| Notes |
From: Renner, Jamie
To:
Cc: Mishaan, Jessica
Subject: Your Public Records Request
Date: Thursday, July 23, 2020 4:19:46 PM
Attachments: 7-23-20 PRA Response re MC.zip
Mr. Heck:
Attached are documents responsive to your Public Records Request regarding Marlboro College. As
follow up to my correspondence of July 20, they consist of documents provided to our Office by
Marlboro College on July 15, 17, and 18, and by Democracy Builders on July 18 (within the last 10
business days).
They likewise consist of correspondences sent to, and/or documents provided to, our Office by
Marlboro College and Democracy Builders on July 20 (within the last 3 business days).
Please note:
Pursuant to 1 V.S.A. 317(c)(7), the names of an individual donors to Marlboro College have
been redacted from these documents.
One of the attached records is chain of emails that includes a correspondence from Marlboro
College’s counsel to my Office on July 19. That email attached documents. Consistent with my
correspondence to you of July 20, those documents remain under review for potential
withholding/redaction.
Consistent with my correspondence to you of July 20, we continue to review for potential
withholding/redaction certain other of the documents provided to our Office by Marlboro
College on July 15 and 17.
If you feel that any redaction has been made in error, you may appeal directly to Deputy Attorney
General Joshua Diamond.
Regards,
Jamie
Jamie Renner
Assistant Attorney General
Office of the Vermont Attorney General
109 State Street, Montpelier, VT 05609
Dir: 802-828-5947
From: Seth Andrew
To: AGO - Info
Cc: Curtis, Christopher; Renner, Jamie; jmcmahan@dinse.com; Neil Lefkowitz; Tara Gorman; Daniel Richardson;
Kevin Ellis
Subject: Re: Marlboro College contract with Democracy Builders Fund, Inc.
Date: Monday, July 20, 2020 3:05:23 PM
Attachments: Screen Shot 2020-07-20 at 2.54.45 PM.png
Screen Shot 2020-07-20 at 2.54.29 PM.png
Invoice.pdf
Package.pdf
EXTERNAL SENDER: Do not open attachments or click on links unless you recognize
and trust the sender.
To Whom it May Concern.
The email below is incorrect, as has been almost every assertion and correspondence to your
office about Democracy Builders since we arrived in Vermont. I have attached our Certificate
of Good Standing from February, when we last received one, and again from today, which we
requested Delaware to prepare for what we hope will be a closing this week.
Once we own the campus, we intend to begin any regulatory processes in Vermont.
Seth
On Mon, Jul 20, 2020 at 2:21 PM Martin Heck <martin@savevermontcolleges.org> wrote:
Mr. Attorney General Donovan,
I feel that the attached documents shed some light on the situation with the entity called Democracy Builders
Fund, Inc, the present entity that entered into a purchase and sale agreements with The Corporation of Marlboro
College for the College campus .
As you can see by the attached documents, the entity once known as Democracy Builders Fund, Inc. no longer
exists in its home state of Delaware. According to the NY SOS, once it was terminated in DE it should have been
terminated also in NY: Mr. Andrew appears to have restarted its charter DE but had to do it under a very slightly
different name know as Democracy Builders Fund I, Inc. I also sent my request to Seth Andrew via email :
"sandrew@democracybuilders.org" <sandrew@democracybuilders.org>
The very slight change appears to have gone unnoticed or written off as a typo error by the IRS and the STate of
NY. However the result is that Democracy Builders Fund, Inc, can no longer legally exist in NY in its current
status as a foreign entity if its domestic entity in DE no longer exists. Additionally, it seems when the IRS catches
up with this they will once again revoke the 501c3 status of Democracy Builders Fund, Inc, if they haven't already.
Under the law, Democracy Builders Fund should provide 990s and other documents requested by the public. I
attach a copy of my letter to their official address sent by certified mail, along with the USPS tracking
information. The address listed by Democracy Builders Fund as their place of business no longer exists, however
they still list it as their place of business. They do not seem to be legally established in NY, DE or VT at this point
and as such cannot engage in this transaction for this reason and many others.
I feel the AGO has an obligation to stop the purchase and sale agreement between Marlboro college and
Democracy Builders Fund, inc or whatever else they might be calling themselves today.
Martin Heck
__________________________________________
Martin Heck
Director
Save Vermont Colleges Corporation
P.O. Box 75
Putney, VT 05346
Tel: 802-689-2999
https://SaveVermontColleges.org/
___________________________________
PAGE 1 of 1 Service Request# 20206308536
8407757
DEMOCRACY BUILDERS FUND, INC.
2582 SOUTH ROAD
MARLBORO, VT 05344
ATTN: SETH ANDREW
07-20-2020
DESCRIPTION AMOUNTAMOUN
5485426 - DEMOCRACY BUILDERS FUND I, INC.
Entity Status - Short Form
Certification Fee $50.00
Expedite Fee, Two Hour $500.00
TOTAL CHARGES $550.00
TOTAL PAYMENTS $550.00
BALANCE $0.00
Delaware
The First State
Page 1
5485426 8300C Authentication: 203312238
SR# 20206308536 Date: 07-20-20
You may verify this certificate online at corp.delaware.gov/authver.shtml
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "DEMOCRACY BUILDERS FUND I, INC." IS
DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN
GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE
RECORDS OF THIS OFFICE SHOW, AS OF THE TWENTIETH DAY OF JULY, A.D.
2020.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CORPORATION
IS AN EXEMPT CORPORATION.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE
BEEN FILED TO DATE.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "DEMOCRACY
BUILDERS FUND I, INC." WAS INCORPORATED ON THE TWENTIETH DAY OF
FEBRUARY, A.D. 2014.
From: Jeff McMahan
To: Renner, Jamie
Subject: Landmark Trust - not confidential
Date: Monday, July 20, 2020 12:14:21 PM
EXTERNAL SENDER: Do not open attachments or click on links unless you recognize
and trust the sender.
Jeffrey J. McMahan
Dinse P.C.
209 Battery Street
Burlington, VT 05401
jmcmahan@dinse.com
802-859-7013 (direct)
802-343-5958 (mobile)
Disclaimer
CONFIDENTIALITY NOTICE: This email transmission may contain attorney/client privileged and confidential
information intended only for the individual or entity named above. Any dissemination, use, distribution,
copying or disclosure of this communication by any other person or entity is strictly prohibited. Should you
receive this transmission in error, please notify the sender by telephone (802-864-5751) and return the
original transmission to problem@dinse.com.
This email has been scanned for viruses and malware, and may have been automatically archived by
Mimecast Ltd.
From: Jeff McMahan
To: Renner, Jamie
Subject: Re: Numbers
Date: Monday, July 20, 2020 9:18:59 AM
Attachments: image001.jpg
EXTERNAL SENDER: Do not open attachments or click on links unless you recognize
and trust the sender.
Jamie -
Estimated to be about $8.5 million.
Jeff.
Jeffrey J. McMahan
Dinse P.C.
209 Battery Street
Burlington, VT 05401
jmcmahan@dinse.com
802-859-7013 (direct)
802-343-5958 (mobile)
On Jul 19, 2020, at 11:18 PM, Renner, Jamie <Jamie.Renner@vermont.gov>
wrote:
Thanks. Of the $21M to be transferred, what’s the updated calculation on the
aggregate amount of restricted endowment funds to be transferred?
From: Jeff McMahan <jmcmahan@DINSE.COM>
Sent: Sunday, July 19, 2020 3:51 PM
To: Renner, Jamie <Jamie.Renner@vermont.gov>
Subject: Numbers
EXTERNAL SENDER: Do not open attachments or click on links unless you recognize
and trust the sender.
Jamie –
Attached are three documents that show the amount expected to be transferred to
Emerson (including the housing funds), the amount expected to be transferred to the
Creditors Trust and an itemization of the severance/buy-out payments.
It is our understanding that the latter two would not become public documents at all
given the small number of people and community and the potential ability to reverse
engineer amounts to people. On the overview document, name should be
redacted if published.
I am available by cell for any questions.
Jeff.
<image001.jpg> Jeffrey J. McMahan
Attorney
209 Battery Street | Burlington, VT 05401
P: 802-859-7013 C: 802-343-5958
E: jmcmahan@dinse.com W: dinse.com
Bio | V-Card | LinkedIn
Disclaimer
CONFIDENTIALITY NOTICE: This email transmission may contain attorney/client privileged and
confidential information intended only for the individual or entity named above. Any
dissemination, use, distribution, copying or disclosure of this communication by any other
person or entity is strictly prohibited. Should you receive this transmission in error, please
notify the sender by telephone (802-864-5751) and return the original transmission to
problem@dinse.com.
This email has been scanned for viruses and malware, and may have been automatically
archived by Mimecast Ltd.
Disclaimer
CONFIDENTIALITY NOTICE: This email transmission may contain attorney/client privileged and confidential
information intended only for the individual or entity named above. Any dissemination, use, distribution,
copying or disclosure of this communication by any other person or entity is strictly prohibited. Should you
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This email has been scanned for viruses and malware, and may have been automatically archived by
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From: Jeff McMahan
To: Renner, Jamie
Subject: Re: q
Date: Monday, July 20, 2020 3:51:35 PM
EXTERNAL SENDER: Do not open attachments or click on links unless you recognize
and trust the sender.
95
Jeffrey J. McMahan
Dinse P.C.
209 Battery Street
Burlington, VT 05401
jmcmahan@dinse.com
802-859-7013 (direct)
802-343-5958 (mobile)
On Jul 20, 2020, at 3:51 PM, Renner, Jamie <Jamie.Renner@vermont.gov>
wrote:
55 of 90 or 95? Forgot the denominator.
Jamie Renner
Assistant Attorney General
Office of the Vermont Attorney General
109 State Street, Montpelier, VT 05609
Dir: 802-828-5947
Disclaimer
CONFIDENTIALITY NOTICE: This email transmission may contain attorney/client privileged and confidential
information intended only for the individual or entity named above. Any dissemination, use, distribution,
copying or disclosure of this communication by any other person or entity is strictly prohibited. Should you
receive this transmission in error, please notify the sender by telephone (802-864-5751) and return the
original transmission to problem@dinse.com.
This email has been scanned for viruses and malware, and may have been automatically archived by
Mimecast Ltd.
From: Daniel Richardson
To: Renner, Jamie; Curtis, Christopher
Subject: Democracy Builders Fund, Inc. Documents
Date: Saturday, July 18, 2020 12:02:11 AM
Attachments: Democracy Builders Fund Inc - IRS exemption letter.pdf
EXECUTED - Democracy Builders Fund, Inc. - Form 1023 Application DBF IRS Articles of incorporation (1).pdf
Zoning-Regulations-Town-of-Marlboro-Vermont-March-6-2018 (EDU PROVISIONS).pdf
EXTERNAL SENDER: Do not open attachments or click on links unless you recognize
and trust the sender.
Dear Chris and Jamie,
Attached please find the following documents from my client, Democracy Builder Fund, Inc.:
1. A packet containing the bylaws, articles of incorporation, and associated incorporation
documents for Democracy Builder Fund, Inc. and its predecessor entity.
2. An IRS exemption letter confirming Democracy Builder Fund, Inc.’s 501(c)(3) status.
3. An excerpt from the Town of Marlboro zoning regulations showing that the Marlboro College
campus is located within a EDU district that requires the property be owned by an institution
and run primarily as an educational facility for compliance with zoning standards.
This packet does not include a current certificate of good standing for Democracy Builder Fund, Inc..
I anticipate that I will have a copy for you by Monday.
I can represent on behalf of my client that following closing, it is their intent to file the requisite
paperwork with the Vermont Secretary of State as a foreign non-profit corporation doing business
and charitable work in Vermont. The Marlboro campus will likely be listed as the primary place of
business.
My client has further authorized me to state that if and when Democracy Builder Fund, Inc. or more
likely, its educational entity, begins the process of obtaining certification and approval from the
Vermont Agency of Education, it shall cause a courtesy copy of its application materials to be filed
with the Attorney General’s Office. It is out understanding that this copy would simply be to confirm
that Democracy Builder Fund, Inc. is acting in compliance with Vermont educational law and in a
manner consistent with its stated educational mission.
If you have any questions or require additional information, please feel free to contact me.
Best,
Dan
Daniel P. Richardson | Attorney
Tarrant | Gillies
Richardson | Shems LLP
44 East State Street, Montpelier, VT 05601-1440
Tel: (802) 223-1112 Fax: (802) 223-6225
drichardson@tarrantgillies.com | http://www.tarrantgillies.com
Attorneys a t Law
CONFIDENTIALITY NOTICE: This electronic e-mail transmission may contain confidential
information intended only for the individual or entity named above. Any dissemination, use,
distribution, copying, or disclosure of this communication by any other person or entity is strictly
prohibited. Should you receive this transmission in error, please notify the sender by telephone (802-
223-1112) and return the original transmission to drichardson@tarrantgillies.com.
INTERNAL REVENUE SERVICE
P. 0. BOX 2508
CINCINNATI, OH 45201
Date: JAN 1 0 2018
DEMOCRACY BUILDERS FUND INC
C/0 SCHULTE ROTH & ZABEL LLP
KURT F ROSELL
919 THIRD AVE
NEW YORK, NY 10022
DEPARTMENT OF THE TREASURY
Employer Identification Number:
46-4897222
DLN:
17053304330047
Contact Person:
JOSEPH LAUX ID# 31077
Contact Telephone Number:
(877) 829-5500
Accounting Period Ending:
June 30
Public Charity Status:
170(b)(1)(A)(vi)
Form 990/990-EZ/990-N Required:
Yes
Effective Date of Exemption:
November 15, 2016
Contribution Deductibility:
Yes
Addendum Applies:
No
Dear Applicant:
We're pleased to tell you we determined you're exempt from federal income tax
under Internal Revenue Code (IRC) Section 501(c)(3). Donors can deduct
contributions they make to you under IRC Section 170. You're also qualified
to receive tax deductible bequests, devises, transfers or gifts under
Section 2055, 2106, or 2522. This letter could help resolve questions on your
exempt status. Please keep it for your records.
Organizations exempt under IRC Section 501(c)(3) are further classified as
either public charities or private foundations. We determined you're a public
charity under the IRC Section listed at the top of this letter.
Based on the information you submitted in your application, we approved your
request for reinstatement under Revenue Procedure 2014-11. Your effective date
of exemption, as listed at the top of this letter, is retroactive to your date
of revocation.
If we indicated at the top of this letter that you're required to file Form
990/990-EZ/990-N, our records show you're required to file an annual
information return (Form 990 or Form 990-EZ) or electronic notice (Form 990-N,
the e-Postcard). If you don’t file a required return or notice for three
consecutive years, your exempt status will be automatically revoked.
If we indicated at the top of this letter that an addendum applies, the
enclosed addendum is an integral part of this letter.
For important information about your responsibilities as a tax-exempt
organization, go to www.irs.gov/charities. Enter "4221-PC" in the search bar
Letter 947
-2-
DEMOCRACY BUILDERS FUND INC
to view Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities,
which describes your recordkeeping, reporting, and disclosure requirements.
We sent a copy of this letter to your representative as indicated in your
power of attorney.
Sincerely,
Director, Exempt Organizations
Rulings and Agreements
Letter 947
Democracy Builders Fund, Inc.
EIN: 46-4897222
Form 1023 Application for Recognition of Exemption
Under Section 501(c)(3) of the Internal Revenue Code
December 18, 2015
Table o~Contents
Document Tab s
Form 1023 Checklist C~
Form 2848 Power of Attorne
Form 1023 A lication
Articles of Inco oxation &Certification of Filin ;Certificates of Amendment 4A-4F
Board Resolution Ado tin Conflict of Interest Polic and B laws
Additional Sheets to Form 1023 A lication
Statement of Revenues and Ex enses
Balance Sheet
DOC ID - 22223886.2
Form 1023 Checklist
(Revised December 2013)
Application for Recognition of Exemption under Section 501(c)(3) of the
internal Revenue Code
Note. Retain a copy of the completed Form 1023 in your permanent records. Refer to the General Instructions
regarding Public Inspection of approved applications.
n
~ 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 Yes _ No ✓ Schedule E Yes _ No ✓
Schedule B Yes _ No ✓ Schedule F Yes No ✓
Schedule C Yes_ No ✓ Schedule G Yes_ No ✓
Schedule D Yes— No `r Schedule H Yes_ No
✓Q An exact copy of Xour 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) P~9~ ~, ~►~~cle 111
~ Location of Dissolution Clause from Part III, line 2b or 2c (Page, Article and Paragraph Number) or by
operation of state law Page 3, Article XI
0 Signature of an officer, director, trustee, or other official who is authorized to sign the application.
• Signature at Part XI of Form 1023.
