StudentsFirst IRS Application

7/31/2019 StudentsFirst IRS Application

1/44

Form 1023 Checklist

Revised June 2006)

Application for Recognition of Exemption under Section 501 c) 3) of the

Internal Revenue Code

Note. Retain a copy of the completed Form 1023 in your permanent records. Refer to the

General Instructions

regarding Public Inspection of approved applications

Che ck each box to finish your application Form 1023). Send this com pleted Checklist with your filled-in

application. If you have not ans wered all the items below, your application may be returned to yo u as

incomplete.

i

Assem ble the application an d materials in this order:

Form 1023 Checklist

Form 2848, Power of Attorney and Declaration of Representative

if filing)

Form 8821 Tax Information Authorization

if filing)

Expedite request i f requesting)

Application Form 1023 and Schedules A through H, as required)

Articles of organization

Amendments to articles of organization in chronological order

Bylaws or other rules of operation and amendments

Documentation of nondiscriminatory policy for schools, as required by Schedule B

Form 5768, Election/Revocation of Election by an Eligible Section 501 c) 3) Orga nization To Make

Expenditures To Influence Leg islation i f f il ing)

All other attachments, including e xplanations, f inancial data, and printed ma terials or publications. Label

each page with name and EIN.

ZI

User fee payment placed in envelope on top of checklist. DO NOT STAPLE or otherwise attach your check or

mon ey order to you r application. Instead, just place it in the enve lope.

ZI

Employer Identification Num ber EIN)

ZI

Com pleted Parts I through XI of the application, including any requested informa tion and any required

Schedules A through H.

You must provide specific details about your past, present, and planned activities.

Gene ralizations or fai lure to answe r questions in the Form 1023 application wil l prevent us from recog nizing

you as tax exempt.

Describe your purposes and proposed activities in specific easily understood terms.

Financial information should correspond with proposed activities.

ZI

Schedules. Submit only those schedules that apply to you and check either Yes or No below.

Schedule A Yes_ No _ chedule E Yes - No ...L.

Schedule B Yes_ No

_

i

edule

F. Yes

o

L

Schedule Yes_ NoL

chedule G Yes_ No...L.

Schedule D Yes_ No-2L

chedule H

Yes

No-2L


2/44

An exact copy of your complete articles of organization creating document). Absence of the proper purpose

and dissolution clauses is the number one reaso n for delays in the issuance of determination letters.

Location of Purpose Clause from Part Ill, line 1 Page, Article and Paragraph Number) _Page

1

Art. 3

Location of Dissolution Clause from Part Ill, line 2b or 2c Page, Article and Paragraph Num ber) or by

operation of state law

age 3 Art. 6

Signature of an officer, director, trustee, or other official who is authorized to sign the application.

Signature at Part XI of Form 1023.

Your name on the application must be the same as your legal name as it appears in your articles of

organization.

Send completed Form 1023, user fee payment, and all other required information, to:

internal Re ue Service

P.O. Box

l i i

Z Z

Covington, KY 41012-0192

If you are using express mail or a delivery service, send Form 1023 , user fee payment, and attachm ents to:

Internal Revenue Service

201 W est Rivercenter Blvd.

Attn: Extracting Stop 312

Covington, KY 41011

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Form

8 8

ower of Attorney

Rev. June 2008)

nd Declaration of R epresentative

Department of the Treasury

Type or print

ee the separate instructions.

Internal Revenue service

IThlI Power of ttorney

Caution:

Form 2848 w ill not be honored for any purpose other than representation before the IRS

1 Taxpayer information. Taxpayer(s) must s ign and da te this form on page 2 , l ine 9.

Taxpayer name(s) and address

ocial security number(s)

StudentsFirst Institute

406 7th St NW 2nd Floor

Washington DC 20004

Da ytime telephone number

202

54-6200

For

RS Use Only

Received by:

Name

Telephone

Function

Date

Employer identification

number

27

659574

Plan num ber (if applicable)

must sign and d ate this form on page 2, Part II.

hereby appoint(s) the following representative(s) as attorney(s)-in-fact:

2 Representat

Nam e and address

Marc E. Elias

700 13th St NW Suite 600 Washington

DC 20005

Name and address

Ezra W .

Reese

700

13th St NW,

Suite 600 Washington DC 20005

Name and address

CAFNo - ---------------- --------------------

Telephone No

202.654.6200

Fax No-------------

202-654.621

Check if new: Address

elephone No. 0

ax N o.

L I

CAF No.

3.96-71.R

8

Telephone No. ........ . 0.

Fax No..............

6?i


elephone No.

Z

ax No.

0

CAF No

Telephone No

FaxNo.-----------------------------------------


0

elephone No.

0

ax No.

0

to represent the taxpayer(s) before the Internal Revenue Service for the following tax matters:

3 Tax matters

Type of Tax (Income, Employment, Excise, etc.)

ax Form Number

ear(s) or Period(s)

or Civil Penalty (see the instructions for line 3)

1040, 94 1, 720, etc.)

see the instructions for line 3)

Application for Recognition of E xemption

023

011-12

4 Specific use not

recorded on Centralized Authorization File (CA F) . If the power of attorney is for a specific use not recorded on CAF ,

check this box . See the instructions for Line 4.

Specific Uses Not

Recorded on

C F

5 Acts authorized. The representatives are authorized to receive and inspect confidential tax information and to perform any and all acts that

I (we) can perform with respect to the tax matters described on line 3, for example, the authority to sign any agreements, consents, or other

docum ents. The authority does not include the power to receive refund checks ( see line 6 below), the pow er to substitute another representative

or add additional representatives, the power to sign certain returns, or the power to execute a request for disclosure of tax returns or return

Information to a third party. S ee the line 5 Instructions for m ore information.

Exceptions. An unenrolled return preparer cannot sign any docu ment for a tax payer and m ay only represent taxpayers in limited situations.

See U nenrolled R eturn Preparer on page 1 of the instructions. An enrolled a ctuary ma y only represent taxpayers to the extent provided in

section 10.3(d) of Treasury Department Circular No. 230 (Circular 230). An enrolled retirement plan administrator may only represent taxpayers

to the extent provided in section 10.3(e) of Circular 230 . See the line 5 instructions for restrictions on tax matters partners. In most cases,

the student practitioner s (levels k and I) authority is limited (for example, they m ay only practice under the supervision of another practitioner).

List any specific additions or deletions to the acts otherwise authorized in this power of attorney

6 Receipt of refund checks. If you want to authorize a representative named on line 2 to receive,

BUT NO T TO ENDORSE OR CASH

refund

checks, initial here

nd list the name of tha t representative below .

Na me of representative to receive refund check(s)

For P rivacy Act and Pa perwork Red uction Act Notice, see page 4 of the instructions.

at. No. 11980J

orm

2848

Rev. 6-2008)


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Fo m 2845 (Rev. 62OO8)

age

2

7 Notices and communications. Original notices and other written communications will be sent to you and a copy to the first

representative listed on line 2.

a If you also want the second representative listed to receive a copy of notices and communications, check this box .....

b U you do no t want any notices or comm unications sent to your representative(s), check this box

8 Retention/revocation of prior power s) of attorney. The filing of this power of attorney automatically revokes all cattier power s) of

attorney on file with the Internal Revenue Service for the same tax matters and years or periods covered by this document. if youdo not

want to revoke a prior power of attorney, check here........................

Y O U M U S T A T T A C H A C O P Y O F A N Y P O W E R O F A T T O R N E Y Y O U W A N T T O R E M A I N IN E F F E C T .

ignature of taxpayer s). If a tax matter concerns a joint return,

both

husband and wife must signif joint representation is requested,

otherwise, see the Instructions. If signed by a corporate officer, partner, guardian, tax matters partner, executor, receiver, administrator, or

trustee on behalf of the taxpayer. I ce rtify that I have the authority to execute this form on behalf of the taxpayer.

-

F N O T S I G D A D D T H I S P O W E R O F A T T O R N E Y W I LL BE R E T U R N E D .

President

Signature

ate

itle if applicable)

Michelle Rhea

0

GOD

Print Name

IN Number

Signature

Print Name

IN Number

SludentsFlrst Institute

Print name of taxpayer from line 1 if other than individual

Date

itle d applicable)

IflHlI eclaration

of Representative

Cautlopi:

Students with

a special order

to represent taxpayers In qual i f ied Low

Income

Taxpayer Clinics or the

Student Tax linic

Program levels

k and J,

see

the instructions

for Part II.

