Académique Documents
Professionnel Documents
Culture Documents
Assemble the application and 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 (if 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) Organization To Make Expenditures To Influence Legislation (if filing) All other attachments, including explanations, financial data, and printed materials or publications. Label each page with name and EIN. User fee payment placed in envelope on top of checklist. DO NOT STAPLE or otherwise attach your check or money order to your application. Instead, just place it in the envelope. Employer Identification Number (EIN) Completed Parts I through XI of the application, including any requested information and any required Schedules A through H. You must provide specific details about your past, present, and planned activities. Generalizations or failure to answer questions in the Form 1023 application will prevent us from recognizing you as tax exempt. Describe your purposes and proposed activities in specific easily understood terms. Financial information should correspond with proposed activities.
Schedules. Submit only those schedules that apply to you and check either Yes or No below. Schedule A Schedule B Schedule C Schedule D Yes No Schedule E Schedule F Schedule G Schedule H Yes Yes Yes No No No
Yes No
An exact copy of your complete articles of organization (creating document). Absence of the proper purpose and dissolution clauses is the number one reason for delays in the issuance of determination letters. Location of Purpose Clause from Part III, line 1 (Page, Article and Paragraph Number) Location of Dissolution Clause from Part III, line 2b or 2c (Page, Article and Paragraph Number) or by operation of state law
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 Revenue Service P.O. Box 192 Covington, KY 41012-0192 If you are using express mail or a delivery service, send Form 1023, user fee payment, and attachments to: Internal Revenue Service 201 West Rivercenter Blvd. Attn: Extracting Stop 312 Covington, KY 41011
1023
OMB No. 1545-0056 Note: If exempt status is approved, this application will be open for public inspection.
Use the instructions to complete this application and for a definition of all bold items. For additional help, call IRS Exempt 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 application may be returned to you. Attach additional sheets to this application if you need more space to answer fully. Put your name and EIN on each sheet and identify each answer by Part and line number. Complete Parts I - XI of Form 1023 and submit only those Schedules (A through H) that apply to you.
Part I
1
Identification of Applicant
2 c/o Name (if applicable)
Jason Higbee
Room/Suite 4 Employer Identification Number (EIN)
263644716
5 Month the annual accounting period ends (01 12)
03
b Phone: c Fax: (optional)
617-379-2805
Are you represented by an authorized representative, such as an attorney or accountant? If Yes, provide the authorized representatives name, and the name and address of the authorized representatives firm. Include a completed Form 2848, Power of Attorney and Declaration of Representative, with your application if you would like us to communicate with your representative. Was a person who is not one of your officers, directors, trustees, employees, or an authorized representative listed in line 7, paid, or promised payment, 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 persons name, the name and address of the persons firm, the amounts paid or promised to be paid, and describe that persons role.
Yes
No
Yes
No
9a Organizations website: http://covalentglobal.org b Organizations email: (optional) solutions@covalentglobal.org 10 Certain organizations are not required to file an information return (Form 990 or Form 990-EZ). If you are granted tax-exemption, are you claiming to be excused from filing Form 990 or Form 990-EZ? If Yes, explain. See the instructions for a description of organizations not required to file Form 990 or Form 990-EZ. Date incorporated if a corporation, or formed, if other than a corporation. Were you formed under the laws of a foreign country? If Yes, state the country.
Cat. No. 17133K Form
Yes
No
11 12
(MM/DD/YYYY)
11 / 04 /
Yes
2008 No
1023
(Rev. 6-2006)
Name:
EIN:
263 644716
Page
Part II
Organizational Structure
You must be a corporation (including a limited liability company), an unincorporated association, or a trust to be tax exempt. (See instructions.) DO NOT file this form unless you can check Yes on lines 1, 2, 3, or 4. 1 Are you a corporation? If Yes, attach a copy of your articles of incorporation showing certification of filing with the appropriate state agency. Include copies of any amendments to your articles and be sure they also show state filing certification. Are you a limited liability company (LLC)? If Yes, attach a copy of your articles of organization showing certification of filing with the appropriate state agency. Also, if you adopted an operating agreement, attach a copy. Include copies of any amendments to your articles and be sure they show state filing certification. Refer to the instructions for circumstances when an LLC should not file its own exemption application. Are you an unincorporated association? If Yes, attach a copy of your articles of association, constitution, or other similar organizing document that is dated and includes at least two signatures. Include signed and dated copies of any amendments.
Yes
No
Yes
No
Yes
No
4a Are you a trust? If Yes, attach a signed and dated copy of your trust agreement. Include signed 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. 5 Have you adopted bylaws? If Yes, attach a current copy showing date of adoption. If No, explain how your officers, directors, or trustees are selected.
No
No No
Part III
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 501(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 Section 501(c)(3) requires that your organizing document state your exempt purpose(s), such as charitable, religious, educational, and/or scientific purposes. Check the box to confirm that your organizing document meets this requirement. Describe specifically where your organizing document meets this requirement, such as a reference to a particular article or section in your organizing document. Refer to the instructions for exempt purpose language. Location of Purpose Clause (Page, Article, and Paragraph): Page 1, Article 2, Paragraph 1
2a Section 501(c)(3) requires 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 meets 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 2a and go to line 2c. 2b If you checked the box on line 2a, specify the location of your dissolution clause (Page, Article, and Paragraph). Do not complete line 2c if you checked box 2a. Page 2, Artivle 4, Paragraph 1 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:
Part IV
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 application, 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.
Part V
Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees, Employees, and Independent Contractors
1a List the names, titles, and mailing addresses of all of your officers, directors, and trustees. For each person listed, state their total annual compensation, or proposed compensation, for all services to the organization, whether as an officer, employee, or other position. Use actual figures, if available. Enter none if no compensation is or will be paid. If additional space is needed, attach a separate sheet. Refer to the instructions for information on what to include as compensation.
Name Title Mailing address Compensation amount (annual actual or estimated)
See attachment
Form
1023
(Rev. 6-2006)
Name:
EIN:
263 644716
Page
Part V
Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees, Employees, 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 more than $50,000 per year. Use the actual figure, if available. Refer to the instructions for information on what to include as compensation. Do not include officers, directors, or trustees listed in line 1a.
Name Title Mailing address Compensation amount (annual actual or estimated)
See attachment
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 actual figure, if available. Refer to the instructions for information on what to include as compensation.
Name Title Mailing address Compensation amount (annual actual or estimated)
See attachment
The following Yes or No questions relate to past, present, or planned relationships, transactions, or agreements with your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed in lines 1a, 1b, and 1c. 2a Are any of your officers, directors, or trustees related to each other through family or business 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 through their position as an officer, director, or trustee? If Yes, identify the individuals and describe the business relationship with each of your officers, directors, or trustees. c Are any of your officers, directors, or trustees related to your highest compensated employees or highest compensated independent contractors listed on lines 1b or 1c through family or business relationships? If Yes, identify the individuals and explain the relationship. 3a For each of your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed on lines 1a, 1b, or 1c, 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 compensated independent contractors listed on lines 1a, 1b, or 1c 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 highest compensated independent contractors listed on lines 1a, 1b, and 1c, the following practices are recommended, although they are not required to obtain exemption. Answer Yes to all the practices you use. Yes Yes Yes
No No
Yes
No
No
a Do you or will the individuals that approve compensation arrangements follow a conflict of interest policy? b Do you or will you approve compensation arrangements in advance of paying compensation? c Do you or will you document in writing the date and terms of approved compensation arrangements?
No No No
(Rev. 6-2006)
1023
Name:
EIN:
263 644716
Page
Part V
Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees, Employees, and Independent Contractors (Continued)
Yes Yes
No No
d Do you or will you record in writing the decision made by each individual who decided or voted on compensation arrangements? e Do you or will you approve compensation arrangements based on information about compensation paid by 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 Part V, lines 1a, 1b, and 1c, 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 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 officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed in Part V, lines 1a, 1b, and 1c. 5a Have you adopted a conflict of interest policy consistent with the sample conflict of interest policy 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 you for setting their own compensation? 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, line 14. 6a Do you or will you compensate any of your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed in lines 1a, 1b, or 1c through non-fixed payments, such as discretionary bonuses or revenue-based payments? If Yes, describe all non-fixed compensation arrangements, including how the amounts are determined, who is eligible for such arrangements, whether you place a limitation on total compensation, and how you determine or will determine that you pay no more than reasonable compensation for services. Refer to the instructions for Part V, lines 1a, 1b, and 1c, for information on what to include as compensation. b Do you or will you compensate any of your employees, other than your officers, directors, trustees, or your five highest compensated employees who receive or will receive compensation of more than $50,000 per year, through non-fixed payments, such as discretionary bonuses or revenue-based payments? If Yes, describe all non-fixed 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 reasonable compensation for services. Refer to the instructions for Part V, lines 1a, 1b, and 1c, 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, trustees, highest compensated employees, or highest compensated independent contractors listed in lines 1a, 1b, or 1c? 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 arms 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, highest compensated employees, or highest compensated independent contractors listed in lines 1a, 1b, or 1c? 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 arms 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, trustees, highest compensated employees, or highest compensated independent contractors listed in lines 1a, 1b, or 1c? If Yes, provide the information requested in lines 8b through 8f. b c d e f 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 arms length. Explain how you determine you pay no more than fair market value or you are paid at least fair market value. Attach copies of any signed leases, contracts, loans, or other agreements relating to such arrangements.
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
9a Do you or will you have any leases, contracts, loans, or other agreements with any organization in 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 lines 9b through 9f.
Form
Yes
No
1023
(Rev. 6-2006)
Name:
EIN:
263 644716
Page
Part V
b c d e
Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees, Employees, and Independent Contractors (Continued)
Describe any written or oral arrangements 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 arms length. 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, contracts, loans, or other agreements relating to such arrangements.
Part VI
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 activities. (See instructions.) 1a In carrying out your exempt purposes, do you provide goods, services, or funds to individuals? If 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, 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 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. Do any individuals who receive goods, services, or funds through your programs have a family or 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 1a, 1b, and 1c? If Yes, explain how these related individuals are eligible for goods, services, or funds.
No No No
Yes
No
Part VII
1
Your History
Yes
The following Yes or No questions relate to your history. (See instructions.) Are you a successor to another organization? Answer Yes, if you have taken or will take over the 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 conversion of an organization from for-profit to non-profit status. If Yes, complete Schedule G. Are you submitting this application more than 27 months after the end of the month in which you were legally formed? If Yes, complete Schedule E.
