank, securities, or other financial account in a foreign country? See page 20 of the instructions for exceptions and filing requirements for Form TD F 90-22.1. If 'Yes, enter the name of the forei g n count
Part VII - B Statements Regarding Activities for Which Form 4720 May Be Required
File Form 4720 if any item is checked in the "Yes" column , unless an exception applies. 1a During the year did the foundation ( either directly or indirectly): (1) Engage in the sale or exchange , or leasing of property with a disqualified person? (2) Borrow money from, lend money to, or otherwise extend credit to ( or accept it from) Yes 0 Yes No No No 0 No No No
a'4squalified person? ED Yes 0 Yes (3) Furnish goods , services, or facilities to (or accept them from ) a disqualified person? (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? Yes (5) Transfer any income or assets to a disqualified person ( or make any of either available for the benefit or use of a disqualified person )? 0 Yes (6) Agree to pay money or property to a government official? (Exception Check 'No' if the foundation agreed to make a grant to or to employ the official for a period after termination of government service, if terminating within 90 days. ) 0 Yes b If any answer is'Yes" to la(1)-(6), did any of the acts fail to qualify under the exceptions described in Regulations section 53.4941 ( d)-3 or in a current notice regarding disaster assistance (see page 22 of the instructions)? Organizations relying on a current notice regarding disaster assistance check here c Did the foundation engage in a prior year in any of the acts described in la, other than excepted acts, that were not corrected before the first day of the tax year beginning in 2010? Taxes on failure to distribute income ( section 4942 ) ( does not apply for years the foundation was a private operating foundation defined in section 4942 ( l)(3) or 4942 ( l)(5)): a At the end of tax year 2010, did the foundation have any undistributed income ( lines 6d and 6e , Part XIII) for tax year ( s) beginning before 20109 El Yes I f 'Yes," list the years ^ b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets) to the year's undistributed income? (If applying section 4942(a)(2) to all years listed, answer 'No" and attach statement - see instructions.) c If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
No
X
^ El
No
N/A
3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time 0 Yes No during the year? b If "Yes," did it have excess business holdings in 2010 as a result of (1) any purchase by the foundation or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3) the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, N/A Form 4720, to determine if the foundation had excess business holdings in 2010) 4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes b Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its charitable purpose that had not been removed from ieonardv before the first day of the tax year beommna in 2010?
Form 990-PF (2010)
023541 12-07-10
Part VII-B I Statements Regardinq Activities for Which Form 4720 May Be Required (continued)
5a During the year did the foundation pay or incur any amount to: (1) Carry on propaganda , or otherwise attempt to influence legislation ( section 4945 (e))? (2) Influence the outcome of any specific public election (see section 4955 ); or to carry on, directly or indirectly, any voter registration drive? (3) Provide a grant to an individual for travel , study, or other similar purposes ? (4) Provide a grant to an organization other than a charitable, etc., organization described in section 0 Yes No Yes No Yes 0 No
0 Yes No 509(a )( 1), (2), or (3 ), or section 4940 (d)(2)? (5) Provide for any purpose other than religious , charitable, scientific, literary , or educational purposes, or for the prevention of cruelty to children or animals? 0 Yes No b If any answer is'Yes' to 5a(1)-(5 ), did any of the transactions fail to qualify under the exceptions described in Regulations section 53 . 4945 or in a current notice regarding disaster assistance ( see instructions)? ^0 Organizations relying on a current notice regarding disaster assistance check here c If the answer is'Yes' to question 5a(4), does the foundation claim exemption from the tax because it maintained expenditure responsibility for the grant? N/A fl Yes El No If "Yes ," attach the statement required by Regulations section 53 4945-5(d) 6a Did the foundation , during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contracts b Did the foundation , during the year, pay premiums, directly or indirectly , on a personal benefit contract? If "Yes " to 6b , file Form 8870. 7a At any time during the tax year , was the foundation a party to a prohibited tax shelter transaction? b If'Yes, did the foundation receive anv oroceeds or have anv net income attributable to the transaction?
5b
0 Yes No X Yes No N/A
n 7b
Information About Officers , Directors , Trustees , Foundation Managers, Highly Part VIII 0 Paid Employees, and Contractors
1 List all nffirars dirertnrc fructees foundation manaaers and their comnensation.
(a) Name and address
(b) Title, and average hours per week devoted to position
(c) Compensation If not p aid ( enter -0 - )
( d)Cantdbubonst ns etefredpla emp ande benefit compensaton
(e) Expense account, other allowances
SEE S TATEMENT 9
314 635.
58 , 868.
0.
Cmmnancatinn of fiuo hinhast- nairl amnlnu
s (other than those inrludp_d on line 11
If none- enter "NONE."
(a) Name and address of each employee paid more than $50,000
(b) Title, and average hours p er week devoted t o position
(c) Compensation
(dj conmbuuonsto a yee nd defeiTed plans e po and deterred compensation
(e) Expense account, other allowances
MARY F.
DONNAN -
810 CLOVELLY ROAD ,
PROGRAM OFFIC ER
WINSTON-SALEM , NC 27106
JOY VERMILLION HEINSOHN - 5041 FLEETWOOD CR , WINSTON-SALEM , NC R.H. TRUAX - 101 BOLINWOOD DR. ,
40.00
67 , 270. 40 , 381.
26 , 198.
0.
0.
IRECTOR FOR PROGRAMS 77 , 500. 40.00 PROGRAM OFFIC ER -
CHAPEL HILL , NC 27514

JAMES GORE - 20 E. BARBARA J. MABE SPRAGUE ST. ,
40.00
PROGRAM OFFIC ER
60 , 600. 38 , 459. 76 1 800. 13 , 645.

ASSIST T
0. 0. 0.
WINSTON-SALEM , NC 27106 1033 FAIN ROAD,WE S TFIELD

Total number of other employees paid over $50 ,000
40.00
MINISTRATI
NC 27053
40.00
52 620.
97 - 284.
^ I 1 Form 990-PF (2010)
023551 12-07-10
Form 990-PF (2010) 58-6038145 Z. SMITH REYNOLDS FOUNDATION, INC. Foundation Managers , Highly Directors, Trustees , Officers, Information About Part Vlll Paid Employees , and Contractors (continued)
3 Five highest- paid independent contractors for professional services . If none , enter " NONE." (a) Name and address of each person paid more than $50,000 (b) Type of service
Page 7
(c) Compensation
BROOKS , PIERCE , MCLENDON , HUMPHREY & LEONARD - 230 N. ELM ST. , STE. 2000 , GREENSBORO , NC
LEGAL SERVICES
103
654.
Total number of others receivin g over $50 ,000 for p rofessional services
Part IX-A I Summary of Direct Charitable Activities

List the foundation ' s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served , conferences convened, research papers produced, etc. Expenses
1SEE STATEMENT A
425 276.
2
Part IX- B I Summary of Proaram-Related Investments

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
1 NONE
0.
2
All other program-related investments. See instructions. 3 NONE
0.
Total . Add lines 1 throu g h 3 ^ 0
Form 990-PF (2010)
023561 12-07-10
Form 990-PF (2010)

Part X 1
Z.
SMITH REYNOLDS FOUNDATION,
INC.
58-6038145
Page 8
Minimum investment Return (All domestic foundations must complete this part Foreign foundations, see instructions)
Fair market value of assets not used (or held for use) directly in carrying out charitable, etc., purposes: a Average monthly fair market value of securities b Average of monthly cash balances c Fair market value of all other assets
la lb 1c
11 , 478 , 988.
35 , 697.
0.
d Total (add lines la, b, and c)

e Reduction claimed for blockage or other factors reported on lines la and 1c (attach detailed explanation) le 0. 2 Acquisition indebtedness applicable to line 1 assets Subtract line 2 from line 1d 3 Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see instructions) 4 Net value of noncharitable-use assets . Subtract line 4 from line 3. Enter here and on Part V, line 4 5 6 Minimum investment return . Enter 5% of line 5 Distributable Amount (see instructions) (Section 4942(l)(3) and (1)(5) private operating foundations and Part XI foreign organizations check here ^ 0 and do not complete this part.) Minimum investment return from Part X, line 6 1 2a Tax on investment income for 2010 from Part VI, line 5 b Income tax for 2010. (This does not include the tax from Part VI.) c Add lines 2a and 2b Distributable amount before adjustments. Subtract line 2c from line 1 3 4 Recoven:es of amounts treated as qualifying distributions Add lines 3 and 4 5 Deduction from distributable amount (see instructions) 6
1d
11 , 514
685.
0.
3
4 5
11 , 514
11 172 341
685.
720.
6
certain
567
965. 098.
55
Part XII Qualifying Distributions (see instructions)

1 a b 2 3 a b 4 5 6 Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes: Expenses, contributions, gifts, etc. - total from Part I, column (d), line 26 Program-related investments - total from Part IX-B Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc., purposes Amounts set aside for specific charitable projects that satisfy the: Suitability test (prior IRS approval required) Cash distribution test (attach the required schedule) Qualifying distributions . Add lines la through 3b. Enter here and on Part V, line 8, and Part XIII, line 4 Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment 1a lb 2 3a 3b 4 19
576 16
899. 0.
, 953
19 , 593 , 852.
7 , 419. income. Enter 1% of Part I, line 27b 5 6 586 , 433. Adjusted qualifying distributions . Subtract line 5 from line 4 19 , Note. The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation q ualifie s for the section 4940(e) reduction of tax in those years.
Form 990-P F (2010)
023571 12-07-10
Form 990-PF (2010) Part XIII
Z.
INC.
58-6038145
Page 9
Undistributed Income (see instructions)

(a)
Corpus
(b)
Years prior to 2009
(c)
2009
(d)
2010
1
2
Distributable amount for 2010 from Part XI, llne7

Undistributed income, if any, as of the end of 2010
609 339.
445 , 923.
a Enter amount for 2009 only

b Total for prior years:
0.
3 Excess distributions carryover, if any, to 2010:
a From 2005
b From 2006 c From 2007 d From 2008 e From 2009 f Total of lines 3a throug h e 4 Qualifying distributions for 2010 from Part Xl1,line
0.
19 593 852.
445 , 923.
0.
a Applied to 2009, but not more than line 2a

b Applied to undistributed income of prior years (i2lectlon required - see instructions) c Treated as distributions out of corpus (Election required - see instructions) ** d Applied to 2010 distributable amount e Remaining amount distributed out of corpus
5 Excess distributions carryover applied to 2010
(If an amount appears in column ( d), the same amount must be shown in column (a) )
19 , 044 , 389.
103 , 540. 0.
0. 0.
6 Enter the net total of each column as indicated below:

a Corpus Add lines 3f, 4c, and 4e Subtract line 5 19
044 , 389.
0.
b Prior years' undistributed income. Subtract line 4b from line 2b c Enter the amount of prior years' undistributed income for which a notice of deficiency has been issued, or on which
the section 4942(a) tax has been previously assessed

d Subtract line 6c from line 6b. Taxable
0. 0.
0.
amount - see instructions

e Undistributed income for 2009. Subtract line
4a from line 2a. Taxable amount - see instr
if Undistributed income for 2010. Subtract

lines 4d and 5 from line 1. This amount must be distributed in 2011 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) Excess distributions carryover from 2005 not applied on line 5 or line 7 Excess distributions carryover to 2011 Subtract lines 7 and 8 from line 6a Analysis of line 9: 505 , 799.
19 , 044 , 389. 0. 0.
8 9 10
a Excess from b Excess from c Excess from d Excess from
2006 2007 2008 2009
e Excess from 2010
* * SEE STATEMENT 10
023581 12-07-10
Form 990-PF (2010)
10
Part XIV I Private Operating Foundations (see instructions and Part VII-A, question 9)
N/A
1 a If the foundation has received a ruling or determination letter that it is a private operating foundation , and the ruling is effective for 2010, enter the date of the ruling ^ b Check box to indicate whether the foundation is a onvate oneratinp foundation described in section El 4942(1)(3) or C] 4942(1)(5) Prior 3 years 2 a Enter the lesser of the adjusted net Tax year (e) Total (c) 2008 (d) 2007 (b) 2009 (a) 2010 income from Part I or the minimum investment return from Part X for each year listed b 85% of line 2a c Qualifying distributions from Part XII, line 4 for each year listed d Amounts included in line 2c not used directly for active conduct of exempt activities e Qualifying distributions made directly for active conduct of exempt activities. 3 Subtract line 2d from line 2c Complete 3a, b, or c for the alternative test relied upon: a "Assets' alternative test - enter: (1) Value of all assets (2) Value of assets qualifying ur'der section 4942(1)(3)(B)(i) b 'Endowment' alternative test - enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed c "Support' alternative test - enter: (1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) (2) Support from general public and 5 or more exempt organizations as provided in section 4942(I)(3)(B)(iii) (3) Largest amount of support from an exempt organization
( 4 ) Gross investment income
Part XV
1
Supplementary Information (Complete this part o my if the foundation had S5.000 or more in assets at any time during the year-see the instructions.)
Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).) b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
NONE 2 Information Regarding Contribution , Grant, Gift, Loan , Scholarship, etc., Programs:
Check here ^ El if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number of the person to whom applications should be addressed:
SEE STATEMENT 11
b The form in which applications should be submitted and information and materials they should include: c Any submission deadlines: d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors:
023601 12-07 -10
Form 990-PF (2010)
Form 990-PF (2010) Z. SMITH REYNOLDS FOUNDATION , Part XV Supplementary Information (continued)
3
INC.
58-6038145
I
Page 11
Grants and Contributions Paid Purina the Year or Annroved for Future Payment
Recipient Name and address (home or business) a Paid during the year
If recipient is an individual, show any relationship to any foundation manager or substantial contributor
Foundation status of recipient
Purpose of grant or contribution
Amount
GRANTS PAID SEE STATEMENT B
17009819.
Total
b Approved for future payment
^ 3a
17009819.
14466799.
FUTURE PAYMENTS SEE STATEMENT C
Total 023611 12-07-10
^ 3b 1 14466799. Form 990-PF (2010)
Form 990-PF (2010) PartXVI-A
Z.
INC.
58-6038145
Page 12
Analysis of Income - Producing Activities