Under penalties of perjury, I declare that:

I am not currently under suspension or disbarment from practice before the Internal Revenue S ervice;

I am aware of regulations contained In Circular 230 (31 CFR , Part 10), as amend ed, concerning the practice of attorneys, certified public

accountants, enrolled agents, enrolled actuaries, and others;

I am authorized to represent the taxpayer(s) identified in Part I for the tax matter(s) specified there: and

I am one of the following:

Attorneya membe r in good standing of the bar of the highest court of the jurisdiction shown below.

b Certified Public Accountantduly

qualified to practice as a certified public accountant in the jurisdiction shown below.

c Enrolled Agentenrolled as an agent under the requirements of Circular 230.

d Officera bona tide officer of the taxpayer s organization.

o Full-Time Employeea full-time employee of the taxpayer.

I Family Member--a member of the taxpayer s immediate family (for example, spouse, parent, child, brother, or aiste4.

9 Enrolled Actuaryenrolled as an actuary by the Joint Board for the Enrollment of Actuaries under 29 U.S.C. 1242 (the authority to

practice before the Internal Revenue S ervice is limited by section 10.3(d) of Circular 230).

h Unwirolled Return P reparerthe authority to practice before the Internal Revenue S ervice is limited

by Circular 230, section

0

.7

(

c

)

ril

You must hav e prepared the return in question and the return must be under exam ination by the IRS. See U nonrolled

Return Prepa rer on page 1 of the Instructions.

k Student Attorney student who receives perm ission to practice before the IRS by virtue of their status as a law student under section

10.7(d) of Circular 230.

I Student CPAStudent who receives permission to practice before the IRS by virtue of their status as a CPA student under section

10.7(d) of Circular 230.

r Enrolled Retirement Plan A gentenrolled as a retirement plan agent und er the requirements of Circular 230 (the authority to practice

before the Internal Revenue Service is limited by section 10.3(e)).

' F THIS DECLARATION OF REPRESENTATIVE IS NOT SIGNED AND DATED THE POWER OF ATTORN EY WILL

BE RETURNED.

See the Part II Instructions.

Designation

insert Jurisdiction state) or

above letter ar

dentification

DC

Date

Fotm

848 (Rev. 6-2008)


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23

R e v . Ju n e 2 0 3 6 )

Department of the Treasury

Internal Revenue Service

Application for Recogn ition o f Exem ption

Under Section 501 c) 3) of the Internal Revenue Code

OMB No 1 5 4 5 - 0 0 5 6

Note: I f exempt status is

approved, th is

appl ica t ion w i l l be open

for oubl ic insDection.

Use the instructions to complete this application and for a definition of all bold items

For additional help, call IRS E xempt

Organizations Customer Account Services toll-free at 1-877-829-5500. Visit our website at www.irs.gov

for forms and

publications. If the required information and documents are not submitted with payment of the appropriate user fee, the

applicat ion m ay be returned to you.

Attach additional sheets to this application if you need m ore space to answer fully. Put your name and EIN on each sheet and

ident ify each answer by Part and l ine num ber. Complete Parts I - XI of Form 1023 and submit only those Schedules (A through

H) that apply to you.

Identification of Applicant

2

o

Name (if applicable)

4 E m p l o y e r I d e n t i fi c a t io n N u m b e r E I N )

27-3659685

5 M onth the annual accounting period ends (01 - 12)

07

b Phone:

02.654.6200

c Fax: (optional)

02.654.6211

I Full name of organization (exactly as it appears in your organ izing document)


3 Mailing address (Number and Street) (See instructions)

oom/Suite

406 7th St NW

nd Floor

City or town, state or country, and ZIP + 4

Washington, DC 20004

6 Primary contact (officer, directOr, trustee, or authorized representative

a Name:

Ezra W. Reese

7 Are you represented by an authorized representative, such as an attorney or accountant? If Yes,

lI

Yes

No

provide the authorized representat ive's name , and the nam e and a ddress of the authorized

representative's f irm. Include a completed Form 2848,

P o w e r o f A t to r n e y a n d D e c l a r a t io n o f

Representative, with your application if you would like us to communicate with your representative.

8 Was a person who is not one of your officers, directors, trustees, employees, or an authorized

YesNo

representative l isted in l ine 7, paid, or promised paym ent, to help plan, manage, or advise you about

the structure or activities of your organization, or about your financial or tax matters? If Yes,

provide the person s name, the name and address of the person s firm, the amounts paid or

promised to be paid, and describe that person s role.

9a Organization's website:

b Organization's email: (optional)

10 Certain organizations are not required to file an information return (Form 990 or Form 990-EZ). If you Yes

2

No

are granted tax-exemption, are you claiming to be excused from f i l ing Form 990 or Form 990-EZ? I f

Yes , explain. See the instructions for a description of organizations not required to file Form 990 or

Form 990-EZ.

11 Date incorporated if a corporation, or formed, if other than a corporation. (MMIDD/YYYY)

0 12

01 0

12

Were you formed under the laws of a

foreign country?

l YesNo

If Yes, state the country.

For Paperwork Reduction Act Notice, see page 24 of the instructions,

at.

No. 17133K

orm

1023

R e v . 6 - 2 0 0 6 )


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Form 1023 Rev. 6-2006)

ame:

StudentsFirst Initiative

IN

27- 3659685

age

2

iIThitI Organizational Structure

You m ust be a corporation (including a limited liability compa ny), an unincorporated association, or a trust to be tax exem pt.

(See instructions.)

DO NOT

file this form

unless you can check Yes on lines 1, 2, 3, or 4.

eyouaorporation? If "Yes," attach a copy of your articles of incorporation showing certification

E21

Ye s

o

of

filing with the appropriate state agency. Include copies of any am endments to yo ur articles and

be sure they also sho w state filing certification.

2 Are you a limited liability company (LLC)? If Yes," attach a copy of your articles of organization showing

0

es

o

certification of filing with the appropriate state agency. Also, if you ado pted an operating agree ment, attach

a copy. Include copies of any amendm ents to your articles and be sure they s how state filing certification.

Refer to the instructions for circumstances w hen an LL C shou ld not file its own exemption app lication.

3 Are you an

unincorporated association?

If Yes, attach a copy of your articles of association,

l

Ye s

21

No

constitution, or other similar organizing docum ent that is dated an d includes at least two signatures.

Include signed and dated copies of any amend ments.

4a Are you a

trust?

If Yes, attach a signed and dated copy of your trust agreement. Include signed

I

Ye s

21

No

and dated copies of any amendments.

b Have you been funded? If No, explain how you are formed without anything of value placed in trust.

es

No

5 Have you adopted bylaws? If "Yes," attach a current copy showing date of adoption. If "No," explain jj

Ye s

o

ow your officers, directors, or trustees are selected.

MRequired Provisions in Your Organizing Document

The following questions are designed to ensure that when you file this application, your organizing document contains the required provisions

to meet the organizational test under section

5 0 1 c ) 3 ) . Unless you can check the boxes in both lines 1 and 2 , your organizing document

does not meet the organizational test.

DO NOT

file this application until you have amended your organizing

document.

Submit your

original and amended organizing documents (showing state filing certification if you are a corporation or an LLC) with your application.

1 S ection 501 (c)(3) requires that your organizing documen t state your exempt purpose(s), such as charitable,

religious, educational, and/or scientific purposes. Check the box to confirm that your o rganizing document

meets this requirement. Describe specifically where your organizing docum ent meets this requirement, such as

a reference to a p articular article or section in your organizing document. Refer to the instructions for exemp t

purpose language. Location of Purpose Clause (Page, A rticle, and Paragraph): Page 1 , Art. 3

2a Section 501(c)(3) requ ires that upon dissolution of your organization, your remaining assets must be used exclusively

for exempt purposes, such as charitable, religious, educational, and/or scientific purposes. Check the box on line 2a to

confirm that your organizing document mee ts this requirement by express provision for the distribution of assets upon

dissolution. If you rely on state law for your dissolution provision, do not check the box on line 2 a and go to tine 2 c.