No
Yes
No
No No
No
2a Do you attempt to influence legislation? If Yes, explain how you attempt to influence legislation 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 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 list all revenue received or expected to be received and expenses paid or expected to be paid in operating these 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 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 arms 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
Yes
No
Yes
No
1023
(Rev. 6-2006)
Name:
EIN:
263 644716
Page
No
Yes
No
No
Yes
No
No
6a Do you or will you engage in economic development? If Yes, describe your program. 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 each facility, the role of the developer, and any business or family relationship(s) between the developer and your officers, directors, or trustees. b Do or will persons other than your employees or volunteers manage your activities or facilities? If Yes, describe each activity and facility, the role of the manager, and any business or family relationship(s) between the manager 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 arms length so that you pay no more than fair market value, and submit a copy of any contracts or other agreements. 8 Do you or will you enter into joint ventures, including partnerships or limited liability companies 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.
Yes
Yes
No
Yes
No
Yes
No
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 you qualify as a childcare organization described in section 501(k). 10 Do you or will you publish, own, or have rights in music, literature, tapes, artworks, choreography, scientific discoveries, or other intellectual property? If Yes, explain. Describe who owns or will own any copyrights, patents, or trademarks, whether fees are or will be charged, how the fees are determined, and how any items are or will be produced, distributed, and marketed.
Yes Yes
No
No
Yes
No
Yes
No
Yes
No
Form
1023
(Rev. 6-2006)
Name:
EIN:
Page
12a Do you or will you operate in a foreign country or countries? If Yes, answer lines 12b through 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 13b through 13g. If No, go to line 14a. b c d e f Describe how your grants, loans, or other distributions to organizations further your exempt purposes. Do you have written contracts with each of these organizations? If Yes, attach a copy of each contract. Identify each recipient organization and any relationship between you and the recipient organization. Describe the records you keep with respect to the grants, loans, or other distributions you make. Describe your selection process, including whether you do any of the following: (i) Do you require an application form? If Yes, attach a copy of the form. (ii) Do you require a grant proposal? If Yes, describe whether the grant proposal specifies your 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 your 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 exempt purposes, including whether you require periodic and final reports on the use of resources.
Yes
No
Yes
No
Yes
No
Yes Yes
No No
14a Do you or will you make grants, loans, or other distributions to foreign organizations? If Yes, 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 describe any relationship you have with each foreign organization. c Does any foreign organization listed in line 14b accept contributions earmarked for a specific country 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 discretion for purposes consistent with your exempt purposes? If Yes, describe how you relay this information to contributors. e Do you or will you make pre-grant inquiries about the recipient organization? If Yes, describe these inquiries, including whether you inquire about the recipients financial status, its tax-exempt status under the Internal Revenue Code, its ability to accomplish the purpose for which the resources are provided, and other relevant information. f Do you or will you use any additional procedures to ensure that your distributions to foreign 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 used appropriately.
Form
Yes
No
Yes Yes
No No
Yes
No
Yes
No
1023
(Rev. 6-2006)
Name:
EIN:
Page
No
No No
No
No No
No
Yes
Form
1023
(Rev. 6-2006)
Name:
EIN:
263 644716
Page
Part IX
Financial Data
For purposes of this schedule, years in existence refer to completed tax years. If in existence 4 or more years, complete the schedule for the most recent 4 tax years. If in existence more than 1 year but less than 4 years, complete the statements for each year in existence and provide projections of your likely revenues and expenses based on a reasonable and good faith estimate of your future finances for a total of 3 years of financial information. If in existence less than 1 year, provide projections of your likely revenues and expenses for the current year and the 2 following years, based on a reasonable and good faith estimate of your future finances for a total of 3 years of financial information. (See instructions.) A. Statement of Revenues and Expenses
Type of revenue or expense Current tax year (a) From To 3 prior tax years or 2 succeeding tax years (b) From To
11/04/08 03/31/09
04/01/09 03/31/10
(c) From To
04/01/10 03/31/11
(d) From To
04/01/11 03/31/12
Gifts, grants, and contributions received (do not include unusual grants) Membership fees received Gross investment income Net unrelated business income Taxes levied for your benefit Value of services or facilities furnished by a governmental unit without charge (not including the value of services generally furnished to the public without charge) Any revenue not otherwise listed above or in lines 912 below (attach an itemized list) Total of lines 1 through 7 Gross receipts from admissions, merchandise sold or services performed, or furnishing of facilities in any activity that is related to your exempt purposes (attach itemized list) Total of lines 8 and 9 Net gain or loss on sale of capital assets (attach schedule and see instructions) Unusual grants Total Revenue Add lines 10 through 12 Fundraising expenses Contributions, gifts, grants, and similar amounts paid out (attach an itemized list) Disbursements to or for the benefit of members (attach an itemized list) Compensation of officers, directors, and trustees Other salaries and wages Interest expense Occupancy (rent, utilities, etc.) Depreciation and depletion Professional fees Any expense not otherwise classified, such as program services (attach itemized list) Total Expenses Add lines 14 through 23
2 3 4 5 6 Revenues
1,300 0 0 0 0
30,000 0 0 0 0
200,000 0 0 0 0
200,000 0 0 0 0
431,300 0 0 0 0
8 9
0 1,300
0 30,000
0 200,000
0 200,000
0 431,300
10 11
0 1,300
0 30,000
136,800 336,800
136,800 336,800
273,600 704,900
12 13 14 15
0 0 1,300 10
0 0 30,000 500
0 0 336,800 30,000
0 0 336,800 30,000
0 0 704,900
76,000
76,000
16
0 0 0 0 650 0 0
Expenses
17 18 19 20 21 22 23
305 965
1,500 29,100
21,000 331,700
18,000 328,700
Form
24
1023
(Rev. 6-2006)
Name:
EIN:
263 644716
Year End:
Page
10
Part IX
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19
Cash Accounts receivable, net Inventories Bonds and notes receivable (attach an itemized list) Corporate stocks (attach an itemized list) Loans receivable (attach an itemized list) Other investments (attach an itemized list) Depreciable and depletable assets (attach an itemized list) Land Other assets (attach an itemized list) Total Assets (add lines 1 through 10) Liabilities Accounts payable Contributions, gifts, grants, etc. payable Mortgages and notes payable (attach an itemized list) Other liabilities (attach an itemized list) Total Liabilities (add lines 12 through 15) Fund Balances or Net Assets Total fund balances or net assets Total Liabilities and Fund Balances or Net Assets (add lines 16 and 17) Have there been any substantial changes in your assets or liabilities since the end of the period shown above? If Yes, explain.
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18
No
Part X
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.) 1a Are you a private foundation? If Yes, go to line 1b. If No, go to line 5 and proceed as instructed. If you are unsure, see the instructions. b As a private foundation, section 508(e) requires special provisions in your organizing document 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 meets this requirement, such as a reference to a particular article or section in your organizing document or by operation of state law. See the instructions, including Appendix B, for information about the special provisions that need to be contained in your organizing document. Go to line 2. 2 Are you a private operating foundation? To be a private operating foundation you must engage 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 XI. Have you existed for one or more years? If Yes, attach financial information showing that you are a private operating foundation; go to the signature section of Part XI. If No, continue to line 4. Have you attached either (1) an affidavit or opinion of counsel, (including a written affidavit or opinion 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 operations as a private operating foundation? Yes No Yes
No
3 4
Yes Yes
No No
If you answered No to line 1a, 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 170(b)(1)(A)(i)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 medical research organization operated in conjunction with a hospital. Complete and attach Schedule C. d 509(a)(3)an organization supporting either one or more 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 Schedule D.
Form
1023
(Rev. 6-2006)
Name:
EIN:
263 644716
Page
11
Part X
e 509(a)(4)an organization organized and operated exclusively for testing for public safety. f 509(a)(1) and 170(b)(1)(A)(iv)an organization operated for the benefit of a college or university that is owned or operated by a governmental unit. g 509(a)(1) and 170(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 more 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 exempt functions (subject to certain exceptions). i 6 A publicly supported organization, but unsure if it is described in 5g or 5h. The organization would like the IRS to decide the correct status. If you checked box g, h, or i in question 5 above, you must request either an advance or a definitive ruling by selecting one of the boxes below. Refer to the instructions to determine which type of ruling you are eligible to receive.
a Request for Advance Ruling: By checking this box and signing the consent, pursuant to section 6501(c)(4) of the Code you request an advance ruling and agree to extend the statute of limitations on the assessment of excise tax under section 4940 of the Code. The tax will apply only if you do not establish public support status at the end of the 5-year advance ruling period. The assessment period will be extended for the 5 advance ruling years to 8 years, 4 months, and 15 days beyond the end of the first year. You have the right to refuse or limit the extension to a mutually agreed-upon period of time or issue(s). Publication 1035, Extending the Tax Assessment Period, provides a more detailed explanation of your rights and the consequences of the choices you make. You may obtain Publication 1035 free of charge from the IRS web site at www.irs.gov or by calling toll-free 1-800-829-3676. Signing this consent will not deprive you of any appeal rights to which you would otherwise be entitled. If you decide not to extend the statute of limitations, you are not eligible for an advance ruling. Consent Fixing Period of Limitations Upon Assessment of Tax Under Section 4940 of the Internal Revenue Code
For Organization
(Date)
(Date)
b Request for Definitive Ruling: Check this box if you have completed one tax year of at least 8 full months and you are requesting a definitive ruling. To confirm your public support status, answer line 6b(i) if you checked box g in line 5 above. Answer line 6b(ii) if you checked box h in line 5 above. If you checked box i in line 5 above, answer both lines 6b(i) and (ii). (i) (a) Enter 2% of line 8, column (e) on Part IX-A. Statement of Revenues and Expenses. (b) Attach a list showing the name and amount contributed by each person, company, or organization whose gifts totaled more than the 2% amount. If the answer is None, check this box. (ii) (a) For each year amounts are included on lines 1, 2, and 9 of Part IX-A. Statement of Revenues and Expenses, attach a list showing the name of and amount received from each disqualified person. If the answer is None, check this box. (b) For each year amounts are included on line 9 of Part IX-A. Statement of Revenues and Expenses, attach a list showing the name of and amount received from each payer, other than a disqualified person, whose payments were more than the larger of (1) 1% of line 10, Part IX-A. Statement of Revenues 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 Revenues 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
Yes
No
1023
(Rev. 6-2006)
Name:
EIN:
263 644716
Page
12
Part XI
You must include a user fee payment with this application. It will not be processed without your paid user fee. If your average annual gross receipts have exceeded or will exceed $10,000 annually over a 4-year period, you must submit payment of $750. If your gross receipts have not exceeded or will not exceed $10,000 annually over a 4-year period, the required user fee payment is $300. See instructions for Part XI, for a definition of gross receipts over a 4-year period. Your check or money order must be made payable to the United States Treasury. User fees are subject to change. Check our website at www.irs.gov and type User Fee in the keyword box, or call Customer Account Services at 1-877-829-5500 for current information. 1 Have your annual gross receipts averaged or are they expected to average not more than $10,000? If Yes, check the box on line 2 and enclose a user fee payment of $300 (Subject to changesee above). If No, check the box on line 3 and enclose a user fee payment of $750 (Subject to changesee above). Check the box if you have enclosed the reduced user fee payment of $300 (Subject to change). Check the box if you have enclosed the user fee payment of $750 (Subject to change). Yes
No
2 3
I declare under the penalties of perjury that I am authorized to sign this application on behalf of the above organization and that I have examined this application, including the accompanying schedules and attachments, and to the best of my knowledge it is true, correct, and complete.