Unrelate d business income
(a) Business code (b) Amount
Exclu ded b y section 512, 513, or 514
Enter Iross amounts unless otherwise indicated . 1 Pro gram service revenuea b c d e f 9 Fees and contracts from government agencies 2 Me mbership dues and assessments 3 Into rest on savings and temporary cash my estments 4 Div idends and interest from securities 5 Net rental income or (loss) from real estate: a Debt-financed property b Not debt-financed property 6 Net rental income or (loss) from personal pro perty 7 0th or investment income 8 Gal n or (loss) from sales of assets other tha n inventory 9 Net income or (loss) from special events 10 Gr o ss profit or (loss) from sales of inventory 11 0th errevenue: a b c d e 12 Su btotal. Add columns (b) , (d), and (e) 13 Total . Add line 12, columns (b), (d), and (e) (See worksheet in line 13 instructions to verify calculations.)
E.c_ 5ion code
(d) Amount
(e) Related or exempt function income
14 14
18 , 472. 375 , 817.
18
339
131.
0. 1
733 , 420. 1
13
0.
733,420.
Part XVI - B
Line No . IV I
Relationship of Activities to the Accomplishment of Exempt Purposes
Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the foundation's exempt purposes (other than by providing funds for such purposes).
'110
Form 990-PF (2010)
Form 990-PF 2010 58-6038145 Z. SMITH REYNOLDS FOUNDATION , INC. Part XVII Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizatio n s
Did the 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? Transfers from the reporting foundation to a noncharitable exempt organization of: (1) Cash (2) Other assets Other transactions: (1) Sales of assets to a noncharitable exempt organization (2) Purchases of assets from a noncharitable exempt organization (3) Rental of facilities, equipment, or other assets (4) Reimbursement arrangements 1210 ) la ( 2 ) lb ( l ) lb ( 2 ) 1 lb ( 3 ) 1 M411
Pa a 13
Yes No
X X X X X X X X X
lb ( 5 ) (5) Loans or loan guarantees lb ( 6) (6) Performance of services or membership or fundraising solicitations 1c Sharing of facilities, equipment, mailing lists, other assets, or paid employees 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 foundation. If the foundation received less than fair market value in any transaction or sharing arrangement, show in
2a Is the foundation 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 5279 b If 'Yes .' complete the following schedule. (b) Type of organization (a) Name of organization
Yes (c) Description of relationship
No
N/A
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,
Sign Here
and complete Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge
^^
,"
Preparer's signature
ure of offs r trustee ' S Prlnt/Type preparer's name
Paid
GARRICK L.
MARTIN
Schedule B
(Form 990, 990-EZ, or 990-PF)
Department of the Treasury Internal Revenue Service
Schedule of Contributors
^ Attach to Form 990, 990-EZ , or 990-PF.
OMB No 1545-0047
^O
Name of the organization n [+UTmTJ nL-+7 T/tTnO L'rtTTKTT1TrTT(TAT T*Tn
Employer identification number czQ-s; r1Zf21 Ar%
Organization type (check one). Filers of: Form 990 or 990-EZ Section: = 501 (c)( ) (enter number) organization
0 4947 (a)(1) nonexempt chartable trust not treated as a private foundation Q 527 political organization Form 990 -PF 501(c)(3) exempt private foundation 0 4947(a)(1) nonexempt chartable trust treated as a private foundation 0 501 (c)(3) taxable private foundation
Check if your organization is covered by the General Rule or a Special Rule. Note . Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See Instructions. General Rule For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or property) from any one contributor. Complete Parts I and 11.
Special Rules For a section 501 (c)(3) organization filing Form 990 or 990- EZ that met the 33 1/3% support test of the regulations under sections 509(a)( 1) and 170 (b)(1)(A)(vl), and received from any one contributor, during the year, a contribution of the greater of (1) $5 , 000 or (2) 2% of the amount on (I) Form 990 , Part VIII, line 1h or (II) Form 990-EZ, line 1 Complete Parts I and II For a section 501(c)(7), (8), or ( 10) organization filing Form 990 or 990 - EZ that received from any one contributor, during the year, aggregate contributions of more than $ 1,000 for use exclusively for religious , charitable , scientific, literary, or educational purposes, or the prevention of cruelty to children or animals . Complete Parts I, II, and III. For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor, during the year, contributions for use exclusively for religious, charitable, etc , purposes, but these contributions did not aggregate to more than $1,000 If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, chartable, etc., purpose Do not complete any of the parts unless the General Rule applies to this organization because it received nonexcluslvely ^ $ religious, charitable, etc , contributions of $5,000 or more during the year Caution . An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990, 990-EZ, or 990-PF), but it must answer "No" on Part IV, line 2 of its Form 990, or check the box on line H of Its Form 990-EZ, or on line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF) LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990, 990-EZ , or 990- PF. Schedule B (Form 990, 990-EZ , or 990 -PF) (2010)
023451 12-23-10
Schedule B (Form 990, 991 Name of organization
of Part I
Employer identification number
Part I
(a) No.
Contributors (see instructions)

(b) Name , address , and ZIP + 4 (c) Aggregate contributions (d) Type of contribution
W.N.
REYNOLDS TRUST
Person
Payroll
Ell
fl
P.O. BOX 3099

WINSTON-SALEM,
(a) No.
$
NC 27150
8, 325, 278.
Noncash
fl
(Complete Part 11 if there is a noncash contribution.) (d) Type of contribution
(b) Name, address, and ZIP + 4
(c) Aggregate contributions
Z.
SMITH REYNOLDS TRUST
Person
Payroll
Eil
P.O. BOX 2257

BALTIMORE,
(a) No.
7,078,656.
Noncash
(Complete Part II if there is a noncash contribution.) (d) Type of contribution Person Payroll Noncash 0
MD 21203
(b) Name, address, and ZIP + 4 (c) Aggregate contributions
(Complete Part II if there is a noncash contribution.) (d) Type of contribution Person Payroll Noncash
(a) No.
(b) Name , address, and ZIP + 4
(c) Aggregate contributions
(Complete Part II if there is a noncash contribution.) (c) Aggregate contributions (d) Type of contribution Person Payroll Noncash 0 0 0
(a) No.
(b) Name, address , and ZIP + 4
(Complete Part II if there is a noncash contribution.) (c) Aggregate contributions (d) Type of contribution Person Payroll Noncash 0 LI Q
(a) No.
(b) Name, address, and ZIP + 4
(Complete Part II if there is a noncash contribution.) Schedule B (Form 9 90 . 990-EZ. or 990 - PF) (2010)
Schedule B (Form 990, 991 Name of organization
of Part II
Part 11
(a) No. from Part I
Noncash Property (see instructions)
(c)
(b) Description of noncash property given FMV (or estimate) (see instructions) (d) Date received
(a)
Description of noncash property given Part 1
(c) FMV (or n estimate)) (see instructions) Date received
(a) from Part I Description of noncash property given
(c) FMV (or (see in) instructions) Date received
(a) No. from Part I
(c)
(b) Description of noncash property given FMV (or estimate) (see instructions) (d) Date received
(a) from Part t Description of noncash property given
(c) FMV (or (see ins) instructions) Date received
(a) No. from Part I
(c) (b) Description of noncash property given FMV (or estimate) (see instructions) (d) Date received
023453 12 -23-10
scneaule d (Iorm aau, aau-tc, or aau-m (mu)
Schedule B (Form 990. 991 Name of organization
Part III
Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or ( 10) organizations aggregating more than $ 1,000 for the year . Complete columns (a) through (e) and the following line entry For organizations completing Part Ili, enter the total of exclusively religious, chantable, etc., contributions of
A1.000 or less for the year. (Enter this information once See instructions) ^ $
(a) No. from Part t
(b) Purpose of gift
(c) Use of gift
(d) Description of how gift is held
(e) Transfer of gift Transferee's name , address , and ZIP + 4 Relationshi p of transferor to transferee
(a) No. from Part l
(b) Purpose of gift
(c) Use of gift
(a) No. from Part l
(b) Purpose of gift
(c) Use of gift
(e) Transfer of gift Transferee's name, address , and ZIP + 4 Relationshi p of transferor to transferee
(a) No. from Part I
(b) Purpose of gift
(c) Use of gift
023454 12-23-10
Schedule B (Form 990, 990-EZ , or 990 - PF) (2010)
INC. Z. SMITH REYNOLDS FOUNDATION Part IV Canital Gains a nd Losses for Tax on Investment Income (a) List and describe the kind(s) of prope rty sold , e g ., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.
CONTINUATION FOR 990-PF, PART 1 OF PAGE 58-6038145

( b How acquired (c Date acquired P - Purchase ) ., day, yr. ) (mo D - Donation
IV 1
(d) Date sold ( mo., day, yr.)
la b c d e f
22 328.196 SHS FTSE ALL WORLD EX US INV 10 204.416 SHS 500 INDEX FUND ADM 24 , 757. 06 SHS TOTAL INTL STOCK IX INV 37 403.563 SHS TOTAL STOCK MKT ADM 278 946.265 SHS INTER TERM INVEST GR ADM 420 898.319 SHS TOTAL BOND INDEX ADM 426 794.175 SHS SHORT TERM INVEST GR ADM h 13 730.971 SHS EXTENDED MKT INDEX ADM i CAPITAL GAINS DIVIDENDS
k
P P P P P P P P
VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS
03 / 23 / 10 VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS
m n 0
(e) Gross sales price (f) Depreciation allowed (or allowable ) ( g) Cost or other basis plus expense of sale ( h) Gain or (loss) (e) plus ( f) minus (g)
a b c d e f h 1
k I
386 1 , 096 345 991 2 , 780 4 , 470 4 , 585 483 89
948. , 376 . 900. 300. , 800 . , 800. , 238. 256. , 822.
383 1 , 058 351 1 , 013 2 , 692 4 , 384 4 , 545 453
152. , 300. 823. , 178. , 667. , 029. , 966. 677.
3 38 <5 < 21 88 86 39 29 89
, , , , , , , , ,
796. 076. 923. 878. 133. 771. 272. 579. 822.
m n 0
Complete only for assets showing gain in column ( h) and owned by the fo undation on 12/31 /69 (i) F.M.V. as of 12/31/69 (j) Adjusted basis as of 12/31/69 ( k) Excess of col. (i) over col. (j), if any (I) Losses ( from col. (h)) Gains ( excess of col . ( h) gain over col. (k), but not less than '-0")
a b C d e f h
3 38 <5 <21 88 86 39 29 89
, 796. , 076. , 923. 878. , 133. , 771. , 272. , 579. , 822.
m n 0
2 Capital gain net income or ( net capital loss) 3 If gain, also enter in Part I, line 7 ( If (loss) , enter '-0 ' in Part I , line 7 }
347 , 648.
Net short -term capital gain or ( loss) as defined in sections 1222 ( 5) and (6): If gain, also enter in Part I , line 8, column (c). If (loss), enter'-0= in Part I, line 8
N /A
023591 05-01-10
Z.
INC.
58-6038145
FORM 990-PF
GAIN OR (LOSS)
FROM SALE OF ASSETS
STATEMENT
(A) DESCRIPTION OF PROPERTY 22,328.196 SHS FTSE ALL WORLD EX US INV (B) GROSS SALES PRICE (C) COST OR OTHER BASIS (D) EXPENSE OF SALE
DATE MANNER ACQUIRED ACQUIRED DATE SOLD PURCHASED VARIOUS 03/23/10
(E) DEPREC.
(F) GAIN OR LOSS
386,948.
383,152.
0.
0.
3,796.
(A) DESCRIPTION OF PROPERTY 10,204.416 FUND ADM SHS 500 INDEX
DATE MANNER ACQUIRED DATE SOLD ACQUIRED PURCHASED VARIOUS VARIOUS
(B) GROSS SALES PRICE
(C) COST OR OTHER BASIS
(D) EXPENSE OF SALE 0.
(E) DEPREC. 0.
(F) GAIN OR LOSS 38,076.
1,096,376.
1, 058,300.
(A) DESCRIPTION OF PROPERTY 24,757. 06 SHS TOTAL INTL STOCK IX INV (B) GROSS SALES PRICE (C) COST OR OTHER BASIS (D) EXPENSE OF SALE
DATE MANNER ACQUIRED ACQUIRED DATE SOLD PURCHASED VARIOUS VARIOUS
(E) DEPREC.
(F) GAIN OR LOSS
345,900.
351,823.
0.
0.
<5,923.>
STATEMENT(S)
Z.
INC.
58-6038145
(A) DESCRIPTION OF PROPERTY 37,403.563 MKT ADM SHS TOTAL STOCK
(B) GROSS SALES PRICE
(C) COST OR OTHER BASIS
(D) EXPENSE OF SALE
(E) DEPREC.
(F) GAIN OR LOSS
991,300.
1,013,178.
0.
0.
<21,878.>
(A) DESCRIPTION OF PROPERTY 278,946.265 SHS INTER TERM INVEST GR ADM (B) GROSS SALES PRICE 2,780,800. (C) COST OR OTHER BASIS 2,692,667. (D) EXPENSE OF SALE
MANNER
DATE
(E) DEPREC.
(F) GAIN OR LOSS
0.
0.
88,133.
(A) DESCRIPTION OF PROPERTY 420,898.319 SHS TOTAL BOND INDEX ADM (B) GROSS SALES PRICE 4,470,800. (C) COST OR OTHER BASIS 4,384,029. (D) EXPENSE OF SALE 0.
MANNER
DATE
PURCHASED VARIOUS
VARIOUS
(E) DEPREC. 0.
STATEMENT(S)
Z.
INC.
58-6038145
(A) DESCRIPTION OF PROPERTY 426,794.175 SHS SHORT TERM INVEST GR ADM (B) GROSS SALES PRICE 4,585,238. (C) COST OR OTHER BASIS 4,545,966. (D) EXPENSE OF SALE 0.
(E) DEPREC.
(F) GAIN OR LOSS
0.
39,272.
(A) DESCRIPTION OF PROPERTY 13,730.971 SHS EXTENDED MKT INDEX ADM (B) GROSS SALES PRICE 483,256. (C) COST OR OTHER BASIS 453 ,677. (D) EXPENSE OF SALE 0.
(E) DEPREC . 0.
(A) DESCRIPTION OF PROPERTY 2007 EXCHANGE SERVER, & LICENSE (B) GROSS SALES PRICE 899. PARTS
MANNER DATE ACQUIRED ACQUIRED DATE SOLD

PURCHASED U9/jU/UtS 11/lti/lU
(C) COST OR OTHER BASIS 9,982.
(D) EXPENSE OF SALE 0.
(E) DEPREC. 2,495.
(F) GAIN OR LOSS <6,588.>
STATEMENT(S)
Z.
INC.
58-6038145
(A) DESCRIPTION OF PROPERTY IBM THINKPAD COMPUTERS (B) GROSS SALES PRICE (3) (C) COST OR OTHER BASIS (D) EXPENSE OF SALE
MANNER DATE ACQUIRED ACQUIRED DATE SOLD PURCHASED VARIOUS (E) DEPREC. VARIOUS (F) GAIN OR LOSS
0.
3,512.
0.
3,102.
<410.>
(A) DESCRIPTION OF PROPERTY LENOVO THINKPAD COMPUTERS (2) (B) GROSS SALES PRICE 0. (C) COST OR OTHER BASIS 2,649. (D) -EXPENSE OF SALE
DATE MANNER ACQUIRED ACQUIRED DATE SOLD PURCHASED 10/13/06 VARIOUS
(E) DEPREC.
(F) GAIN OR LOSS
0.
1,965.
<684.>
(A) DESCRIPTION OF PROPERTY LICENSE (B) GROSS SALES PRICE (C) COST OR OTHER BASIS (D) EXPENSE OF SALE
MANNER DATE ACQUIRED ACQUIRED DATE SOLD PURCHASED VARIOUS (E) DEPREC . VARIOUS (F) GAIN OR LOSS
0.
1,090.
0.
255.
<835.> 249,309. 89,822. 339,131.
NET GAIN OR LOSS FROM SALE OF ASSETS CAPITAL GAINS DIVIDENDS FROM PART IV TOTAL TO FORM 990-PF, PART I, LINE 6A
STATEMENT(S)
Z.
INC.
58-6038145
FORM 990-PF
LEGAL FEES
STATEMENT
DESCRIPTION BROOKS, PIERCE, MCLENDON, HUMPHREY, & LEONARD P.O. DRAWER U GREENSBORO, NC 27402 TO FM 990-PF , PG 1, LN 16A
(A) EXPENSES PER BOOKS
(B) NET INVESTMENT INCOME
(C) ADJUSTED NET INCOME
(D) CHARITABLE PURPOSES
0. 0. 0. 103,654. 103,654.
0. 0. 0. 0. 0.
0. 0. 0. 103,654. 103,654.
FORM 990-PF
ACCOUNTING FEES
STATEMENT
DESCRIPTION MCGLADREY & PULLEN, LLP 230 NORTH ELM STREET, ST
(A) EXPENSES PER BOOKS 0.
(B) NET INVESTMENT INCOME 0.
0. 0. 25,256. 25,256.
1100 GREENSBORO, NC 27402-2470