2b

If you checked the box on line 2 a, specify the location of your dissolution clause (Page, A rticle, and Pa ragraph).

Do not complete line 2c if you checked box 2a.

Page J,

Art.

b

2c See the instructions for information about the operation of state law in your particular state. Check this box if

you rely on operation of state law for your dissolution provision and indicate the state:

IIT1k 1 Narrative Description of Your Activities

Using an attachment, describe your past present

and

planned

activities in a narrative. If you believe that you have already provided some of

this information in response to other parts of this appliOation, you may summarize that information here and refer to the specific parts of the

application for supporting details. You may also attach representative copies of newsletters, brochures, or similar documents for supporting

details to this narrative. Remember that if this application is approved, it will, be open for public inspection. Therefore, your narrative

description of activities should be thorough and accurate. Refer to the instructions for information that must be included in your description.

Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees,

Employees, and Independent Contractors

l

List the names , titles, and mailing add resses of all of your officers, directors, and trustees. For eac h person listed, state their

total annual

compensation, or proposed com pensation, for all services to the organization, whether as an officer, employee, or

other position. Use actual figures, if available. Enter none if no compensa tion is or will be paid. If additional space is needed,

attach a separate sheet. R efer to the instructions for information on what to include as com pensation.

Name

Michelle Rhee

David Coleman

Ann-Margaret Michael

Jason Zimba

itl

President Director

Treasurer Director

Secretary

I

Director

Director

Mailing address

4 6 7th

St NW


I Union Square South,

E

New York, NY

10003

I

Union Square South,

1135 South Stream Road

ennington VT

05201

Compensation amount

annual actual or estimated)

125,000

0

0

0

Form 1 23 Rev. 6-2006)


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Form 1023 Rev. 6-2006)

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IN

27 3659685

age

3

Compensation and Other Financial Arrangements With Your Officers Directors Trustees

mp

yees

and Independent Contractors

Continued)

b List the names, titles, and mailing addresses of each of your five highest compensated employees who receive or will

receive compensation of m ore than $5 0,000 per year. Use the actual figure, if available. Refer to the instructions for

information on wha t to include as com pensation. Do not include officers, directors, or trustees listed in line 1 a.

Name

Dmitri Mehihorn

Mafara Hobson

Kathleen deLaski

Kate Gottfredson

Bridget Davis

itl

ailing address

Coo

06 7th St NW


Press Secretary

06 7th St NW

Washinato

n

-,

D

DC 20004

Editor in Chief

06 7th St NW


406 7th St NW

Vice President - Policy

ashington, DC 20004

406 7th St NW

Research Director

ashinaton. DC 20004

Compensation amount


$112,500

$135,000

$170,000

$93,750

$112,500

c List the names, names of businesses, and mailing addresses of your five highest compensated independent contractors

that receive or will receive compensation of more than $50,000 per year. Use the a ctual figure, if available. Refer to the

instructions for information on what to include as compensation.

Compensation amount

Name

itl

ailing address


Outside Counsel

Website Internet Services

Mass Media Consultants

700 13th St NW , Suite 600


406 7th Street NW

3rd Floor

Washington DC 20004

1818 N St. NW, Suite 450

Washinaton. DC 20036

Perkins Cole LLP

Blue State Digital

SKDKnickerbocker

$200,000

$288,000

$270,000

The following Yes or No questions relate to past, presen t, or

planned relationships, transactions, or agreem ents with your officers,

directors, trustees, highest compensated employees, and highest compensated independent contractors listed in lines la, 1b, and 1c.

aAre any of your officers, directors, or trustees related to each other through family or business

es

o

relationships? If Yes, identify the individuals and explain the relationship.

b Do you have a business relationship with any of your officers directors or trustees other than

es

o

through their position as an officer, director, or trustee? If Yes, identify the individuals and describe

the business relationship with each of yo ur officers, directors, or trustees.

c Are any of your officers, directors, or trustees related to your highest compensated employees or

es

Z

o

highest compensated independent contractors listed on lines lb or lc through family or business

relationships? If Yes, identify the individuals and explain the relationship.

3a For each of your officers, directors, trustees, highest compen sated employees, and highest

compensated independent contractors listed on lines

la ib

or ic, attach a list showing their name,

qualifications, average hours worked, and duties.

b Do any of your officers directors trustees highest compensated employees and highest

Z I

es

o

compensated independent contractors listed on lines la, lb, or ic receive compensation from any

other organizations, whether tax exempt or taxable, that are related to you through

common

control?

If Yes, identify the individuals, explain the relationship between you and the other

organization, and describe the compensation arrangement.

4 In establishing the compensation for your officers, directors, trustees, highest compensated

employees, and h ighest compensated indepen dent contractors listed on lines 1 a, 1b , and 1c, the

following practices are recommended, although they are not required to obtain exemption. Answer

Yes to all the practices you use.

a Do you or wil l the individuals that approve compensation arrangements follow a conflict of interest policy?

ZJ

es

o

b Do you or will you approve compensation arrangements in advance of paying compensation?

Z

es

o

c Do you or will you document in writing the date and terms of approved compensation arrangements?

es

o

Form

1023

Rev. 6-2006)


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Form 1023 Rev. 6-2006)

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EN

27 - 3659685

age 4

UTI

Compensation and Other Financial Arrangements With Your Officers Directors Trustees

Employees and Independent Contractors

Continued

d Do you or will you record in writing the decision made by each individual who decided or voted on

j

es

o

compensation arrangements?

e Do you or will you approve compensation arrangements based on information about compensation paid by

El1

Ye s

o

similarly situated taxable or tax-exempt organizations for similar services, current compensation surveys

compiled by independent firms, or actual written offers from similarly situated organizations? Refer to the

instructions for Pa rt V, l ines la, lb. and

ic,

for information on what to include as compensation.

f Do you or will you record in writing both the information on which you relied to base your decision

11

Ye s

o

and its source?

g If you answered No to any item on lines 4a through 4f, describe how you set compensation that is

reasonable for your off icers, directors, trustees, highest compensated employees, and highest

compensated independent contractors listed in Part V, lines

la, ib, and ic.

a

Have you adopted a

conflict of interest policy

consistent with the sample conflict of interest policy

es

o

in Appendix A to the instructions? If Yes, provide a copy of the policy and explain how the policy

has been adopted, such as by resolution of your governing board. If No, answer lines 5b and 5c.

b What procedures will you follow to assure that persons who have a conflict of interest will not have

influence over yo u for sett ing their own com pensation?

c What procedures will you follow to assure that persons who have a conflict of interest will not have

influence over you regarding business deals with themselves?

Note:

A conflict of interest policy is recommended though it is not required to obtain exemption.

Hospitals, see Schedule C, Section I, l ine 14.

6a Do you or will you com pensate any of your officers, directors, trustees, highest compensated employees,

es

J

N o

and highest compensated independent contractors listed in lines la, lb, or ic through

non-fixed

payments, such as discretionary bonuses or revenue-based payments? If Yes, describe all non-fixed

compensation arrangements, including-how the am ounts are determined, who is eligible for such

arrangements, whether you place a limitation on total compensation, and how you determine or w ill

determine that you pay no m ore than reasonable compensation for services. Refer to the instructions for

Part d lines la, lb, and ic, for information on w hat to include as com pensation.

b Do you or will you compensate any of your employees, other than your officers, directors, trustees,

es

Z

N o

or your f ive highest compensated emp loyees who receive or wi l l receive compensation of more than

$50,000 per year, through non -f ixed paym ents, such as discret ionary bonuses or revenue -based

payments? If Yes, describe al l non-f ixed compensation arrangements, including how the amounts

are or will be determined, who is or will be eligible for such arrangements, whether you place or will

place a limitation on total compensation, and how you determine or will determine that you pay no

more than reasonab le compe nsation for services. Refer to the instructions for Part V, lines 1 a, 1 b,

and lc, for information on what to include as compensation.

7a Do you or will you purchase any goods, services, or assets from any of your officers, directors,

es

Z

N o

t rustees, highest comp ensated emp loyees, or highest compensa ted independent contractors listed in

lines la, ib, or lc? If Yes, describe any such purchase that you made or intend to make, from

whom you make or will make such purchases, how the terms are or will be negotiated at arm's

length, and explain how you determine or will determine that you pay no more than fair market

value.