(Date)
Reminder: Send the completed Form 1023 Checklist with your filled-in-application.
Form
1023
(Rev. 6-2006)
Name:
EIN:
263 644716
Page
14
Section I
Operational Information
Yes
No
1a Do you normally have a regularly scheduled curriculum, a regular faculty of qualified teachers, a regularly enrolled student body, and facilities where your educational activities are regularly carried on? If No, do not complete the remainder of Schedule B. b Is the primary function of your school the presentation of formal instruction? If Yes, describe your school in terms of whether it is an elementary, secondary, college, technical, or other type of school. If No, do not complete the remainder of Schedule B. 2a Are you a public school because you are operated by a state or subdivision of a state? If Yes, explain how you are operated by a state or subdivision of a state. Do not complete the remainder of Schedule B. b Are you a public school because you are operated wholly or predominantly from government funds or property? If Yes, explain how you are operated wholly or predominantly from government funds or property. Submit a copy of your funding agreement regarding government funding. Do not complete the remainder of Schedule B. 3 4 5 6 7 In what public school district, county, and state are you located? Were you formed or substantially expanded at the time of public school desegregation in the above school district or county? Has a state or federal administrative agency or judicial body ever determined that you are racially discriminatory? If Yes, explain. Has your right to receive financial aid or assistance from a governmental agency ever been revoked or suspended? If Yes, explain. Do you or will you contract with another organization to develop, build, market, or finance your facilities? If Yes, explain how that entity is selected, explain how the terms of any contracts or other agreements are negotiated at arms length, and explain how you determine that you will pay no more than fair market value for services. Note. Make sure your answer is consistent with the information provided in Part VIII, line 7a. 8 Do you or will you manage your activities or facilities through your own employees or volunteers? If No, attach a statement describing the activities that will be managed by others, the names of the persons or organizations that manage or will manage your activities or facilities, and how these managers were or will be selected. Also, submit copies of any contracts, proposed contracts, or other agreements regarding the provision of management services for your activities or facilities. Explain how the terms of any contracts or other agreements were or will be negotiated, and explain how you determine you will pay no more than fair market value for services. Note. Answer Yes if you manage or intend to manage your programs through your own employees or by using volunteers. Answer No if you engage or intend to engage a separate organization or independent contractor. Make sure your answer is consistent with the information provided in Part VIII, line 7b.
Yes
No
Yes
No
Yes
No
No No No No
Yes
No
Section II
1
Have you adopted a racially nondiscriminatory policy as to students in your organizing document, bylaws, or by resolution of your governing body? If Yes, state where the policy can be found or supply a copy of the policy. If No, you must adopt a nondiscriminatory policy as to students before submitting this application. See Publication 557. Do your brochures, application forms, advertisements, and catalogues dealing with student admissions, programs, and scholarships contain a statement of your racially nondiscriminatory policy?
Yes
No
a If Yes, attach a representative sample of each document. b If No, by checking the box to the right you agree that all future printed materials, including website content, will contain the required nondiscriminatory policy statement. 3 Have you published a notice of your nondiscriminatory policy in a newspaper of general circulation that serves all racial segments of the community? (See the instructions for specific requirements.) If No, explain. Does or will the organization (or any department or division within it) discriminate in any way on the basis of race with respect to admissions; use of facilities or exercise of student privileges; faculty or administrative staff; or scholarship or loan programs? If Yes, for any of the above, explain fully.
Form
Yes
No
Yes
No
1023
(Rev. 6-2006)
Name:
EIN:
263 644716
Page
15
Total 6 In the table below, provide the number and amount of loans and scholarships awarded to students enrolled by racial categories. Racial Category Number of Loans Current Year Next Year Amount of Loans Number of Scholarships Amount of Scholarships Current Year Next Year Current Year Next Year Current Year Next Year
Total 7a Attach a list of your incorporators, founders, board members, and donors of land or buildings, whether individuals or organizations. b Do any of these individuals or organizations have an objective to maintain segregated public or private school education? If Yes, explain. 8 Will you maintain records according to the non-discrimination provisions contained in Revenue Procedure 75-50? If No, explain. (See instructions.)
Form
Yes Yes
No No
1023
(Rev. 6-2006)
Name: Covalent Global Capital, Inc. EIN: 263 644716 Page 25 Schedule H. Organizations Providing Scholarships, Fellowships, Educational Loans, or Other Educational Grants to Individuals and Private Foundations Requesting Advance Approval of Individual Grant Procedures Section I Names of individual recipients are not required to be listed in Schedule H. Public charities and private foundations complete lines 1a through 7 of this section. See the instructions to Part X if you are not sure whether you are a public charity or a private foundation.
1a Describe the types of educational grants you provide to individuals, such as scholarships, fellowships, loans, etc. b Describe the purpose and amount of your scholarships, fellowships, and other educational grants and loans that you award. c d e f 2 If you award educational loans, explain the terms of the loans (interest rate, length, forgiveness, etc.). Specify how your program is publicized. Provide copies of any solicitation or announcement materials. Provide a sample copy of the application used. Do you maintain case histories showing recipients of your scholarships, fellowships, educational loans, or other educational grants, including names, addresses, purposes of awards, amount of each grant, manner of selection, and relationship (if any) to officers, trustees, or donors of funds to you? If No, refer to the instructions.
Yes
No
Describe the specific criteria you use to determine who is eligible for your program. (For example, eligibility selection criteria could consist of graduating high school students from a particular high school who will attend college, writers of scholarly works about American history, etc.)
4a Describe the specific criteria you use to select recipients. (For example, specific selection criteria could consist of prior academic performance, financial need, etc.) b Describe how you determine the number of grants that will be made annually. c Describe how you determine the amount of each of your grants. d Describe any requirement or condition that you impose on recipients to obtain, maintain, or qualify for renewal of a grant. (For example, specific requirements or conditions could consist of attendance at a four-year college, maintaining a certain grade point average, teaching in public school after graduation from college, etc.) 5 Describe your procedures for supervising the scholarships, fellowships, educational loans, or other educational grants. Describe whether you obtain reports and grade transcripts from recipients, or you pay grants directly to a school under an arrangement whereby the school will apply the grant funds only for enrolled students who are in good standing. Also, describe your procedures for taking action if the terms of the award are violated. Who is on the selection committee for the awards made under your program, including names of current committee members, criteria for committee membership, and the method of replacing committee members? Are relatives of members of the selection committee, or of your officers, directors, or substantial contributors eligible for awards made under your program? If Yes, what measures are taken to ensure unbiased selections? Note. If you are a private foundation, you are not permitted to provide educational grants to disqualified persons. Disqualified persons include your substantial contributors and foundation managers and certain family members of disqualified persons. Yes
6 7
No
Section II
Private foundations complete lines 1a through 4f of this section. Public charities do not complete this section.
Yes No N/A
1a If we determine that you are a private foundation, do you want this application to be considered as a request for advance approval of grant making procedures?
b For which section(s) do you wish to be considered? 4945(g)(1)Scholarship or fellowship grant to an individual for study at an educational institution 4945(g)(3)Other grants, including loans, to an individual for travel, study, or other similar purposes, to enhance a particular skill of the grantee or to produce a specific product 2 Do you represent that you will (1) arrange to receive and review grantee reports annually and upon completion of the purpose for which the grant was awarded, (2) investigate diversions of funds from their intended purposes, and (3) take all reasonable and appropriate steps to recover diverted funds, ensure other grant funds held by a grantee are used for their intended purposes, and withhold further payments to grantees until you obtain grantees assurances that future diversions will not occur and that grantees will take extraordinary precautions to prevent future diversions from occurring? Do you represent that you will maintain all records relating to individual grants, including information obtained to evaluate grantees, identify whether a grantee is a disqualified person, establish the amount and purpose of each grant, and establish that you undertook the supervision and investigation of grants described in line 2? Yes No
Yes
No
Form
1023
(Rev. 6-2006)
EIN: 263 644716 Page 26 Schedule H. Organizations Providing Scholarships, Fellowships, Educational Loans, or Other Educational Grants to Individuals and Private Foundations Requesting Advance Approval of Individual Grant Procedures (Continued) Section II Private foundations complete lines 1a through 4f of this section. Public charities do not complete this section. (Continued) Name:
4a Do you or will you award scholarships, fellowships, and educational loans to attend an educational institution based on the status of an individual being an employee of a particular employer? If Yes, complete lines 4b through 4f. b Will you comply with the seven conditions and either the percentage tests or facts and circumstances test for scholarships, fellowships, and educational loans to attend an educational institution as set forth in Revenue Procedures 76-47, 1976-2 C.B. 670, and 80-39, 1980-2 C.B. 772, which apply to inducement, selection committee, eligibility requirements, objective basis of selection, employment, course of study, and other objectives? (See lines 4c, 4d, and 4e, regarding the percentage tests.) c Do you or will you provide scholarships, fellowships, or educational loans to attend an educational institution to employees of a particular employer? If Yes, will you award grants to 10% or fewer of the eligible applicants who were actually considered by the selection committee in selecting recipients of grants in that year as provided by Revenue Procedures 76-47 and 80-39? d Do you provide scholarships, fellowships, or educational loans to attend an educational institution to children of employees of a particular employer? If Yes, will you award grants to 25% or fewer of the eligible applicants who were actually considered by the selection committee in selecting recipients of grants in that year as provided by Revenue Procedures 76-47 and 80-39? If No, go to line 4e. e If you provide scholarships, fellowships, or educational loans to attend an educational institution to children of employees of a particular employer, will you award grants to 10% or fewer of the number of employees children who can be shown to be eligible for grants (whether or not they submitted an application) in that year, as provided by Revenue Procedures 76-47 and 80-39? If Yes, describe how you will determine who can be shown to be eligible for grants without submitting an application, such as by obtaining written statements or other information about the expectations of employees children to attend an educational institution. If No, go to line 4f. Note. Statistical or sampling techniques are not acceptable. See Revenue Procedure 85-51, 1985-2 C.B. 717, for additional information. f If you provide scholarships, fellowships, or educational loans to attend an educational institution to children of employees of a particular employer without regard to either the 25% limitation described in line 4d, or the 10% limitation described in line 4e, will you award grants based on facts and circumstances that demonstrate that the grants will not be considered compensation for past, present, or future services or otherwise provide a significant benefit to the particular employer? If Yes, describe the facts and circumstances that you believe will demonstrate that the grants are neither compensatory nor a significant benefit to the particular employer. In your explanation, describe why you cannot satisfy either the 25% test described in line 4d or the 10% test described in line 4e.