TO FORM 990-PF, PG 1, LN 16B
0. 25,256.
25,256.
0. 0.
0.
FORM 990-PF
TAXES
STATEMENT
DESCRIPTION OTHER TAXES FEDERAL EXCISE TAX TO FORM 990-PF, PG 1, LN 18
64,730. 12,082.
76,812.
0. 0.
0.
64,730. 0.
64,730.
STATEMENT(S)
2,
3,
Z.
INC.
58-6038145
FORM 990-PF
OTHER EXPENSES
STATEMENT
DESCRIPTION BANK CHARGES STATE ADVISORY PANEL CONSULTANT FEES AND EXPENSES COPYING DUES TECHNOLOGY COSTS OFFICE AND AUTO INSURANCE FELLOW/INTERN EXPENSE MAINTENANCE - OFFICE MACHINES MISCELLANEOUS POSTAGE OFFICE SUPPLIES MAINTENANCE - AUTOS TELEPHONE OTHER DIRECT CHARITABLE ACTIVITIES CONTRACTED SERVICES STRATEGIC PLANNING POLICY PLANNING SABBATICAL PROGRAM NANCY SUSAN REYNOLDS AWARDS SPECIAL PROJECTS STAFF PROFESSIONAL DEVELOPMENT
29,841. 41,555. 9,638. 9,180. 49,373. 60,742. 28,128. 1,103. 728. 15,745. 8,452. 16,471. 8,689. 17,941. 23,386. 850. 65,272. 180. 135,944. 150,354. 138,978. 22,761. 835 ,311.
0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0.
29,841. 41,555. 9,638. 9,180. 49,373. 60,742. 28,128. 1,103. 728. 15,745. 8,452. 16,471. 8,689. 17,941. 23,386. 850. 65,272. 180. 135,944. 150,354. 138,978. 22,761. 835,311.
TO FORM 990-PF, PG 1 , LN 23
FORM 990-PF
OTHER FUNDS
STATEMENT
DESCRIPTION UNDISTRIBUTED INCOME TOTAL TO FORM 990-PF, PART II, LINE 29
(A) BEGINNING OF YEAR 18,351,392. 18,351,392.
(B) END OF YEAR 14,869,884. 14,869,884.
STATEMENT(S)
5,
Z.
INC.
58-6038145
FORM 990-PF
CORPORATE STOCK
STATEMENT
DESCRIPTION VANGUARD STOCK TOTAL TO FORM 990-PF, PART II, LINE 10B
BOOK VALUE
FAIR MARKET VALUE
8,347,489. 8,347,489.
8,606,768. 8,606,768.
FORM 990-PF
CORPORATE BONDS
STATEMENT
DESCRIPTION VANGUARD. BOND -FUND TOTAL TO FORM 990-PF , PART II, LINE 10C
BOOK VALUE
FAIR MARKET VALUE
5,687,188. 5,687,188.
5,744,738. 5,744,738.
FORM 990-PF
PART VIII - LIST OF OFFICERS, DIRECTORS TRUSTEES AND FOUNDATION MANAGERS
STATEMENT
NAME AND ADDRESS LESLIE J. WINNER 1620 LYNWOOD AVENUE WINSTON-SALEM, NC 27104 PATRICIA B WILLIAMSON 3204 KENSINGTON PLACE WINSTON-SALEM, NC 27103 NANCY R BAGLEY % WA LIFE MAGAZINE 2301 TRACY PLACE NW WASHINGTON, DC 20008 ILANA DUBESTER 97 BOX TURTLE TOAD PITTSBORO, NC 27312 ANITA BROWN-GRAHAM P 0 BOX 7406-NCSU RALEIGH, NC 27695
TITLE AND AVRG HRS/WK EXEC DIRECTOR, 40.00
COMPENSATION
EMPLOYEE BEN PLAN EXPENSE CONTRIB ACCOUNT
SEC/ASST TR 35,705. 201,055.
0.
ASSISTANT SECRETARY 58,580. 40.00
23,163.
0.
BOARD OF TRUSTEES 1.00
6,250.
0.
0.
5,000.
0.
0.
6,250.
0.
0.
STATEMENT(S)
7,
8,
Z.
INC. BOARD OF TRUSTEES
58-6038145
JOHN 0 MCNAIRY % HARVEY ENTERPRISES
P 0 BOX 189
KINSTON, NC 28502
1.00
6,250.
0.
0.
KATHARINE B MOUNTCASTLE
BOARD OF TRUSTEES
37 OENOKE LANE
NEW CANAAN, CT 06840
1.00
0.
0.
0.
MARY B MOUNTCASTLE
BOARD OF TRUSTEES
4106 KILDRUMMY COURT

DURHAM, DR. NC 27705
1.00
0.
0.
0.
LLOYD P TATE JR NC 28387
PRESIDENT
720 YOUNGS ROAD

SOUTHERN PINES,
1.00
6,250.
0.
0.
DANIEL CLODFELTER % MOORE & VAN ALLEN 100 NORTH TRYON ST FLOOR 47 CHARLOTTE, NC 28202 DAVID NEAL
BOARD OF TRUSTEES 1.00 0. 0. 0.
BOARD OF TRUSTEES
323 WEST QUEEN STREET

HILLSBOROUGH, STEPHEN L NEAL NC 27278
1.00
6,250.
0.
0.
BOARD OF TRUSTEES
7913 LEWINSVILLE ROAD

MCLEAN, VA 22102 JANE S PATTERSON 902 EAST FRANKLIN STREET #4 CHAPEL HILL, NC 27514 VIRGIL SMITH
1.00
6,250.
0.
0.
6,250.
0.
0.
BOARD OF TRUSTEES
410 S. MAPLE AVENUE,

FALLS
#342
1.00
6,250.
0.
0.
CHURCH, VA 22046
TOTALS INCLUDED ON 990-PF,
PAGE 6,
PART VIII
314,635.
58,868.
0.
STATEMENT(S)
Z.
INC.
58-6038145
FORM 990-PF
ELECTION UNDER REGULATIONS SECTION 53.4942(A)-3(D)(2) TO TREAT EXCESS QUALIFYING DISTRIBUTIONS AS DISTRIBUTIONS OUT OF CORPUS
STATEMENT
10
FOUNDATION TRUSTEES HEREBY ELECT UNDER IRC REG.53.4942(A)-3(D)2 TO TREAT $19, 044,389 OF GRANTS MADE IN 2010 AS A DISTRIBUTION FROM CORPUS.
STATEMENT(S)
10
Z.
INC.
58-6038145
FORM 990-PF
GRANT APPLICATION SUBMISSION INFORMATION PART XV, LINES 2A THROUGH 2D
STATEMENT
11
NAME AND ADDRESS OF PERSON TO WHOM APPLICATIONS SHOULD BE SUBMITTED SEE FOUNDATION WEBSITE: WWW.ZSR.ORG
TELEPHONE NUMBER 336-725-7541 FORM AND CONTENT OF APPLICATIONS THE FOUNDATION DOES NOT ACCEPT PAPER GRANT APPLICATIONS. ALL INFORMATION REGARDING WHOM APPLICATIONS SHOULD BE DIRECTED, THE FORMAT OF THE APPLICATIONS AND ANY ADDITIONAL INFORMATION REQUIRED AS WELL AS SUBMISSION DEADLINES CAN BE FOUND AT THE FOUNDATION'S WEBSITE WWW.ZSR.ORG
ANY SUBMISSION DEADLINES SUBMISSION DEADLINES CAN BE FOUND AT THE FOUNDATION'S WEBSITE WWW.ZSR.ORG
RESTRICTIONS AND LIMITATIONS ON AWARDS INFORMATION CAN BE FOUND AT THE FOUNDATION 'S WEBSITE WWW.ZSR.ORG.
STATEMENT(S)
11
58-6038145 990-PF
Z. SMITH REYNOLDS FOUNDATION YEAR ENDED DECEMBER 31, 2010
PART IX-A - SUMMARY OF DIRECT CHARITABLE ACTIVITIES:

(1) $150,354.49 for the NANCY SUSAN REYNOLDS AWARDS - With prior approval from the IRS, in 1986 the Foundation established awards to be given annually to up to three North Carolina residents who have shown resourcefulness in tackling problems that may have resisted traditional approaches. The awards seek out and honor unrecognized individuals who have worked to make a positive difference in North Carolina . The awards are presented each year at a luncheon ceremony attended by over 350 people. The recipients receive an award of $5,000 for personal use and they are able to designate charitable recipients to receive an additional $20,000. (2) $135,943.90 for the SABBATICAL PROGRAM - In 1990, with prior approval from the IRS, the Foundation established a sabbatical program for individuals in paid full-time leadership positions who have served their North Carolina nonprofit organization for at least three years . The sabbaticals were established to provide an incentive to leaders of charitable organizations to continue their charitable work, and to improve and enhance their leadership capacity , skills, and talents . Each recipient is awarded $ 25,000. Some will not take their sabbaticals until 2011. (3) $138,977.81for SPECIAL PROJECTS, OPPORTUNITIES, CONFERENCES AND MEETINGS: (A) $41,352. 14 for meetings and research on issues facing women in North Carolina , including economic exclusion , violence at home and in the workplace and the need for leadership development. (B) $39,356.20 North Carolina has a significant need for school building principals that are adequately prepared to turnaround low performing schools and to lead high needs and low wealth schools. These funds are used to assist the state in developing alternative licensure programs for aspiring principals and to improve professional development for existing principals. (C) $3,145.00 for the development and implementation of a project to assist the Foundation in its ability to understand how community development organizations are working. (D) $28,324.98 having an accurate census count in 2010 is important to the State of North Carolina as well as to the population groups which have traditionally been undercounted. The Board approved this funding so that the Foundation could assist not for profit organizations in the state doing outreach and training to diminish the census undercount and to provide coordination of these efforts. (E) $20,757. 40 two environmental areas that are ripe for policy innovation and implementation at the state level are water use and allocation and the second is energy efficiency and the new energy economy . Costs would include travel to bring key experts from outside the state to help inform debate in NC and facilitated discussions among key stakeholders through convenings of various sizes.
STATEMENT A PAGE 1 OF 2
58-6038145 990-PF
Z. SMITH REYNOLDS FOUNDATION YEAR ENDED DECEMBER 31, 2010
(F) $82.75 staff continue to promote diversity and racial equity among ZSR's grantees. These expenses were for meetings to further this initiative. (G) $47.07 staff planned a January 2011 convening regarding good government reforms in NC. This gathering includes nonprofit leaders, national experts in the field, Trustees, decision makers, staff and others . These expenses are for conference calls to plan the meeting. (H) $5,912.27 for hotel room accommodations for leadership program attendees at a Leadership Training Session.
STATEMENT A PAGE 2 OF 2
990-PF 58-6038145 Z. SMITH REYNOLDS FOUNDATION, INC. GRANTS PAID - 2010

Action for Children North Carolina 1300 St. Mary's Street , Suite 500
Ralei gh, NC 27605

Action Institute NC 5500 Executive Center Dr., Suite 234 Charlotte, NC 28212 Adolescent Pregnancy Prevention Campaign of NC
509(a)( 1 )
For general o peratin g support.
$100,000
509 (a)( 1 )
For general o peratin g su pport .
$75,000
3708 Mayfair St., Suite 310

Durham , NC 27707 Alexander International Center P. 0. Box 552 Ta ylorsville, NC 28681 American Civil Liberties Union-NC Legal Foundation 509 (a)( 1 ) For general o peratin g support. $75,000
509 ( a)( 1 )
For general op eratin g support.
$16,500
P.O. Box 28004

Ralei gh , NC 27611-8004 American Council for an EnergyEfficient Economy 529 14th Street, NW, Suite 600 Washin gton, DC 20045 American Rivers 1101 14th Street NW, Suite 1400 Washin gton, DC 20005 Andrews Valley Initiative, Inc. P. O. Box 868 Andrews, NC 28901 Appalachian Housing Initiative 1710 Parkwood Dr., South Suite Wilkesboro, NC 28697 Appalachian State University 509(a)( 1 ) Racial Justice Project. $70,000
509(a)( 1 )
North Carolina's Energy-Efficient Future: Potential for Electricity, Trans portation , and Water Efficienc y .
$25,000
501c (3 )
For general o p eratin g support .
$73,000
501c( 3 )
For general o eratin support .
$35,000
509 (a )(2)
For general o peratin g support .
$35,000
P.O. Box 32068

Boone, NC 28608 Appalachian State University P.O. Box 32068 Boone , NC 28608 Appalachian Sustainable Agriculture Project 729 Haywood Rd., Suite 3 Asheville, NC 28806 509(a)(1) Green Economic Asset Ma pping . $34,602
509 (a)( 1 )
Regional Entrepreneurship Economic Development Initiative .
$50,000
509 (a)( 1 )
For general o p eratin g su pport.
$45,000
Statement B Pagel of 18
Appalachian Voices 191 Howard Street Boone , NC 28607 Asheville Design Center, Inc. 8 College Street Asheville, NC 28801 Bertie County P. O. Box 530 Windsor, NC 27983 Blue Ridge Conservancy 290 Queen St. Boone , NC 28607 Blue Ridge Environmental Defense League PO Box 88 Glendale S p rin gs, NC 28629 Brighter Path Foundation 7730 North Point Drive Winston- Salem , NC 27106 Brunswick Housing Opportunities Post Office Box 351 3972-H Old Ocean Hwy Bolivia, NC 28422 Builders of Hope, Inc 310 N. Harrington St. Ralei h, NC 27603 Building Bridges of Asheville, Inc. P. O. Box 63 Asheville, NC 28802 Campaign for Migrant Worker Justice 1221 Broadway Street Toledo, OH 43609 Cape Fear Housing Land Trust, Inc. 20 North 4th Street, Suite 218 Wilmin gton, NC 28401 Cape Fear River Watch, Inc. 617 Surry Street Wilmin gton, NC 28401
New Strategies Toward a Clean Energy Future in
509(a)(2)
North Carolina.
$40,000
509 ( a )( 1 )
For eneral o p eratin g su pp ort.
$20,000
Government
Task Force Communit y Projects.
$60,000
Organizational Development and Community Land
509(a)( 1 )
Protection.
$25,000
09 ( a )( 1 )
or g eneral o p eratin g su pp ort.
60,000
509 a 3
2010 NSR Award desi g nated b y Christo p her Fl y nt.
$19,000
09a ( l )
or g eneral o p eratin g su pp ort .
25,000
509 ( a )( 1 )
For g eneral o p eratin g su pp ort ( Charlotte Ex p ansion ) .
$40,000
509 ( a )( 2 )
For g eneral o p eratin g su pp ort.
$35,000
509 ( a )( 1 )
Modelin g Labor Su pp l y in Ag riculture.
$30,000
509 ( a )( 1 )
$50,000
509 ( a )( 1 )
$30,000
Statement B Page 2 of 18
Carolina Justice Policy Center P. 0. Box 309 Durham , NC 27702-0309 Catawba County Hispanic Ministry 737 12th St. SW Hickory , NC 28602 Catholic Social Services of the Roman Catholic Diocese of Charlotte 1123 S. Church Street Charlotte, NC 28203-4003 Center for Community Action, Inc. PO Box 723 Lumberton, NC 28359 Center for Community Action, Inc. PO Box 723 Lumberton, NC 28359 Center for Death Penalty Litigation, Inc. 201 West Main St., Suite 301 Durham, NC 27701 Center for Participatory Change, Inc. P. 0. Box 9238 Asheville, NC 28815 Center for Responsible Lending P. 0. Box 3638 Durham , NC 27702-3638 Center for Responsible Lending P. 0. Box 3638 Durham , NC 27702-3638 Central Park NC P. 0. Box 159 Star , NC 27356 Centro de Enlace, Inc. P.O. Box 236 Burnsville , NC 28714 Chatham Education Foundation P. 0. Box 1518 Pittsboro , NC 27312
509(a)( 1 )
For general operatin g support.
$60,000
509 ( a )( 1 )
$30,000
09 (a)( 1 )
e al Immi ation Services .
40,000
509 ( a )( 1 )
For the Women 's Economic E q uit y Project.
$90,000
509 ( a )( 1 )
For g eneral o p eratin g su pp ort .
$10,000
09 ( a )( 1 )
ublic Education and Information Project.
95,000
509 ( a )( 1 )
$60,000
509 ( a )( 3 )
Advocacy and outreach on predatory lending reforms in North Carolina.
$115,000
509 ( a )( 3 )
Fi g ht North Carolina Foreclosures.
$40,000
509 ( a )( 1 )
$90,000
509 ( a )( 1 )
$30,000
509 ( a )( 1 )
Chatham Education Foundation NBCT Leadership & Mentorin g Pro g ram .
$4,600
Child Care Services Association P. 0. Box 901 Chapel Hill, NC 27514 Clean Energy Durham P.O. Box 2223 Durham, NC 27702 Clean Water for NC 29 1/2 Page Avenue Asheville, NC 28801 Coalicion Latina del Condado de Randolph PO Box 3527 Asheboro, NC 27204 Coalicion Latinoamericano 4938 Central Avenue Charlotte, NC 28205 Coastal Horizons Center, Inc. 615 Shipyard Blvd. Wilmin gton, NC 28412 Common Cause Education Fund 1133 19th St., NW, 9th Floor Washin gton, DC 20036 Community Building Initiative 217 S. Tryon St., Ste. 307 Charlotte, NC 28202-3201 Community Home Trust P.O. Box 307 Carrboro, NC 27510 Community Reinvestment Association of NC PO Box 1929 Durham , NC 27701 Community Success Initiative, Inc. P.O. Box 61114 Ralei g h , NC 27661 Conservation Fund P. 0. Box 271
509 ( a ) ( 1 )
North Carolina Statewide Child Care Workforce Stud y .
$35,000
509 ( a )( 1 )
$5,000
509 ( a )( 2 )
$25,000
09 ( a ) 1 )
or eneral o p eratin g u pp rt.
25,000
509 (a)(2)
Immi ant Rights Program.
$50,000
509 ( a )( 1 )
$30,000
509 ( a )( 1 )
$100,000
509 ( a )( 1 )
For eneral o p eratin g su pp ort .
$25,000
509 ( a )( 1 )
Ca p acit y buildin g su pp ort .
$20,000
01 ( c) 3 )
or
neral o p eratin g u pp rt.
75,000
509 ( a )( 1 )
$25,000
509 ( a )( 1 )
$500,000