Q 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
Form ~~~~
(Rev. July 2014)
Department of the Treasury
Internal Revenue Service
Power of Attorney
and Declaration of Representative
>n about Form 2848 and its instructions is at www.irs.gc
Power of Attorney
Caution: A separate Form 2848 must be completed for each taxpayer. Form 2848 will not be honored
for any purpose other than representation before the IRS.
OMB No. 1545-0150
For IRS Use Only
Received by:
Name
Telephone
Function
Date / /
axpayer information. Taxpayer must sign and date this form on page 2, line 7. --
Taxpayer name and address Taxpayer identification numbers)
Democracy Builders Fund,inc.
2130 Adam 46-4897222 Clayton Powell Jr. Bivd.
New York, NY 10027 Da y time tele p hone number Plan number C if a pP licable ~ )
__ (347) 937-8120
hereby appoints the following representatives) as attorney(s)-in-fact:-
2 Representatives) must sign and date this form on page 2, Part II.
Name and address CAF No.
------------------------------------
Kurt F. Rosell PTIN
------------
Schulte Roth &Zabel LLP, 919 Third Avenue ---------------------------
Telephone No.
--------------------
212-756-2099
------
ew York, NY 10022 ----------------------------------------
Fax No. 212.593.5955
Check if to be sent copies of notices and communications Q Check if new: Address ❑ Telephone No. ❑ Fax No. ❑
Name and address CAF No.
-----------------
Christine Harlow PTIN
----------------------------
Schulte Roth &Zabel LLP, 919 Third Avenue ----------------------------
Telephone No.
------------------
212-756-2098
-------
New York. NY 10022 --- ---------------------------
Fax No. 212-593-5955
Check if to be sent copies of notices and communications []✓
--------
Check if new: Address ❑
-------- p ----------------------
Tele hone No. ❑
-------
Fax No. ❑
Name and address CAF No.
---------------------
Max M. Levine PTIN
------------------------
Schulte Roth &Zabel LLP, 919 Third Avenue -------------------
Telephone No.
-----------------------
212-756-2448
--------
ew York, NY 10022
Fax No. -------- ---------------
--------------------------
212-593-5955
(Note.IRS sends notices and communications to onI two re resentatives.) Check if new: Address ❑
----------------
Telephone No. ❑
------
Fax No. ❑
Name and address CAF No.
---------------------
Matthew R. Greenberg PTIN
------------------------
Schulte Roth &Zabel ALP, 919 Third Avenue ------------------------------
Telephone Na
-----------------
212-756-2223
------
New York, NY 10022
Fax No. 212-593-5955
(Note. IRS sends notices and communications to onl two re resentatives.) Check if new: Address ❑ Telephone No. ❑ Fax No. ❑
to represent the taxpayer before the Internal Revenue Service and perform the following acts:
3 Acts authorized (you are required to complete this line 3). With the exception of the acts described in line 5b, I authorize my representatives) to receive and
inspect my confidential tax information and to perform acts that I can perform with respect to the tax matters described below. For example, my representatives)
shall have the authority to sign any agreements, consents, or similar documents (see instructions for line 5a for authorizing a representative to sign a return).
___
Description of Matter (Income, Employment, Payroll, Excise, Estate, Gift, Whistleblower,
Practitioner Discipline, PLR, FOIA, Civil Penalty, Sec. 5000A Shared Responsibility
Payment, Sec. 4980H Shared Responsibility Payment, etc.) (sea instructions)
Tax Form Number
1040, 941, 720, etc. if a licable ~ 1 C PP )
Years) or Periods) (if applicable)
(see instructions)
Application for Recognition of Exemption Under Section 501(c)(3) of
the Internal Revenue Code 7023 2014-2016
a 5pecitic use not recoraetl on Centralized Authorization File (CAS. If the power of attorney is for a specific use not recorded on CAF,
check this box. See the instructions for Line 4. Specific Use Not Recorded on CAF ► Q✓
5a Additional acts authorized. In addition to the acts listed on line 3 above, I authorize my representatives) to perform the following acts (see
instructions for line 5a for more information):
❑ Authorize disclosure to third parties; 0✓ Substitute or add representative(s); ❑ Sign a return;
❑ Other acts authorized:
_ _ -- For Privacy Act and Paperwork Reduction Act Notice, see the instructions. Cat. No. 11980) Form 2848 (~tev. 7-2014)
Form 284$ (Rev. 7-2014) Page
b Specific acts not authorized. My,representative{s} is (are) not authorl~ed to endorse or otherwise negotiate any check (including diCecting 6r
accepting .payment by any means, electronic or otherwise, into an account pwnad or contrall~d by the representative{s) or any firm or other
.entity with.whom the,repres@ntative(s) is {are).assgciated) Is&ued by the government In respect of a federal tax Ilabfifty.
List any spec{fic delations to the acts otherwise authorized in this power of attorney (sse instructions for line 5b):
------------------------------------
6 Retention/revocation of prior powers) of at#orney. The filing of this power of attprney automa4lcally revokes cif earlier powers) of
attorney on file with the Internal Revenue Service for the same matters and years or periods covered by this document. (f you do nat want
to revoke a prior power of attorney, check here ~. ► ❑
YOU MUST ATTACH A COPY OF A(YY PQWER t!F ATTORNEY YUU WANT TO REMAIN IN EFFECT.
7 Signature of taxpayer. If a tax matter concerns a year (n which a Jolnt return was filed, each spouse must file a separate power of attorney
even if they are appointing the same representatiue(s). If signed by a corpoCa4e pfficer, partner, guardian, tax matters partner, executor,
receiver, administrator, or trustee on behalf of the taxpayer, 1 certify thaf E have the authority to execute this form on behalf of the taxpayer.
► 7F NOT PL TED, SIGNE AND DATED, THE IRS WILL RETURN TFIIS POWER pP ATTORNEY TO THE TAXPAYER.
~~~'?~~'1~ BaardChairman
Signa ure Date Title (if applicable)
Seth Andrew - ----------- .- - ----------------------
Democracy Builders Fund, lnc.-------------------______------°------------------------------.
Print Name Print name of Ya~cpayer from line 1 if other than individual
Under penalties of perjury, by niy signature below I declare that:
• 1 am not currently suspended oC disbarred from praat)ce before the Intemai Revenue Service;
• i am subJect to regulations contained in Circular 230 (31 CFR, Subtitle A, Part 10), as amended, gaveming practice before the intemai Revenue Service;
• i am authorizeH to represent the 4axpayer identified in Part I for the matters} sp~oified there; and
• I am one of the following:
a Attorney—a member in good standing of the bar of the highest court of the Jurisdiction shown below.
b Certified Public Accountant—duly qualified to practice as a certified public acoauntant in the Jurisdiction shown below.
c Enrolled Agent—enrolled as an agent by the Internal Revenue Service per the requirements of Circular 230.
d Officer—a bona fide officer of the ta~cpayer organization.
e Fuil-Time Employee-a full.-time employee of the taxpayer,
f Family Member—a mamber of tha taxpayer's immediate family {for example, spouse, parent, child, grandparent, grandchild, step-parent, stepchild, brother, ar sister).
g Enrolled Actuary—enrolled as an actuary by the Jaint Board far the Enrollment of Actuaries under 29 U.S.C. 7 242 (the authority to practice before
the Internal Revenue Service {s limited by section 10.3(4) of Circular 230).
h Unenralled Return Preparer—Your authority to practice before the Internal Revenue Service is limi#ed. You must have been eligible to sign the
return under examination and have prepared and signed the return. See Notice 2011-6 and Special rules for registered tax return preparers
a»d unenrolled return preparers In the instructions (PTIN required for designation h).
i Registered Tax Return Preparer—registered as a tax return preparer under the requirements of section 10.4 of Circular 230. Your authority to
practice before the internal Revenue Service is iimi#ed. You must have been eligible to sign the return under examination and have prepared and
signed the return. See Notice 2011-6 and Specie! rules for registered tax return preparers and unenrAlled return preparers in the
instructions (PTtN required for designation ~,
k Student Attorney or CPA—receives permission to represent taxpayers befgre the IRS by virtue of his/her eta#us as a law, business, or accounting
student working In an LlTC or STCP. See instructions for Part II for additional information and requirements.
r Enrolled Retirement Plan Agent—enrolled as a retirement plan agent under the requirements of Circular 230 (the authority to practice before the
Internal Revenue Servioe is Iimtted by aecfion 10.3(e)).
► IF THIS DECLARATION OF REPRESENTATIVE IS NOT CAMRLETED, SIGNED, AND DATED, THE IRS WIL4. RETURN THE
POWER OF ATTORNEY, REPRESENTATIVES MUST SIGN !N 7HE O~iQER L15TED IN PART 1, LINE 2. See the instructions for
Part II.
Note. For designations d-f, enter your title, position, or relat(onship to the taxpayer in the "L.icensing jurisdiction" column. See the instructions for Part II
for more information.
Licensing jurisdiction Bar, license, certification,
Designation— (state) or other registration, or enrollment
Insert above ~~censing authority number (if applicable). Signature Date
(attar (a-r) (if applicable) See instructions for Part i! for
more information.
a 2458550
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Anew interactive version of Farm L023 is available at Sta •Exern t.irs. Gov.
It includes prerequisite ryuestioas, auto-calc~dated fields, Help butkoas and
lini:s to relevant information.
Application for Recognition of Exemption coo>
Under Section 501(c)(3) of the Internal Revenue Code
► (Use with the June 2006 revision of the Instructions for Form 1023 and the current Notice 1382)
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.
identification of Applicant
1 Full name of organization (exactly as it appears in your organizing document) 2 c/o Name (if applicable)
Democracy Builders Fund, Inc.
3 Mailing address (Number and street) (see instructions) Room/Suite 4 Employer Identification Number (EIN)
2130 Adam Clayton Powell Jr. Blvd. 46-4897222
City or town, state or country, and ZIP + 4 5 Month the annual accounting period ends (01 -12)
New York, NY 10027 06
6 Primary contact (officer, director, trustee, or authorized representative)
a Name: Seth Andrew, Board Chairman b Phone: (347) 931-8120
c Fax: (optional)
7 Are you represented by an authorized representative, such as an attorney or accountant? If "Yes," ~ Yes ❑ No
provide the authorized representative's name, and the name and address of the authorized
representative's firm. Include a completed Form 2848, Power of Attorney and Declaration of Tab 6, Exhibit 1
Representative, with your application if you would like us to communicate with your representative.
8 Was a person who is not one of your officers, directors, trustees, employees, or an authorized ❑Yes ~ No
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 person's name, the name and address of the person's firm, the amounts paid or
promised to be paid, and describe that person's role.
9a Organization's website: None
b Organization's email: (optional)
10 Certain organizations are not required to file an information return (Form 990 or Form 990-E~. If you ❑Yes [~ No
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.
11 Date incorporated if a corporation, or formed, if other than a corporation. (MM/DD/YYY`n 02 ~ 20 ~ 2014
12 Were you formed under the laws of a foreign country? ❑Yes ~ No
If "Yes," state the country.
For Paperwork Reduction Act Notice, see page 24 of the instructions. Cat. No. 17133K Form 1023 (Rev. 12-2013)
Form 1023 (Rev. 12-2013) (00) Name: Democracy Builders Fund, 11'iC. EIN: 46 — 4$97222 Page 2
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 ~ Yes ❑ No
of filing with the appropriate state agency. Include copies of any amendments to your articles and Tab 4 8 Tab 6, Exhibit 2
be sure they also show state filing certification.
2 Are you a limited liability company (LLC)? If "Yes," attach a copy of your articles of organization showing ❑Yes ~ No
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.
3 Are you an unincorporated association? If "Yes," attach a copy of your articles of association, ❑Yes ~ No
constitution, or other similar organizing document that is dated and includes at least two signatures.
Include signed and dated copies of any amendments.
4a Are you a trust? If "Yes," attach a signed and dated copy of your trust agreement. Include signed ❑Yes ~ No
and dated copies of any amendments.
b Have you been funded? If "No," explain how you are formed without anything of value placed in trust. ❑Yes ❑ No
5 Have you adopted bylaws? if "Yes," attach a current copy showing date of adoption: If "No," explain Q Yes ❑ No
how our officers, directors, or trustees are selected. Tab 5 Exhibit B 8 Tab 6 Exhibit 2
Required Provisions in Your Organizing Document
The following questions are designed to ensure that when you file this application, your organizing document contains the required provisions
to meet the organizational test under section 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):Articies of Incorporation, Page 1, Article rzz
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. Articles of Incorporation, Page a, Article xi
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:
Narrative Description of Your Activities
Tab~~xhibit 3
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.
Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees,
Employees, and Independent Contractors
is 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)
Seth Andrew Board Chairman 2730 Adam Cla ton Powell Jr_
gjvd., New York, NY 14027 Npne
Stacy Birdsell Secretary
2130 Adam Clayton Powell Jr_
------------------- - - ---
Blvd., New York, NY 14027
None
----------------------------------- - - ---
Form 1X23 (Rev. 12-2013)
Form 1023 (Rev. 12-2013) (00) Name: Democracy Builders Fund, Inc. EiN: 46 _ 4897222 Page 3
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)
Princess Lyles Executive director 2130 Adam Clayton Powell Jr:
gjyd., New York, NY 10027 $125,000.00
----------------------------------- - - ---
------------------------------------ - ---
------------------------------------- ---
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.
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 ia, ib, and ic.
2a Are any of your officers, directors, or trustees related to each other through family or business ❑Yes ~ No
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 ❑Yes ~ No
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 ❑Yes ~ No
highest compensated independent contractors listed on lines 1 b or 1 c 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 Tab 6, Exhibit 4 compensated independent contractors listed on lines 1a, 1b, or ic, attach a list showing their name,
qualifications, average hours worked, and duties.
b Do any of your officers, directors, trustees, highest compensated employees, and highest ❑Yes 0 No
compensated independent contractors listed on lines 1 a, 1 b, or 1 c 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 1 a, 1 b, and 1 c, the
following practices are recommended, although they are not required to obtain exemption. Answer
"Yes" to all the {practices you use.
a Do you or will the individuals that approve compensation arrangements follow a conflict of interest policy? ~ Yes ❑ No
b Do you or will you approve compensation arrangements in advance of paying compensation? ~ Yes ❑ No
c Do you or will you document in writing the date and terms of approved compensation arrangements? ~ Yes ❑ No
Form 1X23 (Rev. 12-2013)
Form 1023 (Rev. 12-2013) (oo) Name: democracy Builders Fund, inc. EiN; 46 _ 4897222 Page 4
Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees,
Employees, and Independent Contractors (Continued)
d Do you or will you record in writing the decision made by each individual who decided or voted on Q Yes ❑ No
compensation arrangements?
e Do you or will you approve compensation arrangements based on information about compensation paid by ~ Yes ❑ No
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 ia, 1b, and ic, for information on what to include as compensation.
f Do you or will you record in writing both the information on which you relied to base your decision ~ Yes ❑ No
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 1 a, 1 b, and 1 c.
5a Have you adopted a conflict of interest policy consistent with the sample conflict of interest policy ~ Yes ❑ No 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.
Tab 5, Exhibit A &Tab 6, Exhibit 2
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, ❑Yes D No
and highest compensated independent contractors listed in lines 1 a, 1 b, or 1 c 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 1 a, 1 b, and 1 c, 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, ❑yes ~ No
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 ia, ib,
and ic, 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, ❑Yes ~ No
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 arm's
length, and explain how you determine or will determine that you pay no more than fair market
value. Attach copies of any written contracts or other agreements relating to such purchases.
b Do you or will you sell any goods, services, or assets to any of your officers, directors, trustees, ❑Yes 0 No
highest compensated employees, or highest compensated independent contractors listed in lines 1 a,
1 b, or 1 c? If "Yes," describe any such sales that you made or intend to make, to whom you make or
will make such sales, how the terms are or will be negotiated at arm's length, and explain how you
determine or will determine you are or will be paid at least fair market value. Attach copies of any
written contracts or other agreements relating to such sales.