Yes
No
Yes
No
Yes Yes
No No
N/A
Yes Yes
No No
N/A
Yes
No
N/A
Yes
No
Form
1023
(Rev. 6-2006)
EIN: 263644716
Covalent Global Capital -- Bylaws Version 1, Adopted: November 4, 2008 Version 2, Modified: June 9, 2009 Version 2, Adopted: June 23, 2009 EIN: 26-3644716 ARTICLE I - NAME, ORGANIZATION, PRINCIPAL OFFICE Section 1: Section 2: Section 3: Name. The name of the organization shall be Covalent Global Capital, Inc. (Covalent Global). Organization. Covalent Global shall organize as a tax exempt nonprofit corporation. Principle Office. The principal office of Covalent Global shall be: 1105 Massachusetts Ave Apt 10C Cambridge, MA 02138, United States Change of Address. The designation of the county or state of the corporation's principal office may be changed by an addition to these bylaws. The board of directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws: New Address:
Section 4:
Effective Date: Section 5: Other Offices. The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate. ARTICLE II NONPROFIT PURPOSES Section 1: 501(c)(3) Purposes. Covalent Global serves one or more charitable purposes set forth in section 501(c)(3) of the Internal Revenue Code and none of its earnings may inure to any private shareholder or individual.
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EIN: 263644716
Section 2:
Charitable Purposes. The purposes and objectives of Covalent Global are as follows: (a) support a social connection between African-led charity projects and philanthropic donors; (b) work to reduce the information costs of philanthropy intermediaries, including but not limited to, Donor Advised Funds, by aggregating and efficiently disseminating information across a network; (c) to properly conduct due diligence in support of international grant making; (d) to provide many means to address global poverty and create opportunities for prosperity; and (e) to support its purposes through donations, employment, volunteer work, and collaboration with other organizations. Dissolution. All donations and capital of Covalent Global serves a charitable purpose. In the event of dissolution all net assets must be directed to one or more 501(c)3 charitable organizations.
Section 3:
ARTICLE III - BOARD OF DIRECTORS Section 1: Board Number. The Board shall have up to ten, and no fewer than three, directors collectively shall be known as the board of directors. Qualification. Directors shall be of the age of majority in this state. Other qualifications shall be as follows: two Board positions shall be filled by females; and two Board positions shall be filled by citizens of an African country or an immigrant or refugee from an African country. Powers. Subject to the provisions of the laws of this state and any limitations in the articles of incorporation and these bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors. Duties. It shall be the duty of the directors to: (a) Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws;
Section 2:
Section 3:
Section 4:
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EIN: 263644716
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation; (c) Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly; (d) Meet at such times and places as required by these bylaws; (e) Register their addresses with the secretary of the corporation, and notices of meetings mailed, emailed, faxed, or telegraphed to them at such addresses shall be valid notices thereof. Section 5: Compensation. The Directors shall assume their role at will, as volunteers, and without compensation, except for a reasonable reimbursement or advancement for attending regular or special meetings of the Board. Any payments to directors shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article 9 of these bylaws. Term of Office. Each Director shall serve a term of two years and until her or his successor is elected and qualifies. The first Board will include members with one and two year terms for staggering purposes. Place of Meetings. Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the board of directors. Attendance via teleconferencing is permitted. Regular Meetings. Regular meetings of directors shall be held on the first Saturday of March, June, September, and December at 10:00 A.M. Eastern, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the following Saturday. Special Meetings. Special meetings of the board of directors may be called by the chairperson of the board, the president, the vice president, the secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting
Section 6:
Section 7:
Section 8:
Section 9:
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EIN: 263644716
Section 10:
Board Elections. At the regular meeting of directors held in the month of March, all directors shall be elected by the board of directors. Voting for the election of directors shall be by written or electronic ballot. Each director shall cast one vote for or against each candidate. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board. In the event of a two-way tie the number of board positions shall be extended by one, not to exceed the board size limit, otherwise a run-off election shall take place among the tied candidates. Notice of Meetings. Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors: (a) Regular Meetings. No notice need be given of any regular meeting of the board of directors. (b) Special Meetings. At least one week prior notice shall be given by the secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, email, or by facsimile machine, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile or email notification, the director to be contacted shall acknowledge personal receipt of the facsimile or notice by a return message or telephone call. (c) Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the articles of incorporation, these bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice. Quorum for Meetings. A quorum shall consist of at least 50 percent of the members of the board of directors. Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn. Majority Action as Board Action. Every act or decision done or made by a majority of the directors present at a meeting
Section 11:
Section 12:
Section 13:
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EIN: 263644716
duly held at which a quorum is board of directors, unless the these bylaws, or provisions of percentage or different voting matter by the board. Section 14:
present is the act of the articles of incorporation, law require a greater rules for approval of a
Conduct of Meetings. Meetings of the board of directors shall be presided over by the chairperson of the board, or, if no such person has been so designated, or in her or his absence, the vice-chairperson of the board, or in her or his absence, by the president of the corporation, or in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting. Vacancies. Vacancies on the board of directors shall exist (1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized directors is increased. Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the office of the attorney general or other appropriate agency of this state. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state. Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the board of directors or until his or her death, resignation, or removal from office.
Section 15:
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EIN: 263644716
Section 16:
Nonliability of Directors. The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. Indemnification by Corporation of Directors and Officers. The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state. Insurance for Corporate Agents. Except as may be otherwise provided under provisions of law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law.
Section 17:
Section 18:
ARTICLE IV - Officers Section 1: Designation of Officers. The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer. The secretary will also be known as the clerk. The corporation may also have a chairperson of the board, one or more vice chairpersons, assistant secretaries, assistant treasurers, and other such officers with such titles as may be determined from time to time by the board of directors. Qualifications. corporation. Any person may serve as officer of this
Section 2:
Section 3:
Election and Term of Office. All officers of the corporation shall be elected by the board of directors, at any time. All officers shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until her or his successor shall be elected and qualified, whichever occurs first.
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EIN: 263644716
Section 4:
Removal and Resignation. Any officer may be removed, either with or without cause, by the board of directors, at any time. Any officer may resign at any time by giving written notice to the board of directors or to the president or secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the board of directors relating to the employment of any officer of the corporation. Vacancies. Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by their appropriate elective body. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the elective body shall fill the vacancy. In the event of a vacancy in the office of president, such vacancy will be filled temporarily by the vice president until such time as the appropriate elective body shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine. Duties of Chairperson. The Chairperson shall, subject to the control of the board of directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be prescribed from time to time by the board of directors. Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the board of directors. Duties of Vice Chairperson. In the absence of the Chairperson, or in the event of his or her inability or refusal to act, the Vice Chairperson shall perform all the duties of the Chairperson, and when so acting shall have all -7-
Section 5:
Section 6:
Section 7:
EIN: 263644716
the powers of, and be subject to all the restrictions on, the president. The Vice Chairperson shall have other powers and perform such other duties as may be prescribed by law, by the articles of incorporation, or by these bylaws, or as may be prescribed by the board of directors. Section 8: Duties of Secretary. The secretary shall:
Certify and keep at the principal office of the corporation the original, or a copy, of these bylaws as amended or otherwise altered to date. Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof. See that all notices are duly given in accordance with the provisions of these bylaws or as required by law. Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these bylaws, to duly executed documents of the corporation. Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. Exhibit at all reasonable corporation, or to his or therefor, the bylaws, the of the proceedings of the times to any director of the her agent or attorney, on request membership book, and the minutes directors of the corporation. of law, or by the
In general, perform all duties incident to the office secretary and such other duties as may be required by by the articles of incorporation, or by these bylaws, which may be assigned to him or her from time to time board of directors. Section 9: Duties of Treasurer. The treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all
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EIN: 263644716
such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors. Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the board of directors, taking proper vouchers for such disbursements. Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses. Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor. Render to the president and directors, whenever requested, an account of any or all of his or her transactions as treasurer and of the financial condition of the corporation. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the articles of incorporation of the corporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors. Section 10: Compensation. The salaries of the officers, if any, shall be fixed from time to time by resolution of the board of directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation. All officer salaries shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article 9 of these bylaws. Staff Representation. The staff of the corporation may appoint one representative to attend board meetings. The staff representative shall be elected by popular vote of the staff, one vote per staff. The staff representative shall not be eligible to vote on board matters. The staff representative shall be able to speak and discuss matters at meetings. The president shall also be considered as representing the staff at board meeting.
Section 11:
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ARTICLE V - Committees Section 1: Executive Committee. The board of directors may designate an Executive Committee consisting of four board members and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and, except as may otherwise be provided, by provisions of law. By a majority vote of its members, the board may at any time revoke or modify any or all of the executive committee authority so delegated, increase or decrease but not below two (2) the number of the members of the executive committee, and fill vacancies on the Executive Committee from the members of the board. The executive committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require. Section 2: Other Committees. The corporation may have other committees from time to time as designated by resolution of the board of directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board. Meetings and Action of Committees. Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the board of directors, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the board of directors or by the committee. The board of directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws.
Section 3:
ARTICLE VI - Committees
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Section 1:
Execution of Instruments. The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation 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. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. Checks and Notes. Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer and countersigned by the president of the corporation. Deposits. All from time to banks, trust of directors funds of the corporation shall be deposited time to the credit of the corporation in such companies, or other depositories as the board may select.
Section 2:
Section 3:
Section 4:
Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation. ARTICLE VII Corporate Records, Reports, and Seal
Section 1: a.
Maintenance of Corporate Records. The corporation shall keep at its principal office: Minutes of all meetings of directors, committees of the board, and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
b.
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c.
A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership; A copy of the corporation's articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours. Corporate Seal. The board of directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument. Directors' Inspection Rights. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation, and shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law. Right to Copy and Make Extract. Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts. Periodic Report. The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
d.