Cha pel Hill, NC 27514 Conservation Trust for NC 1028 Washington Street Ralei g h , NC 27605 Core Sound Waterfowl Museum P. 0. Box 556 Harkers Island , NC 28531 Corporation for Enterprise Development 1200 G Street, NW, Suite 400 Washin gton , DC 20005 Council for Children ' s Rights, Inc. 601 East 5th Street , Suite 510 Charlotte, NC 28202 Council for Children ' s Rights, Inc. 601 East 5th Street , Suite 510 Charlotte, NC 28202 Crisis Assistance Ministry 500-A Spratt Street Charlotte, NC 28206 Dan River Basin Association 413 Church Street , Suite 401 Eden, NC 27288-3243 Darryl Hunt Project for Freedom and Justice, Inc. Eight West Third St., Suite 350 Winston Salem , NC 27101 Democracy NC 1821 Green Street Durham , NC 27705 Destination Cleveland County, Inc. P. 0. Box 2063 Shelb y , NC 28151 Development Foundation of the NC Center for the Advancement of Teaching, Inc. 276 NCCAT Drive Cullowhee, NC 28723
509 (a)(2)
For g eneral o perating support
$50,000
Vision for the Future: Engaging Down East
509 ( a )( 1 )
Communities .
$50,000
09(a)( 1 )
unicip al Economic O pportunit y Project.
50,000
509 ( a )( 1 )
Holistic Child Mental Health Re p resentation .
$60,000
509 (a)( 1 )
The Larry King Center for Building Children's Futures.
$50,000
509(a)(1)
Seein g Eye to Eye Through Advocac y .
$25,000
509 (a )( 1 )
For general operatin g support .
$60,000
09 (a )( 1 )
or general o peratin g support.
20,000
509 (a )( 1 )
For g eneral o perating su pport.
$350,000
509 ( a)( 2)
$35,000
09 (a )( 1 )
CCAT's Connect to Your Future.
35,000

Disability Rights North Carolina 2626 Glenwood Avenue, Suite 550 Ralei gh , NC 27608 Duke University 324 Blackwell St., Suite 920 Durham , NC 27701-3764 Duke University 324 Blackwell St., Suite 920 Durham , NC 27701-3764 Durham Affordable Housing Coalition 400 W . Main St ., Suite 408 Durham , NC 27701 Em p loy ee/Trustee Matchin g Gifts Environment North Carolina Research and Policy Center, Inc. 112 S. Blount Street , Suite 102 Ralei g h , NC 27601 Environmental and Conservation Organization of Henderson County 121 Third Ave West, Suite 4 Hendersonville, NC 28792 Environmental Defense Fund, Inc. 4000 Westchase Blvd., Suite 510 Ralei gh , NC 27607 Environmental Federation of NC d/b/a Earth Share of NC P.O. Box 196 Durham , NC 27702 Equality NC Foundation P. 0. Box 28768 Ralei gh , NC 27611 Fair Trial Initiative 201 W . Main Street , Suite 300 Durham , NC 27701 Fair Trial Initiative 201 W. Main Street, Suite 300 Durham , NC 27701 Famil y Service , Inc. of Gaston Count y
509 (a)( 1 )
Mental Illness and the Death Penalty .
$30,000
509 ( a )( 1 )
For g eneral o p eratin g su pp ort of the Law Clinic. For the Environmental Law and Policy Clinic to Produce the Citizens ' Guide to North Carolina Environmental Law.
$50,000
509 ( a )( 1 )
$15,000
509 ( a )( 1 ) 509(a )( 1 )
For g eneral o p eratin g su pp ort. Em p lo yee and Trustee charitable contributions in NC.
$30,000 $19,039
09 ( a )( 1 )
24,000
09 ( a )( 2 )
20,000
509 ( a )( 1 )
$195,000
09 ( a )( 1 )
20,000
509 ( a )( 1 )
$35,000
509 ( a )( 1 )
$60,000
509 ( a )( 1 ) 509 (a)( 1 )
For North Carolina Coalition for a Moratorium . For general o peratin g su pport .
$60,000 $35,000

214 E. Franklin Blvd
Gastonia, NC 28052
Family Violence Prevention Center, Inc. d/b/a Interact 1012 Oberlin Road Ralei g h, NC 27605 Foothills Connect Business and Technology Center 146 N. Main St. Rutherfordton, NC 28139 Forsyth Futures 601 North Cherry Street, Suite 250 Winston- Salem , NC 27101 Franklin-Vance-Warren Opportunity, Inc. PO Box 1453 Henderson, NC 27536
509 (a)( 1 )
Immig rants Seekin g Safet y .
$79,568
509 (a)( 1 )
For general o p eratin g su pport .
$35,000
509 (a)( 1 )
Data and Research Project Development and Public Policy .
$40,000
509 (a)( 1 )
Women's Economic Eq uit y Project
$90,000
Greater Mount Airy Ministry of

Hospitality, Inc. P.O. Box 1701 Mount Air y , NC 27030 Greensboro Housing Coalition 122 N. Elm Street, Suite 608 Greensboro, NC 27401 HandMade in America Foundation P. 0. Box 2089 Asheville, NC 28802 For general operating support for Mary Sue's Safe Haven.
509 ( a)( 1 )
$46,000
509 (a)( 1 )
For general o p eratin g support.
$35,000
509 (a)( 1 )
For the implementation phase of the Women's Economic Eq uity Project.
$50,000
HAVEN in Lee County

PO Box 3191 Sanford, NC 27331 Haw River Assembly, Inc. P. 0. Box 187 B y num , NC 27228 Haywood Waterways Association, Inc. 509 (a)( 1 ) Financial Ca p acity -Buildin g Project. $12,409
509(a )( 1 )
For general o peratin g su pport.
$25,000
P. 0. Box 389
Wa ynesville, NC 28786 Help, Inc.: Center Against Violence P. 0. Box 16 Wentworth, NC 27375 509 (a )( 1 ) For general o p eratin g su pport. $10,000
509 ( a)( 1 )
Financial Cap acit y -Buildin g Project.
$9,908
Helpmate, Inc. P. 0. Box 2263 Asheville, NC 28802 Hispanic Liaison of Chatham County 105 E. Second Street Siler Cit y , NC 27344 Hispanics in Philanthropy 55 Second St., Suite 1500 San Francisco, CA 94105 Housing Greensboro, Inc. P. 0. Box 3341 Greensboro, NC 27402 Institute for Southern Studies PO Box 531 Durham, NC 27702 Ipas P. 0. Box 5027 Chapel Hill, NC 27514 Just Economics P.O. Box 2396 Asheville, NC 28802 Latino Outreach & Solidaridad, Inc. 33 East Main St., Suite 13 Franklin, NC 28734 Leaflight, Inc. P.O. Box 16081 Chap el Hill, NC 27516 Legal Aid of NC- Raleigh 224 South Dawson Street Ralei gh, NC 27601 Legal Services of North Carolina, Inc. 224 South Dawson Street Ralei gh, NC 27601 Legal Services of Southern Piedmont 1431 Elizabeth Ave Charlotte, NC 28204 Lexin gton Housin g Community
509 a 1
Financial Ca p acit y -Buildin g Project.
$19,800
509 ( a )( 1 )
$35,000
509 ( a )( 1 )
North Carolina Site of the Funders' Collaborative.
$200,000
509 ( a )( 1 )
$25,000
509 ( a )( 1 )
NC Freedom Journalism School.
$34,920
509 ( a )( 1 )
Developing Latino Youth Leadership for Re roductive Health Advocac y and Education.
$42,167
509 ( a )( 1 )
For eneral o eratin
su pp ort.
$30,000
509 ( a )( 1 )
$20,000
509 ( a )( 1 )
21st Centur y Farmers' Markets North Carolina.
$50,000
509 ( a )( 1 )
Home Defense Project HDP .
$450,000
509 ( a )( 1 )
Eastern Carolina Immi gr ants ' Ri g hts Project ( ECIRP ) .
$150,000
502(a)(1)
509 (a)( 1 )
Justice for All Project.

For general o peratin g su pport.
$40,000
$35,000
Statement B Page 8of18

Development Corp.
P. 0. Box 933
Lexin gton, NC 27293
Little Tennessee Watershed Association 93 Church Street, Suite 214 Franklin, NC 28734 Little Tennessee Watershed Association 93 Church Street, Suite 214 Franklin, NC 28734 Lumbee Revitalization and Community Development Corporation P. 0. Box 68 Pembroke, NC 28372 Marketing Association for Rehab Centers, Inc 134 Wright Brothers Way Fletcher, NC 28732
509 (a)( 1 )
For general o p eratin g su pport .
$5,000
509(a )( 1 )
$20,000
509(a)( 1 )
Economic Development and Job Creation through Military Contracting.
$30,000
509( a)(2)
MARC Parity Initiative.
$86,500
MDC, Inc.
P. 0. Box 17268 Chap el Hill, NC 27516-7268 Mecklenburg Ministries 3900-A Park Road Charlotte, NC 28209 Michigan State University College of Law 509 (a)( 1 ) For general o p eratin g su pport. $75,000
509(a )( 1 )
Soul to Soul.
$35,000
368 Law College Bldg.

East Lansin g , MI 48824-1300 Mountain BizWorks 153 South Lexington Avenue 509(a)(1) North Carolina Racial Justice Act Stud y Project. For general operating support: Growing WNC's Entrepreneurial Community - Developing $109,000
Asheville, NC 28801
National Farm Worker Ministry 438 N. Skinker Blvd. St. Louis, MO 63130 National Forum to Accelerate MiddleGrades Reform PO Box 224 Savo y, IL 61874
509(a)(1)
Organizational Stren gth.
$95,000
509(a)(1)
North Carolina Farm Worker Supp ort Project.
$35,000
509(a )( 1 )
Schools to Watch: School Transformation Network.
$70,000
Statement B Page 9of18

National Organization on Disability 5 East 86th Street New York, NY 10028
509 ( a)( 1 )
Army Wounded Warrior (AW2) Careers, NC Site.
$50,000
NC African Services Coalition, Inc. 122 N. Elm St., Suite 500 Greensboro, NC 27401
NC Association of Black Lawyers' Land Loss Prevention Project
509 ( a)( 1 )
2010 NSR Award desig nated by Omer Omer.
$20,000
P.O. Box 179

Durham , NC 27702 NC Association of Black Lawyers' Land Loss Prevention Project P.O. Box 179 Durham , NC 27702 509 (a )( 1 ) For general operatin g su pport. $50,000
509 (a)( 1 )
Black Land Loss Needs Assessment .
$35,000
NC Center for International

Understanding 100 E. Six Forks Road, Suite 300 Ralei g h , NC 27609 NC Center for International Understanding 100 E. Six Forks Road , Suite 300 Ralei gh , NC 27609 NC Center for Nonprofit Organizations 1110 Navaho Drive, Suite 200 Ralei g h , NC 27609-7322 NC Center for Public Policy Research P. 0. Box 430 Ralei gh , NC 27602 NC Center for Voter Education 3933 Arrow Drive, Suite 101 Raleigh , NC 27612 NC Center for Women in Public
509(a )( 1 )
Latino Initiative Programs .
$20,000
509 (a)( 1 )
Global Leaders Initiative: Sustainable Energy and Green Jobs.
$22,250
509(a)( 1 )
For general o peratin g support .
$300,000
509 ( a )( 1 )
$110,000
509 (a)( 1 )
$225,000
Service
P. O. Box 27421 Ralei g h , NC 27611 NC Center on Actual Innocence 509(a )( 1 ) For general o p erating support . $50,000
P.O. Box 52446

Shannon Plaza Station Durham , NC 27717-2446 509 (a)( 1 ) For general o peratin g support. $50,000
NC Coalition Against Domestic Violence 123 West Main St., Suite 700 Durham, NC 27701 NC Coalition to End Homelessness P.O. Box 27692 Ralei gh, NC 27611 NC Coastal Land Trust 131 Racine Drive, Suite 202 Wilming ton, NC 28403 NC Community Development Initiative 5800 Faringdon Place Raleigh, NC 27609 NC Conservation Network 19 East Martin St., Suite 300 Ralei gh, NC 27601 NC Council of Churches NC Interfaith Power & Light 27 Horne Street Ralei g h, NC 27607 NC Council of Churches NC Interfaith Power & Light 27 Horne Street Ralei gh, NC 27607 NC Environmental Justice Network P. O. Box 61 Tillery , NC 27887 NC Fair Share Education Fund 3824 Barrett Drive, Suite 312 Ralei gh, NC 27609 NC Institute of Minority Economic Development 114 W. Parrish Street Durham, NC 27701 NC Justice Center P. 0. Box 28068 Ralei gh, NC 27611-8068 NC Justice Center P. O. Box 28068
09 ( a )( 2 )
75,000
509 ( a )( 1 )
$55,000
509 ( a )( 1 )
$75,000
509 (a)(1 )
For general operating support.
$750,000
509 ( a )( 1 )
$155,000
09 ( a )( 1 )
or the Interfaith Power and Li g ht Pro gr am .
35,000
09 ( a )( 1 )
From Hostility to Hospitality: Immigration and People of Faith.
35,000
509 ( a )( 1 )
Fi g htin g for Environmental Justice.
$40,000
509 ( a )( 1 )
$50,000
09 ( a )( 1 )
100,000
509 ( a )( 1 )
For general o p eratin g su pp ort .
$2,250,000
509 ( a )( 1 )
2010 NSR Award desi g nated b y Attracta Kell y .
$20,000