8a Do you or will you have any leases, contracts, loans, or other agreements with your officers, directors, ❑Yes 0 No
trustees, highest compensated employees, or highest compensated independent contractors listed in
lines 1 a, 1 b, or 1 c? If "Yes," provide the information requested in lines Sb through 8f.
b Describe any written or oral arrangements that you made or intend to make.
c Identify with whom you have or will have such arrangements.
d Explain how the terms are or wilt be negotiated at arm's length.
e Explain how you determine you pay no more than fair market value or you are paid at least fair market value.
f Attach copies of any signed leases, contracts, loans, or other agreements relating to such arrangements.
9a Do you or will you Mave any leases, contracts, loans, or other agreements with any organization in ❑Yes 0 No
which any of your officers, directors, or #rustees 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 ~ X23 (Rev. 12-2013)
Form 1023 (Rev. 12-2013) (00) Name: a8mocracy Builders Fund, Inc. EiN: 46 - 4597222 Page 5
Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees,
Employees, and Independent Contractors (Continued)
b Describe any written or oral arrangements you made or intend to make.
c Identify with whom you have or will have such arrangements.
d Explain how the terms are or will be negotiated at arm's length.
e Explain how you determine or will determine you pay no more than fair market value or that you are
paid at least fair market value.
f Attach a copy of any signed leases, contracts, loans, or other agreements relating to such arrangements.
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.) Tab 6, Exhibit 5
is In carrying out your exempt purposes, do you provide goods, services, or funds to individuals? If ~ Yes ❑ No
"Yes," describe each program that provides goods, services, or funds to individuals.
b In carrying out your exempt purposes, do you provide goods, services, or funds to organizations? If ~ Yes ❑ No
"Yes," describe each program that provides goods, services, or funds to organizations.
2 Do any of your programs limit the provision of goods, services, or funds to a specific individual or ❑Yes ~ No
group of specific individuals? For example, answer "Yes," if goods, services, or funds are provided
only for a particular individual, your members, individuals who work for a particular employer, or
graduates of a particular school. If "Yes," explain the limitation and how recipients are selected for
each program.
3 Do any individuals who receive goods, services, or funds through your programs have a family or ❑Yes D No
business relationship with any officer, director, trustee, or with any of your highest compensated
employees or highest compensated independent contractors listed in Part V, lines 1 a, 1 b, and 1 c? If
"Yes," explain how these related individuals are eligible for goods, services, or funds.
Your History
The following "Yes" or "No" questions relate to your history. (See instructions.)
1 Are you a successor to another organization? Answer "Yes," if you have taken or will take over the ❑Yes ~ No
activities of another organization; you took over 25% or more of the fair market value of the net
assets of another organization; or you were established upon the conversion of an organization from
for-profit to non-profit status. If "Yes," complete Schedule G.
2 Are you submitting this application more than 27 months after the end of the month in which you ❑Yes ~ No
were legally formed? If "Yes," complete Schedule E.
Your Specific Activities
The following "Yes" or "No" questions relate to specific activities that you may conduct. Check the appropriate box. Your
answers should pertain to past, present, and planned activities. (See instructions.)
1 Do you support or oppose candidates in political campaigns in any way? If "Yes," explain. ❑Yes ~ No
2a Do you attempt to influence legislation? If "Yes," explain how you attempt to influence legislation ❑Yes ~ No
and complete line 2b. If "No," go to line 3a.
b Have you made or are you making an election to have your legislative activities measured by ❑Yes ❑ No
expenditures by filing Form 5768? If "Yes," attach a copy of the Form 5768 that was already filed or
attach a completed Form 5768 that you are filing with this application. If "No," describe whether your
attempts to influence legislation are a substantial part of your activities. Include the time and money
spent on your attempts to influence legislation as compared to your total activities.
3a Do you or will you operate bingo or gaming activities? If "Yes," describe who conducts them, and ❑Yes ~ No
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 ❑Yes ~ No
conduct bingo or gaming for you? If "Yes," describe any written or oral arrangements that you made
or intend to make, identify with whom you have or will have such arrangements, explain how the
terms are or will be negotiated at arm's length, and explain how you determine or will determine you
pay no more than fair market value or you will bz 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 ~ X23 (Rev. 12-2013)
Form 1023 (Rev. 12-2013) (00) rvame: Democracy Builders Fund, lnc. EiN: 46 - 4897222 Page 6
Your Specific Activities (Continued)
4a Do you or will you undertake fundraising? If "Yes," check all the fundraising programs you do or will ~ Yes ❑ No
conduct. (See instructions.)
❑ mail solicitations ❑ phone solicitations
❑ email solicitations ~ accept donations on your website
~ personal solicitations ❑receive donations from another organization's website
❑ vehicle, boat, plane, or similar donations ❑government grant solicitations
~ foundation grant solicitations ❑Other Tab 6, Exhibit 6
Attach a description of each fundraising program.
b Do you or will you have written or oral contracts with any individuals or organizations to raise funds ❑Yes D No
for you? If "Yes," describe these activities. Include all revenue and expenses from these activities
and state who conducts them. Revenue and expenses should be provided for the time periods
specified in Part IX, Financial Data. Also, attach a copy of any contracts or agreements.
c Do you or will you engage in fundraising activities for other organizations? if "Yes," describe these ❑Yes ❑D No
arrangements. Include a description of the organizations for which you raise funds and attach copies
of all contracts or agreements.
d List all states and local jurisdictions in which you conduct fundraising. For each state or local Tab 6, Exhibit 6
jurisdiction listed, specify whether you fundraise for your own organization, you fundraise for another
organization, or another organization fundraises for you.
e Do you or will you maintain separate accounts for any contributor under which the contributor has ❑Yes ~ No
the right to advise on the use or distribution of funds? Answer "Yes" if the donor may provide advice
on the types of investments, distributions from the types of investments, or the distribution from the
donor's contribution account. If "Yes," describe this program, including the type of advice that may
be provided and submit copies of any written materials provided to donors.
5 Are you affiliated with a governmental unit? If "Yes," explain. ❑Yes ~ No
6a Do you or will you engage in economic development? If "Yes," describe your program. ❑Yes ~ No
b Describe in full who benefits from your economic development activities and how the activities
promote exempt ourooses.
7a Do or will persons other than your employees or volunteers develop your facilities? if "Yes," describe ❑Yes ~ No
each facility, the role of the developer, and any business or family relationships) 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 D No
"Yes," describe each activity and facility, the role of the manager, and any business or family
relationships) 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 arm's 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 ❑Yes ~ No
treated as partnerships, in which you share profits and losses with partners other than section
501(c)(3) organizations? If "Yes," describe the activities of these joint ventures in which you
participate.
9a Are you applying for exemption as a childcare organization under section 501(k)? if "Yes," answer ❑Yes ~ No
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 ❑Yes ❑ No
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 ❑Yes ❑ No
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 ❑Yes ❑ No
whom your activi#ies 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, ~ Yes ❑ No
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 Tab 6, Exhibit 6
determined, and how any items are or will be produced, distributed, and marketed.
Form ~ X23 (Rev. 12-2013)
Form 1023 (Rev. 12-2013) (00) Name: democracy Builders Fund, Inc. EiN: 46 — 4897222 Page 7
Your Specific Activities (Continued)
11 Do you or will you accept contributions of: real property; conservation easements; closely held ❑Yes ~ No
securities; intellectual property such as patents, trademarks, and copyrights; works of music or art;
licenses; royalties; automobiles, boats, planes, or other vehicles; or collectibles of any type? If "Yes,"
describe each type of contribution, any conditions imposed by the donor on the contribution, and
any agreements with the donor regarding the contribution.
12a Do you or will you operate in a foreign country or countries? If "Yes," answer lines 12b through ❑Yes ~ No
12d. If "No," go to line 13a.
b Name the foreign countries and regions within the countries in which you operate.
c Describe your operations in each country and region in which you operate.
d Describe how your operations in each country and region further your exempt purposes.
13a Do you or will you make grants, loans, or other distributions to organization(s)? If "Yes," answer lines ❑Yes D No
13b through 13g. If "No," go to line 14a.
b Describe how your grants, loans, or other distributions to organizations further your exempt purposes.
c Do you have written contracts with each of these organizations? tf "Yes," attach a copy of each contract. ❑Yes ❑ No
d Identify each recipient organization and any relationship between you and the recipient organization.
e Describe the records you keep with respect to the grants, loans, or other distributions you make.
f Describe your selection process, including whether you do any of the following:
(i) Do you require an application form? If "Yes," attach a copy of the form. ❑Yes ❑ No
(ii) Do you require a grant proposal? if "Yes," describe whether the grant proposal specifies your ❑Yes ❑ No
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.
14a Do you or will you make grants, loans, or other distributions to foreign organizations? If "Yes," ❑Yes ~ No
answer lines 14b through 14f. if "No," go to line 15.
b Provide the name of each foreign organization, the country and regions within a country in which
each foreign organization operates, and 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 ❑Yes ❑ No
or specific organization? If "Yes," list all earmarked organizations or countries.
d Do your contributors know that you have ultimate authority to use contributions made to you at your ❑Yes ❑ No
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 ❑Yes ❑. No
inquiries, including whether you inquire about the recipient's 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 ❑Yes ❑ No
organizations are used in furtherance of your exempt purposes? If "Yes," describe these procedures,
including site visits by your employees or compliance checks by impartial experts, to verify that grant
funds are being used appropriately.
Form ~ X23 (Rev. 12-2013)
Form 1023 (Rev. 12-2013) (00) Name: Democracy Builders fund, Inc. EiN; 46 - 4897222 Page 1~
Financial Data Continued Tab 8 8 Tab 6, Exhibit 7
B. Balance Sheet (for your most recently completed tax year) Year End:
Assets (Whole dollars)
1 Cash. ~
2 Accounts receivable, net 2
3 Inventories 3
4 Bonds and notes receivable (attach an itemized list) 4
5 Corporate stocks (attach an itemized list) 5
6 Loans receivable (attach an itemized list) . 6
7 Other investments (attach an itemized list) ~
8 Depreciable and depletable assets (attach an itemized list) . 8
9 Land. 9
10 Other assets (attach an itemized list) 10
11 Total Assets (add lines 1 through 10) ~~
Liabilities
12 Accounts payable 12
13 Contributions, gifts, grants, etc. payable 13
14 Mortgages and notes payable (attach an itemized list) 14
15 Other liabilities (attach an itemized list) 15
16 Total Liabilities (add lines 12 through 15) 16
Fund Balances or Net Assets
17 Total fund balances or net assets 17
18 Total Liabilities and Fund Balances or Net Assets (add lines 16 and 17) ~g
19 Have there been any substantial changes in your assets or liabilities since the end of the period ❑Yes ~ No
shown above? If "Yes," explain.
Public Charity Status
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.)
is Are you a private foundation? If "Yes," go to line 1 b. If "No," go to line 5 and proceed as ins#ructed. ❑Yes ~ NQ
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 ❑Yes ❑ No
directly in the active conduct of charitable, religious, educational, and similar activities, as opposed
to indirectly carrying out these activities by providing grants to individuals or other organizations. If
"Yes," go to line 3. If "No," go to the signature section of Part XI.
3 Have you existed for one or more years? If "Yes," attach financial information showing that you are a private ❑Yes ❑ No
operating foundation; go to the signature section of Part XI. If "No," continue to line 4.
4 Have you attached either (1) an affidavit or opinion of counsel, (including a written affidavit or opinion ❑Yes ❑ No
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?
5 If you answered "No" to line ia, 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 ~ X23 (Rev. 12-2013)
Form 1023 (Rev. 12-2013) (00) Name: Democracy Builders Fund, It1C. EiN: 46 - 4897222 Page 11
Public Charity Status (Continued)
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 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.
6 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 Revenu+~ Code
For Organization
-------------------~_e__ ~~ __.a_~___---•-•-- ~__...-- - - --- -------------------------------------------•-•---- -------------------- ----- (Signature of Officer, Director, Trustee, or other (Type or print name of .signer) (Date)
authorized official)
-------------------------------------------------- (Type or print title or authority of signer)
For IRS Use Only
-------------------------------------------------------------------------------------------------------- ---- ------------------------- IRS Director, Exempt Organizations (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 ❑Yes ❑ No
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 ex-plain why it is unusual.
Form ~ X23 (Rev. 12-2013)
Form ~o2s (Rev. ~z-zo~31. , ..(00) Name: Demacracy Builders Fund, inc. EIN: ~~ — x$97222 Page 12
You must include a user fee payment with this application. !t wlll not be processed without your paid user fee. If your average
annual .gross.receipts have exceeded.:or will exceed ,$10;000 annuafly.over.a 4-year period, you :must submit payment of $850.-If
your gross receipfs have nat exceeded or will not exceed $10,000 annually over a 4-year period, the required user fee payment
is $400. See instructions for Part Xl, for a de#inition of.grass receipts aver a 4-year period. Your check or money order must be
rrtade 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 of 1-877-829-5500 for current information.
1 Have your annual gross receipts averaged or are they expected to average not more than $1 Q,000? ❑Yes ~ No
tf "Yes," check the box on tine 2 and enclose a user fee payment of $G00 (Subject to changes-ses above).
If "No," check the box on line 3 and enclose a user.fee payment of $850 (Subject to change—see above).
2 Check the box if you have enclosed the reduced user fee payment of $4~0 (Subject to change). ❑
3 Check the box if you have enclosed the user fee payment of $850 (Subject to change). ~
declare under the penaftles of per ry that 1 am authorized to sign this application on behalf of the above organization and that t have examined this applicat{on, including the acco yinS des d att NmEnts, and to the best of my knowledge it is true, corcec#, and complete.
Please _ __
Sin• g Seth Andrew f ~~--- f ~~
--- --- ---_ _. ... ...----•------ ----=-----------.-------•--------•-----...--------
-...
__...__......._~
Here , (Signatu o icer, Dire or, T stee, or otfier (Type or print name of signer) (Date) autnor~zed otriciai> Board Gh~riman
(Type or print 4it1e or authority of signer)
Reminder: Send the comple#ed Form 1023 Checklist with your fi!(ed-in-application. Foy, 'IOZ~ (Rev. 12-2013)
1 ; ~
li►'r' ~ ~V PAGE 1
2~e ~"irst State
I , JEFFREY W . BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF INCORPORATION OF "ALUMNI REVOLUTION,
INC. ", FILED IN Z'H.Z'S OFFICE ON THE TWENTIETH DAY OF FEBRUARY,
A_D. 2014, AT 4:26 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
KENT COUNTY RECORDER OF DEEDS.
54$5426 8100
140208503
You may verify this certificate online
at corp.delaware.gov/authver.shtm2
Jeffrey W. Bullock, Secretary of State
AUTHEN C TION: 115Q352
DATE : 02 -21-14
State of Delaware
Secretsry of State
Division of CorporaCions
Delivered 04:3& PM 02/20/2014
FILED 04:26 PM 02/20/2014
SRV 140208503 - 5485426 FILE
CERTIFICATE OF INC~RPOR.A.TION
ALUMNI REVOLUTION, INC.
A NONSTICK CURP4R.ATION ORGANIZED UNDER
THE DELAWARE GENERAL CORPQRA.TION LAW
ARTICLE I
The Warne of the carparatian is Alamni Revolution, Tnc.
ARTICLE II
The corporation's registered office in the State of Delaware is 615 Saukh Dupont
Highway, City of Dover, County of Kent, State of Delaware 19401. The registered agent of the
corporation at such address is National Corporate Research, Ltd.
ARTICLE IlI
The corporation is a nonprofit ebrporatian organised exclusively for charitable
purposes within the meaning of section SO l (G}(3) aP the Internal Revenue Cade of 1986, as
amended (the "~~"}, or the corresponding provision of any subsequent federal tax law,
including, but not limited to, the following:
{ k) to equip scholars to succeed in the calZega of their choice and a life
of active citizenship through mentoring, social counseling, academic support, financial
Literacy and advocacy training;
{2) to solicit, raise, receive, hold, invest and expend funds far the
advancement and furtherance of such purpase(s); and
(3} to engage, in furthec~azlce of the foregoing, kn any and alt lawful
activities for which a corporation may be organized under the General Carporarion Law
of T7elaware ("DGCL"), except as restricted herein or in the bylaws of the corporation.