Attach copies of any written contracts or other agreements relating to such purchases.

b Do you or will you sell any goods, services, or assets to any of your officers, directors, trustees,

es

Z]

N o

highest compensa ted employees, or h ighest compensated independ ent contractors l isted in l ines 1 a,

ib, or ic? If Yes, describe any such sales that you made or intend to make, to whom you make or

will make such sales, how the terms are or will be negotiated at arm's length, and explain how you

determine or will determine you are or will be paid at least fair market value. Attach copies of any

written contracts or other agreements relating to such sales.

8a

Do you or will you have any leases, contracts, loans, or other agreements with your officers, directors,

es

ZI

No

t rustees, highest comp ensated em ployees, or highest compen sated independent contractors listed in

lines la, lb, or ic?

If Yes, provide the informa tion requested in l ines 8b through 8f.

b Describe any written or oral arrangements that you made or intend to make.

c Identify with whom you have or will have such arrangements.

d Explain how the terms are or will be negotiated at arm's length.

e Ex plain how you determine you pay no more than fair market value or you are paid at least fair market value.

f Attach copies of any signed leases, contracts, loans, or other agreements relating to such arrangements.

9a

Do you or wi l l you have any leases, contracts, loans, or other agreemen ts with any organizat ion in

21

Ye s

o

which any of your officers, directors, or trustees are also officers, directors, or trustees, or in which

any individual officer, director, or trustee owns more than a 35% interest? If Yes, provide the

information requested in l ines 9b through 9f.

Form

1023

Rev. 6-2006)


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I1ThI 1 Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees,

Employees and Independent Contractors

Continued)

b Describe any written or oral arrangements you made or intend to make.

c Identify with whom you have or will have such arrangements.

d Explain how the terms are or will be negotiated at arm's length.

e Explain how you determine or will determine you pay no more than fair market value or that you are

paid at least fair market value.

f Attach a copy of any signed leases, con tracts, loans, or other agreements relating to such arrangements.

ITh dI Your Members and Other Individuals and Organizations That Receive Benefits From You

The following Yes or No questions relate to goods, services, and funds you provide to individuals and organizations as part

of your activities. Your answers should pertain to

past present

and

planned

activit ies. (See instructions.)

I In carrying out your exempt purposes, do you provide goods, services, or funds to individuals? If

Yes

1No

Yes, describe each program that provides goods, services, or funds to individuals.

b In carrying out your exempt purposes, do you provide goods, services, or funds to organizations? If

Yes

No

Yes, describe each program that provides goods, services, or funds to organizations.

2 Do any of your programs limit the provision of goods, services, or funds to a specific individual or

Yes

lI

No

group of specific individuals? For example, answer Yes, if goods, services, or funds are provided

only for a particular individual, your members, individuals who work for a particular employer, or

graduates of a particular school. If Yes, explain the limitation and how recipients are selected for

each program.

3 Do any individuals who receive goods, services, or funds through your programs have a family or

Yes

1

No

business relationship with any officer, director, trustee, or with any of your highest compensated

employees or highest compensated independent contractors listed in Part V, lines la, ib, and

ic? If

Yes, explain how these related individuals are eligible for goods, services, or funds.

IFJI 1lI Your History

The following Yes or No questions relate to your history. (See instructions.)

1 Are you a

successor

to another organization? Answer Yes, if you have taken or will take over the

Yes

21

No

activities of another organization; you took over 25% or more of the fair market value of the net

assets of another organization; or you were established upon the co nversion of an organ ization from

for-profit to non-profit status. If Yes, complete Schedule G.

2 Are you submitting this application more than 27 months after the end of the month in which you

Yes

2

No

were legally formed? If Yes, complete Schedule E.

ITh 4llI Your

Specific Activities

The following Yes or No questions relate to specific activities that you may conduct. Check the appropriate box. Your

answers shou ld pertain to

past present

and planned

activit ies. (See instructions.)

I Do you support or oppose candidates in

political campaigns

in any way? If Yes, explain.

Yes

2 1

No

2a Do you attempt to influence

legislation

If Yes, explain how you attempt to influence legislation

2 1

Yes

I

No

and complete line 2b. If No go to line 3a.

b Have you made or are you making an election to have your legislative activities measured by

Yes

21 No

expenditures by filing Form 5768? If Yes, attach a copy of the Form 5768 that was already filed or

attach a completed Form 5768 that you are filing with this application. If No, describe whether your

attempts to influence legislation are a substantial part of your activities. Include the time and money

spent on your attempts to influence legislation as compared to your total activities.

3a Do you or will you operate bingo or

gaming

activities? If Yes, describe who conducts them, and

Yes

21

No

list all revenue received or expected to be received and expenses paid or expected to be paid in

operating the se activities.

Revenue and expenses

should be provided for the time periods specified

in Part IX, Financial Data.

b Do you or will you enter into contracts or other agreements with individuals or organizations to

Yes

2

No

conduct bingo or gaming for you? If Yes, describe any written or oral arrangements that you made

or intend to make, identify with whom you have or will have such arrangements, explain how the

terms are or will be negotiated at arm's length, and explain how you determine or will determine you

pay no more than fair market value or you will be paid at least fair market value. Attach copies or

any written contracts or other agreements relating to such arrangements.

c List the states and local jurisdictions, including Indian Reservations, in which you conduct or will

conduct gaming or bingo.

Form

1023

Rev. 6-2006)


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3659685

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ITh AllI Your Specific Activities

Continued)

4a Do you or will you undertake fundraising? If Yes, check all the fundraising programs you do or will

121

Ye s

l

No

conduct. (See instructions.)

2

mail solicitations

J

2

email solicitations

2

personal solicitations

ehicle, boat, plane, or similar donations

2

foundation gran t solicitations

Attach a description of each fundraising program.

phone so licitations

accept donations on your website

receive donations from ano ther organization's website

government grant solicitations

Other

b Do you or will you have written or oral contracts with any individuals or organizations to raise funds

es

2

No

for you? If Yes, describe these activities. Include all revenue and expenses from these activities

and state who conducts them. Revenue and expenses should be provided for the time periods

specified in Part IX, Financial Data. Also, attach a copy o f any contracts or agreem ents.

c Do you or will you engage in fundraising activities for other organizations? If Yes, describe these

es

2

No

arrangements. Include a description of the organizations for which you raise funds and attach copies

of all contracts or agreements.

d List all states andlocal jurisdictions in which you conduct fundraising. For each state or local

jurisdiction listed, specify whether you fundraise for your ow n organization, you fundraise for ano ther

organization, or another organization fundraises for you.

e Do you or will you maintain separate accounts for any contributor under which the contributor has

es

2

No

the right to advise on the use or distribution of funds? Answer Yes if the donor may provide advice

on the types of investments, distributions from the types of investments, or the distribution from the

donor's contribution account. If Yes, describe this program, including the type of advice that may

be provided and submit copies of any written materials provided to donors.

5 Are you affiliated with a governmental unit? If Yes, explain.

es

Ll

No

6a

Do you or will you engage in

economic development? If Yes, describe your program.

es

2

No

b Describe in full who benefits from your economic development activities and how the activities

promote exempt purposes.

7a Do or will persons other than your employees or volunteers

develop

your facilities? If Yes, describe

es

LI

No

each facility, the role of the developer, and any business or family relationship(s) between the

developer and yo ur officers, directors, or trustees.

b Do or will persons other than your employees or volunteers

manage your activities or facilities? If

es

LI

No

Yes, describe each activity and facility, the role of the manager, and any business or family

relationship(s) between the m anager and your officers, directors, or trustees.

c If there is a business or family relationship between any manager or developer and your officers,

directors, or trustees, identify the individuals, explain the relationship, describe how contracts are

negotiated at arm's length so that you pay no more than fair market value, and submit a copy of any

contracts or other agreements.

El

Yes No

Do you or will you enter into joint ventures, including partnerships or limited liability com panies

treated as partnerships, in which you share profits and losses with partners other than section

501 (c)(3) organizations? If Yes, describe the activities of these joint ventures in which you

participate.