Ralei gh, NC 27611-8068
NC Justice Center P. 0. Box 28068 Ralei gh , NC 27611-8068

NC Latino Coalition 1926 Holloway Street Durham , NC 27703 NC Partnership for Children 1100 Wake Forest Road Ralei gh , NC 27604 NC State University Campus Box 7514 Ralei gh , NC 27695-7514 NC State University Foundation, Inc. Campus Box #7406 NC State University Ralei gh , NC 27695-7406 NC Supreme Court Historical Society P. 0. Box 26972 Ralei g h , NC 27611-6972 NC Sustainable Energy Association P. O. Box 6465 Ralei gh , NC 27628 NC Sustainable Entrepreneurs Group 6516 Wakefalls Drive Wake Forest, NC 27587 NC Waste Awareness & Reduction Network, Inc. P. 0. Box 61051 Durham , NC 27715-1051 NC Wildlife Federation P. O. Box 10626 Ralei g h , NC 27605-0626 Neighbors in Ministry, Inc. 290 Oakdale Street Brevard , NC 28712 Neuse River Foundation P. 0. Box 15451
509(a)( 1 )
For general o p erating su pport for Blueprint NC.
$425,000
509 ( a )( 1 )
NC Latino Non p rofit Leadershi p Academ y .
$75,000
509 ( a )( 1 )
For the Public Discussion to Strengthen Early Childhood S y stem p roject.
$50,000
Government
Office for Equal Opportunity : Moving from Dialogue to Action.
$10,000
01 ( c )( 3 )
For general operating support of the Institute for Emer g in g Issues .
75,000
509 ( a )( 2 )
Henr y and Shirle y Fr y e Bio g ra p h y .
$10,000
509 ( a )( 1 )
$132,300
509 ( a )( 1 )
Business Mentorin g Network.
$35,000
09 ( a )( 1 )
or g eneral o eratin su pp ort .
20,000
509 ( a )( 1 )
$30,000
509 ( a )( 1 )
Dismantlin g Racism : Inside & Out 11 .
$5,000
509 ( a )( 1 )
$35,000
990-PF 58-6038145 Z. SMITH REYNOLDS FOUNDATION, INC. GRANTS PAID - 2010 New Bern, NC 28561
New Ventures Business Development, Inc. 514 N. Washington Street Wadesboro, NC 28170 Pamlico -Tar River Foundation, Inc. P.O. Box 1854 Washington, NC 27889 Pamlico -Tar River Foundation, Inc. P.O. Box 1854 Washin gton, NC 27889 People of Faith Against the Death Penalty 110 W. Main St., Ste. 2G Carrboro, NC 27510 Piedmont Conservation Council, Inc.
509 (a)( 1 )
Anson Women's Center/Entre preneurial Outreach.
$60,000
509(a )( 1 )
O peration Medicine Cabinet.
$45,000
509 (a )( 1 )
$35,000
509(a)( 1 )
For eneral o p eratin g support.
$60,000
847 Curry Dr., Suite 103

Asheboro, NC 27205 Piedmont Conservation Council, Inc. 847 Curry Dr., Suite 103 509 (a)( 1 ) For general o peratin g su pport of FabLab. $35,000
Asheboro, NC 27205
Pigeon Community Development Center P.O.Box 1494 Way nesville, NC 28786 Pisgah Legal Services P.O. Box Asheville, NC 28802 Pisgah Legal Services
509 (a)( 1 )
Piedmont Local Foods Coalition.
$30,000
509 (a )( 1 )
$40,000
509 ( a)( 1 )
Justice For All Project.
$40,000
P.O. Box
Asheville, NC 28802 Planned Parenthood Health Systems, Inc. 100 S. Boylan Avenue Ralei gh, NC 27603 Planned Parenthood of Central NC, Inc. P. 0. Box 3258 Cha pel Hill, NC 27515-3258 Public School Forum of NC 509 ( a)( 1 ) Affordable Housin g Develo p ment Project. $25,000
509 (a )( 1 )
Increasing Access to Reproductive Health in North Carolina.
$140,000
509 ( a)( 1 ) 509 (a)( 1 )
Women's Lives Matter : Increasing & Protecting Access to Rep roductive Healthcare For general op eratin g support.
$65,000 $125,000

3739 National Drive, Suite 100 Ralei gh, NC 27612 Rape Crisis Center of Catawba Co, Inc 1220 Commerce Street, SW #J Conover, NC 28613 Rape Crisis Volunteers of Cumberland County P. 0. Box 58332 Fay etteville, NC 28305 RFD CDC 1713 Beechwood Rd. Yadkinville, NC 27055 River Network 520 SW Sixth Avenue, Suite 1130 Portland, OR 97204 Rocky River Heritage Foundation 3006 River Forks Rd. Sanford, NC 27330 Rosenwald Center for Cultural Enrichment, Inc. P.O. Box 947 Snow Hill, NC 28580 Rural Advancement Foundation International-USA P. 0. Box 640 Pittsboro, NC 27312 Rural Advancement Foundation International-USA P. 0. Box 640 Pittsboro, NC 27312 Rural Southern Voice for Peace 1898 Hannah Branch Road Burnsville, NC 28714 Southern Alliance for Clean Energy 34 Wall Street, Suite 607 Asheville, NC 28801 Southern Appalachian Forest Coalition 825-C Merrimon Ave., Suite 353 Asheville, NC 28804
509 ( a )( 1 )
$25,000
09 ( a )( 1 )
35,000
509 ( a)( 1 )
NC Circles Initiative .
$70,000
509 ( a )( 1 )
Strengthening Clean Water Protections and Watershed Or g anizations in North Carolina.
$25,000
509 ( a )( 1 )
$10,000
09 ( a )( 1 )
30,000
09 ( a )( 1 )
60,000
09 ( a )( 1 )
Crop Insurance Development Fund for Innovative NC Farmers.
25,000
509 (a)( 1 )
Christian Stewardshi p of Creation (CSC) .
$25,000
509 ( a )( 1 )
Reducing North Carolina's Contribution to Global Warmin g ,
$65,000
509 ( a )( 1 )
$25,000

Southern Appalachian Highlands Conservancy 34 Wall Street, Suite 502 Asheville, NC 28801
Implementing the Blue Ridge Forever Conservation
Wa 2
Vision.
125,000
Southern Coalition for Social Justice 115 Market St., Suite 470 Durham, NC 27701 Southern Environmental Law Center 200 West Franklin Street, Suite 330 Cha p el Hill, NC 27516-2520 SouthWings, Inc. 35 Haywood St., Ste. 201 Asheville, NC 28801 Student Action with Farmworkers 1317 W. Pettigrew St. Durham, NC 27705 Teach For America - Eastern NC 324 Blackwell St., Bay 11, Suite 1160 Durham, NC 27701 Toxic Free NC 206 New Bern Place Ralei g h, NC 27601 Triangle Land Conservancy 1101 Haynes St., Suite 205 Ralei g h, NC 27604 Trout Unlimited National Office 1300 N. 17th St., Suite 500 Arlin gton, VA 22209 Trust for Public Land 101 Montgomery St Ste 900 San Francisco, CA 94104 Turning Point Inc. P. 0. Box 952 Monroe, NC 28111 U Care, Inc. P. 0. Box 761 Clinton, NC 28329
509 ( a )( 1 )
$100,000
509 ( a )( 1 )
$275,000
5090aC l)
g eneral o p eratin g su pp ort.
$20,000
509 ( a )( 1 )
Farmworker Advocac y Network.
$35,000
509 ( a )( 1 )
$75,000
509 ( a )( 1 )
$50,000
509 ( a )( 1 )
Chatham Conservation Partnershi p .
$20,000
509 ( a )( 1 )
Western North Carolina Land Protection Project.
$25,000
509 ( a )( 1 )
Land for Tomorrow.
$80,000
509 ( a )( 1 )
$12,500
509 ( a )( 1 )
$6,674

UE Research and Education Fund One Gateway Center, Suite 1400 Pittsbur gh, PA 15222 Uhuru Community Development Corp. P. O. Box 222 Rich S q uare, NC 27869 University of NC Press P.O. Box 2288 Chap el Hill, NC 27515-2288 University of NC -Chapel Hill Office of Sponsored Research (OSR) 104 Airport Drive, Suite 2200, CB #1350
509 (a)( 1 )
North Carolina International Worker Justice Project NCIWJP.
$40,000
509 ( a)( 1 )
509 al
For general o perating supp ort . UNC Press Publication TO RIGHT THESE WRONGS: THE NORTH CAROLINA FUND AND AMERICA'S WAR ON POVERTY.
$30,000
$10,000
UNC School of Law: Endowed Professorship in Civil
Chapel Hill, NC 27599-1350 University of NC-Chapel Hill

Office of Sponsored Research (OSR) 104 Airport Drive, Suite 2200, CB #1350 Chapel Hill, NC 27599-1350
509(a )( 1 )
Rights Law Named for Julius L. Chambers.
$667,000
509 ( a)( 1 )
Community Inclusion and Economic Development Program.
$25,000
University of NC- Chapel Hill

Office of Sponsored Research (OSR) 104 Airport Drive, Suite 2200, CB #1350 Chap el Hill, NC 27599-1350 Environmental Finance Center (EFC), School of Govt. - Moving from pledges to practices: Support for local government energy finance p rograms.
509 ( a )( 1 )
$35,000
University of NC-Chapel Hill

Office of Sponsored Research (OSR) 104 Airport Drive, Suite 2200, CB #1350 Chap el Hill, NC 27599-1350
509 ( a)( 1 )
Collateral Conse q uences Assessment Tool ( C-CAT) .
$65,000

Office of Sponsored Research (OSR) 104 Airport Drive, Suite 2200, CB #1350 UNC's Business Accelerator for Sustainable
Chapel Hill, NC 27599-1350 University of NC- Charlotte

Office of Sponsored Research, CLAS
509 (a)( 1 )
Entre p reneurship (BASE) .
$30,000
9201 University City Blvd

Charlotte, NC 28223-0001 Government To support the Women's Summit . $20,000
University of NC-Charlotte
Office of Sponsored Research, CLAS 9201 University City Blvd Charlotte, NC 28223-0001 Renaissance Computing Institute (RENCI) at UNC Charlotte - Advancing the Reach of Urban Growth Forecastin g Across North Carolina.
Government
$25,000
University of NC-Charlotte
Office of Sponsored Research, CLAS 9201 University City Blvd Charlotte, NC 28223-0001 Connecting Campus Resources to Foreclosure Hit Neighborhoods.
Government
$25,000
4.1
University of NC-Wilmington
601 S. College Rd.

Wilmin gton, NC 28403 Wake Education Partnership 706 Hillsborough St., Suite A Government Southeastern North Carolina Food S ystems Pro gram. $35,000
Evaluation of Triangle Leadership Academy in the
Ralei gh, NC 27603

Wake Forest University 1834 Wake Forest Road Winston-Salem, NC 27109
509 (a)( 1 )
Wake Count y Public School S ystem.

For scholarships: Joseph G. Gordon, NSR, NC middle income residents, annual awards to faculty members, Reynolds Professors supplements, and special undergraduate prog rams and needs.
$33,750
509 (a )( 1 ) Wake Forest University 1834 Wake Forest Road Winston-Salem, NC 27109 WakeUP Wake County, Inc.
$571,332
509 (a)( 1 )
Annual grant, under 1990 contract, for general support, facult y develop ment, and scholarshi ps.
$1,200,000
P. 0. Box 6484
Ralei gh, NC 27628 WakeUP Wake County, Inc. P. 0. Box 6484 Ralei gh , NC 27628 Warren County Training School North Warren High School Alumni Association and Friends P. 0. Box 122 Wise, NC 27594 Waterkeeper Alliance, Inc. 50 S. Buckhout Street, Suite 302 Irvin gton, NY 10533 Western NC Alliance 29 N. Market St., Suite 610 Asheville, NC 28801 Western NC Alliance 509 ( a)( 1 ) For general o peratin g su pport. $10,000
509 (a)( 1 )
$15,000
509 ( a)( 1 )
$15,000
509(a) ( 1 )
Ending Lagoon and Spray Field Pollution in North Carolina.
$25,000
509 (a)(2)
For general operatin g su pport.
$50,000
29 N. Market St., Suite 610

Asheville, NC 28801 Western NC Workers' Center 509 (a)(2) The Environmental Qualit y Institute. $25,000
P. 0. Box 667
Morganton, NC 28680 509 (a)( 1 ) For general o peratin g su pport, $30,000
Wild South
16 Eagle St. Suite 200 Asheville, NC 28801 509 ( a)( 1 ) For general operatin g support. For the Ex p ansion of Wildacres Leadershi p Initiative's $25,000
IWildacres Retreat 509 (a)( 2)
I
$20,000

(aka Wildacres Leadership Initiative) 113 Broadway Street Durham, NC 27701 Wilderness Society 1615 M Street NW Washin gton, DC 20036 WildLaw 8606 Hearthstone Drive Montgomer y , AL 36117 WildLaw 8606 Hearthstone Drive Montgomer y , AL 36117 Winston-Salem Foundation 860 West Fifth Street Winston-Salem, NC 27101 Winston-Salem State University 601 Martin Luther King Jr. Drive Winston-Salem, NC 27110 Yadkin Riverkeeper Inc. 308 Patterson Avenue Winston-Salem, NC 27101 Youth Opportunities, Inc. 206 N. Spruce Street, Suite 3-B Winston-Salem, NC 27101-2736 YWCA of Asheville and Western North Carolina, Inc. 185 South French Broad Ave. Asheville, NC 28801 YWCA of Lower Cape Fear 2815 South College Road Wilmin gton, NC 28412 YWCA of the Greater Triangle, Inc. 554 E. Hargett St. Ralei gh, NC 27601 Human Relations Training.
509 ( a )( 1 )
Protectin g the Wildlands of Western North Carolina.
$25,000
509 ( a )( 1 )
Sustainable Forests Project.
$10,000
509 ( a )( 1 )
$20,000
509 ( a )( 1 )
Winton-Salem Community Development Support Collaborative.
$100,000
Government
Fostering Effective Teaching Through Support FETTS .
$35,000
509 ( a )( 1 )
$25,000
509 ( a )( 1 )
2010 NSR Award desi g nated b y Christo p her Fl y nt.
$1,000
09 ( a )( 1 )
For collaborative project with Asheville Green Opportunities, Building an Inclusive Green Economy in Asheville-Buncombe.
30,000
509(a )(1 )
Wilmin g ton in Black & White.
$42,000
509 ( a )C2 )
For the Great Schools Network Project.
$150,000
TOTAL GRANTS PAID
$17 ,009,819
990-PF 58-6038145 Z. SMITH REYNOLDS FOUNDATION, INC. UNPAID GRANTS - 2010 A

Action Institute NC 5500 Executive Center Dr., Suite 234 Charlotte, NC 28212 Affordable Housing Group of NC, Inc. 1300 Baxter Street, Suite 215
509 (a )( 1
$135,000.00
Loss Mitigation & Foreclosure Prevention
Charlotte, NC 28204
Alexander International Center
509 (a)( 1 )
Training Project.
$50,000.00
P. O. Box 552
Ta y lorsville, NC 28681 Alliance of North Carolina Black Elected Officials 509 ( a)( 1 ) For general operating su pport. $12,000.00
P.O. Box 26615