Notwithstanding any provision of this Certificate or any provisions of applicable
state law to the contrary, the corporation is not authorized (a) to make any payments or
distribudans, ar otherwise carry an any activities, which would cause it to fail to qualify, or to
continue to qualify, as (i) an organization exempt from federal income tax under section
50 t (c}(3) of the Code, or (ii) an organization contributions to which are deductible under
sections ] 70, 2055 and 2522 of the Cade or (b) to accept gi$s or contributions for other than the
charitable purposes stated above.
DQC ID-2045857b.!
ARTICLE IV
The corporation is not Qrganized far pecuniary profit or financial gain, and no part
of the earnings or assets of the corporation shall ever inure to the benefit of ar be distributable to
any individual having a personal or private interest in the activities of the cozporation. No
member, director ar employee of the oorporation is entitled or permitted to receive any pecuniary
profit from the operations and activities of the corporation, except reimbursement of out-ofpacket expenditures and reasonable compensation for services actually rendered to or on behalf
of the corporation.
ARTICLE V
Under no circumstances may the carparation (a} carry on propaganda or
otherwise artempt to influence legislation in a manner that would subject the corpora#ion to any
tax imposed by section 491 i of the Cade, or {b) participate in, or intervene in (including the
publishing or distributing of statemenfs), any political campazgn on behalf of (ar in opposition
to} any candidate for public office or engage in any activities which would characterize it as an
"action organization" as defined in Treasury Regulation section 1.501{c)(3)-1(c}(3). No
substantial part of the activities of the Corporation shall be devoted to the carrying on of
propaganda ar otherwise attempting to influence legislation, except to the extent permitted by the
Code, whether pursuant to an election under sectaan SOI(h) or otherwise.
stock.
ARTICLE VI
The corporation is a nonstock corporation and has no authority to issue capital
ARTICLE VII
Unless otherwise specified in the bylaws, the only members of the c~rparation
shall be the persons who at the time of determination are members of the board of directors. The
members shall have no right to vote on any matter other than the election of directors, except as
otherwise required bylaw.
ARTICLE VIII
The corporation shall have a board of directors (the "Board"), which shall be the
governing body of the corporation for all purposes of the DGCL, Except as otherwise provided
by the DGCL, the business and affairs of the corporation shall be managed by or under the
direction of the Boaxd.
The corporation shall initially have three (3) directors. The number of directors
maybe altered from time to time in the manner provided in the bylaws. The election of directors
shall be conducted in the tnann~r provided for in the bylaws. Any vacancies occurring in the
Board and any newly created directorships resulting from any increase in the authorized number
ofdirectors .may be filled, and d'srectors may be removed, as provided in the bylaws.
I)OC fD - 20458576.1
The following persons shall serve as the directors of the corporation until the first
meeting of members ar until their respective successors are duly elected and qualify:
Name Address
Seth Andrew 300 West 135' Street, Apt. 7S
Nevv York, NY 10030
Stacy Birdsell 1 Z Whitman Road
Medford, MA 021 SS
Ravi Gupta 1300 S6`" Ave. North
Nashville, TN 37209
ARTICLE IX
Na director of the corporation has ar~y liability to the corporation ar its members
for monetary damages for breach of such director's fiduciary duty as a director. The preceding
sentence does not eliminate or limit the liability of a director {cr) far any breach of the director's
duty of loyalty to the corporation or its members, (b) far acts or arnissians not in goad faith ar
which involve intentional misconduct or a knowing violation of the law, {c) under Section 174 of
the DGCL or (dj for any transaction from which the director derived an improper personal
benefit.
ARTICLE X
The Board shall have the power without the assent or vote of the members to
adopt, amend, alter or repeal the bylaws.
ARTICLE XI
If there is a liquidation, dissolution or winding up of the affairs of the corporation,
whether voluntary, involuntary ox by operation of law, the Board shall, except as may be
o#herwise provided by applicable taw, distribute all of the assets of the corporation in such
manner as the Board may determine so long as the distribution is (a} solely in furtherance of the
objectives and purposes set forth in Article IIi of this Certificate and {b} is made to one Qr more
organizations that are exempt from taxation as organizations described in section SO1(c)(3) of the
Code.
ARTICLE XTI
This Certificate may not be amended to authorize the Board to manage ar conduct
the operations or affairs of the corporation yn any manner ar for any purpose that would cause the
corporation to fail to qualify or continue to qualify as an organization exempt from federal
income tax under section SOl(c)(3) of the Cade or are organization contributions to which are
deductible under sections 170, 2455 and 2522 of the Code.
DOC II} • 20958576.I
ARTICLE VIII
This Certificate shall be effective on the date it is filed with the office of the
Secretary of State of the State of Delaware.
ARTICLE XIV
The Warne and mailing address of the incorporator are as follows:
Andrew J. Fadale, Esq.
Schulte Roth & Zabet LLP
919 Third Avenue
New Yvrk, NY 10022
The powers of the incvrporatar shall terminate upon the filing of this Certificate
with the office of the Secretary of State of the Skate of Delaware.
DOC ID - 20958576.1 4
I, THE UNDERSIGNEJ.~, for the purpose of farming a nonstock, nonprofit
corporation under the laws of the State of Delaware, do make, file and record this Certificate of
Incorporation, and da certify that the facts herein stated are true, and have accordingly hereunto
set my hand this today of _ ~~,.,,,, , 2d I ~ .
~. ~ ? ~../
Incorporator
Andrew J. Fadale, Esc{.
I~1ame {type ar print)
DOC 1D -2D9S8S76.1
N. Y. S, DEPARTMENT OF STATE
D~VTSION Q~ CORPORATIONS AND STATE RECORDS ALB~.NY, NY 12231-g001
FILING R~CE~PT
___~___________________ _____________~~____T_________~_
ENTITY NAME: ALUMNI REVOLUTION, INC.
DOCUMENT TYPE: APPLICATION FOR AUxHORITX (FOREIGN- NFP TXP~: B COUNTY: NEWY
FTLED:04/08/2014 DURATION:PERPETUAL CASH#:14Q4080006$0 FILM #: 40408000648
FILER:
SCHULT~ RQTH & 2ABEL LLP
919 THIRD AVENUE
NEW XORK, NY 10022
ADDRESS FOR PROCESS:
REVOLUTION SCHOOLS
C/O SETH ANDREW
NEW XORK, NY 10p30
REGZSTER~D AGENT:
300 W. .35TH STREET
EXIST DATE
0~/08/2p14
SERVICE CQMPANY: NATIONAL CORPQRATE RESEARCH, LTD, - 26 ~ SERVICE CODE~:`26 ^~
FEES 170,00 PAXM~NTS 170.OQ
~'I~,ING x.35 , 00 CASH 0 . 00
TAX Q.00 CHECK 0.00
CERT 0.00 CHARGE 0.00
C4PZES 10.00 DRAWDOWN 170.Op
HANDLING 25.40 QPAL p.00
REFUND 0.00
nos-~.oz~ (o~/zoo7)
T hereby c~z~tify that the annexed copy has been compared with the
o~ig~nal document in the custody o~the Secretary of Stake and that the same
is a true copy of said original.
~~per~s~~e•
. ~
~ .
. ~,, ~,. ,~, .
t.
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• •
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[~~ •
w ~ r^'f i
~ ,~{1 c etoa <1' •
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~Y •
e
"FITNESS my hand and official seal of the
Department of State, at the Czty of Albany,
on Aprii 9, 2Q 14.
/r
Anthony Giardina
Executive Deputy Secretary of State
x~w York stir
I7epartmaat of 5tatc
DlvisIon of CorEwrstions, State Rxords and Uniform Commercial Code
One Carnmcree Alnxa, 99 Wsshingtnn Avenut
Albacty, N1C 1223 i
www.dos.sry,gav
APlP3L~CA~f31~I Ft?R A~''T~t~RIT'~
~~
.ALUMNI REV4LUTTON, INC.
(Jrasrt Name of Parrign Corporation)
Under 5ectian 134A~ of the Nit far Profit Corpoz~aCian Law
~'ff~ST: The name of foreign corporation is:
ALUMNI 17EV4LCJ'~IDN, ~3C.
If the ryeme of the corparat~an does not cor~iain a required word or abbreviation iadicadng
corparatc cfsaracter. the corporation agrees to add the following ward or abbreviation
ro the end of its name far use In this state.
If ti c corporndon's tzve name is not avai4ablo for use in: this state pursu~urt to §30I and §3~2 of
th~Not-for•Prufit Corporation L,ew, the fic#itiaus name the corporation ages to use in New
York State is:
SECC?ND: The juri$dtativn in wf~ia~ the corparadQn was organized is:
Delaware
The dau of its incorporatit~n is: Fabroary 20, 2014
TI-~RT): The c~~rntio~ is a foreig» corparationas definex! i~ sc~tion lU2{a)(7j ofthallot-farPra~t Corporation L~.w.
FQUI2.TH: The corporation is a Type B corporatipn under Seetian 201 of the Not farPro~it Corporation I,aw.
FIFTrI:
A. The pvrpasa or puippses to be pursued In Ehis s~xie and tha activities which it proposes to
conduct in this state are:
(1} to equip schaEars is succeed in the colicga of their cheice end a, life of active citizenship
through racutaiict~, social counseling, academic support, f~nanciat literacy and advocacy trai~i»g,
{2). to so~iclt, raise, receive, hold, invest and expend funds for the advancement and furtherance
of such purposes.
UOC 1D -1t~93E582.1
~!~lLili~~ •~
~'sge s of3
B: if the corparatian is a Type C corporattoir, the tawfut pubEtc orquasi-public objea~ve
wftieb tech busiin~ess put'pose will acf~'seva is;
w~.
f The corporation is authprircd to candt~ct the above activities in its jurisdicdun of
Ti~corparation.
~ SI3~."~Ti; 'nsc: county vrethin this state in which the affic,~ of the corporation is to be located is:
New work ~aun~ (A county in New Yark State rauust be stated Please
notes that the cor~oratioa is got t~equirec~ to have an acWat physical affiac in this ~state.j
$E~EN'T'H; 'i'Ise Secretary of Skate is designated as a~raxt of the eorporatinn tzperct whom
groccss against The corporation may be served. Tbc addrtss to which the 5cxrttaty ofStato
stcaFt t'anvaxd copies afprocess accepted an bchxlf ofthe carpnratian is:
` Revolution Schools
' ~ c% Seth Andrew
3n0 W,135~' Street
.~ Ne w York, NY I60~4
EIGHTH: (i'Iease check the appropriate statemc.~~}
~ '~be carporstlon has not s'uiee its inCOrpacation or since the date its authority to da
business xn New York was test surrendered, engagod in any activity in this state
except as sat forsh 9n paragraph (b} of See~an 1301 of thaNat-far-Profit
3 Coxpor~,tion Law.
❑ Ttie cs~nsent of tht State Tax Cwnmission is auaahed.
Chalrtnan ntthe ~oaM
(~1'8►l1 (5lg~nr's 77tk)
Sett Andrew
(Prhrt ar 7y~e Sigrrar's Name)
t
I?OGIA•204SISi3.i F~geZOf3
2 ~rSt ,~t~ate
.~. JL~'~'FlEY W _ Bi7L.~OCK, SLCRE~'ARY 4F S~"AT'E OF ~'HE STATE OF
BE~4WARE', DCJ FIEREBY CERfiXF'Y ^A.Lt~N'S REVt~F~CJ2'TaN, INC. " T3 DU~~.'
INCdR~'O.RA~`ED UriT]'JER THE I~1W.S QF T$E STATE 4F DF,.LAGPAF2~~ AND SS I'N
GOOD S~AfiTD,TNG AND HA6 A LEGAL CORPC)RA~'E E.iCTuTENCE SO FAR A5 TffE
RECOitb5 OP' TEZ'S £OFFICE SFIf3W, AS 4F' ~'FiE Tt~'N~Y-FIRS2' DAY C7F
FE.BR~ARY, -A.D. 20.14_
AriTD I A4 .liERk~BY FUR2'fXER CERTIFY THA2' 2`.8'E SAID "AGCJMNT '
1~VOLD2'ION, ZNC. " WAS INCORP(7RXiTED ON THE TWENTZ"~~'R I.7AY OF
FEBRi7ARY, ~Ti . U. 24,E ~ .
AND I DD AEREBY FURTBE~t CER~"1'FY` ''FIAT 2'XE FI21dNCFTISE `AXES
,NAVE NOS' BEAN ASSESSED TO 1JA.T~.
5485426 830D
I4R21~414
Yov sway vozity thfr cartt3'laat~ ort,~xaa
nE cazZa.dslaware.gov/anChver.shtraZ
Jeffrey W. 9uibck Secretary of State ~``*+
x~rrr~ xoN: 215.Ixo~
DAB: 02--22 -~,~ 4
STATE OF NE"t3V Y(}RF~
THE STA'I~ EI7UGA'TION DEPARTMENfi
Albany, New York
CUNSENT TO FILIlVG WITH THE DEPARTMENT' 4F ST.A~TE
(General Use)
Consent is hereby given tcs the ~ilirig of the sunexed appiicatian for authority
A f At~UMNI REVOL4JTION, INC.
~n,~or~atyt
pursuant to the applicable provisions of t}xe Education T,~tw, tie Not-far-Profit Corporation L,aw,
the Business CaEporation Law, the Limited Liability C~xnpa~p L~ti~ ar any other appticabk~
sf8hite.
T~iis aa~ns~ret zs issued solely fox ptuppses of ding tlse a~exed doc~unieEZt by the
Department of Sfate and ,shell not be construed as appravai by ire Board of Re~euts, tl~e
Cainm~€ssio~ter of Education or the State Educatianl~epa~fsnent of the ptu~oses or objects ~f such
entity, nor sb~all it be consh~ued as givzng the officers ox a~cent~ of such entity Lhe right tp use the
tu~me of the Hoard of Regents, fh~ Commissioner of Educakion, the University of flee State of
New York or the State Education Department itx~its publications ax adve~rtasing matter.
IN WITN~~S WHEREOF this insfn~meni is
executed and the seal o£ tie State ~ducatian
Departatent is affixed.
JOHN B. KIlVG, 3R..
Ct~tnmissioner of ~iica~ion
Ki':~t~i~L'.~~ ~vl~::i~r:~ll~ .•
Gonunissiouex`s autl~arized. designee
,~~~.~It~-1
nai~
THIS Dt)CUMENT .IS N4T VAI.YD VtR'~'FtC)U~' T~i~ S~GNATUI~.E OF TIDE
COTriiYtP'SSI(~NER'S AUTH4RI2ED DESIGNEE AND THE C?FFICLA.L SEAL OF rt'HE
ST~1.TE ED~3GAT~UN D~PAR1T17ENT.
. .
APPL,~CATIt.~I~T FtJ~R AUTHC}~TY
C}F
ALUMI~FI R.~V~~,UTIUN, n~c.
(insert Name~af Faretgn Corporalipn)
Under SecCion 1344 of the Not-for-Profit Carparatipn L,aw
F~1cr`s Namc Schufta itnth & 7abe1 LI.P
Address 9i9 Third Avenue
City, State and Zip Code Ncw York, NY tQ022
hIC71'E: The certificate must be submltEed with $ :I35 ftling fee, 'I~Is form was prcpared by the I~tew York Sfato Deparnnont of State. It dries not contain at! opdona! pravisians emdcr the (aw, You are not rcquired Co use this
farm. You may drag your ovm form ar use forms available ac legal stat[onery stores. T7►e Department of Stale
recommends that a!l documenCS b~ prepared etndcr ttic guidance of an attorney. Attached to the Appllcatiou for
Authority must 6e a CerilfiCate of Exlsfence from the official wha ifles end malnta[ns corporakt recortfs in the
jurisdiction of the corpora#ion. (Please Notes This o~ci~ is gencara]!y the Secretary of State and many
jurisdic&ons refer w the CtrEificatc pfExistence as ~ Certifteate of Good StandIng.} Ptease be sure to review
Section 40d of fire 7~Iot fir-Pratit Corporation Law to determine if any cartsents or approvals are requPred to
be att~che~1 to this application for antl~orlty.