9a

Are you applying for exemption as a childcare organization under section 501(k)? If Yes, answer

lines 9b through 9d. If No, go to line 10.

b Do you provide child care so that parents or caretakers of children you care for can be gainfully

employed (see instructions)? If No, explain how you qualify as a childcare organization described

in section 501(k).

c Of the children for whom you provide child care, are 85% or more of them cared for by you to

enable their parents or caretakers to be gainfully employed (see instructions)? If No, explain how

you qualify as a childcare organization described in section 501 (k).

d Are your services available to the general public? If No, describe the specific group of people for

whom your activities are available. Also, see the instructions and explain how yo u qualify as a

childcare organization described in section 501(k).

Yes

o

Yes

El

No

El

Yes

l

No

El

YesDNo

10 Do you or will you publish, own, or have rights in music, literature, tapes, artworks, choreography,

l

Yes

21

No

scientific discoveries, or other intellectual property? If Yes, explain. Describe who owns or will

own an y copyrights, patents, or trademarks, wh ether fees are or will be charged, how the fees are

determined, and how any items are or will be produced, distributed, and marketed.

Form

1023

Rev. 6-2006)


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1flTh 1ll1 Your Specific Activities

Continued

11 Do you or wil l you accept contributions of: real property; conservation easements; closely held

es

ZNo

securities; intellectual property such as patents, trademarks, and copyrights; works of m usic or art;

l icenses; royalties; automobiles, boats, planes, or other vehicles; or collectibles of any type? If Yes,'

describe each type of contribution, any conditions imposed by the donor on the contribution, and

any agreeme nts with the donor regarding the contribution.

12a Do you or will you operate in a

foreign country

or countries? If Yes, answer lines 12b through

es

21

No

12d. If No, go to line 13a.

b Name the foreign countries and regions within the countries in which you operate.

c Describe your operations in each country and region in which you operate.

d Describe how your operations in each country and region further your exempt purposes.

13a Do you or will you make grants, loans, or other distributions to organization(s)? If Yes, answer lines

121

Yes

o

13b through 13g. If No, go to line 14a.

b Describe ho w your grants, loans, or other distributions to organizations further your exempt purposes.

c Do you have written contracts with each of these organizations? If Yes, attach a copy of each contract.

es

2 No

d Identify each recipient organization and any relationship between you and the recipient organization.

e Describe the records you keep with respect to the grants, loans, or other distributions you make.

f Describe your selection process, including whether you do any of the following:

(j) Do you require an application form? If Yes, attach a copy of the form.

I

Yes

21 No

(ii) Do you require a grant proposal? If Yes, describe whether the grant proposal specifies your

21

Yes

o

responsibilities and those of the grantee, obligates the grantee to use the grant funds only for the

purposes for which the grant was made, provides for periodic written reports concerning the use

of grant funds, requires a final written report and an accounting of how grant funds were used,

and acknowledges you r authority to withhold and/or recover grant funds in case such funds are,

or appear to be, misused.

g Describe your procedures for oversight of distributions that assure you the resources are used to

further your exem pt purposes, including whether you require periodic and final reports on the use of

resoUrces.

14a Do you or will you make grants, loans, or other distributions to foreign organizations? If Yes,

es

21

No

answer lines 14b through 14f. If No, go to line 15.

b Provide the name of each foreign organization, the country and regions within a country in which

each foreign organization operates, and de scribe any relationship you have with each foreign

organization.

c Does any foreign organization listed in line 14b accept contributions earmarked for a specific country

L

Yes

No

or specific organization? If Yes, list all earmarked organizations or countries.

d Do your contributors know that you have ultimate authority to use contributions made to you at your

es

No

discretion for purposes consistent with your exempt purposes? If Yes, describe how you relay this

information to con tributors.

e Do you or will you make pre-grant inquiries about the recipient organization? If Yes, describe these

es

o

inquiries, including whether you inquire about the recipient's financial status, its tax-exem pt status

under the Internal Revenue Code, its ability to accomp lish the purpose for which the resources are

provided, and other relevant information.

I Do you or will you use any additional procedures to ensure that your distributions to foreign

Ye s

No

organizations are used in furtherance of your exempt purposes? If Yes, describe these procedures,

including site visits by your employees or compliance checks by impartial experts, to verify that grant

funds are being u sed appropriately.

Form

1023

Rev. 6-2006)


13/44

e. . 4...e..

:e;...i;.

yfltflrfle

16 Are you applying for exemption as a

cooperative hospital service organization

under section

Yes

No

501(e)? If Y es, explain.


cooperative service organization of operating

educational

Yes

ZI

No

organizations

under section 501(0? If Yes. exolain.


charitable risk pool

under section 501

o

19 Do you or will you operate a

school?

I f Yes, complete Schedule B. Answer Yes, whether you

Yes

J

No

operate a school as your main funct ion or as a secondary act ivity.

20 Is your main function to provide

hospital

or medical care? If Yes, complete Schedule C.

Yes

ZI No

21 Do you or will you provide low-income housing or housing for the

elderly or handicapped?

If

Yes

ZI

No

Yes, complete Schedule F.

22 Do you or will you provide scholarships, fellowships, educational loans, or other educational grants to 0

Yes

ZI

No

individuals, including grants for travel, study, or other similar purpos es? If Yes, com plete

Schedule H.

Note: P rivate

foundations may use Schedule H to request advance approval of individual grant

procedures.

Form

1023

Rev. 6-2006)


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IN:

27 - 3659685

a g e

9

IThIEI Financial Data

Fo r purposes o f this schedule, yea rs in ex is tence re fer to com pleted tax yea rs . I f in ex is tence 4 o r m ore yea rs , com plete the

schedule fo r the m ost recent 4 tax yea rs . I f in ex is tence m ore than 1 yea r but less than 4 yea rs , com plete the s ta tem ents for

ea ch yea r in ex is tence a nd prov ide p ro ject ions of your l ike ly reve nues and expenses based o n a rea sonable and goo d fa ith

est im ate o f your future f inances for a to ta l o f 3 yea rs o f f inancia l in form at ion. If in ex is tence less than 1 yea r , p ro v ide p ro jections

of your l ike ly reve nues and expenses for the current yea r and the 2 fo l lowing yea rs , based on a re asonable and go od fa i th

estim ate o f your future f inances for a tota l of 3 yea rs of financial infor m ation. Se e instructions.)

A. Statement of Revenues and Expenses

Type of revenue or expense

urrent tax year

prior tax years or 2 succeeding tax years

a ) F r o m

L41?

b) From

c ) F r om .

d ) F rom - - - - - - - - - - - - e ) Prov id e T o ta l fo r

To .. ?P i..

o

Pi

o

o

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

a

through d)

1 Gifts, grants, and

cont r ibutions receive d do not

include unusual grants)

3 Gross investment income

4 Net unrelated business

income

5 Taxes levied for your benefit

6 Value of services or facilities

furnished by a gov ernm enta l

unit without charge not

including the va lue of serv ices

gene ral ly furnished to the

publ ic without charge )

7 Any revenue not otherwise

l is ted a bove or in lines 9-12

below attach an i tem ized l ist )

8 Total of lines 1 through 7

9 Gro ss receip ts f rom adm iss ions,

m erchandise sold or serv ices

perform ed, or furnishing of

facilit ies in a ny a ctivity that is

re la ted to your exem pt

purpose s attach item ized list)

10 Total of lines 8 and 9

11 Net gain or loss on sale of

capital asse ts attach

schedule a nd see instruct ions)

13 Total Revenue

dd lines 1 0 through 1 2

14 Fundraising expenses

15 Contributions, gifts, grants,

and s im i la r a m ounts pa id out

attach a n item ized l ist)

16 Disbursements to or for the

benef i t o f m em bers a t tach an

i tem ized l ist)

17 Compensation of officers,

directors, and trustees

F.