Ralei gh, NC 27611 American Civil Liberties Union-NC Legal Foundation P.O. Box 28004 Raleigh, NC 27611-8004 American Rivers 1101 14th Street NW, Suite 1400 Washin gton, DC 20005 Americans for Democratic Action Education Fund 1625 K Street, NW, Suite 210 509( a)(2) For general op eratin g support. $15,000.00
509(a )( 1 )
Racial Justice Project.
$70,000.00
509 (a )( 1 )
$10,000.00
Working Families Win: Civic Engagement in Western North Carolina, Piedmont
Washington, DC 20006
AMEZ Housing Community Development Corporation P. O.Box 15363 Wilmi gnton, NC 28408 Andrews Valley Initiative, Inc.
509 (a)( 1 )
Region, and Greater Sandhills.
$15,000.00
509 ( a)( 1 )
For general o perating support.
$35,000.00
P. O. Box 868
Andrews, NC 28901 Blue Ridge Conservancy 290 Queen St. Boone, NC 28607 Blueprint NC 2912 Highwoods Blvd. Ralei gh, NC 27604 509(a)( 1 ) For general o peratin g su pport. $55,000.00
509 ( a)( 1 )
$100,000.00
509 ( a)( 1 )
For general o eratin g support.
$850,000.00
STATEMENT C Page 1 of 14
990-PF 58-6038145 Z. SMITH REYNOLDS FOUNDATION, INC. UNPAID GRANTS - 2010

Buddy Pelletier Surfing Foundation 5121 Chalk Street Morehead Cit y , NC 28557 Builders of Hope, Inc 310 N. Harrington St. Ralei gh, NC 27603 Building Bridges of Asheville, Inc. P. 0. Box 63 Asheville, NC 28802 Campaign for Migrant Worker Justice 1221 Broadway Street Toledo, OH 43609 Campaign for Migrant Worker Justice 1221 Broadway Street Toledo, OH 43609 Cape Fear Housing Land Trust, Inc. 20 North 4th Street, Suite 218 Wilmin gton, NC 28401 Cape Fear River Watch, Inc. 617 Surry Street Wilmin ton, NC 28401 Carolina Farm Stewardship Association P. 0. Box 448 Pittsboro, NC 27312 Carolina Justice Policy Center P. 0. Box 309 Durham, NC 27702-0309 Catawba County Hispanic Ministry 737 12th St. SW Hickor y , NC 28602 Catawba Lands Conservancy 105 West Morehead Street Charlotte, NC 28202 Center for Community Action, Inc. PO Box 723 Lumberton, NC 28359
2008 NSR Award designated by Benny
509(a)( 1 )
Buntin.
$2,500.00
509 ( a )( 1 )
$40,000.00
509(a)(2)
$35,000.00
Extending the NCGA Agreement to New
509(a)( 1 )
Workers.
$30,000.00
509 ( a )( 1 )
New Immi g ration Services.
$35,000.00
509 ( a )( 1 )
$45,000.00
509 ( a )( 1 )
$25,000.00
509 ( a )( 1 )
Sustainable Food NC.
$205,000.00
509(a)( 1 )
$60,000.00
509 ( a )( 1 )
$30,000.00
509 ( a )( 1 )
Lakewood Nature Preserve.
$25,000.00
For the Women's Economic Equity
509( a)( 1 )
Project.
$10,000.00

Center for Death Penalty Litigation, Inc. 201 West Main St., Suite 301 Durham, NC 27701 Center for Participatory Change, Inc. P. O. Box 9238 Asheville, NC 28815 Center for Responsible Lending P. O. Box 3638 Durham, NC 27702-3638 Child and Parent Support Services 411 W. Chapel Hill St., Suite 908 Durham, NC 27701 Child Care Services Association P. 0. Box 901 Cha pel Hill, NC 27514 Children First of Buncombe County Advocacy for Children of All Ages 50 S. French Broad Avenue, Suite 246 Asheville, NC 28801 Clean Water for NC 29 1/2 Page Avenue Asheville, NC 28801 Coalicion de Organizaciones LatinoAmericanas 34 Wall Street, Suite 402 Asheville, NC 28801 Common Cause Education Fund 1133 19th St., NW, 9th Floor Washin gton, DC 20036 Community Building Initiative 217 S. Tryon St., Ste. 307 Charlotte, NC 28202-3201 Community Empowerment Project CDC P. 0. Box 1623 Forest City , NC 28043 Community Reinvestment Association of NC P. 0. Box 1929 Durham, NC 27702
509 ( a )( 1 )
Public Education and Information Project
$85,000.00
509 ( a )( 1 )
$60,000.00
509 ( a )( 3 )
Advocacy and Outreach on Predatory Lendm Reforms in North Carolina.
$135,000.00
509 ( a )( 1 )
Stron g Fathers Project.
$30,000.00
509 ( a )( 1
North Carolina Statewide Child Care Workforce Stud y .
$35,000.00
01 ( c)( 3
ocused Initiative on Child Povert y .
30,000.00
509 ( a )( 2
$25,000.00
09 ( a )( 1 )
70,000.00
509 ( a )( 1 )
$100,000.00
509 ( a )( 1 )
$25,000.00
509 ( a )( 1 )
$30,000.00
509 ( a )( 1 )
$10,000.00
Corporation for Enterprise Development 1200 G Street, NW, Suite 400 Washin gton, DC 20005 Covenant with North Carolina's Children Education Fund P.O. Box 28268 Ralei gh, NC 27611 Dan River Basin Association 413 Church Street, Suite 401 Eden, NC 27288-3243 Davidson Vision Inc 11 Court Square, Suite 110 Lexin gton, NC 27292 Democracy NC 1821 Green Street Durham, NC 27705 Destination Cleveland County, Inc. P. O. Box 2063 Shelb y , NC 28151 Development Foundation of the NC Center for the Advancement of Teaching, Inc. 276 NCCAT Drive Cullowhee, NC 28723 Disability Rights North Carolina 2626 Glenwood Avenue, Suite 550 Ralei gh, NC 27608 Duke University 324 Blackwell St., Suite 920 Durham, NC 27701-3764 Eagle Market Streets Development Corporation P 0 Box 3015 Aheville, NC 28802 El Centro Hispano, Inc. 201 W. Main Street, Suite 100 Durham, NC 27701
509 ( a )( 1 )
Munici p al Economic O pp ortunit y Project.
$70,000.00
09 ( a )( 1 )
or the To g ether NC Project.
19,500.00
509 (a)( 1 )
For general op erating support.
$65,000.00
509 ( a )( 1 )
Yadkin Valley Career Academies Initiative.
$15,000.00
509 (a)( 1 )
For general o p erating su pport.
$700,000.00
509 ( a )( 2
$30,000.00
09(a)( 1 )
CCAT's Connect to Your Future.
35,000.00
509 ( a )( 1 )
Mental Illness and the Death Penalt y .
$25,000.00
509 ( a )( 1 )
To Support the Operations of the Duke Law School Communit y Enter p rise Clinic.
$100,000.00
09 ( a )( 1 )
60,000.00
Latino Immigrant Organizing in Durham
509 (a)( 1 )
& Oran ge counties.
$30,000.00

El Pueblo, Inc. 4 N. Blount St., Suite 200 Ralei gh, NC 27601 Environment North Carolina Research and Policy Center, Inc. 112 S. Blount Street, Suite 102 Ralei gh, NC 27601 Environmental Defense Fund, Inc. 4000 Westchase Blvd., Suite 510 Ralei gh, NC 27607 Equality NC Foundation P. 0. Box 28768 Ralei gh, NC 27611 Fair Trial Initiative 201 W. Main Street, Suite 300 Durham, NC 27701 Fair Trial Initiative 201 W. Main Street, Suite 300 Durham, NC 27701 Family Service, Inc. of Gaston County 214 E. Franklin Blvd Gastonia, NC 28052 Family Violence Prevention Center, Inc. d/b/a Interact 1012 Oberlin Road Ralei g h, NC 27605 Foothills Conservancy of NC, Inc. PO Box 3023 Morganton, NC 28680 Full Belly Project, Ltd. P. 0. Box 7874 Wilmington, NC 28406 Grameen America, Inc. 1460 Broadway, 14th Floor New York, NY 10036 Greensboro Housing Coalition 122 N. Elm Street, Suite 608 Greensboro, NC 27401
509 ( a )( 1 )
$75,000.00
09 ( a )( 1 )
12,000.00
509 ( a )( 1 )
For g ene al o p eratin g su pp ort.
$195,000.00
509 ( a )( 1 )
$35,000.00
North Carolina Coalition for a Moratorium
509(a)(1 )
Project.
$60,000.00
509 ( a )( 1 )
$60,000.00
509 ( a )( 1 )
$30,000.00
09 ( a )( 1 )
mmi g rants Seekin g Safet y Project.
79,567.00
Piedmont Working Lands Protection
509 (a)( 1 )
Project.
Project Support to Replicate Innovative Small-scale Sustainable Farming Strategies.
$40,000.00
509 (a)( 1 )
$30,000.00
509 ( a )( 1 )
Grameen America Microfinance Program, NC.
$450,000.00
509 ( a )( 1 )
For general o p eratin g su pp ort.
$35,000.00
Guilford Child Development 1200 Arlington Street Greensboro, NC 27406 Habitat for Humanity of North Carolina Inc 617-B North Elm Street Greensboro, NC 27401 HandMade in America Foundation P. O. Box 2089 Asheville, NC 28802 HAVEN in Lee County PO Box 3191 Sanford, NC 27331 Help, Inc.: Center Against Violence P. 0. Box 16 Wentworth, NC 27375 Hispanic Liaison of Chatham County 105 E. Second Street Siler Cit y , NC 27344 Hispanics in Philanthropy 55 Second St., Suite 1500 San Francisco, CA 94105 IDA and Asset Building Collaborative of NC, Inc. P. 0. Box 27386 Ralei gh, NC 27611-7386 Institute for Dismantling Racism, Inc. 639 S. Green Street Winston-Salem, NC 27101 Institute for Southern Studies PO Box 531 Durham, NC 27702 Ipas P. 0. Box 5027 Chapel Hill, NC 27514 Iredell-Statesville Schools 410 Garfield Street Statesville, NC 28677
509(a)( 1
Tools of the Mind (Tools')/Learning Collaborative Project with Guilford County Schools ( 'GCS D .
$120,000.00
509 ( a )( 1
$60,000.00
509 ( a )( 1 )
For the Implementation Phase of the Women's Economic E q uit y Project.
$25,000.00
509(a)( 1 )
Financial Capacity-Buildin g Project.
$3,380.00
509 ( a )( 1 )
$5,723.00
509 ( a )( 1 )
$35,000.00
North Carolina site of the Funders'
509(a )( 1 )
Collaborative.
$150,000.00
09 ( a )( 1 )
110,000.00
509 ( a )( 1 )
For g eneral o eratin su pp ort.
$50,000.00
509 ( a )( 1 )
Carolina Public Press. Developing Latino Youth Leadership for Reproductive Health Advocacy and Education. COMPASS: Collaborative Organizational Model to Promote Aligned Support Structure (COMPASS ) .
$70,000.00
509 ( a)( 1 )
$42,000.00
Government
$225,000.00
Just Economics P.O. Box 2396 Asheville, NC 28802 Latino Advocacy Coalition of Henderson County 505-B Brookside Camp Rd. Hendersonville , NC 28792 Legal Aid of NC-Raleigh 224 South Dawson Street Ralei gh . NC 27601 Lexington Housing Community Development Corp. P. 0. Box 933 Lexin g ton, NC 27293 Lumber River Development Corporation 30 CJ Walker Road , COMtech Park Pembroke, NC 28372-7340 Marketing Association for Rehab Centers, Inc 134 Wright Brothers Way Fletcher, NC 28732 Mitchell County P. O. Box 366 Bakersville , NC 28705 Mountain Area Information Network 34 Wall Street, Suite 407 Asheville, NC 28801 Mountain BizWorks 153 South Lexington Avenue Asheville, NC 28801 NARAL Pro-Choice North Carolina Foundation 514 Daniels Street, Box 142 Ralei gh , NC 27605 National Forum to Accelerate Middle-Grades Reform PO Box 224 Savo y , IL 61874
509 a 1
$30,000.00
09 ( a )( 1 )
35,000.00
509 ( a )( 1 )
Home Defense Project ( HDP ) .
$450,000.00
09 ( a )( 1 )
35,000.00
509 ( a )( 1 )
Advancing Regional Collaborations in Southeastern North Carolina.
$35,000.00
509 ( a )( 2 )
MARC Parit y Initiative .
$50,500.00
509 ( a )( 1 )
For Mitchell County Local Food Distribution Network.
$14,500.00
509 ( a)(1 )
Community Broadband Advocacy .

For general operating support : Growing WNC's Entrepreneurial Community Developing Organizational Stren gth .
$30,000.00
509(a )( 1 )
$10,000.00
09 ( a )( 1 )
85,000.00
09 ( a )( 1 )
Schools to Watch: School Transformation Network.
210,000.00
STATEMENT C Page 7of14

Nature Conservancy 4705 University Drive, Suite 290
Assessing the Status of North Carolina's
Durham, NC 27707
NC Association of Black Lawyers' Land Loss Prevention Project
509(a )( 1 )
Freshwater Resources.
$120,000.00
P.O. Box 179

Durham, NC 27702 NC Center for Nonprofit Organizations 1110 Navaho Drive, Suite 200 509 (a) ( 1 ) For general operatin g su p port. $50,000.00
Raleigh, NC 27609-7322
NC Center for Public Policy Research P. O. Box 430 Ralei gh, NC 27602 NC Center for Voter Education 3933 Arrow Drive, Suite 101 Ralei gh, NC 27612 NC Center for Women in Public Service P. O. Box 27421 Ralei gh, NC 27611 NC Center on Actual Innocence P.O. Box 52446 Shannon Plaza Station Durham, NC 27717-2446 NC Coalition Against Sexual Assault 811 Spring Forest Rd, Ste 900
509 (a)( 1 )
$400,000.00
509 (a) ( 1 )
$110,000.00
509 (a ) ( 1 )
For general operating su p port.
$225,000.00
509 ( a ) ( 1 )
For general o perating su p port.
$50,000.00
509 (a) ( 1 )
$50,000.00
Ralei h, NC 27609
NC Coalition to End Homelessness P.O. Box 27692 Ralei gh, NC 27611 NC Coastal Federation, Inc.
509 (a)( 1 )
For eneral o perating support.
$30,000.00
509 (a) ( 1 )
For general operating su pport.
$45,000.00
3609 Highway 24
Newport, NC 28570 NC Conservation Network 19 East Martin St., Suite 300 509 ( a ) ( 1 ) For general o peratin g su p port. $110,000.00
Raleigh, NC 27601
NC Council of Churches NC Interfaith Power & Light 27 Horne Street Ralei gh, NC 27607
509 (a)( 1 )
$280,000.00
509 (a) ( 1 )
From Hostility to Hospita lity: Immigration & People of Faith.
$42,000.00
STATEMENT C Page 8of14
NC Environmental Justice Network P. 0. Box 61 Tiller y , NC 27887 NC Fair Share Education Fund 3824 Barrett Drive, Suite 312 Ralei g h, NC 27609 NC Housing Coalition, Inc. 118 St. Mary's Street Ralei gh, NC 27605 NC Housing Coalition, Inc. 118 St. Mary's Street Ralei gh , NC 27605 NC Housing Coalition, Inc. 118 St. Mary's Street Ralei gh, NC 27605 NC Institute of Minority Economic Development 114 W. Parrish Street Durham, NC 27701 NC Justice Center P. 0. Box 28068 Ralei gh, NC 27611-8068 NC Justice Center P. 0. Box 28068 Ralei gh, NC 27611-8068 NC Minority Support Center P. 0. Box 2086 Durham, NC 27702-2086 NC Prisoner Legal Services P. 0. Box 25397 Ralei gh, NC 27611 NC Sustainable Energy Association P. 0. Box 6465 Ralei gh, NC 27628 NC Wildlife Federation P. 0. Box 10626 Ralei gh, NC 27605-0626
509 (a)( 1 )
$35,000.00
509 (a)( 1 )
$50,000.00
509 ( a )( 1 )
$135,000.00
509 ( a )( 1 )
Manufactured Housing: Certified Technical Assistance Provider CTAP .
$60,000.00
509 ( a )( 1 )
$135,000.00
09 ( a )( 1 )
100,000.00
509 ( a )( 1 )
$1,700,000.00
509 ( a )( 1 )
Eastern Carolina Immigrants' Rights Project.
$150,000.00
509 ( a )( 1 )
$125,000.00
509 ( a )( 1 )
Committed Juvenile Case and Conditions Project.
$140,000.00
509( a)( 1 )