Section 2:
Section 3:
Section 4:
Section 5:
ARTICLE VIII IRC 501(c)(3) Tax Exemption Provisions Section 1: Limitations on Activities. No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or - 12 -
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distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. Section 2: Prohibition Against Private Inurement. No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation. Distribution of Assets. Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Such distribution shall be made in accordance with all applicable provisions of the laws of this state. Private Foundation Requirements and Restrictions. In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
Section 3:
Section 4:
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ARTICLE IX Conflict of Interest and Compensation Approval Policies Section 1: Purpose of Conflict of Interest Policy. The purpose of this conflict of interest policy is to protect this tax-exempt corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. 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. Definitions. a. Interested Person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person. b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: 1. An ownership or investment interest in any entity with which the corporation has a transaction or arrangement; 2. A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement; or 3. A potential ownership or investment interest in, or compensation arrangement 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 Section 3, paragraph B, 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.
Section 2:
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Section 3:
Conflict of Interest Avoidance Procedures. a. Duty to Disclose. 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. b. Determining Whether a Conflict 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. c. Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether 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. Violations of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making - 15 -
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further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Section 4: Records of Board and Board Committee Proceedings. The minutes of meetings of the governing board and all committees with board delegated powers shall contain: a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Section 5: Compensation Approval Policies. 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 member's compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:
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a. the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation; b. all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a "disqualified person" (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations): 1. is not the person who is the subject of the compensation arrangement, or a family member of such person; 2. is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement; 3. does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement; 4. has no material financial interest affected by the compensation arrangement; and 5. does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member. c. the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following: 1. compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. "Similarly situated" organizations are those of a similar size, purpose, and with similar resources; 2. the availability of similar services in the geographic area of this organization; 3. current compensation surveys compiled by independent firms; 4. actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement; As allowed by IRS Regulation 4958-6, if this organization
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has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services. d. the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include: 1. the terms of the compensation arrangement and the date it was approved; 2. the members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member; 3. the comparability data obtained and relied upon and how the data was obtained; 4. If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination; 5. If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting; 6. any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement); 7. The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the - 18 -
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compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee. Section 6: Annual Statements. Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: a. has received a copy of the conflicts of interest policy; b. has read and understands the policy; c. has agreed to comply with the policy; and d. understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Section 7: Periodic 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: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's-length bargaining. b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction. c. Whether operations and practices are consistent with the written policies of the corporation, including, but not limited to, the transparency and privacy policies. Section 8: Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7, 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. ARTICLE X Amendment of Bylaws
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Section 1:
Amendment. Subject to the power of the members, if any, of this corporation to adopt, amend, or repeal the bylaws of this corporation and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of the board of directors. ARTICLE XI Construction and Terms
If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall govern. Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding. All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation. All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
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ADOPTION OF BYLAWS We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing bylaws, consisting of 21 preceding pages, inclusive, as the bylaws of this corporation. Dated: November 4, 2008 Signed: Jason Higbee, Paul Allen, Greg Snyders
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Exhibit Directory
Reference Part II Line 1 Part II Line 5 Part IV Part IV Exhibit Exhibit A: Articles of Organization Exhibit B: Bylaws Exhibit C: Narrative Description of Activities Exhibit D: Covalent Global Policies and Practices Description Certified Copy of Articles of Organization Bylaws adopted by the Board of Directors Describes our past, present, and planned activities in a narrative Covalent Global Policies and Practices adopted by the Board of Directors. Provides an informative overview of Covalent Global Capital. Executive summary of Covalent Global Capital. One theory of social change for Covalent Global Capital Lists officers and directors and discusses compensation Lists employees and independent contractors and discusses compensation Lists employees and independent contractors and discusses compensation Names, Avg. hours, qualifications, and duties of current Board of Directors Conflict of Interest and Compensation Approval Policies Volunteer & Hiring Policy describes scope and limits of non-fixed compensation payments Conflict of Interest and Compensation Approval Policies Describes scope and limits of nonfixed compensation payments Conflict of Interest and Compensation Approval Policies Educational Travel Grant Policy describes grants provided to individuals Admissions Policy describes selection of individuals Code of Conduct & AntiDiscrimination Policy describes selection of individuals Describes goods and services provided to individuals African-led Charities Policy describes selection of organizations
Exhibit E: Covalent Global Brief Exhibit F: Theory of Social Change Exhibit G: Covalent Global Capital Officers, Directors, and Trustees Exhibit H: Covalent Global Capital Employees and Independent Contractors Exhibit H: Covalent Global Capital Employees and Independent Contractors Exhibit I: Current Board of Directors
Part V Line 1c
Part V Line 3a
Part V Line 5a
Part V Line 6a
Exhibit B: Bylaws Article IX Conflict of Interest and Compensation Approval Policies Exhibit D: Covalent Global Policies and Practices 11 Volunteer & Hiring Exhibit B: Bylaws Article IX Conflict of Interest and Compensation Approval Policies Exhibit D: Covalent Global Policies and Practices 11 Volunteer & Hiring Exhibit B: Bylaws Article IX Conflict of Interest and Compensation Approval Policies Exhibit D: Covalent Global Policies and Practices 05 Educational Travel Grant Exhibit D: Covalent Global Policies and Practices 02 Admissions Exhibit D: Covalent Global Policies and Practices 01 Code of Conduct & AntiDiscrimination Exhibit C: Narrative Description of Activities Exhibit D: Covalent Global Policies and Practices 06 African-led Charities
Part V Line 6a
Part VI Line 1a
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Exhibit Exhibit D: Covalent Global Policies and Practices 03 Fellowship, Loan, Stipend Exhibit C: Narrative Description of Activities Exhibit D: Covalent Global Policies and Practices 02 Admissions Exhibit D: Covalent Global Policies and Practices 06 African-Led Charities Exhibit D: Covalent Global Policies and Practices 04 Endowment Exhibit D: Covalent Global Policies and Practices 05 Educational Travel Grant Exhibit J: Fundraising Exhibit K: Fundraising Jurisdiction Chart Exhibit C: Narrative Description of Activities Exhibit D: Covalent Global Policies and Practices 08 Due Diligence Exhibit D: Covalent Global Policies and Practices 06 African-Led Charities Exhibit F: Theory of Social Change Exhibit D: Covalent Global Policies and Practices 06 African-Led Charities
Part VI Line 2 Part VI Line 2 Part VIII Line 4a Part VIII Line 4d Part VIII Line 6a Part VIII Line 6a
Description Fellowship, Loan, Stipend Policy describes funds provided to organizations Describes goods and services provided to organizations Admissions Policy describes selection and limitation of individuals African-Led Charities Policy describes selection and limitation of organizations Describes selection of endowment awarded support Describes selection criteria for educational travel grant awards Description of each fundraising program Describes fundraising jurisdiction activity Describes work, including economic development activities Describes due diligence support that includes economic development activities African-Led Charities Policy describes economic development activities Theory of Social Change describes economic development activities Describes who benefits from economic development activities and how the activities promote exempt purposes Describes who benefits from economic development activities and how the activities promote exempt purposes Intellectual Property Policy describes who owns or will own any copyrights, patents, or trademarks, whether fees are or will be charged, how the fees are determined, and how any items are or will be produced, distributed, and marketed. Intellectual Property Policy describes each type of contribution, any conditions imposed by the donor on the contribution, and any agreements with the donor regarding the contribution. African-Led Policy describes scope of work in foreign countries Names countries with operations and the regions within the countries
Exhibit D: Covalent Global Policies and Practices 06 African-Led Exhibit C: Narrative Description of Activities
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Exhibit Exhibit C: Narrative Description of Activities Exhibit D: Covalent Global Policies and Practices 06 African-Led Exhibit D: Covalent Global Policies and Practices 03 Fellowship, Loan, & Stipend Exhibit L: Additional Explanation and Comments Item 1: Grants, loans, or other distributions to organization(s) Exhibit L: Additional Explanation and Comments Item 1: Grants, loans, or other distributions to organization(s) Exhibit D: Covalent Global Policies and Practices 07 Transparency & AntiCorruption Exhibit D: Covalent Global Policies and Practices 03 Fellowship, Loan, & Stipend Exhibit D: Covalent Global Policies and Practices 02 Admission Exhibit D: Covalent Global Policies and Practices 01 Code of Conduct & AntiDiscrimination Exhibit D: Covalent Global Policies and Practices 08 Due Diligence
Description Describes operations in each country and region in which we operate African-Led Policy describes how your operations in each country and region further our exempt purposes Fellowship, Loan, & Stipend Policy describes how our grants, loans, or other distributions to organizations further our exempt purposes Identifies each recipient organization and any relationship between us and the recipient organization Describes the records you keep with respect to the grants, loans, or other distributions you make Further describes commitment to transparency and recordkeeping Describes our selection process
Part IX A Line 23
Part IX B Line 8
Exhibit L: Additional Explanation and Comments Item 1: Grants, loans, or other distributions to organization(s) Exhibit D: Covalent Global Policies and Practices 09 Counter-Terrorism Exhibit L: Additional Explanation and Comments Item 2: Close Connection with other Organizations Exhibit L: Additional Explanation and Comments Item 5: Part IX Financial Data - Itemized list of Exhibit L: Additional Explanation and Comments Item 6: Part IX Financial Data - Itemized list of depreciable and depletable assets Exhibit D: Covalent Global Policies and Practices 05 Educational Travel Grant Exhibit D: Covalent Global Policies and Practices 05 Educational Travel Grant
Describes our procedures for oversight of distributions that assure you the resources are used to further our exempt purposes, including whether we require periodic and final reports on the use of resources Ibid.