18 Other salaries and wages

CL

19 Interest expense

20 Occupancy rent, utilities, etc.)

21 Depreciation and depletion

22 Professional fees

23

Any expense not otherwise

classif ied, such as pr ogra m

serv ices attach i tem ized l ist )

24 Total Expenses

Add l ines 14 throuah 23

5,000,000

0 0 , 0 0 0 , 0 0 0

0

0

O l

1

0 1

1

0 0 0

5 .0 0 0 .0 0 0

0 0

0 0

0

0 0 0

5,000,000

0 0

0

0

0 0 0

5,000,000

0 0

0

0 , 0 0 0 , 0 0 000,0 000

0

2 5 , 0 0 0

0 1

.004.4531

0.0

78

1 6 0 , 0 0 0

40,000

0 0

0

788,000

53,000

1 7

1,565,816

,639,996

7

0,292,9060,862,449

1 7

F o r m

1023 Rev. 6-2006)


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27 - 3659685

age

10

Financial Data

B. Balance Sheet

r most

ax

Assets

ash

2

ccouns recevabe ne .........................

3

nvenoes

Bonds and notes receivable attach an itemized list) ................

5

orporate stocks (attach an itemized list)

6

oans recevabe attach an itemzed list) ....................

7

her investments attach an itemzed list) ...................

8

Depreciable and depletable assets attach an itemzed list) ..............

9

and

10

her assets attach an itemzed list) .....................

11

ota Assets add lines 1 through 10) .................

Liabilities

2

Accounts payable

13

ontributions, gfts, grants, etc. payabe .....................

14

Mortgages and notes payable (attach an itemized list)

15 Other liabilities (attach an itemized list)

16

otal Liabilities (add lines 12 through 15)

Fund Balances or Net Assets

17Tota fund baances or net assets ......................

18

otal Liabilities and Fund Balances or Net Assets (add lines 16 and 17) .....

9

Have there been any substantial changes in your assets or liabilities since the end of the period

shown above? If Yes, explain.

I 4 Public

Charity Status

Year End

2011

(Whole dollars)

1,305,476

0

0

0

0

0

0

0

0

0

,305,476

0

0

0

1,305,4760

1,305,4760

DYes2

No

Part X is, designed to classify you as an organization that is either a

private foundation

or a public charity. Public charity status

is a more favorable tax status than private foundation status. If you are a private foundation, Part X is designed to further

determine whether you are a

private operating foundation.

(See instructions.)

la

Are you a private foundation? If Yes, go to line lb. If No, go to line 5 and proceed as instructed.

I

Yes

7

No

If you are unsure, see the instructions.

b As a private foundation, section 50 8(e) requ ires special provisions in your organizing docum ent in

addition to those that apply to all organizations described in section 501 (c)(3). Check the box to

confirm that your organizing document meets this requirement, whether by express provision or by

reliance on operation of state law. Attach a statement that describes specifically where your

organizing document m eets this requirement, such as a reference to a particular article or section in

your organizing docume nt or by operation of state law. S ee the instructions, including Appendix B,

for information about the special provisions that need to be contained in your organ izing document.

Go to line 2.

2 Are you a private operating foundation? To be a private operating foundation you must engage

es

No

directly in the active conduct of charitable, religious, educational, and similar activities, as opposed

to indirectly carrying out these activities by providing grants to individuals or other organizations. If

Yes, go to line 3. If No, go to the signature section of Part Xl.

3 Have you existed for one or more years? If Yes, attach financial information showing that you are a private

es

No

operating foundation; go to the signature section of Part A. If No, continue to line 4.

4 Have you attached either (1) an affidavit or opinion of counsel, (including a written affidavit or opinion

es

o

from a certified public accountant or accounting firm with expertise regarding this tax law matter),

that sets forth facts concerning your operations and support to demonstrate that you are likely to

satisfy the requirements to be classified as a private operating foundation; or (2) a statement

describing your proposed ope rations as a private operating foundation?

5 If you answered No to line 1 a, indicate the type of public charity status you are requesting by checking one of the choices below.

You may check only one box.

The organization is not a private foundation because it is:

a 509(a)(1) and 1 70(b)(l)(A)O)a church or a convention or association of churches. Complete and attach Schedule A.

b 509(a)(1) and 170(b)(1)(A)ii)a

school.

Complete and attach Schedule B.

c 509(a)(1) and 170(b)(1)(A)(iii)a

hospital

a cooperative hospital service organization, or a m edical research

organization operated in conjunction with a hospital. Complete and attach S chedule C.

ci 509 (a)(3) an organization supporting either one or m ore organizations described in line 5a through c, f, g, or h

or a publicly supported section 501 (c)(4), (5), or (6) organization. Complete and attach Sche dule D.

Form

1023

Rev. 6.2006)


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Form 1023 Rev. 6-2006)

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27 -3659685

age 11

7 M

ublic Charity Status

Continued

e 509(a)(4) an organization organized and op erated exclusively for testing for public safety.

operated by a governm ental unit.

g 509(a)(1) and 1 70(b)(1)(A)(vi)an organization that receives a substantial part of its financial support in the form

of contributions from publicly supported organizations, from a governmental unit, or from the general public.

h 509(a)(2) an organization that normally receives not mo re than one-third of its financial support from gross

investment income and receives more than one-third of its financial support from contributions, membership

fees, and gross receipts from activities related to its exem pt functions (subject to certain exceptions).

i A publicly supported organization, but unsure if it is described in 5g or 5h. The organization would like the IRS to

0

decide the correct status.

6 If y hecked box

g, h, or i in question 5 above, you must request either an d v

hd

or

a definitive ruling by

sole

ne of the boxes below. Refer to the instructions to determine which typuling you are eligible to

ve.

a eque

dvance Ruling

By checking this box and signing the consent,uant to section 65

4) of

the Code

quest an advance ruling and agree to extend the statute of lins on the asse

t of

excise tax

ection 4940 of the Code. The tax will apply only if you do ntablish public

t status

at the end of

year advance ruling period. The assessment period will bended forth

vance ruling

years to 8 year

nths, and 15 days beyond the end of the first year. Yoe the righ

fuse or limit

the extension to

lly agreed-upon period of time or issue(s). Publicatio5, Exte

the Tax

Assessment Period,

des a more detailed explanation of your rights and tnse

s of the choices

you make. You may o

ublication 1035 free of charge from the IRS webt

irs.gov or by calling

toll-free 1-800-829-3676 .

ng this consent will not deprive you of any appto which you would

otherwise be entitled. If yo

not to extend the statute of limitations, yoot eligible for an advance

ruling.

e

internal Re

For Organization

Signature of Officer. Director, Trustee, or other

rint name of signer)

Date

authorized official)

For IRS Use Only

IRS Director, Exempt Organizations

Date

b Request for efinitive Ru

heck this box if you have completed one tax yet least 8 full months and

you are requesting a de

ruling. To confirm your public support status, answe

b(i) if you checked box

g in line 5 above. Ans

e 6b(iQ if you checked box h in line 5 above. If you check

x i in line 5 above,

answer both lines 6d (ii).

(i) (a) Enter 2

e 8, column (e) on Part IX-A. Statement of R evenues and Expenses.

(b) Attac

showing the name and amount contributed by each person, company, or

zation whose

0

gift

led more than the 2% amoUnt. If the answer is None, check this box.

(ii) (a) F

ch year amounts are included on lines 1, 2, and 9 of Part IX-A. Statement of RevenueLlillft

penses, attach a list showing the name of and amount received from each disqualified

pers

he

answer is None, check this box.

0

0

No

(b) For each year amo unts are included on line 9 of Part IX-A. Statemen t of Revenues and Expense s,

a list showing the name of and amount received from each payer, other than a disqualified person,

payments were m ore than the larger of (1) 1% of line 10, Part IX-A. Statement of Revenue s and

Expenses, or (2) $5,000. If the answer is None, check this box.

7 Did you receive any unusual grants during any of the years shown on Part IX-A. Statement of

Yes

Revenue s and Expenses? If Yes, attach a list including the name of the contributor, the date and

amount of the grant, a brief description of the grant, and explain why it is unusual.

Form

1023

Rev. 6-2006)


17/44

Form 1023 (Rev. 6-2006)

ame:

Studen tsFl rst In i t ia t ive

IN:

27 3659685

age

1 2

IIJp4I User Fee Information

You m ust include

a user fee

paymen t wi th this appl icat ion. I t wi l l not be processe d without your paid user fee.