Fair Climate Change for North Carolina: Engaging Non-traditional Allies in the Climate Movement.
$125,000.00
509(a)(1 )
$30,000.00
Neighbors in Ministry, Inc. 290 Oakdale Street Brevard, NC 28712 Neuse River Foundation P. 0. Box 15451 New Bern, NC 28561 North Carolinians Against Gun Violence Education Fund P. O. Box 51565 Durham, NC 27717 Ocracoke Foundation P. O. Box 1689 Ocracoke, NC 27960 Our VOICE, Inc. 44 Merrimon Ave., Suite 1 Asheville, NC 28801 People of Faith Against the Death Penalty 110 W. Main St., Ste. 2G Carrboro, NC 27510 Piedmont Conservation Council, Inc. 847 Curry Dr., Suite 103 Asheboro, NC 27205 Pigeon Community Development Center P.O.Box 1494 Wa ynesville, NC 28786 Planned Parenthood of Central NC, Inc. P. 0. Box 3258 Chapel Hill, NC 27515-3258 Planned Parenthood of Central NC, Inc. P. 0. Box 3258 Chap el Hill, NC 27515-3258 President and Fellows of Harvard College Harvard University, Office for Sponsored Programs Holyoke Center, Suite 600 1350 Massachusetts Ave. Cambrid ge, MA 02138
509 (a)( 1 )
Dismantlin g Racism: Inside & Out III.
$45,000.00
509 ( a )( 1 )
$35,000.00
09 ( a )( 1 )
or g eneral o p eratin g su pp ort
20,000.00
509 ( a )( 1
$30,000.00
Sexual Violence Prevention Education
509 (a)( 1 )
Volunteer Program.
$20,000.00
509 ( a )( 1 )
NC Grassroots Education and Mobilization on the Death Penalt y .
$75,000.00
509 ( a )( 1 )
For g eneral o p eratin g su pp ort for FabLab.
$35,000.00
509 ( a )( 1 )
$35,000.00
509 ( a )( 1 )
For g eneral o p eratin g su pp ort. Women's Lives Matter: Increasing & Protecting Access to Reproductive Healthcare.
$150,000.00
509 ( a )( 1 )
$20,000.00
Project READS: Using Data to Promote Summer Reading and Close the Achievement Gap for Low-SES Students
09 (a)( 1
in North Carolina.
225,000.00

Raleigh Public Record Inc. P. O. Box 349
Raleigh, NC 27602
Rape Crisis Center of Catawba County, Inc. 1220 Commerce Street, SW #J Conover, NC 28613 Reach of Clay County P. O. Box 1485 Ha yesville, NC 28904 Red Springs Enterprise Alliance Inc P.O. Box 918 Red S prings, NC 28377 RFD CDC 1713 Beechwood Rd.
509 a 1
For general o eratin support.
$70,000.00
509 (a)( 1 )
$20,000.00
509 (a )( 1 ) Private Nonoperating Foundation
For general op eratin g su pport.
$50,000.00
For general operatin g su ppo rt.
$30,000.00
Yadkinville, NC 27055
Rockingham County 371 NC Hwy 65 Wentworth, NC 27375 Rural Advancement Foundation InternationalUSA P. O. Box 640 Pittsboro, NC 27312 Rural Empowerment Association for Community Help (REACH) 2389 W. Wards Bridge Rd. Warsaw, NC 28398 Sierra Club Foundation 85 Second Street, Suite 750
509(a)( 1 )
The North Carolina Circles Project.
$125,000.00
Government
Business & Technology Center General O peratin g Funds.
$75,000.00
509 ( a)( 1
For general o p eratin g supp ort.
$60,000.00
509 (a )( 1 )
$70,000.00
North Carolina Climate Recovery
San Francisco, CA 94105

Southern Appalachian Highlands Conservancy 34 Wall Street, Suite 502 Asheville, NC 28801 Southern Coalition for Social Justice 115 Market St., Suite 470 Durham, NC 27701 Southern Coalition for Social Justice 115 Market St., Suite 470
509 (a)( 1 )
Campai gn.
$25,000.00
509 (a)(2
Blue Ridge Forever - Phase 2.
$25,000.00
509 ( a)( 1 )
$100,000.00
Fair Redistricting NC Task Force and
Durham, NC 27701
509 (a)( 1 )
Resource Center.
$95,000.00
Southern Environmental Law Center 200 West Franklin Street, Suite 330
Cha pel Hill, NC 27516-2520

Stecoah Valley Arts, Crafts & Educational Center, Inc. 121 Schoolhouse Road Robbinsville, NC 28771 Student Action with Farmworkers 1317 W. Pettigrew St. Durham, NC 27705 Teach For America - Eastern NC 324 Blackwell St., Bay 11, Suite 1160 Durham, NC 27701 Toxic Free NC 206 New Bern Place Ralei gh, NC 27601 Trust for Public Land 101 Montgomery St Ste 900 San Francisco, CA 94104 University of NC-Chapel Hill Office of Sponsored Research (OSR) 104 Airport Drive, Suite 2200, CB #1350 Cha pel Hill, NC 27599-1350 University of NC-Chapel Hill Office of Sponsored Research (OSR) 104 Airport Drive, Suite 2200, CB #1350
509 (a)( 1 )
$275,000.00
509 ( a)( 1 )
$50,000.00
509(a)( 1 )
Farmworker Advocacy Network.
$35,000.00
509 (a)( 1 )
$75,000.00
509 (a)( 1 )
$60,000.00
509 ( a)( 1 )
Land for Tomorrow.
$80,000.00
509(a)( 1 )
Buildin g Integrated Communities.
$69,757.00
For general operating support for the

Office of Sponsored Research (OSR)
509 (a)( 1 )
Scholars Latino Initiative (SLI ) .
$50,000.00
104 Airport Drive, Suite 2200, CB #1350

Chapel Hill, NC 27599-1350 University of NC-Chapel Hill Office of Sponsored Research (OSR) 104 Airport Drive, Suite 2200, CB #1350 509 (a)( 1 )
To support the Operations of the UNC

Center for Civil Ri ghts. $50,000.00
Educational Advancement & Fair Opportunity Program (Education

Office of Sponsored Research (OSR) 104 Airport Drive, Suite 2200, CB #1350 Chapel Hill, NC 27599-1350
509 ( a)( 1 )
Pro gram) .
$25,000.00
509 (a )( 1 )
Policy Outreach for Public Officials.
$35,000.00

Office of Sponsored Research (OSR) 104 Airport Drive, Suite 2200, CB #1350 For general operating support for Poverty
Chapel Hill, NC 27599-1350

University of NC-Chapel Hill Office of Sponsored Research (OSR) 104 Airport Drive, Suite 2200, CB #1350
509 (a)( 1 )
Center NC's Metric Work.
$120,000.00
Collateral Consequences Assessment Tool
Chapel Hill, NC 27599-1350

University of NC-Charlotte Office of Sponsored Research, CLAS 9201 University City Blvd Charlotte, NC 28223-0001
509( a)(1 )
( C-CAT) .
For PlanCharlotte.com which will be a new feature of the UNC Charlotte Urban Institute's website, to be designed as an online resource for the greater Charlotte region. Renaissance Computing Institute (RENCI) at UNC Charlotte - Advancing the Reach of Urban Growth Forecasting Across
$30,000.00
Government University of NC-Charlotte Office of Sponsored Research, CLAS 9201 University City Blvd
$85,000.00
Charlotte, NC 28223-0001
University of NC-Greensboro P.O. Box 26170 Greensboro, NC 27403-6170
Government
North Carolina.
Coaching Coaches: An educational program to increase the positive role that high school coaches play in stopping ender-based interpersonal violence. Improving Teaching and Mentoring Practice Through the Use of Continuous Res ponse Technolo gy .
$20,000.00
Government University of NC-Greensboro P.O. Box 26170 Greensboro, NC 27403-6170 Vigorous Interventions In Ongoing Natural Settings Inc. 48 Juni p er Street, Roxbur y, MA 02119 Wake Education Partnership 706 Hillsborough St., Suite A Ralei gh, NC 27603 Wake Forest University 1834 Wake Forest Road Winston-Salem, NC 27109 509( a)( 1 ) WakeUP Wake County, Inc. P. O. Box 6484 Ralei gh, NC 27628
$60,000.00
Government
$32,094.00
509(a )( 1 )
The Halifax Count y Eq uit y Project. Evaluation of Triangle Leadership Academy in the Wake County Public School S y stem. For scholarships: Joseph G. Gordon, NSR, NC middle income residents, annual awards to faculty members, Reynolds Professors supplements, and special undergraduate p ro grams and needs.
$35,000.00
509 (a )( 1 )
$34,160.00
$462,118.02
509 (a)( 1 )
Planning for Growth: Sustainable Develo p ment & Civic En gagement.
$20,000.00
Washington Housing Nonprofit, Inc. P. 0. Box 2312 Washin gton, NC 27889 West End Revitalization Association, Inc. P. 0. Box 661 Mebane, NC 27302 Western Carolina University Killian Building Room 222 Cullowhee, NC 28723
509 ( a )( 3 )
$70,000.00
509 ( a )( 1 ) ___
For g ene al o p eratin g su pp ort. College of Educational & Allied Professions - Professional Development for the enhancement of the 21st Century Professional Standards through the use of Learnin g Studios.
$70,000.00
overnment White Oak-New Riverkeeper Alliance P. 0. Box 358 Jacksonville, NC 28540 Wilderness Society 1615 M Street NW Washin gton, DC 20036 Winston-Salem Foundation 860 West Fifth Street Winston-Salem, NC 27101 Winston-Salem State University 601 Martin Luther King Jr. Drive Winston-Salem, NC 27110 Winston-Salem/Forsyth County Schools P. 0. Box 2513 Winston-Salem, NC 27102-2513
30,000.00
509 ( a )( 1 )
River Protection Pro gr am.
$25,000.00
Protecting the Wildlands of Western North
509 (a)( 1 )
Carolina.
$25,000.00
509 ( a )( 1 )
Winton-Salem Community Development Su pp ort Collaborative.
$100,000.00
Fostering Effective Teaching Through
Government
Support FETTS .
$35,000.00
Government
Connectin g Carin g Adults With Students.
$20,000.00
TOTAL UNPAID GRANTS
$14,466,799.02
Z. Smith Reynolds Foundation, Inc. EIN: 58-6038145 2010
AMENDED AND RESTATED BYLAWS of the Z. SMITH REYNOLDS FOUNDATION, INCORPORATED A North Carol ina Nonprofit Corporation
Adopted November 19, 2004 Amended May 21, 2010
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Statement D Page 1 of 11
Z. Smith Reynolds Foundation, Inc. EIN: 58 -6038145 2010
Z Smith Reynolds Foundation, Inc. EIN: 58-6038145 2010
AMENDED AND RESTATED BYLAWS OF THE Z. SMITH REYNOLDS FOUNDATION , INCORPORATED A North Carolina Corporation
ARTICLE I. Offices 1.1 Principal office. The principal office of the Corporation shall be located at 147 South Cherry St., Suite 200, Winston-Salem, Forsyth County, North Carolina 27101-5287, or at such other location designated by the Board of Trustees. 1.2 Registered office . The registered office of the Corporation required by law to be maintained in the State of North Carolina may be , but need not be, identical with the principal office. 1.3 Other offices . The Corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Trustees may designate or as the affairs of the Corporation may require from time to time. ARTICLE H. Board of Trustees 2.1 General powers . The business and affairs of the Corporation shall be managed by its Board of Trustees. Except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all of the power of the Corporation shall be vested in the Board of Trustees. 2.2 Number, term and qualifications . The number of Trustees constituting the Board of Trustees shall be set by the Board of Trustees, but shall not be more than fifteen (15) nor less than nine (9). The Trustees shall be divided into three (3) classes, as nearly equal in number as possible, with one class of Trustees elected at the annual meeting of the Board of Trustees each year, and each Trustee in such class shall serve for a term of three (3) years or until the earlier of his/her death, resignation, retirement, removal, or disqualification or until the conclusion of the meeting at which his/her successor shall be elected except that any Trustee who shall have reached the age of seventy (70) may be elected only for a one (1) year term. In the event of any increase or decrease in the number of Trustees, the additional or eliminated Trustee positions shall be classified or chosen so that all classes of Trustees shall remain or become as nearly equal as possible in number. Trustees need not be residents of the State of North Carolina.
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2.3 Election of Trustees . New Trustees shall be elected by the affirmative vote of all the Trustees present, and incumbent Trustees shall be re-elected by the affirmative vote of a majority of all the Trustees then in office, at the annual meeting of the Board of Trustees or at any special meeting of the Board of Trustees of which notice of the purpose to elect or re-elect one or more of Trustees has been duly given in accordance with these Bylaws. 2.4 Removal . A Trustee or Life Trustee may be removed from office at any time with or without cause by the Trustees by such vote as was required to elect that Trustee or Life Trustee pursuant to the terms of these Bylaws. 2.5 Vacancies . Any vacancy occurring on the Board of Trustees may be filled by the affirmative vote of a majority of the Trustees in accordance with the vote requirements set forth in Section 2.3 of these Bylaws. A Trustee elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. 2.6 Trustee Age Limit. No person who is eighty (80) years or older shall be elected as a Trustee of the Corporation; however, any Trustee who reaches his/her eightieth (80`h) birthday during the Trustee's term of office may complete such term and continue to serve as a Trustee of the Corporation until the expiration of such term of office.
2.7 Life Trustees . Any individual who has served as a Trustee and reached the age of eighty (80) may be elected by a majority of the Trustees as a "Life Trustee." A Life Trustee shall serve until the earlier of his/her death, resignation, retirement, removal or disqualification. Each Life Trustee shall have the authority to attend each regular or special meeting of the Trustees and shall receive notice of such meetings in the manner notice is provided to Trustees. A Life Trustee may be appointed to and serve on committees of the Board. A Life Trustee shall consult with the Trustees as to (i) the appropriation, expenditure and/or disposal of available funds or other property of the Corporation, (ii) the designation of charitable purposes or the beneficiaries for which such appropriations, expenditures or disposals are to be made, (iii) the amount of the funds or property so apportioned or to be expended or disposed for such purposes, and (iv) the appropriation and authorization of expenditure of available funds of the Corporation for the administration of the Corporation's affairs. The Life Trustee shall also have such additional authority and responsibilities as may be determined by the Trustees from time to time, including, when applicable, such authority and responsibility with respect to (x) the control and management of the Corporation's affairs, funds and finances in conjunction with the efforts of the Corporation's officers, (y) the execution, in the name of and under the seal of the Corporation, of notes, bonds or other evidences of indebtedness and delivery of the same, and (z) the execution and delivery, in the corporate name and under the corporate seal, of mortgages or other pledges of any and all of the Corporation's property, real, personal or otherwise, as security for the payment of the Corporation's indebtedness. A Life Trustee shall not have the power to vote at a meeting of the Trustees, at any standing committee meeting or by informal action of the Trustees.
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2.8 Committees of the Board of Trustees . The Board of Trustees shall have the following standing committees : an administration committee , an audit committee and a nominating committee . The membership of all standing committees shall be composed exclusively of members of the Board of Trustees, including Life Trustees , and shall be appointed by the President . The President may create such other committees of the Board and appoint such members as he/she shall consider appropriate . Each committee of the Board of Trustees must have two (2) or more members and , to the extent authorized by law, shall have such duties and authority as may be described in these Bylaws or otherwise specified by the President. The provisions of these Bylaws governing meetings, action without meetings, notice, waiver of notice, quorum, and voting requirements of the Board of Trustees shall not apply to each committee of the Board. Any vacancy occurring on a Board committee shall be filled by the President. Members of all committees of the Board shall serve at the pleasure of the Board. Any member of a Board committee may be removed at any time with or without cause by the President.
ARTICLE III. Meetings Of Trustees 3.1 Regular meetings . The Board of Trustees shall hold two (2) regular meetings each year. One of such meetings shall be designated as the annual meeting. The dates for the annual meeting and the other regular meeting shall be designated by the Corporation's Secretary. The annual meeting shall be held for the purpose of electing Trustees and officers of the Corporation and for the transaction of any other business properly before the Board of Trustees.
3.2 Special meetings . Special meetings of the Board of Trustees may be called by or at the request of the President or any three (3) Trustees.
Place of meetings . Any regular or special meeting of the Board of Trustees may 3.3 be held at the principal office of the Corporation or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or in a waiver of notice of the meeting signed by all the Trustees then holding office. 3.4 Notice of meetings . The Secretary shall give notice of each regular meeting of the Board of Trustees to each Trustee at least ten (10) days before the meeting. The President or other persons calling a special meeting of the Board of Trustees shall give notice thereof (or cause the Secretary to give Notice) to each Trustee at least seven (7) days before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at the meeting of the Board of Trustees, except as otherwise provided by law or these Bylaws. The Secretary may give any notice required by this subsection by using the U.S. Postal Service or a private delivery service, or by e-mailing the notice to an e-mail address that has been supplied to the Secretary by the Trustee.
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Z Smith Reynolds Foundation, Inc. EIN: 58-6038145 2010
3.5 Waiver of notice . Any Trustee may waive notice of.any meeting, either before or after the meeting. Written waivers of notice shall be filed by the Secretary with the corporate records or as part of the minutes of the meeting. The attendance by a Trustee at a meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 3.6 Q uorum. A majority of the number of Trustees in office shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees. Manner of acting. Except as otherwise provided by law or in these Bylaws, the 3.7 vote of a majority of the Trustees attending a duly convened meeting at which a quorum is present shall be required to take any action. Informal action by Trustees . Action taken without a meeting is nevertheless action 3.8 of the Board of Trustees if written consent to the action in question is signed by all of the Trustees and included in the minutes or filed with the corporate records reflecting the action taken, whether done before or after the action so taken. Participation by telephone . Any one or more Trustees may participate in a 3.9 meeting of the Board of Trustees by means of a conference telephone or similar communications device that allows all persons participating in the meeting to hear each other. Participating by this means shall be deemed attendance as if the person were at the meeting. A special meeting may be held with all Trustees participating by telephone or by a communications device that allows all persons participating in the meeting to hear each other.
ARTICLE IV. Officers