~'or Ogee Use Only
G `~
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DUCm-2oss8582.~ ;.; r~'~~_..~~.>..~~~ fYaga3af3 ,~
~ a~c~ar~e PAGE s
die ~"irst State
I , JEFFREY W . BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "ALUMNI REVOLUTION,
INC. ", CHANGING ITS NAME FROM "ALUMNI REVOLUTION, INC. " TO
"DEMOCRACY BUILDERS FUND, INC_ ", FILED IN THIS OFFICE ON THE
TWENTY-FOURTH DAY OF JULY, A _ D _ 2015, AT 6: 0 7 O 'CLOCK P . M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
KENT COUNTY RECORDER OF DEEDS_
5485426 81Q0
251093129
You may verify this certificate online
at corp.delaware.gov/authver.shtm2
Jeffrey W. Bullock, Secretary of State
AUTHEN C TION: 2590137
DATE: 07-27-15
State of Belaware
Secreta of State
Division o~Corporations
Delivered 06:07 PM 07/24/2015
FILED 06:07 PM 07/24/2015
SRV 151093129 - 5485426 FILE
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
(A CQRPC)RATION WITHOUT CAPITAL STOCK)
The corporation, Alumni Revolution, Inc.
organized and existing under the laws of the State of Delaware, hereby certifies as
follows:
{I) That at a meeting a vote of the members of the governing body was taken
for and against the amendment to the Certificate of Incorporation, said Amendment being
as follows:
"ARTICLE 1
The name of the corporation is Democracy Builders Fund, Inc."
(2) That said amendment was duly adopted in accordance with the provisions af.
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed this lath day of ~u~Y A,p, 2015
Authorized Offieer
N&me:
Seth Andrew
Print ar Type
N. Y. S. DEPARTMENT OF STATE
DIVISION OF CORPORATIONS AND STATE RECORDS ALBANY, NY 1.2231.--0001
FILING RECEIPT
ENTITY NAME: DEMOCRACY BUILDERS FUND, INC. ^^~ Y~
DOCUMENT TYPE: AMENDMENT {FOR. NFP)
NAME
COUNTY: NEWY
F'ZLED:07/27/2015 DURATION:********* CASH#:150727000700 FILM #:150727000669
FILER:
C/O SCHULTE ROTH & ZABEL LLP
919 THIRD AVENUE
NEW YORK, NY 10022
ADDRESS FOR PROCESS:
REGISTERED AGENT:
-. ~ ~ , ,.
. , ~; - ~ -
.:
SERVICE COMPANY: ALBANY CORPORATE RESEARCH LTD. -- 41 SERVICE CODE: 41.^
FEES 65.00 PAYMENTS 65.00
FILING 30.00 CASH O.Od
TAX 0.00 CHECK 0.04
CERT 0.00 CHARGE 0.00
COP~~S 1.0.00 DR.AWDOWN &5.00
HANDLING 25.00 OPAL Q.00
REFUND O.OQ
DOS-7.025 (04/2007}
r h
s~A ~~ o.~ .~v.~ W ~o.~
DEPARTIVIENT QF S'TATE
7 hereby certify that the annexed copy has been compared with the
original document in the custody of the Secretary of Sate and that the same
is a true copy of said original:
Rev. 06/13
WITNESS my hand and a~"~cial seal of the
Department of State, at the City of Albany,
on July 28, 2015.
~1~'i ~ s'
.Anthony Giardina
Executive Deputy Secretary o~ State
~;:.c.
~,, ,
~..
~ ~ - ~
f~Ts7~+~~
~
• t
... Naw York Stale ~, 5 4l i ~ i ~ ~ ~ C.,{.
Department ~f State ~ f
Dsvision of (;orpardponv, Skate Rcxords
and Uniform Commercial C~odo
Otto Commerce Plaza, 99 Washington Avarue
Alh~cny, iJY i 2231
CERTIFICATE OF A.IVZENDMENT
OF
ALUMNI REVOLUTION, INC.
(/ltserl Nwne of Foreign Corporation)
Under Section 1309 of the Not-for-Profit Corpararion Law
~']~.2,~'T: The name of the corporation as it appears on the index of taaraes in the Department of State is:
Alumni Revalutian, Inc.
Camplete this paragraph only if the corporation has agreed to use a fictitious name in New Xoric State.)
The fictitious name the corporation has agreed to use in New York State is:
SECOND: Tice jurisdiction of incorporation of the carporarion is:
Delaware
T~-RRD: The date an which file corporation was authorized to conduct activities in New Yozk State is:
Apri! $, 2014
FOURTH: Tfie Application for authority is amended as follows:
If the trot name of tt~c foreign corpocatron has bccn changed, set forth a statement tk~at the change of name his been
effected under the taws of the jurisdiction of incorporation and the date thcchange was so effected_
7f rho activities it proposes to caaduet in this state are to be enlarged, limited or otherwise changed, §et forth a Statement
that the corporatiost is authorized to conduct the activities to its jurisdiction of incorporatiotr.
Paragraph FIRST of the Application for Authority is amettded to read in its entirety as
foIlows;
"FIRST: The name of foreign corporation is: Democracy Builders Fund,
Inc."
The name of the carparation was changed in its home state of Delaware
an June 2015.
,~~:~~-~.~,/r~-•- Authorized Person
{Signature)
Seth Antlrew
(Name afSi~ner)
p05-1660-f-i (Rev.071i1)
150727000669
((:opacity ojSigner)
Page 1 of 2
A,~ }
~R-~
CERTIFICATE OF AM~'NDMENT (~
W
OF
ALUMNI REVOLUTION, INC.
(Insert Name aflbreign Corporatinn)
Under Secfion 1309 of the Not-for-Profit Corporation T.aw
Filer's Name ~a Schulfe Roth & Z8b81 LLP
Aaa~ss 919 Third Avenue
City, State and Zip Code New York, NY '10022
NO'T'E: This £orm was prcpazcd by the New York Statc Department of State. It does not contain all optional provisions
under the Iaw. You are not cr,~uired to use this form. You may draft yow own form or use farms available at ]egai
stationery stores. Tf►e Department of State recommends that all documents be prepared under the guidance of en attomcy.
PIease be sure to review Sectloa 1309{c) and Section 404 of thG Diot•for-Profit Corpor~tioa Law to determine if
any consenb or approvals are rsquired to be ~ttxched to this cerftfieate otxmendment The certificate must be
submitted with a S30 ~ltng Ccc.
/"or ice Use Only
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~~~~~~i~iCf11 ~ J'~1!l~
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~~ JUL 2 7 2015
FAX S
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DRAV~DO~VN ~ t J~.~
oQS-1560-f-I (Rev. 07!11) Page 2 of 2
D e aware Page 1
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED TS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "DEMOCRACY BUILDERS
FUND, INC.", FILED IN THIS OFFICE ON THE TWENTY—SEVENTH DAY OF
OCTOBER, A.D. 2015, AT 3:08 O~CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
KENT COUNTY RECORDER OF DEERS.
5485426 8100
SR# 2Q150660615
You may verify this certificate online at corp.delaware.gov/authver.shtml
.laPtny Mi. ~+6nac►. SscnAF+Y a(&n~
Authentication: 10323039
Date: 10-29-15
State of Dela~r-are
Secretai~t~ of State
Di~~lsion of Cor~~orations
Deli~~ered 03.08 Pl110r7712015
QED 03;08 Pti 10+'2712015
SR 20150660615 -File Number 585426
~TA.T~ t3F DELAWARE
~ERTI~~C~'~`E t~~' AMEND1VIElY'~'
(A. GOR~'C} iTIfJN VVIT~It7~T CAPITAL STOCK)
'i'he car~wration, Democr~cv Builders
organized and exiStin~ ender the laws ofthe Slate of
fatlaws:
(~)
~`vr and agaii
as follows:
hereby certifies a~
That at a meeting a vote €~f the memtsers of the governing body was taken
Est ttte amettament to tt~e ~:ert~t~cate said Amendment bein;
~ARTICI.E 3
The corporation is a non~rrafit cotporatinn ar nized exclusively far
charitable purpas~s within the meaning c~f'section 501~(c)(3} of the
irttern~l Revenue Code a~f' 1986, as amended {tie "Code"), or Ehe
cs~rres~onding provisifln of any subsequent federal ta~c law, irtalud'zng,
i~ut not limited to, the following:
(1} to increase ac~~ss to pac^ent chc~ic~ i~
public schools through active gtassraals engagement;
(2} to ~r~crea~ the rate at which students
from traditionary disadvantaged baetcgrounds obtain college
degrees; and
(~) ~o enga~c, is furtherance of ih~ foregoing,
ire any aid a[I Iawful ~ct~vitie~ for wtzich a catporatian may ~e
orgar~ized eu~d~r the General Carpar~t~on Law t~f Delaware
("DGCL."~, except as restricted herein or in the bylaws of the
~orparatian.
Atatwithstarrding any pmvisi~n of this Certificate or any provisions of
applicably state taw to the contrary, the carporadon is net authorized {a)
to make arty payments or distributions, or otherwise carry on any
activities, which would c~aus~ it to fail to qualify, ar to coniittue to
qualify, as {r~ a~ r~rgantxacion ~xempc from fedexal income tax under
section ~fll{c)(~} of the Cody, or {}~j an c~rg~niratian ~antri~u#ions to
which are deductible under sections I?q, 2455 end 2522 of the fade or
(6} to accept gifts or cantribu~ions fur other than the charitable purposes
stated above."
{2} That said arnet~dtnent was duly adapted in accordance with the provisions of
Section 242 aFthe General Corporation Law o~the State of Delaware.
+x~c is - 23623347. t
iN WITNESS WHEREUF, said corporation has caused this certificate to Ese
signed this ~ j day aF ~J~r6e~ , A,D. ~• c~ { S
,,~~~ f ~~,.~r ...III`
~~ •-
Name: Seth Andz~ew
Print trr TYPE
I70C Ifs - 23523397. t
N. Y. S. DEPARTMENT OF STATE
DTVISZON OF COR~OkZATTONS AND STATE RECORDS ALBANY, NY 12231-0001
FILING RECEIPT
ENTITY NAME: DEMOCRACY BUILDERS FUND, INC.
DOCUMENT TYPE: AMENDMENT (~'OR. NFP) COUNTY: NEWY
PURPOSES
FILED~12/03/2015 bURATION *********^TCASH#~:151203000671yF~LM $#~.151.203000623YWy
FILER:
C/O SCHULTE ROTH & ZABEL LLP
9l9 THIRD AVENUE
NEW YORK, NY 10022
ADDRESS FOR PROCESS:
Q~ +3 ~C U
OOOdRQ
REGISTERED AGENT: ofl°~,A ~'~'`~' I``~.t';~Jay.°r~
tl~~ ~~
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SERVICE COMPANY: NA~~ONAL CORPORA.T~ RESEARCH, LTD. - 26 SERVICE CODE:~26 V
FEES 65.00 PAYMENTS 65.00
FILING 30.40 CASH a.00
TAX 0.00 CHECK O.QO
CERT 0.00 CHARGE 0.00
COPIES ~d.00 DRAWDOWN 65.00
HANDLING 25.04 OPAL, 0.00
REFUND 0.00
DOS-1025T(04/2007)
N. Y. S. DEPARTMENT OF STATE
DTVZSION OF CORPORATIONS AND STATE RECORDS A.LBANX, NY 12231-0001
RECEIPT
ENTITY NAME: DEMQCRACY BUILDERS FiJND, INC.
DOCUMENT TYPE: .AMENDM~N'~ (FOR. Nk'P) COUNTY: NEWY
F~LED:11/13/201.5 DURATION:****~**** CASH$$:151113000759 FILM #:
FILER:
C/O SCHULTE RO~'H & ZABEL LLP
919 THIRD AVENUE
NEW YORK, NY 10022
ADDRESS FOR PROCESS:
oAOa000w <a~~
REGISTF~RED^AGENT_ Rqa~-~ ~~ ~~'~'~,,°°~6
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-------_........_,~_~_.-----------------------------------------------------T_.,.~-------
SERVICE COMPANY: NATIONAL CORPORATE R~S~A~2.CH, LTD. — 26 SERVICE CODE: 26
FEES 25.OQ PAYMENTS 25.00
FLING 0.00 CASH 0.00
TAX 0.00 CHECK Q.00
CERT 0.00 CHARGE Q.aa
COPxES 0.00 DRAWUQWN 25.00
HANDLING 25.00 OPAL 0.00
RE~'U~7D ~ 0.00
I~OS-1.025 (04/2fl07}
'' ~.
S~'A TE C1 F NE T~ Y4.~'K
.DEP,AR ~'.ME1VT QF STA TE
I hereby certify that the annexed copy has been compared with the
original document in the custody of the Sec~retaxy of State and that the same
is a txue copy of said original.
Rev. 06/13
WITNESS my hand and official seal of the
Department of State, at the City of Albany,
o~ Decembex 4, 201 S.
~~~~ r - ~~
Anthony Giardina
Executive Deputy Secretary o£ State
NCR~2~ 15 3~ 0 3 p 0 U ~~
Ncw Yotk 3tatC
D~tr►ent ot'Swc
pivisian of Cor~wtutlons, Stata Revocds
and Unit'c~m Comm~cta! Coda
qne Ccrrs~rtspu P!~ 94 Washington Avcnur
Albany.NtY 12?3t
CER.~'IFICATE O~ A.N~~NDN1.L~tT
OF
Democracy Boulders ~u~d, Inc.
(insert ame r~'Fonelgrr Carparatlon)
Under Section 1309 of the Not-for-Pto~t Gocporattan Law
F~kST: The name of the cor~roration as It ap~rs on the index of names in the Department of State is:
Decnocraey Builders Fund, Inc.
{Comple~o this psra~raph oniy tf the corpa~a~ion has ag~ccd W usr a S'cctltlous name in New York Suie.)
The fi~dtsous name the corporation ties agreed to' use in New Yortc State is;
SECUNU: The jurisdiction of incorporation of the corporation is:
• Detaware
THIRD: The dale on which the corporation was suthorlud to conduct actEVities to New Yark State is:
Apra! 8, 2014
FQURTH: The Application for authority is arnendcd as follows:
Faragraph H.,~' ECtD of the Appiicat~an for Authority is amended tv read ire its entirety as ~'oilows:
_, ~`'TH~RD: '~'he corporation is a nonprofit corporation orgasii~d exgIusiv~Iy for ch~ri~ahlc fir` . k.
`°°~ purposes within the meaning ofsecNatt S0l(c}(3) o f the Internal Revenue Dade t►f 1986, ss
amended (the "Cato"), or the corresponding provision of any subscqucnt federal tax law,
including, but not limited to, the fallowing:
{I) to increase access to parent choice in public schools thraugEe active
grassroots ea~a$ement;
(2) to inc the rate at which students fram.traditionaily
disadvantaged backgrounds alatain college degrees; and
(3) to engage, in furtharancc of the faragoing, in any and all lawful
activities for which a corporation may be organized under the Genc~al Corporation Law
of Delaware ("DGCL"), except as restt~cted herein yr in the bylaws of the aorpotation.
Notwithstanding ~y provision of this Certificate or any provisions of applicable state taw to the
contrary, the corporation is not authorized (a} to make any payments or distributions, or
otherwise carry on any activities, which would cause it to fail to gaalify, nr to continue to
qualify, as (Ij an o~,anization exempt from federal income tax utter section SOt(c)(3) of the
pas-~s6ar•~ . cam. o~~~ n
DOC ID-11623119.1
'i 5'~ 203000623
Doge i af3
Code, or (i~} an organization contributions to which are dedu~dbte wider sections 170, 2 55 and
2522 of the Cade ar (b) to accxpt gifts nr contributions for ath~r than the charitable parposes
stated above."
( (Signature)
(A'amt oJSJgner}
005-136861 t~v.0~/11)
OpC SD•23b23119.1
Author€zed Person
(CaP~+4' of~S++~r)
Page! ~i3
-.
v
'`~ 4~~~ 7H£ STA'f~ EpUCA710N pEPARTMENT I THE UNIVERSITY 0~ FHE STATE OF NEw YORK J ALBANY, NY 12234
~~ ~ x
,~o Office of Counsel
`~q~ QF i TeI.518.474.6400
Fax 518.4741940
To: Department of State
Bureau of Corporations
From: Office of Counsel and
Deputy Commissioner for Legal Affairs
By; ~ ~ ,~~~ Date: NOV a ~ .:~Oil`~
Seth p. Gilboord
Subject: Democracy Builders Fund, Inc.