If your average

annual grass receipts have exceeded or w i ll exceed $10,000 annual ly over a 4-year period, you m ust submit payme nt of $750. If

your gross receipts have not exceeded or wi l l not exceed $10,000 annual ly over a 4-year period, the required user fee paym ent

is $300. See instruct ions for Part XI, for a def ini t ion of gross rece ipts over a 4-year period. Your check or m oney order m ust be

made payable to the United States Treasury. User fees are

subject to change. Check our websi te at w'w.irs.gov and type User

Fee in the keyword box, or ca// Customer Acc ount SeMce s at 1-877-829-5500 for

current information.

1 Have your annu al gross receipts averaged or are they expected to average not more than $1 0,0007

s

No

If Yes, check the box on line 2 and enclose a user lee payme nt of $300 (Subject to changesee above).

If No. check the box on l ine 3 and enclose a user tee

oavm ent of $750 iSubiect to chanae seeabove .

2 Check the box i t you have enclosed the

3 Check the box If you have enclosed the

I

declare under the penaitlea of piijoy that I

e

application. tnchdbg the

e000mp nYIng ne5uIesj

Pease heeRhea

1 L.

r

f Of f Icer , 0recto. Truslee . or otherType

Or

pdnt name

r

signal

Date)

author ized o f f icla

resident

(Type or

P1w

t i tle or authoihy o f signer)

Re m i n d e r :

Send the co m pleted Form 1023 Checklist with your f i l led- in-applicat ion.

flfl

1023

(Rev. 6-2006)

thia appIloaUc

n b eh a l f o f th e ab o ve o rg an iza l fon an d th a t I h ave exam ined T h u

p

dto the beat of my knowledge It Is iwo, correct, and complete.


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STUDENTSFIRST INSTITUTE

CONFLICT OF INTEREST POLICY

A

Purpose

The pu rpose of the co nflict of interest policy is to protect the interest of the

Corporation when it is contemplating entering into a transaction or arrangem ent that

might benefit the private interest of an officer or director of the Corporation or m ight

result in a possible excess benefit transaction. This policy is intended to supplement

but not replace any applicable state and federal laws governing conflict of interest

applicable to nonprofit and charitable organizations.

B

Definitions

Interested Person

Any director principal officer or member of a comm ittee with governing

board delegated powers who has a direct or indirect financial interest as defined

below is an interested person.

2

Financial Interest

A person has a financial interest if the person has directly or indirectly

through business investment or family:

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An ow nership or investment interest in any entity with which the

Corporation has a transaction or arrangement

b

A compensation arrangement with the Corporation or with any entity

or individual with which the Corporation has a transaction or

arrangement or

potential ownership or investment interest in or compensation

arrangem ent with any entity or individual with which the Corporation

is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or

favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under procedures

outlined below a person who has a financial interest may have a conflict of interest

only if the appropriate governing board or committee decides that a conflict of interest

exists

C

rocedures

Duty to D isclose

In connection with any actual or possible conflict of interest an interested

person must disclose the existence of the financial interest and be given the

opportunity to disclose all material facts to the directors and members of committees

with governing board delegated powers considering the proposed transaction or

arrangement.

2 Determining Whe ther a C onflict of Interest Exists

After disclosure of the financial interest and all material facts and after any

discussion with the interested person he/she shall leave the governing board or

committee meeting while the determination of a conflict of interest is discussed and

voted upon. The remaining board or committee members shall decide if a conflict of

interest exists.

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3

rocedures for A ddressing the Conflict of Interest

a

An interested person may m ake a presentation at the governing board

or com mittee meeting, but after the presentation, he/she shall leave the

meeting during the discussion of, and the vote on, the transaction or

arrangem ent involving the possible conflict of interest.

b

The chairperson of the governing board or com mittee shall, if

appropriate, appoint a disinterested person or comm ittee to investigate

alternatives to the proposed transaction or arrangement.

C

fter exercising due diligence, the governing board o r comm ittee shall

determine w hether the Corporation can obtain with reasonable efforts a

more adva ntageous transaction or arrangement from a p erson or entity

that would n ot give rise to a conflict of interest.

d.

f a more advantageou s transaction or arrangement is not reasonably

possible under circumstances no t producing a co nflict of interest, the

governing board or com mittee shall determine by a majority vote of

the disinterested directors whether the transaction or arrangement is in

the Corpo ration s best interest, for its own benefit, and w hether it is

fair and reasonable. In conformity with the above determination, it

shall make its decision as to whether to enter into the transaction or

arrangement.

D

iolations of the Conflicts of Interest Policy

If the governing board or comm ittee has reasonable cause to believe a membe r

has failed to disclose actual or possible conflicts of interest, it shall inform the

mem ber of the basis for such belief and afford the mem ber an opportunity to

explain the alleged failure to disclose.

2 If, after hearing the mem ber s response and after m aking further investigation

as warranted by the circumstances, the governing board or com mittee

determines the m ember h as failed to disclose an actual or possible conflict of

interest, it shall take appropriate disciplinary and co rrective action.

E

ecords of Proceedings

The minutes of the governing board and all committees with board delegated

powers shall contain:

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1.

The nam es of the persons who disclosed or otherwise were found to have a

financial interest in connection w ith an actual or possible conflict of interest,

the nature of the financial interest, any action taken to determ ine whether a

conflict of interest was presen t, and the governing b oard s or comm ittee s

decision as to whether a conflict of interest in fact existed.

2. The nam es of the persons who w ere present for discussions and votes relating

to the transaction or arrangem ent, the content of the d iscussion, including any

alternatives to the proposed transaction or arrangement, and a record of any

votes taken in connection with the proceedings.

F ompensation

1.

A voting member of the governing board who receives compensation, directly

or indirectly, from the Corporation for services is precluded from voting on

matters pertaining to that mem ber s compensation.

2. A voting member of any committee whose jurisdiction includes compensation

matters and w ho receives comp ensation, directly or indirectly, from the

Corporation for services is precluded from voting on matters pertaining to that

mem ber s compensation.

No voting mem ber of the governing board or any comm ittee whose

jurisdiction includes compensation matters and w ho receives compensation,

directly or indirectly, from the Corporation, either individually or collectively,

is prohibited from prov iding information to any comm ittee regarding

compensation.

G

nnual Statements

Each director principal officer and member of a committee with governing

board delegated powers shall annually sign a statement which affirms such person:

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Has received a copy of the conflicts of interest policy,

2

Has read and understands the policy,

3

Has agreed to com ply with the policy, and

4

Understands the Co rporation is charitable and in order to m aintain its federal

tax exemption it must engage primarily in activities which ac complish one or

more of its tax-exempt purposes.

H

eriodic Reviews

To ensure the Corporation operates in a manner consistent with charitable

purposes and does not engage in activities that could jeopardize its tax-exempt status

periodic reviews shall be conducted. The periodic reviews shall at a minimum

include the following subjects:

Whether com pensation arrangements and benefits are reasonable, based on

competent survey information and the result of arm s length bargaining.

2 Whether partnerships, joint ventures, and arrangements with managemen t

organizations con form to the Co rporation s w ritten po licies, are p roperly

recorded, reflect reasonable investment or pay ments for goods and services,

further charitable purposes and do not result in inurement, impermissible

private benefit or in an excess benefit transaction.

I

se of Outside Experts

When conducting the periodic reviews as provided for in this policy the

Corporation may but need not use outside advisors. If outside experts are used their

use shall not relieve the governing board of its responsibility for ensuring periodic

reviews are conducted.

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Form 1023 A ttachments

EN 27 3659685

Form 1023 Attachments

Part IV: Narrative Description of A ctivities

StudentsFirst Institute (SF1) is com mitted to researching and dev eloping model policies that

protect the interests of children in Am erican public education through transformative edu cation

reform. Identifying and rewarding excellent teachers, giving new er teachers the necessary

training, educating governm ental and school officials as to the m ost effective use of public

dollars for implementing education reform, and improving or rem oving ineffective educators in

an expeditious manner while respecting due process are just a few of the necessary comp onents

that comprise our recom mendations. Every fam ily deserves a choice of excellent schools to

attend; getting into a great schoo l should be a right of every child, and should never fall to

chance. A ll of our citizens need to understand that our schools are not only an anchor for our

comm unities, but an absolute gatew ay to our national prosperity and com petitive standing in the

world economy.