Officers of the Corporation . The officers of the Corporation shall consist of a 4.1 President, a Secretary and a Treasurer. Other officers, including one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Trustees), Assistant Secretaries and Assistant Treasurers, may from time to time be elected by the Board of Trustees. Any two or more offices, except President and Secretary, may be held by the same person. No officer may act in more than one capacity where the actions of two or more officers is required.
4.2 Election and term. The officers of the Corporation shall be elected by the Board of Trustees at the annual meeting or any adjournment thereof and shall hold office for one year or until his/her successor shall have been duly elected and qualified.
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Z. Smith Reynolds Foundation, Inc. EIN: 58-6038145 2010
4.3 Removal . Any officer or agent elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever in its judgment the best interests of the Corporation will be served thereby. 4.4 President . The President shall preside at all meetings of the Trustees. At each regular meeting he/she shall report to the Trustees on the activities of the Corporation since the last regular meeting. In addition the President shall, between regular meetings, endeavor to keep all Trustees informed by letter, to the greatest extent reasonably possible, of all activities of the Corporation of major importance and of all other important developments coming to his/her attention which affect the Corporation or its operation. The President shall have no other official duties except to sign on behalf of the Corporation when and as directed by resolution adopted by the Trustees, such documents or papers as may be desirable or required by law to be signed by an executive officer of the Corporation. 4.5 Vice Presidents . The Vice Presidents, if any, in order of their seniority as determined by the Trustees shall be vested with all the powers and perform all the duties of the President in the event of his/her absence or disability. 4.6 Secretary . The Secretary shall keep the minutes of the meetings of the Board of Trustees. Hie/she shall keep all minutes of all such meetings in books designated for those purposes, The Secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. He/she shall have charge of the books, records and papers of the Corporation. He/she shall have custody of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized, and shall sign such instruments as may require his/her signature. He/she shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the Board of Trustees or by these Bylaws. 4.7 Assistant Secretaries . In the absence of the Secretary or in the event of his/her death, inability or refusal to act, any Assistant Secretary designated by the Board of Trustees, shall perform the duties of the Secretary and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary. The Assistant Secretaries shall perform such other duties as may be assigned to them by the Secretary or by the Board of Trustees. Any Assistant Secretary may sign, with the President or a Vice President, documents authorized to be signed by the Secretary.
4.8 Treasurer . The Treasurer shall have charge of and be responsible for all funds and securities, receipts and disbursements of the Corporation, and shall deposit all monies and securities of the Corporation in such banks and depositories as shall be designated by the Board of Trustees, provided, that the Board of Trustees may appoint a custodian or depository for any such funds or securities, and the Board of Trustees may designate those persons upon whose signature or authority such funds may be disbursed. He/she shall be responsible (i) for
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Z. Smith Reynolds Foundation, Inc. EIN. 58-6038145
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maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (ii) for the preparation of appropriate operating budgets and financial statements; and (iii) for the preparation and filing of all tax returns required by law. 4.9 Assistant Treasurers . In the absence of the Treasurer or in the event of his/her death, inability or refusal to act, any Assistant Treasurer designated by the Board of Trustees, shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer. They shall perform such other duties as may be assigned to them by the Treasurer or by the Board of Trustees. 4.10 Validity of Signatures . In case any person whose signature shall appear on any bond, note or other evidence of indebtedness of the Corporation shall cease to be an officer or hold an office different from that held at the time of signature before the delivery of such instrument, such signature shall nevertheless be valid and sufficient for all purposes the same as if he/she had remained in such office until such delivery. 4.11 Compensation . The compensation of all officers of the Corporation shall be fixed by the Board of Trustees and no officer shall serve the Corporation in any other capacity and receive compensation therefor unless such additional compensation is authorized by the Board of Trustees prior to the rendition of such services. ARTICLE V. Contracts, Loans , Checks And Deposits 5.1 Contracts . The Board of Trustees may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. 5.2 Loans . No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances. 5.3 Checks and drafts . All checks, drafts or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, or employee or employees of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Trustees. 5.4 De sits. All fiords of the Corporation not otherwise employed shall be deposited time from to time to the credit of the Corporation in such depositories as the Board of Trustees may select. ARTICLE VI Indemnification
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Z. Smith Reynolds Foundation, Inc. EIN- 58-6038145 2010
6.1 Definitio ns. The following terms shall have the specified definitions for purposes of this Article VII: Covered person: A covered person shall include (i) any person who at any (a) time serves or has served as a Trustee of the Corporation and (ii) any person who at any time serves or has served as an officer of the Corporation. Action: An action shall include any threatened, pending, or completed (b) civil, criminal, administrative, investigative, or arbitrative action, suit or proceeding, whether or not brought by or on behalf of the Corporation, any appeal therefrom, and any inquiry or investigation that could lead to such an action, suit or proceeding. Covered expenditures: With respect to any action, covered expenditures (c) shall mean (i) reasonable expenses, including without limitation attorneys' fees and expenses, incurred by the covered person in connection with the action, (ii) reasonable payments made by the covered person in satisfaction of any judgment, money decree, fine (including without limitation any excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which the covered person may have become liable in the action, and (iii) reasonable costs, expenses and attorney's fees incurred by the covered person in enforcing the indemnification rights provided in this Article. 6.2 General . Except as provided in Section 6.5 of this Article, the Corporation shall indemnify a covered person against covered expenditures with respect to any action arising out of (i) the covered person's status and/or activities as a Trustee, officer or employee of the
Corporation or (ii), if such status was obtained by the covered person at the Corporation's request, the covered person's status and/or activities as a Trustee, officer, partner, director, manager, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, limited liability company, or other enterprise or as a Trustee or administrator under an employee benefit plan, and in each case ((i) or (ii)) whether or not the status or activities exist or occur before or after the adoption of this Article VII.
6.3 Advanced Payment of Expenses . Covered expenditures described in clause (i) of the definition of covered expenditures in Section 1 of this Article, shall be paid by the Corporation in advance of final disposition of the action, upon receipt of an undertaking by the covered person to repay such amounts to the Corporation if it is later determined that the covered person is not entitled to be indemnified by the Corporation against such covered expenditures. 6.4 Standard of Care . The Corporation shall not indemnify a covered person for covered expenditures with respect to an action arising out of the covered person ' s acts or omissions that were , at the time taken , known or believed by the covered person to be clearly in conflict with the best interests of the Corporation . The Corporation shall have the burden of proving by a preponderance of the evidence that the covered person's acts or omissions were, at
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Z. Smith Reynolds Foundation, Inc. EIN: 58 -6038145 2010
the time taken, known or believed by the covered person to be clearly in conflict with the best interests of the Corporation. 6.5 Determination and Evaluation of Indemnification . The determination as to whether, and the extent to which, indemnification is required under this Article, shall be made: (a) By the Board of Trustees by majority vote of a quorum consisting of Trustees not at the time parties to the action that is the subject of the indemnification determination; (b) If a quorum cannot be obtained under subdivision (a), by majority vote of a committee duly designated by the Board of Trustees (in which designation Trustees who are parties to the action may participate), consisting solely of two or more Trustees not at the time parties to the action; (c) If a quorum of the Board of Trustees cannot be obtained under subdivision (a) and a committee cannot be designated under subdivision (b), then by special legal counsel selected by a majority vote of the full Board of Trustees (in which selection Trustees who are parties to the action may participate). Evaluation as to reasonableness of covered expenditures shall be made in the same manner as the determination that indemnification is required under this Article, except that if such determination is made by special legal counsel, evaluation as to reasonableness of covered expenditures shall be made by those entitled under subdivision (c) above to select the special legal counsel. 6.6 Reliance . A covered person shall be deemed to be serving the Corporation in reliance upon, and as consideration for, the rights provided the covered person in this Article. Such rights shall inure to the benefit of a covered person's successors by reason of the death of the covered person. Any repeal or modification of this Article shall not affect the rights and obligations of a covered person and the Corporation under this Article with respect to matters arising out of the covered person's status and/or activities existing or occurring prior to such repeal or modification. Any revocation or other termination of the designation by the Board of Trustees of a person as a covered person shall not affect the rights and obligations of such person and the Corporation under this Article with respect to matters arising out of such person's status and/or activities existing or occurring prior to such revocation or other termination. 6.7 Non-exclusivity . The rights provided in this Article shall not be exclusive of any other rights to which a covered person may be entitled, including, without limitation, statutory rights to indemnification and benefits under policies of insurance. ARTICLE VII. General Provisions
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7.1 Seal . The seal of the Corporation shall be a circle with the name of the Corporation and "North Carolina" on the circumference, and the word "Seal" in the center. 7.2 Waiver of notice . Whenever any notice is required to be given to any Trustee by law, by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing signed by the Trustee or Trustees entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. 7.3 Trustees. Fiscal year . The fiscal year of the corporation shall be as fixed by the Board of
7.4 Audit of Financials . The annual financial statements of the Corporation shall be audited by an independent certified public accountant appointed by the Board of Trustees upon recommendation of the Audit Committee. 7.5 Amendment of Bylaws . These Bylaws may be amended at any meeting of the Trustees, of which notice of the proposed change or amendment in the Bylaws has been given in the notice of such meeting, by the affirmative vote of not less than three-fourths of all Trustees then in office. These Bylaws may also be amended by informal action in lieu of a meeting signed by all Trustees then in office.
REVISED this 21s' day of May, 2010.
Lloyd P. Tate, Jr., President
Leslie J. VAhner, Secretary
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Form

Return of Private Foundation

Department of the Treasury

Internal Revenue Service

For calendar year 2010, or tax year beginning

G Check all that apply: Name of foundation

0 Initial return n Amended return

initial return of a former public charity 0 Name change 0 Address change

A Employer identification number

SMITH REYNOLDS FOUNDATION ,

147 SOUTH CHERRY STREET

D 1 Foreign organizations, check here

1 G;ntrlbutlons, gifts, grants, etc., received

Check ^ O it thefoundahon is not required to attach Sch B

Dividends and interest from securities

15 , 231 , 339. 34 7 6 4 8::

Capital gain net income (from Part IV, line 2)

Net short-term capital gain Income modifications

Gross sales less returns 10a and allowances

c Gross profit or (loss) 11 Other income 12 Total. Add lines 1 throw h 11 13 14 15

Other employee salaries and wages Pension plans, employee benefits

y 16a Legal fees CL W 17 19

16 13 7 314 599 242 103 25

354. 635 . 003 . , 902. , 654. , 256.

3-1-4 599 242 103 25

, 635. 003 . 902. , 654. 256.

64 , 730. 196 761 .

Printing and publications

2 815 . 835 311. 2 567 080. 17 009 819. 19 576 899.

b Net investment income Cif negative , enter -0- )

Farm QOn-PF r9nlm

Auachedschedules and amounts in the description

Beg inning of year (a ) Book Va lue (b) Book Valu e

column should be for end -0t-yearamounts only

End o f year (c) Fair M arket Value

740 , 075. 6 516.

740 F 075. 6 516 .

789. STMT STMT 7 8

10 , 293 , 162. 6 , 972 , 289. 159 1 611.

8 , 347 , 489. 5 , 6 8 7 18 8. 88 , 506.

8 , 606 , 768. 5 744 738. 88 , 506.

699 , 827. 611 3 21 .

15 Other assets (describe ^ 16 17 18 19

Mortgages and other notes payable Other liabilities (describe ^ 0. ^ 0.

Retained earnings, accumulated income, endowment, or other funds

Z 30 Total net assets or fund balances

18 , 351 , 392. 18 , 351 , 392.

14 , 869 , 884. 14 , 869 , 884.

Analysis of Changes in Net Assets or Fund Balances

5 Decreases not included in line 2 (itemize) ^

18,351,392. <3,481,508. > 0. 14,869,884. 0. 14,869,884.

(d) Date sold (mo., day, yr.)

SEE ATTACHED STATEMENT

Distributtiion ratio (col (b) divided by col. (c))

2009 2008 2007 2006 2005

549 053 , 927 , 620 727

094. 326. , 637 , 701-' i 957.

071 502 041 193 , 507

828. 464. 241. 398. , 211.

1.673492 1.520661 1.528048 1.609125 1.759502

, 341 , 965 . , 353 , 182. 7 , 419 . ,

Form 990-PF (2010)

X Form 990-PF (2010)