Ibid. Describes our planned work with closely connected organizations Itemized list for Lines 15 and 23
Schedule H Part I
Describes the types of educational grants we provide to individuals Describes the purpose and amount of your scholarships, fellowships, and other educational grants and loans that we award No educational loans
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Reference Line 1c Schedule H Part I Line 1c Schedule H Part I Line 1d Schedule H Part I Line 1e
Schedule H Part I Line 1f Schedule H Part I Line 3 Schedule H Part I Line 3 Schedule H Part I Line 3 Schedule H Part I Line 4a Schedule H Part I Line 4b Schedule H Part I Line 4c Schedule H Part I Line 4d
Exhibit Comments Item 3: No Educational Loans Exhibit D: Covalent Global Policies and Practices 03 Fellowship, Loan, & Stipend Exhibit C: Narrative Description of Activities Exhibit L: Additional Explanation and Comments Item 4: Solicitation and Announcement of Educational Travel Grants and Application Exhibit D: Covalent Global Policies and Practices 05 Educational Travel Grants Exhibit C: Narrative Description of Activities Exhibit L: Additional Explanation and Comments Item 4: Solicitation and Announcement of Educational Travel Grants and Application Exhibit D: Covalent Global Policies and Practices 05 Educational Travel Grants Exhibit D: Covalent Global Policies and Practices 05 Educational Travel Grants Exhibit D: Covalent Global Policies and Practices 02 Admissions Exhibit D: Covalent Global Policies and Practices 01 Code of Conduct & AntiDiscrimination Exhibit D: Covalent Global Policies and Practices 05 Educational Travel Grants Exhibit D: Covalent Global Policies and Practices 05 Educational Travel Grants Exhibit D: Covalent Global Policies and Practices 05 Educational Travel Grants Exhibit D: Covalent Global Policies and Practices 05 Educational Travel Grants
Description
Further information
Further describes solicitation or announcement materials Further describes solicitation or announcement materials Describes sample application
Provides the Educational Travel Grant Requirements Describes the specific criteria we use to determine who is eligible for your program Further describes eligibility Further describes eligibility
Exhibit D: Covalent Global Policies and Practices 05 Education Travel Grants Exhibit I: Current Board of Directors Exhibit B: Bylaws
Describes the specific criteria you use to select recipients Describes how we determine the number of grants that will be made annually Describes how we determine the amount of each of your grants Describes any requirement or condition that we impose on recipients to obtain, maintain, or qualify for renewal of a grant Describes our procedures for supervising educational grants. Describes our procedures for taking action if the terms of the award are violated Describes the selection committee for the awards made under your program Names current committee members Describes criteria for committee membership and the method of replacing committee members
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Narrative Description of Past, Present, and Future Activities Covalent Global Capital, Inc. (Covalent Global Capital, Covalent Global, or in context, Covalent) operations will consist primarily of providing philanthropic education to donors in America and providing due diligence and grant monitoring for 501(c)(3) international grantmaking institutions in Africa. Covalent Global also acts as an information resource for African-led charities and donors in America. Covalent Globals philanthropic education is open to the public through nondiscriminatory admissions and provides an onsite orientation and intensive learning session. Online and remote learning modules, speeches, and lectures by Covalent staff and a wide array of experts and charities working in fields such as philanthropy, international aid, and Africa then follow. At the end of the education program the admitted individual will make an advisory recommendation for a grant to an African-led charity at a separate 501(c)(3) international grantmaking organization that has partnered with Covalent Global. Covalent Global will conduct due diligence and grant monitoring services for the partner organization and the donor-advisor. Covalent Global Capital will charge fees for the education and grant monitoring services it provides. The charge to admitted donor-advisors are below cost, on average, and will constitute a significant source of revenue for Covalent Global Capital. Covalent Global Capital provides financial aid to cover the remaining service costs and to support the donor-advisor decisions of the admitted individuals. The financial aid support is drawn from donations to an endowment that Covalent Global Capital holds and is an essential part of Covalent Global giving programs and source of revenue. Covalent Global also provides a need-based travel grant to attend orientation and the initial educational sessions. Essentially, endowment contributions allow donors to Covalent Global Capital to give to African-led charities in a responsible manner by supporting the donor-advisor decisions of admitted individuals as well as the due diligence and grant monitoring services of Covalent Global Capital. For more information please read, in its entirety, Exhibit D: Covalent Global Policies and Practices. Covalent Global will also act as an information resource for African-led charities. We will produce and collect files, documents, publications, pictures, video, and recorded messages that support the dissemination of information about charitable causes, projects, issues, activities, policies, practices, and members. This enables charities to become better informed on both a national and international level. It also supports our work as a provider of due diligence and grant monitoring services. Initial operations will begin in Kenya and Covalent Global aims to provide access throughout the country. Our international operations are limited to African countries and we seek to provide program expansion on a countrywide basis and will expand programs when appropriate. Covalent Global has not solicited funds but has collected very limited funds through its website from close assocates. Covalent Global plans to raise funds for its endowment after obtaining 501(c)(3) status as a public charity and approval to solicit funds in the appropriate jurisdiction. Covalent Global Capital giving programs are planned to begin
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approximately 1 year from obtaining 501(c)(3) status. Thus Covalent Global has not advertised or made public notice of this program. It plans to make public notice and advertise appropriately at a time closer to the beginning of the program. Covalent Global has been and is currently run entirely by a volunteer Board of Directors. With adequate funding, Covalent Global will transition this original Board to paid staff and officer positions and they will then hold non-voting Board positions. Meanwhile, Covalent Global will expand the number of voting board members to provide quality governance of the organization. Covalent Global Capital adopted bylaws that require all voting Board members to be volunteers that do not receive salary. Since organizing in November 2008, Covalent Global has successfully worked with over 350 community-based, self-help charities in Kenya, surveyed and discussed public goods and post-conflict effects with communities in 10 villages, and worked with foundations and a wide array of philanthropy experts to develop an exclusive giving program that addresses some of the most important problems in America and across Africa. We have developed a mobile communication system called PamojaConnect to link people and charities in the poorest areas of Africa to the Internet and Social Media. The collective voice of people in urban slums, rural villages, and remote towns has become one of the most followed Twitter accounts out of Africa. For additional information please see: Exhibit D: Covalent Global Policies and Practices Exhibit E: Covalent Global Brief Exhibit F: Theory of Social Change Website: http://www.covalentglobal.org
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PRACTICES & POLICIES: 01 Code of Conduct & Anti-Discrimination (pg. 1) 02 Admissions (pg. 2) 03 Fellowship, Loan, & Stipend (pg. 3) 04 Endowment (pg. 6) 05 Educational Travel Grants (pg. 9) 06 African-led Charities (pg. 10) 07 Transparency & Anti-Corruption (pg. 10) 08 Due Diligence (pg. 12) 09 Counter-Terrorism (pg. 13) 10 Privacy (pg. 14) 11 Volunteer & Hiring (pg. 14) 12 Intellectual Property (pg. 16) 13 Conflict of Interest (pg. 18)
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2 - ADMISSIONS
Admissions and participation in a Covalent Global Giving program is open to the public-atlarge and is a collaborative effort among Covalent Global, the applicant, and the international grantmaking organization. We look for applicants that demonstrate talent and leadership potential. Although there are no formal education requirements, admissions is a highly selective process based on achievement and social responsibility. To ensure a high-impact learning and grantmaking experience, we select strong candidates from diverse backgrounds and experiences. We deliberately design our programs to encourage individual growth and to foster productive interaction among participants, industry and field experts, African communities, and African-led charities. Program-Specific Requirements Each Covalent Global Giving program establishes its own admissions requirements. Each Covalent Global Giving program bases its admission decisions on the quality of the
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compliance with Code of Conduct & Anti-Discrimination policy of Covalent Global Capital. b. An endowment award fund or account may further define the applicant pool by academic standards, financial need, residency, organization or field of interest or graduation from a specific school(s). An endowment award fund may also define the applicant pool by individuals currently admitted into a Covalent Global Giving program. Using religion, race, ethnic origin or gender as criteria for an award is not allowed; however, an endowment award fund may affirmatively seek to attract qualified persons of diverse backgrounds. c. Applicants directly related to any member of the endowment award selection committee are not eligible for awards. d. Endowment awards must be for educational activities and grant making
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have an Award Selection Committee consisting of three to seven individuals. b. To ensure compliance with federal law known as the Pension Protection Act of 2006 (PPA), no Award Selection Committee may be controlled by a donor or parties related to a donor with respect to any of the awards by the Committee. Donor shall include anyone reasonably determined by Covalent Global Capital to be covered by the provisions of the PPA, and shall include (i) family members in the case of a fund established by such family; (ii) family members of a deceased individual in the case of a memorial fund; (iii) members of a professional or alumni group which sponsors a scholarship; and (iv) employees of a corporation in the case of a fund established by the corporation. To ensure that an Award Selection Committee is not controlled by a donor, less than 50% of the membership of the Award Selection Committee may be a donor, family or employees of the donor, or individuals who serve in an advisory capacity to the donor, with respect to any fellowship to be awarded by such Award Selection Committee. c. Annually, on a schedule to be determined by Covalent Global Capital, each Fund Advisory Committee shall nominate individuals to participate on the Funds Award Selection Committee. d. Annually, Covalent Global Capital will appoint the Award Selection Committee for each Affiliated Fund. While the nominations made by the Fund Advisory Committee will be taken into account, Covalent Global Capital in its sole discretion will select the Award Selection Committee members. III. Procedures for Making Awards a. The affiliated fund should widely publicize the availability of awards. b. Application forms produced by the affiliated endowment award fund and
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4 - ENDOWMENT
Purpose & Type of Endowment Funds This policy is intended to establish administrative processes to accept and administer gifts to a Covalent Global endowment fund in a fiduciary prudent and efficient manner. An endowment is established with a gift, which comprises the corpus or principal of the endowment. The corpus is invested, and the income or the capital gain is used to fund a project or need. Covalent Global Endowments are either permanent, term, or quasiendowments. Permanent endowments are assets designated by the donor to be held in perpetuity. The principal of these endowments is not spent. Earnings and capital gains are expended in accordance with the terms and conditions established by the donor. It should be recognized that the principal may decline during unfavorable market conditions. Term endowments are established when the donor specifies that the endowment shall terminate following a particular date or event and that the principal of the endowment may be expended in accordance with the terms and conditions specified by the donor. Term endowments hold the advantage of having a higher payout, as the endowment principal is expended along with earnings and capital gains according to a predetermined schedule. Covalent Global may set aside funds as to be maintained as quasi-endowments and will specify the use of the assets and spendable income, and set other terms and conditions relating to the fund. Covalent Global Capital may change the terms and conditions of the endowment or terminate the endowment. Gifts to Establish Endowments A written donative instrument should be provided for each new endowment fund established. This instrument would provide: A statement providing that additions to the endowment from any other person or entity, unless prohibited, are made subject to the provisions of the donative instrument, and
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6 - AFRICAN-LED CHARITIES
Covalent Global Capital monitors grants to and limits its international efforts substantially to working with African-led charities. The term African-led refers to organizations operated, supervised, or controlled by or in connection with citizens or refugees of African countries. The term charities follows the regular interpretation of 26 U.S.C 501(c)(3) and 170(c) (2)(B) and explicitly excludes organizations that carryout substantial lobbying and efforts to influence public elections.