1

ntroduction

The crisis in Ame rican education is unam biguous. The United States spends 600 billion every

year on our pub lic schools, which ed ucate nearly 90% of the country's children, but we are no t

getting results. Schools in the U.S. fail to create social m obility: on av erage, students' life

outcom es are still determined too m uch by their parents' backgrounds. W e also lag other

countries: of 30 the industrialized countries regularly surveyed, U.S. schools rank near the

bottom and are not getting better. This translates into an econom ic loss of over 2 trillion per

year, and the p roblem is getting worse as other countries get better.

Wh ether we are a just and prosperous society in 20-30 years depends upon w hether we have the

courage and conviction necessary to make radical changes today. We know that specific reforms

that can turn around our schoo ls. That is clear from the experience of other coun tries, which

have turned aroun d their schools. The evidence here in the US prove s that great teachers,

emp owe red parents, and respon sible leadership can d eliver great results for all children. W e also

know that the time is ripe for change. The grou ndw ork has been laid by the efforts of teachers,

parents, and reformers all over the country. Man y great organizations are pushing to turn around

our schools, and there's a national demand for change.

SF1 w ill be a national, comprehensive, and uncomprom ising national moveme nt to build upon,

connect, and accelerate reforms that defend the interests of Ame rica's students. Specifically, the

organization w ill articulate a gold standard for education reform, based on the best evidence as to

what works in teacher professionalism, student choice, and system-wide accountability. We will

provide tools and services to local leaders who w ant to implement local change an d we will build

a membership movement with a national voice. We will deploy resources to defend students'

interests with litigation, mobilization, and advocacy.

SFI's organizational culture flows from a refusal to comprom ise on our com mitment to students.

We operate in a fast-paced environment with minimal overhead. We expect all of our

professionals to thrive in conditions of uncertainty, frequent feedback, and rapid chan ge. W e

focus on acc ountability for results, and therefore expect an o rientation tow ard action. Our

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Form 1023 Attachments

BIN 27-3

659685

national scale requires us to work virtually and with diverse partners, but our shared m ission

builds deep loyalty and sense of team.

2

rojects

Think Tank for E ducational Reform

SF1 w ill be organized and operated to generate ideas and educate the public. W e anticipate that

this will cover as much as

25

of our ongoing em ployee costs. This includes time and m oney

spent to:

. Review and dev elop cutting-edge research w ith respect to education reform.

Coordinate with other education reform groups to discuss comm on areas of strategy and

platforms on w hich to base broad policy initiatives.

Develop an overall policy agenda reflecting the best practices for education reform.

Educate the public about education reform issues through online explainer content such

as motion graphics, video clips, and blogs, andalso through general grassroots organizing

and outreach provided that the ou treach does not, in substantial part, qualify as legislative

lobbying.

Responding to written requests for information and assistance from legislative

committees.

Establish com munication lines with leading experts in education reform to ensure SF 1 has

the most up-to-date information on new models of education reform.

b

Training

Grants

SF1 w ill work with foundations and other donors to provide grants to support the

professionalization of teaching, typically in the form of g rants that would be tied to specific

contractual changes that would move toward merit-based evaluation and retention systems.

Generally, school districts have set budgets based on the contracts w ith the teachers unions.

Therefore, in m any instances they are unable to provide ad ditional incentives such as m erit-based

pay increases.

SF1 also envisions providing grants to public school districts to provide merit-based incentives or

other reforms that positively impact children's education. The grants will be available to school

districts and/or states that have implemented substantial education reform m easures of which just

one compon ent is merit-based incentives, with a structure and goal similar to the Race to the

Top federal grants, except with students even more of a top priority.

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EIN 27-3659685

Litigation

SF1 m ay sponsor or a id litigation to defend c ivil rights in the field of educa tion. SF1 will only

engage in litigation where the litigation will have a substan tial impact beyond the interest of the

litigants. SF1 will not engage in litigation when the primary sou rce of financial support of the

organization is from the persons being represented, or under circumstances where a donor may

claim, directly or indirectly, a charitable deduc tion for the cost of litigation that serves the

donor's private benefit.

Total expenditures on litigation support w ill likely be low as we ex pect pro

ono

support from

law firms and other partnerships on these efforts. SF1 may also file amicus curiae briefs where

appropriate.

b.

Public Awareness

SF1 will strive to ensure that education reform is in the public eye and the p ublic's

consciousness. SF1 understands the need to have a sophisticated marketing and public relations

plan and team in place to most effectively convey the critical nature of education reform in this

country. Current issues such as ( Last in, First out ) LIFO are critically important and raising

public awareness is one o f our critical missions. There are other issues such as m erit pay which

will also be part of the overall policy recommendations for education reform by SF1. There are

several options under consideration. One idea would be to create a national fund that would be

available to school districts that wan t to radically reform their teaching professionalism. This

would akin to the federal Race to the Top grants, except modified to make students even more

of a top priority for awarding grants. Another idea w ould be to go to districts that seemed

promising, and offer them a grant conditional on making sub stantive reform efforts. The notion

of the grant going directly to teachers for m erit pay is unlikely, but SF1 wo uld not rule it out

completely if it furthers the cause of education reform.

Public awareness campaigns will be conducted in accordance with the lobbying restrictions, as

addressed more fully in Part VIII, #2a.

Part V, 2a

Mr. Coleman is a founder of Student Ac hievement Partners, an organization which assembles

leading thinkers and researchers to design actions to substantially improve student achievement.

Ms. KincIall is an emp loyee of Student Ac hievemen t Partners. SF1 has no relationship with

Student Achievement Partners, and will not hire or compensate it.

Part V, 3a: Biographies

&

Duties

M ichelle Rhee: President

Director

a.

iography

Michelle Rhee has been working for the last 18 years to give children the skills and knowledge

they will need to compete in a changing world. From adding instructional time after school and

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E1N

7 3659685

visiting students homes a s a third grade teacher in Baltimore, to hosting hundreds of com munity

meetings and creating a Youth C abinet to bring students voices into reforming the D C Public

Schools, she has always been guided by one core principle: put students first.

Each chapter of Michelle s story has convinced her: students of every background and ZIP code

can achieve at high levels, and for our schools to beco me what children deserve, every educator

is called to believe this. Even in the toughest of circumstances, all teachers are called to turn the

incredible potential that fills their classrooms daily, into the achievements worthy of our children

and country.

Teaching with Teach for Am erica

As a Teach for Am erica (TFA) corps member in a Harlem Park Comm unity School in Baltimore

City, through her o wn trial and error in the classroom, she gained a tremendo us respect for the

hard work that teachers do every day. She also learned the lesson that would drive her m ission

for years to come: teachers are the m ost powerful driving force behind student achievement in

our schools.

Bringing Excellent Teachers to Classrooms across America TNTP

In 4997 Ms. Rhee founded The N ew Teacher Project (TN TP) to bring more excellent teachers to

classrooms across the country. Under her leadership TNTP became a leading organization in

understanding and de veloping innovative solutions to the challenges of new teacher hiring. As

Chief E xecutive Officer and President, Ms. R hee partnered w ith school districts, state education

agencies, non-profit organizations and unions to transform the w ay schools and other

organizations recruit, select and train highly qualified teachers in difficult-to-staff schools.

Her wo rk with TN TP implemented w idespread reform in teacher hiring practices, improving

teacher hiring in Atlanta, Baltimore, Chicago, Miam i, New York, Oakland and Philadelphia.

TN TP placed 23,000 new, high-quality teachers in these schools across the cou ntry.

Driving Unprecedented Grow th in the D.C. Public Schools

On June 12, 2007, M ayor Adrian Fenty appointed Chancellor Rhee to lead the District of

Columbia Public Schools (DC PS), a school district serving more than 47,000 students in 123

schools. Under her leadership, the worst performing school district in the country becam e the

only major city system to see double-digit growth in both their state reading and state m ath

scores in seventh, eighth and tenth grades over three years.

The graduation rate rose, and after steep declines enrollment rose for the first time in forty years.

In her last year as chancellor, every eligible DC public school attracted applicants for the annual

K-12 Out-of-Boundary, preschool, and pre-Kindergarten (pre-K) lotteries. Fourteen schoo ls had

waitlists for the first time. Ultimately, a record high of 5,219 families, representing an increase of

50 percent over 2009, expressed interest in DCPS programs located in all eight wards.

74776 0001/LEGAL201 15647. 1

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