Reference: Proposed Certificate of Amendment
WANER (~F CONSENT OF COMMISSIONER OF EDUCATION
The attached document, regarding the above, was submitted to this office .for review to
determine whether the provisions ` of section 2-16 of the .Education Law require, the consent. of the
Commissioner of Education to its filing with the Department of State, or wheEher the Education
Department would have any abjection to its filing.
After review, it is the opinion of this office that there is na need for the Commissioner to
consent to filing pursuant to New York Not-far~t'rofit Corporation Law §404(d} since the purposes
of the proposed corporation do not fall with the subjects enumerated in New York Education Law
§2l 6, and on that.baszs we have issued this waivex of consent.
_ _
"►
NCR-2~
r
~5~ 20300 o c~~.3
CERTIFICA'i"~ OF AMENDMENT
OF
Democracy,~Builders Fund, Ittc.
(lrrser~ Name of ForeJgx ~'orparation)
Under Section 13U9 of the Not for-Prot Corpar~tion Law
~it~•s tv~ dd scna~~ ~~n ~ z~i ~.~.r
na~~ 9i9rn~a.n~~n~
ct~y, suuc Ana zip c~ rkW Ya~,,r~y ~ oozz
PIU'i'~: 't'itis form was prcparod by chc Ne~v Yot~, Stata Departmentof States tt does pot contain all optional pmvistoatis
under tEsc Ia~v. Yau me riot r~gatrad a use this Casco. You may dru~t yoar uam form or use forms avatloblc at l~l
smeioncry scores. The p~partmsnt ofSlato recammeMis l~at all dacurnanis be cd um3er the guidance of~n atcaney.
Puns b~:nrr ~o rsvtew Sactlon 1309(c) ~a8 Section 4D~1 at'the Net•far-Prafft Corporation Laiw to dete~rp~Ine Ilsay ,
toasents or appr~vats ers regnEred to 6t Attached to tgfs crt#ificatc oEAtaa~dmex~ 'flee ccrttficate mu~c be suhmittact
wtlh s $3a Rling fee.
C~
O,(j7~se On(y
•p M
~+rw+R ~ 't, - .. ~ t~ d: 1, ~ ~ ~ Cam.
~.• ~
STATE 0~ NSW YORK
~~: DEPARTMENT OF STATE
~
w
°
~
~ F►~~D SFr., t~ 3 2015
~` ~` r~x ~ E.~.1 M
BY; L~cw
~ o
C~'l t
oasas6o.r•~ ~a~.o7r:r> Pagc3cf3
QOC IR - x36231 l9.1
CONSENT TO ACTION
OF THE
BOARD OF DIRECTORS
OF
DEMOCRACY BUILDERS FUND, INC.
September 22, 2015
The undersigned, being all of the members of the Board of Directors (the "Board") of
DEMOCRACY BUILDERS FUND, INC., a Delaware corporation (the "Corporation"), acting in
accordance with the Delaware General Corporation Law (the "DGCL"), do hereby (i) consent to
and adopt the following resolutions as of the date hereof, which resolutions shall have the same
force and effect as if adopted at a meeting of the Board duly called and held, and (ii) direct that
this consent to action be filed with the minutes of the proceedings of the Corporation:
WHEREAS, the undersigned constitute all of the members of the Board;
WHEREAS, the Corporation wishes to appoint officers to serve the
Corporation;
WHEREAS, the Corporation wishes to adopt, with retroactive effect to
the effective date of incorporation of the Corporation, a Conflict of Interest Policy
in the form attached as Exhibit A hereto; and
WHEREAS, the Corporation wishes to adopt, with retroactive effect to
the effective date of incorporation of the Corporation, the Bylaws in the form
attached as E~ibit B hereto;
NOW THEREFOR SE IT:
RESOLVED, that the Conflict of Interest Policy annexed hereto as
Exhibit A is hereby adopted as the Conflict of Interest Policy of the Corporation.
FURTHER RESOLVED, that the persons named below, each having
consented to act as such, be, and they hereby are, elected to the offices set forth
opposite their respective names below, to serve as the officers of the Corporation
and to hold such offices until their respective successors shall have been duly
DOC ID - 23534856.3
elected and shall qualify, or until their death, resignation or removal, in
accordance with the Bylaws of the Corporation and the DGCL:
Officer Office s
Seth Andrew Executive Director
Stacy Birdsell Secretary
FURTHER RESOLVED, that the Bylaws annexed hereto as Exhibit B
are hereby adopted as the Bylaws of the Corporation.
FURTHER RESOLVED, that a copy of this Consent to Action be filed
with the minutes of proceedings of the Board.
This written consent may be signed in counterparts, any of which may be by facsimile,
provided that the originally executed document is thereafter forwarded to the Corporation.
IN WITI~IESS V~~HEREUI', the undersigned have executed this rvritte~~ consent as of ttie
date and year first indicated above.
Seth Andrew
i
.~..._~.~..~._....u_.~.~ ____....__.._w.,.~._....._...._.~.~..,~_....~...._.....
Stacy E3irdse..
Exhibit A
DEMOCRACY BUILDERS FUND INC.
CONFLICT OF INTEREST POLICY
Article I
Purpose
The purpose of this conflict of interest policy (the "Policy") is to protect the interest of
Democracy Builders Fund, Inc. (the "Corporation") when it is contemplating entering into a
transaction or arrangement that might benefit the private interest of an officer or member of the
board of directors of the Corporation or might result in a possible excess benefit transaction.
This Policy is intended to supplement but not replace any applicable state and federal laws
governing conflict of interest applicable to nonprofit and charitable organizations.
Article II
Definitions
For purposes of this Policy, the following terms shall have the following definitions:
1. "Family Member" means parents, grandparents, spouses, domestic partners, siblings,
children and grandchildren.
2. "Compensation" means any direct and indirect remuneration as well as gifts or favors that
are not insubstantial.
3. An "Interest" exists when a director, principal officer, or member of a committee with
powers delegated by the board of directors has, or to that person's knowledge a Family Member
has, directly or indirectly, through business or investment:
a. An ownership or investment interest in any entity with which the Corporation has a
transaction or arrangement;
b. A Compensation arrangement with the Corporation or with any entity or individual with
which the Corporation has a transaction or arrangement; or
c. 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.
An Interest is not necessarily a conflict of interest. Under Article III, Section 2 of this Policy,
a person who has an Interest may have a conflict of interest only if the appropriate governing
board or committee decides that a conflict of interest exists.
4. "Interested Person" means any director, principal officer, or member of a committee with
powers delegated by the board of directors, who has an Interest.
DOC ID - 23534889.1
Article III
Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an Interested Person must disclose
the existence of the Interest and be given the opportunity to disclose all material facts to the
directors and to the members of committees with powet•s delegated by the board of directors that
are considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the Interest and all material facts, and after any discussion with the Interested
Person, he/she shall leave the meeting of such board of directors or committee while the
determination of a conflict of interest is discussed and voted upon. The remaining board of
directors or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An Interested Person may make a presentation at the board of directors 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.
b. The chairperson of the board of directors or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction
or arrangement.
c. After exercising due diligence, the board of directors 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.
d. If a more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the board of directors 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.
4. Violations of the Conflict of Interest Policy
a. If the board of directors or committee has reasonable cause to believe any Interested
Person has failed to disclose an actual or possible conflict 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.
DOC ID - 23534889.1 2
b. If, after hearing the member's response and after making further investigation as
warranted by the circumstances, the board of directors or committee determines that the
Interested Person has failed to disclose an actual or possible conflict of interest, it shall
take appropriate disciplinary and corrective action.
Article IV
Records of Proceedings
The minutes of the board of directors and of all committees with powers delegated by the board
of directors shall contain:
a. The names of the persons who disclosed or otherwise were found to have an Interest in
connection with an actual or possible conflict of interest, the nature of the Interest, any
action taken to determine whether a conflict of interest was present, and the 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.
Article V
Compensation
a. A voting member of the board of directors who receives Compensation, directly or
indirectly, from the Corporation for services is precluded from voting on matters
pertaining to that member's Compensation.
b. 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.
c. No voting member of the board of directors 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 from the Corporation.
Article VI
Annual Statements
Each director, principal officer and member of a committee with powers delegated by the board
of directors shall annually sign a statement which affirms such person:
a. Has received a copy of the conflict of interest policy
b. Has read and understands the conflict of interest policy
c. Has agreed to comply with the conflict of interest policy, and
DOC ID - 23534889.1 3
d. Understands the Corporation is anot-for-profit corporation 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.
Article VII
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.
Article VIII
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Corporation may, but
need not, use outside advisors. If outside experts are used, their use shall not relieve the board of
directors of its responsibility for ensuring periodic reviews are conducted.
DOC ID - 23534889.1 4
Exhibit B
BYLAWS OF
Democracy Builders Fund, Inc.
Adopted on September 2 2 , 2015
DOC ID - 23534880.2
TABLE OF CONTENTS
Page
ARTICLEI NAME ..........................................................................................................................1
Section1.01 Name .................................................................................................................1
ARTICLEII MEMBERS ................................................................................................................1
Section2.01 Members ...........................................................................................................1
Section 2.02 Meetings of Members .......................................................................................1
ARTICLE III BOARD OF DIRECTORS ......................................................................................2
Section 3.01 General Powers .................................................................................................2
Section 3.02 Number of Directors .........................................................................................2
Section 3.03 Election of Directors .........................................................................................2
Section 3.04
Section 3.05
Section 3.06
Section 3.07
Section 3.08
Section 3 09
Annual and Regular Meetings ......................
Special Meetings ...........................................
Notice of Meetings; Waiver of Notice..........
Quorum; Voting ............................................
Presence by Telephonic Communications....
Adjournment
...................................................3
...................................................3
...................................................3
...................................................3
...................................................4
4
Section 3.10
..................................
Action Without a Meeting ................................................................................4
Section3.11 Regulations .......................................................................................................4
Section 3.12 Resignations of Directors .................................................................................4
Section 3.13 Removal of Directors ........................................................................................4
Section 3.14 Conflicts of Interest ..........................................................................................5
Section 3.15 Vacancies and Newly Created Directorships ..............:....................................5
Section 3.16 Compensation ...................................................................................................5
Section 3.17 Reliance on Accounts and Reports, etc ............................................................5
ARTICLEIV OFFICERS ................................................................................................................5
Section4.01 Officers .............................................................................................................5
Section 4.02 Election of Officers ...........................................................................................5
Section 4.03 Removal and Resignation of Officers; Vacancies ............................................6
Section 4.04 Compensation of Officers .................................................................................6
Section 4.05 Authority and Duties of Officers; Conflicts of Interest ....................................6
Section 4.06 Executive Director ............................................................................................6
Section 4.07 Vice Presidents .................................................................................................7
Section4.08 Secretary ...........................................................................................................7
Section 4.09 Treasurer ...........................................................................................................7
ARTICLE V COMMITTEES ..........................................................................................................8
Section 5.01 Designation of Committees ..............................................................................8
Section 5.02 Committee Members ........................................................................................8
Section 5.03 Committee Procedures ......................................................................................9
Section 5.04 Meetings and Actions of Committees ...............................................................9
Section 5.05 Resignations and Removals of Committee Members .......................................9
DOC ID - 235348802
19738018_1 ~
Section 5.06 Vacancies on Committees .................................................................................9
ARTICLE VI INDEMNIFICATION ............................................................................................10
Section 6.01 Indemnification ...............................................................................................10
Section 6.02 Advance of Expenses ......................................................................................10
Section 6.03
Section 6.04
Section 6.05
Section 6.06
Section 6.07
Section 6.08
Procedure for Indemnification ...................
Burden of Proof .........................................
Contract Right: Non-Exclusivity; Survival
Insurance....................................................
Employees and Agents ..............................
Interpretation; Severability ........................
ARTICLE VII OFFICES .........................................................
Section 7.01 Registered Office ......................................
Section 7.02 Other Offices ............................................
....................................................11
....................................................11
....................................................11
....................................................12
....................................................12
....................................................12
.....................................12
.....................................12
.....................................12
ARTICLE VIII GENERAL PROVISIONS ...................................................................................13
Section 8.01 Conduct of Business .......................................................................................13
Section 8.02 Execution of Instruments ................................................................................13
Section 8.03 Voting as Stockholder .....................................................................................13
Section8.04 Fiscal Year ......................................................................................................13
Section8.05 Seal .................................................................................................................13
Section 8.06 Books and Records; Inspection ......................................................................13
Section 8.07 Electronic Transmission .................................................................................13
ARTICLE IX AMENDMENT OF CERTIFICATE OF INCORPORATION AND
BYLAWS; CONSTRUCTION ..........................................................................................14
Section9.01 Amendments ...................................................................................................14
Section 9.02 Construction ....................................................................................................14
DOC ID - 23534880.2 11
BYLAWS OF
Democracy Builders Fund, Inc.
ARTICLE I
NAME
Section 1.01 Name. The name of this corporation is Democracy Builders Fund,
Inc. (the "Corporation").
ARTICLE II
u u: e
Section 2.01 Members. The only members of the Corporation shall be the
persons who at the time of determination are directors of the Corporation. The initial members of
the Corporation shall be the individuals named in the Corporation's certificate of incorporation
as the initial directors of the Corporation. Any person who accepts election as a director of the
Corporation pursuant to these bylaws shall automatically, and without any further action or
writing (a) become and remain a member of the Corporation for as long as he or she remains a
director of the Corporation, and (b) cease to be a member of the Corporation at the time he or she
ceases to be a director of the Corporation.
Section 2.02 Meetings of Members.
(a) An annual meeting of members for the election of directors and for
the transaction of such other business for which a vote of members is required by law shall be
held each year either within or without the State of Delaware on such date and at such place and
time as are designated by resolution of the Corporation's board of directors (the "Board").
(b) A special meeting of the members for any purpose for which a vote
of members is required by law may be called at any time by resolution of the Board, to be held
either within or without the State of Delaware on such date and at such time and place as are
designated in such resolution.
(c) Each member shall have one vote at a meeting of members. The
Secretary of the Corporation (the "Secretary") shall cause notice of each meeting of members
including the annual meeting to be given to each member entitled to vote at such meeting in
writing (i) by such electronic transmission or recognized overnight domestic courier service as
such member may have specified to the Corporation or (ii) if no such means for notice shall have
been specified by a member, by first class mail postage prepaid to such member's postal address
as shown on the records of the Corporation, not less than 10 days nor more than 60 days prior to
the meeting except where a different notice period is required by law. Such notice shall specify
(i) the place, if any, date and time of such meeting, (ii) the means of remote communications, if
any, by which members and proxy holders may be deemed to be present in person and vote at
such meeting, (iii) in the case of a special meeting, the purpose or purposes for which such
meeting is called, and (iv) such other information as may be required by law or as may be
DOC ID - 23534880.2
deemed appropriate by the Board. The quorum for a meeting of members shall be that number of
members equal to a majority of the total number• of directors authorized at such time and unless
otherwise required by law, the certificate of incorporation or these bylaws the members shall act
by a vote of a majority of the members present at any meeting at which a quorum is present. The
Board may establish additional rules for conducting or adjourning a meeting of members to the
extent consistent with the DGCL, the Corporation's certificate of incorporation and these bylaws.
(d) The record date for determining members eligible to vote for any
meeting of members shall be the close of business on the day prior to the sending of notice to
members or, if all members waive notice, the date of such meeting. Each member entitled to
vote at a meeting of members may authorize another person or persons to act for such member
by proxy. A member may revoke any proxy which is not by law irrevocable by attending the
meeting and voting in person or by filing with the Secretary either an instrument in writing
revoking the proxy or another duly executed proxy bearing a later date.
(e) A waiver of notice of meeting by a member provided to the
Corporation in writing or by electronic transmission, whether given before or after the meeting
time stated in such notice, is deemed equivalent to notice. Attendance of a member at a meeting
is a waiver of notice of such meeting, except when the member attends a meeting for the express
purpose of objecting at the beginning of the meeting to the transaction of any business at the
meeting on the ground that the meeting is not lawfully called or convened.
(fj Action by the members without a meeting requires the consent of a
majority of the members except action regarding an amendment to the Corporation's bylaws,
which requires unanimous consent.