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9 - COUNTER-TERRORISM
Executive Order 13224, the Patriot Act, and related laws, compels Covalent Global Capital to establish affirmative steps to assure its support does not end up in the hands of terrorists. Therefore, Covalent Global Capital has adopted explicit counter-terrorism measures. Covalent Global Capital has not provided, and will not provide, material support or resources to any individual or entity (or an agent) that it knows or has reason to know advocates, plans, sponsors, engages in, or has engaged in terrorist activity. Covalent Global Capital requires an applicant for support or funding to state that it has not provided, and will not provide, material support or resources to any individual or entity (or an agent) that it knows or has reason to know advocates, plans, sponsors, engages in, or has engaged in terrorist activity. Violation of this agreement is grounds for unilateral termination of all the agreements by Covalent Global Capital and compels us to seek prompt corrective action and enforcement of all applicable laws. Covalent Global Capital due diligence checks that the members of participating charities and their donors are not identified terrorists through up-to-date international terrorist lists. These lists currently include: the Dept. of Justice, the Dept. of Treasury, the UN Security Council Resolutions 1267 and 1390, EU Regulation 2580, and other official lists available. Furthermore, Covalent Global Capital adheres to the U.S. Treasury's guidelines for voluntary best practices. Covalent Global Capital conducts extensive due diligence concerning all organizations and individuals with which it transacts its affairs, including not just foreign grantee organizations and partners but also foreign vendors and financial institutions used in carrying out foreign grantmaking and programming.
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12 - INTELLECTUAL PROPERTY
Article I: Purpose The aim of this policy on patents, copyrights, and other Intellectual Property is to make available Covalent Globals technology and information to industry and others for the public benefit in support of its exempt purposes, while providing recognition to individual authors/inventors and encouraging the prompt and open dissemination of information. Article II: Ownership The rights in patentable inventions, mask works, tangible research property, trademarks, and copyrightable works, including software ("Intellectual Property"), made or created by Covalent Global Capital directors, officers, staff, and admitted individuals, and others participating in Covalent Global programs, including visitors, are as follows: 1. Inventor(s)/author(s) will own Intellectual Property that is: a) not developed in the course of or pursuant to a sponsored research or other agreement; and b) not created as a "work-for-hire" by operation of copyright law as defined, in part, as a work prepared by an employee within the scope of his or her employment and
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13 - CONFLICT OF INTEREST
The following policy has been adopted by the Board of Directors of Covalent Global Capital in Article IX of its bylaws. Article I: Purpose The purpose of this conflict of interest policy is to protect this tax-exempt corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Sec-
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4. Violations of the Conflicts of Interest Policy a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. b. If, after hearing the members response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Article IV: Records of Proceedings
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mittee prior to the first payment of compensation; b. all members of the board or compensation committee who approve compensation
arrangements must not have a conflict of interest with respect to the compensation ar-
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the person who is the subject of the compensation arrangement; 3. does not receive compensation or other payments subject to approval by
the person who is the subject of the compensation arrangement; 4. ment; and 5. does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member. c. the board or compensation committee shall obtain and rely upon appropriate data has no material financial interest affected by the compensation arrange-
as to comparability prior to approving the terms of compensation. Appropriate data may include the following: 1. compensation levels paid by similarly situated organizations, both taxable
and tax-exempt, for functionally comparable positions. "Similarly situated" organizations are those of a similar size, purpose, and with similar resources; 2. tion; 3. current compensation surveys compiled by independent firms; the availability of similar services in the geographic area of this organiza-
4. actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement; As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to compa-
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during debate on the transaction, those who voted on it, and the votes cast by each board or committee member; 3. obtained; 4. If the board or compensation committee determines that reasonable the comparability data obtained and relied upon and how the data was
compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination; 5. If the board or committee makes adjustments to comparability data due
to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting; 6. any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement); 7. The minutes of board or committee meetings at which compensation
arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete
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I traveled down the North Rift Valley, Kitale to Nakuru. Kitale is near Mt. Elgon, where that day a news ticker read: 62 bodies found in Mt. Elgon forest. Was this post-election murders or militia with arms from the Sudan-Uganda boarder, I dont know. This received little to no additional coverage, 62 bodies. 62 bodies is less of a concern than the corrupt sale of a hotel? From Kitale to Nakuru, seeing thousands of people living in thousands of tents displaced from the post-election violence that rocked Kenya many months ago. In Nakuru, I watch from a balcony as a man is savagely beaten by a club-bearing store guard in
Kenya: Kitale to Nakuru
front of a crowd of at least 50 street-goers. His face entirely red as he screams painfully, helplessly in front of all. His shirt soaked in so much blood. My outrage over such injustice is quickly channeled into the common insular desire -- that will not happen to me or anyone I love. All this before I am to speak with community organizers. I will not tell them what they have done wrong. I will not tell them what they need to do. I will not even mention the bodies in the forest, the IDPs, or the public savagery. I dont have the solution to improve their lives, their communities, their country. They do. I am here to see that they have the opportunity to improve society from within, with their own solutions. I am here to see that they gain access to funds from a place where giving is so opportune (America) because they live in a place where society holds tremendous potential for improvement (Africa). That is why I started Covalent Global Capital. Covalent Global Capital operates in ways that are truly innovative to philanthropy and uniquely important to Africa. With Covalent Global, select donors are able to leverage their donations financially and internationally to have a recognizable impact on global poverty. What has been the exclusive domain of multimillion dollar foundations, the ability to conduct international giving with a local and foreign presence, is now possible with Covalent Global. Our work supports charities in urban slums, rural villages, and remote towns in Africa enabling them to provide public goods and charitable services to the most impoverished communities (their own). Jason Higbee Executive Director & Founder
Covalent Global supports charity networks by providing timely information on charities and their communities. For instance, through mailings to community leaders, village chiefs, and smaller charity networks, communities and charities are aware of programs going on through-out the country. Travel through-out the country is often far too costly for most community charities, but through Covalent Global publications they can be aware of others working in their fields of interest. This fosters learning and improvement through effective knowledge reuse. Covalent Global provides information and network support; however our marque service is that we provide a link to international funding. The many problems these communities face are often more basic than might be expected and what is needed is often not supplies or volunteers, its money. It is incredibly hard to get money into African-led charities; however it is this support that is critically needed and can have the greatest social impact. Unlike others, our approach is not to fund charities. We dont decide which charities receive funding and which do not; such actions would conflict with our ability to collect and distribute reliable information. Our approach is to be an intermediary. Covalent Global assists partner foundations with due diligence and grant monitoring that meets and exceeds stringent compliance standards. This enables grant funds to flow directly from donor foundations to their intended charity.
provement through African-led charities. These charities are most often community-based and extremely underfunded, yet they function in relatively well-developed networks. We have tapped these networks and designed a system around grassroots charity groups in urban, rural, and remote areas. This can provide access to thousands of charitable projects within a single country. This reach is achieved by using practical and local technologies, such as cell phones and postal mail rather than computers. Our unique local-based approach also improves communication with donors and protects against corruption. In America, recent philanthropic and demographic shifts namely donor advised funds (DAFs) and the beginning of a massive intergenerational transfer of wealth show an immense potential for social improvement. With their tremendous popularity and formal recognition by the U.S. Treasury, DAFs now have the potential to give internationally through the same means as foundations. We unlock this potential by partnering with DAFs to enable select individual donors to leverage the international and financial resources of Covalent Global Capital for highly effective grants. These diverse individual actions creates collective learning and dynamic social improvement.
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Covalent Global Capital Officers, Directors, and Trustees Covalent Global Capital does not have any trustees. Officers and Directors are listed below.
Name Jason Higbee Title(s) Executive Director, CEO, Chairperson, Voting Board member Development Director, Secretary, Clerk, Voting Board member Creative Director, Treasurer, Voting Board member Mailing Address 18 Tremont Street, Suite 146 Boston, MA 02108 18 Tremont Street, Suite 146 Boston, MA 02108 18 Tremont Street, Suite 146 Boston, MA 02108 Compensation* None (67,000)
Greg Snyders
None (63,000)
Paul Allen
None (15,000)
*This initial founding board is entirely volunteer and is transitioning to paid officer and staff positions, upon adequate fundraising. Covalent Global Capital has adopted a policy of having an unpaid, volunteer Board as described in the adopted Bylaws (Exhibit B). As this corporation transitions to paid officers and staff those individuals will be required to relinquish their Board member voting powers; however they can remain non-voting Board members.
Officers Compensation
The Board of Directors has not determined the compensation of the officers, if any. Any such compensation will be reasonable and will be paid in return for the performance of services related to the tax-exempt purposes of the corporations and in compliance with the adopted Conflict of Interest policy. The table presents a good faith estimate of total compensation of each officer will receive once Covalent Global Capital has achieved adequate funding and transitions to paid officers and staff. However, compensation has yet to be determined and will be done so by parties that are free of Conflicts of Interest as stated in the Adopted Bylaws.
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determined it is vital to hold strategic planning session once every 3 or 4 years in person. Therefore, the Board has adopted a method of least cost reimbursement to hold these meetings. The meetings will be held at the offices of Covalent Global Capital (Boston, MA USA or Nairobi, Kenya). The reimbursement is determined based on a least cost location method. If the Board wants to hold the meeting in Nairobi, but it would cost less to hold the meeting in Boston then total Board reimbursement for holding the meeting in Nairobi cannot exceed the cost of holding the meeting in Boston. Therefore, depending on chosen location of the meeting the actual reimbursement might only constitute a partial reimbursement.
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Employees This corporation is newly formed and has not yet hired employees nor determined the amount of compensation to pay employees it may hire. However, all compensation will be reasonable and will be paid to employees in return for furthering the exempt purposes of this nonprofit corporation and comply with the adopted Conflict of Interest policy. Independent Contractors This corporation is newly formed and has not yet developed plans to pay independent contractors and has not paid independent contractors nor determined the amount of compensation to pay independent contractors it may hire. However, all compensation will be reasonable and will be paid to employees in return for furthering the exempt purposes of this nonprofit corporation and comply with the adopted Conflict of Interest policy.
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Chairperson: Jason Higbee Avg. hours worked per week: 40 hours Qualifications: See C.V. below Duties: See Bylaws (Article III, Section 4) Secretary/Clerk: Greg Snyders Avg. hours worked per week: 10 hours Qualifications: See C.V. below Duties: See Bylaws (Article III, Section 4; Article IV, Sections 8 9) Treasurer: Paul Allen Avg. hours worked per quarter: 25 hours Qualifications: See Bio below Duties: See Bylaws (Article III, Section 4 & Article IV, Section 6)
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GREG SNYDERS
greg@covalentglobal.org +001 734 717 5280
[EXPERIENCE]
COVALENT GLOBAL CAPITAL Boston, MA Development Director 2008 Present
Assisted start-up operations of innovative non-profit organization that enables direct personal giving to local African grassroots organizations at the source of community solutions in resource-constrained settings. Conducted surveys in western Kenya through 10VillagesTM program to help donors identify gaps in public services.