ARTICLE III
BOARD OF DIRECTORS
Section 3.01 General Powers. Except as may otherwise be provided by law or
by its certificate of incorporation, the business and affairs of the Corporation shall be managed
by or under the direction of the Board, which shall be, and shall possess all the powers of, the
"governing body" of the Corporation under the DGCL. The directors shall act only as a Board,
and the individual directors shall have no power as such.
Section 3.02 Number of Directors. There shall initially be the number of
directors set forth in the Corporation's certificate of incorporation. The Board may from time to
time authorize, by resolution adopted by the affirmative vote of directors constituting a majority
of the total number of directors authorized at the time of such vote, a change in the number of
members in the Board, but the number shall at all times be not less than three and not more than
nine. Each of the directors shall be a natural person.
Section 3.03 Election of Directors. The initial directors of the Corporation shall
be the persons named in its certificate of incorporation. The initial directors shall serve until the
first annual meeting of members. Except as otherwise provided in Section 3.13 and Section 3.15
of these bylaws, the directors shall be elected at each annual meeting of members by the vote of
DOC ID - 235348802 2 Bylaws of Democracy Builders Fund, Inc.
a majority of the persons then constituting the members. Each director shall hold office until the
next annual meeting of members and until his or her successor has been duly elected and
qualified, or until his or her earlier• death, resignation or removal.
Section 3.04 Annual and Regular Meetings. The annual meeting of the Board
for the purpose of electing officers of the Corporation and for the transaction of such other
business as may properly come before the meeting shall be held each year either within or
without the State of Delaware on such date and at such time and place as are designated by
resolution of the Board and in any event shall occur reasonably promptly after the annual
meeting of members referred to in Section 2.02(a). Regular meetings of the Board shall be held
on such dates, and at such times and places as are determined from time to time by resolution of
the Board.
Section 3.05 Special Meetings. Special meetings of the Board shall be held
whenever called by the Chair, the Executive Director or, in the event of the absence or disability
of either of such persons, by any Vice President, or upon written demand of not less than onethird of the total authorized number of directors, at such place, date and time as may be specified
in the respective notices of such meetings. Any business may be conducted at a special meeting.
Section 3.06 Notice of Meetings: Waiver of Notice.
(a) Notice of the annual meeting of the Board need not be given if it is
held immediately after the annual meeting of members for the election of directors and all
directors not present at such meeting of members are present at the meeting of the Board. Notice
of regular meetings of the Board need not be given if notice of the resolution setting forth the
date, time and place of regular meetings of the Board has been given in the manner contemplated
by this Section. Notices of special meetings shall be given to each director, and notice of each
resolution or other action affecting the date, time and place of one or more regular meetings shall
be given to each director not present at the meeting adopting such resolution or other action
(subject to Section 3.09 of these bylaws). Notices of meetings shall be given personally or by
electronic transmission at least two days prior to the meeting, or by a writing delivered by a
recognized overnight courier service dispatched at least three days prior to the meeting, or by
regular mail (postage prepaid) dispatched at least six days prior to the meeting, directed to each
director by such means of electronic transmission, or at such address, as the case may be, from
time to time designated by such director to the Secretary.
(b) A written waiver- of notice of meeting signed by a director or a
waiver by electronic transmission by a director, whether given before or after the meeting time
stated in such notice, is deemed equivalent to notice. Attendance of a director at a meeting is a
waiver of notice of such meeting, except when the director attends a meeting for the express
purpose of objecting at the beginning of the meeting to the transaction of any business at the
meeting on the ground that the meeting is not lawfully called or convened.
Section 3.07 Quorum; Voting. At all meetings of the Board, the presence of a
majority of the total number of directors authorized at the time of such vote shall constitute a
quorum for the transaction of business. Except as otherwise required by law, the Corporation's
certificate of incorporation or these bylaws, the vote of a majority of the directors present at any
DOC ID - 23534880.2 3 Bylaws of Democracy Builders Fund, Inc.
meeting at which a quorum is present shall be the act of the Board. An interested director may be
counted in determining the presence of a quorum at a meeting of the Board that discusses, or
authorizes as provided in Section 3.14, a contract or transaction in which such director is
interested.
Section 3.08 Presence by Telephonic Communications. Members of the Board
may participate in any meeting of the Board by means of a conference telephone or- other
communications equipment by means of which all persons participating in the meeting can hear
each other at the same time, and participation in a meeting by such means shall constitute
presence in person at such meeting.
Section 3.09 Adjournment. A majority of the directors present may adjourn any
meeting of the Board to another date, time or place, whether or not a quorum is present. No
notice need be given of any adjourned meeting unless (a) the date, time and place of the
adjourned meeting are not announced at the time of adjournment, in which case notice
conforming to the requirements of Section 3.06 of these bylaws applicable to special meetings
shall be given to each director, or (b) the meeting is adjourned for more than 24 hours, in which
case the notice referred to in clause (a) shall be given to those directors not present at the
announcement of the date, time and place of the adjourned meeting. At any adjourned meeting,
the directors may transact any business that might have been transacted at the original meeting.
Section 3.10 Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the Board may be taken without a meeting if all members of the Board
consent thereto in writing or by electronic transmission and such writing or writings or electronic
transmissions are filed with the minutes of proceedings of the Board. Such filing shall be in
paper form if the minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.
Section 3.11 Regulations. To the extent consistent with applicable law, the
Corporation's certificate of incorporation and these bylaws, the Board may adopt such rules and
regulations for the conduct of meetings of the Board and for the management of the affairs and
business of the Corporation as the Board may deem appropriate. The Board may elect a
chairperson (the "Chair") and one or more vice-chairpersons to preside over meetings and to
perform such other duties as may be designated by the Board.
Section 3.12 Resignations of Directors. Any director may resign at any time by
delivering a written notice of resignation signed by such director or by submitting an electronic
transmission, to the Executive Director, Secretary or the Board. Unless otherwise specified
therein, such resignation shall take effect upon delivery.
Section 3.13 Removal of Directors. Any director may be removed at any time,
either for or without cause, upon the affirmative vote of a majority of the total authorized number
of members, acting at a meeting of members or by written consent in accordance with the DGCL
and these bylaws, and such removal shall take effect immediately upon such vote. Any vacancy
in the Board caused by any such removal may be filled at such meeting (or in the written
instrument effecting such removal, if the removal was effected by written consent without a
meeting) or in accordance with Section 3.11 of these bylaws.
DOC ID - 235348802 4 Bylaws of Democracy Builders Fund, Inc.
Board. Officers and agents appointed pursuant to delegated authority as provided in Section 4.01
(or, in the case of agents, as provided in Section 4.06) shall hold their offices for such terms and
shall exercise such powers and perform such duties as may be determined from time to time by
the appointing officer. Each officer shall hold office until his or her successor shall have been
elected or appointed and qualified, or until such officer's earlier death, resignation or removal.
Section 4.03 Removal and Resignation of Officers; Vacancies. Any officer or
agent, however appointed, may be removed for or without cause at any time by the Board. Any
officer granted the power to appoint subordinate officers and agents as provided in Section 4.01
may remove any subordinate officer or agent appointed by such officer, for or without cause.
Any officer may resign at any time by delivering notice of resignation, either in writing signed
by such officer or by electronic transmission, to the Board or the Executive Director. Unless
otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be
filled by the Board or by the officer, if any, who appointed the person formerly holding such
office.
Section 4.04 Compensation of Officers. The salaries and other compensation of
all officers and agents of the Corporation (acting in such capacities) shall be decided by the
Board or a committee of the Board. The Board or such committee may delegate to the Executive
Director and/or other senior officers of the Corporation on such terms as it shall see fit the power
to set the salaries and other compensation of subordinate officers and agents of the Corporation.
Compensation decisions made by the Board or a committee of the Board require the affirmative
vote of a majority of the disinterested directors then members of the Board or such committee.
For the purposes of this Section 4.04, an "interested" director is a director who is an officer of
the Corporation, or who during the past 12 months received any compensation from or otherwise
engaged in a business transaction with the Corporation (other than for service in his or her
capacity as a director or in reimbursement of expenses incurred as a director), or who at any time
during the past 12 months was an officer or director of, or had a significant ownership interest in,
an entity which transacted business with the Corporation during such period.
Section 4.05 Authority and Duties of Officers; Conflicts of Interest. The
officers of the Corporation shall have such authority and shall exercise such powers and perform
such duties as may be specified in these bylaws, and in any event each officer shall exercise such
powers and perform such duties as may be required by law. Any contract or transaction in which
an officer has an interest must be approved by a majority of disinterested directors then members
of the Board or by a committee made up of at least three disinterested directors after disclosure
to the Board of all material facts as to the officer's relationship to or interest in the contract or
transaction and as to the nature of the contract or transaction.
Section 4.06 Executive Director. The Executive Director shall be the chief
executive officer of the Corporation, have general control and supervision of the affairs and
operations of the Corporation, keep the Board fully informed about the activities of the
Corporation and see that all orders and resolutions of the Board are carried into effect. He or she
shall manage and administer the Corporation's business and affairs and shall also perform all
duties and exercise all powers usually pertaining to the office of a chief executive officer of a
corporation. He or she shall have the authority to sign, in the name and on behalf of the
DOC [D - 23534880.2 6 Bylaws of Democracy Builders Fund, Inc.
(d) render to the Board or the Executive Director, whenever requested, a
statement of the financial condition of the Corporation and of all his or her transactions as
Treasurer, and render a full financial report at the annual meeting of the Board, if called
upon to do so;
(e) be empowered from time to time to require from all officers or agents of
the Corporation reports or statements giving such information as he or she may desire
with respect to any and all financial transactions of the Corporation; and
(fl have all the powers and perform all duties otherwise customarily incident
to the office of treasurer, subject to the control of the Board, and, in addition, shall have
such other powers and perform such other duties as may be specified in these bylaws or
as may be assigned to him or her from time to time by the Board or the Executive
Director.
ARTICLE V
COMMITTEES
Section 5.01 Designation of Committees. The Board may designate one or
more committees. Each committee shall consist of such number of directors as from time to time
may be fixed by the Board. Each committee shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the Corporation to the
extent permitted by law and delegated to such committee by resolution of the Board, provided
that no committee shall have any power or authority in reference to the following matters:
(a) amendments to the Corporation's certificate of incorporation or these
bylaws;
(b) filling of vacancies in the Board or in any committee;
(c) amending or repealing any resolution of the Board that by its terms may
not be so amended or repealed;
(d) delegating any of the power or authority of such committee to a
subcommittee unless so authorized by the Board;
(e) approval of any conflict of interest referred to in Section 3.14 or Section
4.05; or
(fl any other matter that pursuant to the DG.CL is excluded from the authority
of a committee of the Board.
Section 5.02 Committee Members. The members of each committee shall be
selected by the Board and shall serve at the pleasure of the Board. Each member of any
committee (whether designated at an annual meeting of the Board or to fill a vacancy or
otherwise) shall hold office only until the earliest of the next annual meeting of the Board, the
time he or she shall cease to be a director, or his or her earlier death, resignation or removal.
DOC ID - 23534880.2 t5 Bylaws of Democracy Builders Fund, Inc.
officer in defending any proceeding prior to the final disposition of such proceeding upon written
request of such person and delivery of an undertaking by such pet-son to repay such amount if it
shall ultimately be determined that such person is not entitled to be indemnified by the
Corporation under this Article or applicable law. The Corporation may authorize any counsel for
the Corporation to represent (subject to applicable conflict of interest considerations) such
present or former director or officer in any proceeding, whether or not the Corporation is a party
to such proceeding.
Section 6.03 Procedure for Indemnification. Any indemnification under Section
6.01 of these bylaws or any advance of expenses under Section 6.02 of these bylaws shall be
made only against a written request therefor (together with supporting documentation) submitted
by or on behalf of the person seeking indemnification or an advance of expenses.
Indemnification may be sought by a person under Section 6.01 of these bylaws in respect of a
proceeding only to the extent that both the liabilities for which indemnification is sought and all
portions of the proceeding relevant to the determination of whether the person has satisfied any
appropriate standard of conduct have become final. A person seeking indemnification may seek
to enforce such person's rights to indemnification (as the case may be) in the Delaware Court of
Chancery to the extent all or any portion of a requested indemnification has not been granted
within 90 days of the submission of such request. All expenses (including reasonable attorneys'
fees) incurred by such person in connection with successfully establishing such person's right to
indemnification under this Article, in whole or in part, shall also be indemnified by the
Corporation.
Section 6.04 Burden of Proof. In any proceeding brought to enforce the right of
a person to receive indemnification to which such person is entitled under Section 6.01 of these
bylaws, the Corporation has the burden of demonstrating that the standard of conduct applicable
under the DGCL or other applicable law was not met. A prior determination by the Corporation
(including its Board or any committee thereof, or its independent legal counsel) that the claimant
has not met such applicable standard of conduct does not itself constitute evidence that the
~~ claimant has not met the applicable standard of conduct.
Section 6.05 Contract Right: Non-Exclusivity; Survival.
(a) The rights to indemnification provided by this Article VI shall be
deemed to be separate contract rights between the Corporation and each director and officer who
serves in any such capacity at any time while these provisions as well as the relevant provisions
of the DGCL are in effect, and no repeal or modification of any of these provisions or any
relevant provisions of the DGCL shall adversely affect any right or obligation of such director or
officer existing at the time of such repeal or modification with respect to any state of facts then
or previously existing or any proceeding previously or thereafter brought or threatened based in
whole or in part upon any such state of facts. Such "contract rights" may not be modified
retroactively as to any present or former director or officer without the consent of such director
or officer.
(b) The rights to indemnification and advancement of expenses
provided by this Article VI shall not be deemed exclusive of any other indemnification or
advancement of expenses to which a present or former director or officer of the Corporation may
DOC ID - 23534880.2 1 1 Bylaws of Democracy Builders Fund, Inc.
be entitled as to action in such person's official capacity or as to action in another capacity while
holding such office. A right to indemnification or to advancement of expenses arising under this
Article VI shall not be eliminated or impaired by an amendment to this Article VI after the
occurrence of the act or omission that is the subject of the civil, criminal, administrative or
investigative action, suit or proceeding for• which indemnification or advancement of expenses is
sought.
(c) The rights to indemnification and advancement of expenses
provided by this Article VI to any present or former director or officer of the Corporation shall
inure to the benefit of the heirs, executors and administrators of such person.
Section 6.06 Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was or has agreed to become a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person or on such person's behalf in any such
capacity, or arising out of such person's status as such, whether or not the Corporation would
have the power to indemnify such person against such liability under the provisions of this
Article VI.
Section 6.07 Employees and Agents. The Board may cause the Corporation to
indemnify any present or former employee or agent of the Corporation in such manner and for
such liabilities as the Board may determine, up to the fullest extent permitted by the DGCL and
other applicable law.
Section 6.08 Interpretation; Severability. Terms defined in sections 145(h) or
(i) of the DGCL have the meanings set forth in such sections when used in this Article VI. If this
Article or any portion hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each director or officer of the
Corporation as to costs, charges and expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, including an action by or in the right of the Corporation, to the
fullest extent permitted by any applicable portion of this Article that shall not have been
invalidated and to the fullest extent permitted by applicable law.
ARTICLE VII
(~FFTr'F.~
Section 7.01 Registered Office. The registered office of the Corporation in the
State of Delaware shall be located at the location provided in Article II of the Corporation's
certificate of incorporation.
Section 7.02 Other Offices. The Corporation may maintain offices at such other
locations within or without the State of Delaware as the Board may from time to time determine.
DOC ID - 235348802 12 Bylaws of Democracy Builders Fund, Inc.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.01 Conduct of Business. The Corporation shall at all times conduct
its business and affairs so as to qualify and remain qualified as exempt from federal income tax
under section 501(c)(3) of the Code.
Section 8.02 Execution of Instruments. Except as otherwise required by law or
the Corporation's certificate of incorporation, the Board or any officer of the Corporation
authorized by the Board Inay authorize any other officer or agent of the Corporation to enter into
any contract or to execute and deliver any instrument in the name and on behalf of the
Corporation. Any such authorization must be in writing or by electronic transmission and may be
general or limited to specific contracts or instruments.
Section 8.03 Voting as Stockholder. Unless otherwise determined by resolution
of the Board, the Executive Director or any Vice President shall have full power and authority on
behalf of the Corporation to attend any meeting of stockholders of any corporation in which the
Corporation may hold stock, and to act, vote (or execute proxies to vote) and exercise in person
or by proxy all other rights, powers and privileges incident to the ownership of such stock at any
such meeting, or through action without a meeting. The Board may by resolution from time to
time confer such power and authority (in general or confined to specific instances) upon any
other person or persons.