THE WORLD BANK Juba, Sudan & Cambridge, MA Consultant, Sudan Country Economic Memorandum Spring 2009
Performed growth diagnostic analysis in Southern Sudan through assessment of binding constraints to private sector investment and economic growth in post-civil conflict country. Assessed Sudans fiscal sustainability and macroeconomic position, and provided high-frequency oil revenue modeling tool and recommendations for improved fiscal.
GOVERNMENT OF SOUTHERN SUDAN Juba, Sudan Intern, Ministry of Finance & Economic Planning Summer 2008
Advised post-civil conflict government on budget planning matters, identifying spending priorities and strategies for development in health, agriculture, environment and a dozen other government agencies. Spearheaded analysis of fiscal sustainability and oil revenue management of Southern Sudan, and created presentation for high-level council of ministers.
FEDERAL RESERVE BANK OF SAN FRANCISCO San Francisco, CA Research Associate, International Economics 2004 2005
Assisted international economists with economic research: focused on diffusion of technology to developing countries and fiscal sustainability in emerging markets. Prepared policy briefings on global macroeconomic conditions and financial markets for participants in Federal Reserve FOMC interest rate meetings.
U.S. DEPARTMENT OF STATE Abu Dhabi, UAE Intern, Abu Dhabi Embassy Summer 2004
Served as a procurement agent for a U.S. Embassy in the Middle East, negotiating purchases of office, industrial, and residential supplies and services.
[EDUCATION]
MIT SLOAN SCHOOL OF MANAGEMENT Cambridge, MA Candidate for MBA, June 2010, 2008 Present HARVARD KENNEDY SCHOOL OF GOVERNMENT Cambridge, MA Candidate for MPA/International Development, June 2010, 2007 Present UNIVERSITY OF MICHIGAN Ann Arbor, MI BSE in Industrial & Operations Engineering and BA in Economics 1999 2004
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Jason L. Higbee 532 Glenalda Ct SE, Lacey, WA T: 415.630.0010 (cell) - 617.379.3805 (work) E: j@sonhigbee.com Covalent Global Capital, Boston MA & Nairobi, Kenya (May 2008 Present) Executive Director Co-directed a survey of 10 African communities to improve donor education and grantmaking on public goods and service needs (supported by the Public Service Center MIT) Created PamojaConnect to bridge the cultural and technology gap between America and Africa allowing African communities and charities access to online social networks and provide 2-way communication using low-end mobile phones Developed Covalent Global from idea to functional plan by working with philanthropy experts, foundations, donor advised funds, and 354 African-led charities in urban slums, rural villages, and remote towns Analysis Group, Menlo Park CA & San Francisco CA (March 2007 April 2008) Analyst (Consultant) Provided economic and strategic consulting for Fortune 500 companies and major litigation cases SEC investigation of General Motors conducted analysis of pension pricing in equity markets Evolution of the U.S. health care system evaluated strategic scenarios and identified market drivers of medium to long-run changes in the U.S. health care system for top executives Valuation of anti-trust damages provided programming and analysis on anti-trust violations in the utility industry in support of expert testimony by a Stanford University Professor Federal Reserve Bank of St. Louis, St. Louis MO (July 2003 February 2007) Senior Research Associate, Banking and Financial Markets Group Provided research assistance in Banking, Financial Markets, and Monetary Policy Supported and advised leading Economists and public officials on articles, commentary, policy studies (e.g. FOMC-related), and market-moving speeches Lead an extreme value study of large complex financial institutions, estimating failures of major banks and systemic risk Authored and published articles in academic journals Pacific Lutheran University, Tacoma WA (September 1999 May 2003) B.A. Chemistry; B.A. Economics, Mathematical Economics cum laude, GPA: 3.54/4.00 (Econ.: 3.97; Chem.: 3.41) Economics Thesis, Valuation of Money Center Banks (received highest honors) Chemistry Thesis, Monte Carlo Simulation of Polymer Blends (received National Science Foundation and Murdock Charitable Trust fellowships) President, Chemistry Club, 20002001, wrote and received an American Chemical Society grant to improve the local environment through Chemistry research; revived member participation Additional Information Software: Excel (Pivot Tables, Macros-VBA), Powerpoint, Web Development (PHP, MySQL, JavaScript), Word, WebEx, SAS, R, and more (Mac, PC, and Linux) Most Recent Publication: Foreign Exchange Volatility is Priced in Equities, with H. Guo and C. Neely, Financial Management, Winter 2008, 37(4), pp. 769-90. (+3 more publications)
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Bio: Paul Allen Paul is the Creative Director at Covalent Global Capital. He is a leading graphic designer and publication illustrator working for The Elk Foundation. Paul carries an extensive portfolio of work as freelance designer creating billboards and brochures for business and local government programs. Paul holds a B.A. in Design from Pacific Lutheran University.
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Fundraising
Do you or will you undertake fundraising? If Yes, check all the fundraising programs you do or will conduct. Covalent Global Capital conducts fundraising on its own behalf to further its charitable purpose, through its use of employees, volunteers, as well as directors and officers of the organization. It does not conduct fundraising for specific organizations, nor does it have other organizations conduct specific fundraising on its behalf. The methods and programs of fundraising are as follows. Mail solicitations: As opportunities permit, we will mail flyers and brochures to individuals and organizations. These flyers and brochures will contain: o Information about the Organization: how it was created, its charitable purpose, its mission, etc. o Information about the Organizations services: Covalent Global Giving Programs, informational resources, ongoing work and progress, etc. o Information about how the recipient of the information may contribute to further the purposes of Covalent Global Capital Information about how to contact the Organization Email solicitations: As opportunities permit, we will email flyers and brochures to individuals and organizations. These flyers and brochures will contain information similar to that listed in our mail solicitations. Phone solicitations: As opportunities permit, we will place phone calls to individuals and organizations. These calls will mention information similar to that listed in our mail solicitations. Personal solicitations: As opportunities permit, representatives of Covalent Global Capital will attend formal and informal meetings, events, and conferences to promote the products and services offered and provide opportunities to how they may contribute to further the purposes of Covalent Global. As an example, Covalent Global Capital will seek opportunities via charity networking relationships to provide presentations of our work. Foundation grant solicitations: Covalent Global will seek contributions from private and public foundations that further the mission of the organization. As an example, the Organization will solicit donations from private foundations that seek to provide funding for indigenous groups in Africa. Accept donations on your website: As opportunities permit, Covalent Global will make available to contributors an electronic method to accept donations. Such methods include accepting credit card information with stated contributions as directed by the contributor. Contributors may also use the contact information on the web site to send donations by mail. Receive donations from another organizations website: As opportunities permit, the Organization will accept donations made through another organizations website. Such methods may include, but are not limited to, listings on Guidestar and Network For Good websites. Contributors may also use the contact information on another organizations web site to send donations to Covalent Global Capital by mail. Government grant solicitations: As opportunities permit, Covalent Global will seek contributions from government agencies that further the mission of the organization. As an example, Covalent Global Capital will solicit donations from federal government agencies that seek to provide funding for international development.
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Covalent Global Fundraising Chart Covalent Global Capital does not conduct fundraising for any organization other than itself irrespective of jurisdiction. Jurisdiction Currently conducts fundraising for Covalent Global? NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO NO Will conduct fundraising upon jurisdiction approval? YES NO NO YES YES YES YES YES YES YES YES YES NO NO YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES YES
Alabama Alaska American Samoa Arizona Arkansas California Colorado Connecticut Delaware District of Columbia Florida Georgia Guam Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mexico New York North Carolina North Dakota
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Jurisdiction
Will conduct fundraising upon jurisdiction approval? NO YES YES YES YES NO YES YES YES YES YES YES YES YES NO YES YES YES YES
Northern Marianas Islands Ohio Oklahoma Oregon Pennsylvania Puerto Rico Rhode Island South Carolina South Dakota Tennessee Texas Utah Vermont Virginia Virgin Islands Washington West Virginia Wisconsin Wyoming
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Item 1: Grants, loans, or other distributions to organization(s) The recipient organization(s) to administer the grantmaking to African-led charities and carryout administration of Covalent Global Fellowship programs has yet to be determined. The recipient organization(s) will be chosen according to and will comply with Covalent Global Capital Policies and all applicable law. Covalent Global Capital will keep records of its contributions to recipient organizations that detailing the intentions, restrictions, date, and amount of the contributions. Covalent Global Capital provides due diligence and grant monitoring services for grants made from the funds, that assure you the resources are used to further its exempt purposes, including periodic and final reports on the use of resources and results of the programs Item 2: Close Connection with other Organizations Covalent Global Capital is considering forming a supporting organization that manages the endowed-assets, endowment distributions, and receives endowment contributions. Item 3: No Educational Loans Covalent Global Capital does not provide educational loans. Covalent Global does provide financial aid loans, which are in many ways similar to loan, but importantly, they operate in ways that are quite different from a loan. For instance, Covalent Global financial aid loans do not benefit the awarded individual financially; rather they support the charitable giving decisions of the awarded individual. For further information see Exhibit D: Covalent Global Policies and Practices 04 Fellowship, Loan, & Stipend Item 4: Solicitation and Announcement of Educational Travel Grants and Application Solicitation and announcement materials for educational travel grants have yet to be produced. When appropriate, their production will follow procedures outlined in Exhibit D: Covalent Global Policies and Practices 05 Educational Travel Grants and mentioned in Exhibit C: Narrative Description of Activities. The application for the educational travel grants has yet to be produced it will include the requirements outlined in Exhibit D: Covalent Global Policies and Practices 05 Educational Travel Grants
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Item 5: Part IX Financial Data - Itemized list of expenses Part IX A. Financial Data Lines 15 and 23
Type of revenue or expense Current tax year 11/04/08 03/31/09 3 prior tax years or 2 succeeding tax years 03/31/09 03/31/10 03/31/11 03/31/10 03/31/11 03/31/12
15 Contributions, gifts, grants, and similar amounts paid out (itemized list below) 0 Educational Travel Grants Grants to 501(c)3 International Grantmaking Organization 23 Any expense not otherwise classified, such as program services (itemized list below) Computer Equipment Office Equipment & Furniture Registered Agent Fee 0 0 0 76,000 16,000 76,000 16,000
60,000
60,000
Item 6: Part IX Financial Data - Itemized list of depreciable and depletable assets
Part IX B. Financial Data Line 8
Item Computer Equipment Total Value 205 205
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