Section 8.04 Fiscal Year. The fiscal year of the Corporation shall commence on
the first day of July of each year (except for the Corporation's first fiscal year which shall
commence on the date of incorporation) and shall terminate in each case on June 30.
Section 8.05 Seal. The seal of the Corporation shall be circular in form and
shall contain the name of the Corporation, the year of its incorporation and the words "Corporate
Seal" and "Delaware". The form of such seal shall be subject to alteration by the Board. The seal
may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may
be used in any other lawful manner.
Section 8.06 Books and Records; Inspection. Except to the extent otherwise
required by law, the books and records of the Corporation shall be kept at such place or places
within or without the State of Delaware as may be determined from time to time by the Board.
Section 8.07 Electronic Transmission. "Electronic transmission", as used in
these bylaws, means any form of communication, not directly involving the physical
transmission of paper, that creates a record that may be retained, retrieved and reviewed by a
recipient thereof, and that may be directly reproduced in paper form by such a recipient through
an automated process.
DOC ID - 23534880.2 13 Bylaws of Democracy Builders Fund, [nc.
ARTICLE IX
AMENDMENT OF CERTIFICATE OF INCORPORATION
AND BYLAWS; CONSTRUCTION
Section 9.01 Amendments. The Corporation's certificate of incorporation may
be amended by a resolution adopted by the affirmative vote of directors constituting a majority
of the total number of directors authorized under these bylaws at the time of such vote and the
filing of a certificate of amendment in accordance with the requirements of the DGCL, and the
approval of the members of the Corporation shall not be required for any such amendment.
These bylaws may be amended, altered or repealed by resolution adopted by the affirmative vote
of directors constituting a majority of the total number of directors authorized under these bylaws
at the time of such vote. No amendment, alteration, change or repeal of the certificate of
incorporation or these bylaws shall be effected which will result in the denial oftax-exempt
status to the Corporation under section 501(c)(3) of the Code.
Section 9.02 Construction. In the event of any conflict between the provisions
of these bylaws as in effect from time to time and the provisions of the Corporation's certificate
of incorporation as in effect from time to time, the provisions of such certificate of incorporation
shall be controlling.
DOC ID - 235348802 14 Bylaws of Democracy Builders Fund, Inc.
Form 1023 Application for Recognition of Exemption Under Section 501(c)(3) of the Internal
Revenue Code - Additional Sheets to Application
Applicant Name: Democracy Builders Fund, Inc. EIN: 46-4897222
Exhibit 1
Part I, Line 7
Authorized representatives' name and name and address of the authorized representatives' firms:
Mr. Kurt F. Rosen
Schulte Roth &Zabel LLP
919 Third Avenue
New York, NY 10022
Ms. Christine Harlow
Schulte Roth &Zabel LLP
919 Third Avenue
New York, NY 10022
Mr. Max M. Levine
Schulte Roth &Zabel LLP
919 Third Avenue
New York, NY 10022
Mr. Matthew R. Greenberg
Schulte Roth &Zabel LLP
919 Third Avenue
New York, NY 10022
Please find attached a completed Form 2848, Power of Attorney and Declaration of
Representative at Tab 2 of this application.
DOC ID - 22223870.8
Form 1023 Application for Recognition of Exemption Under Section 501(c)(3) of the Internal
Revenue Code - Additional Sheets to Application
Applicant Name: Democracy Builders Fund, Inc. EIN: 46-4897222
Exhibit 2
Part II, Line l: Articles of Incorporation and Certification of Filing; Certificates of
Amendment
Please find enclosed the following:
At Tab 4A: the Articles of Incorporation showing Certification of Filing in the State of
Delaware for Alumni Revolution, Inc. (the former legal name of Democracy Builders
Fund, Inc.);
2. At Tab 4B: the Application for Authority showing Certification of Filing in the State of
New York for Alumni Revolution, Inc. (the former legal name of Democracy Builders
Fund, Inc.);
3. At Tab 4C: the Certificate of Amendment to the Articles of Incorporation showing
Certification of Filing in the State of Delaware to reflect the name change from Alumni
Revolutions, Inc. to Democracy Builders Fund, Inc.;
4. At Tab 4D: the Certificate of Amendment to the Application for Authority showing
Certification of Filing in the State of New York to reflect the name change from Alumni
Revolutions, Inc. to Democracy Builders Fund, Inc.;
5. At Tab 4E: the Certificate of Amendment to the Articles of Incorporation showing
Certification of Filing in the State of Delaware to reflect the change in corporate purpose;
and
6. At Tab 4F: the Certificate of Amendment to the Application for Authority showing
Certification of Filing in the State of New York to reflect the change in corporate
purpose.
Part II, Line 5: Conflict of Interest Policy and Bylaws
Please find the Board Resolution adopting the Conflict of Interest Policy and Bylaws of
Democracy Builders Fund, Inc. at Tab 5. The date of adoption was September 22, 2015.
DOC ID - 22223870.8
Form 1023 Application for Recognition of Exemption Under Section 501(c)(3) of the Internal
Revenue Code - Additional Sheets to Application
Applicant Name: Democracy Builders Fund, Inc. EIN: 46-4897222
Exhibit 3
Part IV: Narrative Description of the Activities of Democracy Builders Fund, Inc.
Purpose
The purpose of Democracy Builders Fund, Inc. is to increase (i) access to parent choice in public
schools through active grassroots engagement and (ii) the rate at which students from
traditionally disadvantaged backgrounds obtain college degrees. These goals will be
accomplished through a variety of activities, which include student recruitment, community
speaker series, school partnerships, technical assistance to school and community partners,
innovative civics education and supporting college success initiatives.
Past, Present and Planned Activities
Democracy Builders Fund, Inc. was formed on February 20, 2014. Its founder Seth Andrew is
also the founder of Democracy Prep Public Schools and Democracy Builders, Inc. Democracy
Prep Public Schools is a network of high-performing charter schools located in New York, New
Jersey, Washington D.C. and Baton Rouge serving over 5,000 students from traditionally
disadvantaged backgrounds. Democracy Builders, Inc. has received tax-exempt status under
Section 501(c)(4) of the Internal Revue Code of 1986, as amended. Democracy Builders, Inc.
operates to encourage civic participation of its members, who may participate in political work
such as candidate endorsements.
Democracy Builders Fund, Inc. is a distinct entity that operates separately from Democracy Prep
Public Schools and Democracy Builders Inc. and is applying for its own tax-exempt status.
Although Democracy Builders Fund, Inc. currently provides student recruitment &enrollment, it
intends to engage in all of the following activities upon receipt of tax-exempt status:
Student Recruitment &Enrollment
Democracy Builders Fund, Inc. will specialize in student recruitment and enrollment services for
charter schools. Democracy Builders Fund, Inc. will partner with charter schools interested in
these services associated with our student recruitment and enrollment services. Services will be
provided in local communities with charter schools that lack these services. Services will
include community canvassing, literature dropping and school waitlist management and phonebanking. Democracy Builders Fund, Inc. will spend approximately 60°Io of its time engaging in
student recruitment and enrollment:
DOC ID - 22223870.8
Form 1023 Application for Recognition of Exemption Under Section 501(c)(3) of the Internal
Revenue Code - Additional Sheets to Application
Applicant Name: Democracy Builders Fund, Inc. EIN: 46-4897222
Community Speaker Series
Democracy Builders Fund, Inc. will pride itself on focusing on authentic community engagement
and initiatives. Democracy Builders Fund, Inc. will have a speaker series, which will include
persons who have previous educational experience and other related persons. By engaging in the
speaker series, Democracy Builders Fund, Inc. will be providing a community service to the
areas it engages. Democracy Builders Fund, Inc. will spend approximately 10% of its time
engaging in community speaker series.
Training &Civic Education
Democracy Builders Fund, Inc. will continually keep its members (i.e., the families of students)
engaged and involved by providing training for parents on a variety of subjects, such as student
recruitment canvassing, the importance civic engagement in local communities and training for
school-based partners. Democracy Builders Fund, Inc. will spend approximately 15°10 of its time
on training and civic education.
College Success
Democracy Builders Fund, Inc. will work with college students in the communities it serves.
Democracy Builders Fund, Inc. will track student progress and provide advice to ensure that
students will be successful not only in college, but afterwards. Democracy Builders Fund, Inc.
will review student transcripts each semester to provide guidance on best practices for college
success. Additionally, Democracy Builders Fund, Inc. will partner with organizations to build a
network of internship opportunities for college students to hone necessary business development
skills and provide practical work experience. Democracy Builders Fund, Inc. will spend
approximately 15% of its time on its college success initiative.
DOC ID - 22223870.8
Form 1023 Application for Recognition of Exemption Under Section 501(c)(3) of the Internal
Revenue Code - Additional Sheets to Application
Applicant Name: Democracy Builders Fund, Inc. EIN: 46-4897222
Exhibit 4
Part V, Line 3a: Additional Information Regarding Qualifications, Average Hours Worked
and Duties of Officers, Directors, Trustees, Highest Compensated Employees and Highest
Compensated Independent Contractors
Seth Andrew, Board Chairman
Seth Andrew is the Senior Advisor to the Chief Technology Officer of the United States. Before
joining the Obama Administration, Seth was a Superintendent in Residence and Senior Advisor
to US Secretary of Education Arne Duncan in the Office of Education Technology. Prior to
joining the Department of Education, Seth founded Democracy Prep Public Schools (DPPS), a
rapidly growing network of free, open-enrollment, high-performing public charter schools in
Harlem, NY and Camden, NJ. Seth served as principal, as superintendent, and most importantly,
as teacher. Since 2005, DPPS has received all "A" grades on the Chancellor's Progress Report.
Before DPPS, Seth taught and was a special education administrator. After "graduating" from
Democracy Prep with is first group of citizen-scholars, Seth has focused on civic education,
parent advocacy, and college persistence for low-income families. Seth attended NYC public
schools from K-12, earned his A.B. in Education and Public Policy from Brown University and
his Ed. M. in School Leadership from the Harvard Graduate School of Education.
In his capacity as Board Chairman, Seth will work approximately ten hours per week. As Board
Chairman, Seth will help set the vision of Democracy Builders Fund, Inc. and will assist with its
fundraising initiatives.
Stacy Birdsell, Secretary
Stacy has been an educator for fifteen years. She has taught fifth through tenth grade in
traditional public schools, charter public schools and internationally. She received the New York
City Blackboard Award for Charter Middle School Teacher of the year in 2008 before opening
Democracy Prep Blackstone Valley in Rhode Island as the founding head of school. For the past
five years she has worked as the Director of Training for the Match Teacher Residency program
in Boston and as the English Instructional Methods instructor for the Sposato Graduate School of
Education, preparing pre-service teachers to become jaw-droppingly effective first year teachers
in high-poverty schools across the country. Stacy holds a Master's Degree in Teaching and
Curriculum from the Harvard Graduate School of Education and a Master's in Library Science
from Queens College.
As Secretary for Democracy Builders Fund, Inc., Stacy will spend about five hours per month
advising Democracy Builders Fund, Inc. on its programmatic initiatives.
Princess Lyles, Executive Director
As Executive Director of Democracy Builders, Princess manages new student enrollment, family
engagement and community outreach for Democracy Builders clients. Princess oversees a staff
DOC ID - 22223870.8
Form 1023 Application for Recognition of Exemption Under Section 501(c)(3) of the Internal
Revenue Code - Additional Sheets to Application
Applicant Name: Democracy Builders Fund, Inc. EIN: 46-4897222
based in three regions with expertise in community relations, advocacy, grassroots canvassing
and training. Prior to joining Democracy Builders, Princess practiced corporate and real estate
law with the law firm of Shipman &Goodwin LLP and worked with several non-profit
organizations where she gained expertise in community organizing and leading issue-based
campaigns. Princess received her Bachelor's in Political Science from Spelman College and her
Juris Doctorate from Howard University School of Law.
As Executive Director of Democracy Builders Fund, Inc., Princess will typically work fifty to
sixty hours per week and will be responsible for carrying otat the goals of Democracy Builders
Fund, Inc. outlined in Exhibit 3.
DOC ID - 22223870.8
Form 1023 Application for Recognition of Exemption Under Section 501(c)(3) of the Internal
Revenue Code - Additional Sheets to Application
Applicant Name: Democracy Builders Fund, Inc. EIN: 46-4897222
Exhibit S
Part VI, Lines la and lb: Services Provided to Individuals and Organizations
Democracy Builders Fund, Inc. will provide services to individuals and the communities within
which it operates, as more fully described in the narrative response to Part IV of the Form 1023,
which is discussed in detail at Exhibit 3.
DOC ID - 22223870.8
Form 1023 Application for Recognition of Exemption Under Section 501(c)(3) of the Internal
Revenue Code - Additional Sheets to Application
Applicant Name: Democracy Builders Fund, Inc. EIN: 46-4897222
Exhibit 6
Part VIII, Line 4a: Fundraising
Democracy Builders Fund, Inc.'s directors, officers, and volunteers will conduct all fundraising
activities. While Democracy Builders Fund, Inc. expects to raise funds primarily within New
York and Washington, D.C. tluough personal solicitations and foundation grant solicitations, it
does not foreclose the possibility that it will raise funds in other locations and/or through other
means. For example, Democracy Builders Fund, Inc. eventually intends to launch its own
website, and once in existence, will accept donations through such website. See below a short
summary of the personal solicitations and foundation grant solicitations activities that
Democracy Builders Fund, Inc. intends to engage in upon receipt of tax-exempt status:
Personal solicitations: Democracy Builders Fund, Inc. will solicit funds from individuals that are
known to have an interest in funding the type of work that Democracy Builders Fund, Inc.
engages in (outlined in Exhibit 3). The board of directors of Democracy Builders Fund, Inc. will
provide leads to such individuals.
Foundation grant solicitations: Democracy Builders Fund, Inc. will solicit funds through
foundation grants. This will occur through the use of foundation proposals after completing
prospect research for funders that have an interest in funding the work that Democracy Builders
Fund, Inc. engages in.
Part VIII, Line 4d: Fundraising
As outlined in Part VIII, Line 4a, Democracy Builders Fund, Inc. intends to physically conduct
fundraising activities on its own behalf primarily within New York and Washington, D.C.
through personal solicitations and foundation grant solicitations. All such fundraising, and any
other type of fundraising wherever located, will be undertaken by Democracy Builders Fund,
Inc. for its own account and not for any other organization.
Part VIII, Line 10: Intellectual Property
Democracy Builders Fund, Inc. will publish and own the rights to any materials created in the
normal course of its activities, including its curricula, newsletters, brochures, booklets and web
pages, and any other materials that constitute "intellectual property." These materials will likely
be licensed through Creative Commons Attribution.
Any intellectual property rights, including, without limitation, copyrights, patents or trademarks,
created in the normal course of Democracy Builders Fund, Inc.'s activities will be entirely owned
by Democracy Builders Fund, Inc.. Democracy Builders Fund, Inc. does not intend to sell any of
its intellectual property. Intellectual property will be produced for presentations and Democracy
DOC ID - 22223870.8
Form 1023 Application for Recognition of Exemption Under Section 501(c)(3) of the Internal
Revenue Code - Additional Sheets to Application
Applicant Name: Democracy Builders Fund, Inc. EIN: 46-4897222
Builders Fund, Inc. will lead trainings with limited distribution to attendees for the use during
said events.
Part VIII, Line 15: Close Connection with Other Organizations
Democracy Builders Fund, Inc.'s founder Seth Andrew is also the founder of Democracy Prep
Public Schools and Democracy Builders, Inc. Democracy Prep Public Schools is a network of
high-performing charter schools located in New York, New Jersey, Washington D.C. and Baton
Rouge serving over 5,000 students from traditionally disadvantaged backgrounds. Democracy
Builders, Inc. has received tax-exempt status under Section 501(c)(4) of the Internal Revue Code
of 1986, as amended. Democracy Builders, Inc. operates to encourage civic participation of its
members, who may participate in political work such as candidate endorsements.
Democracy Builders Fund, Inc. is a distinct entity that operates separately from Democracy Prep
Public Schools and Democracy Builders Inc. and is applying for its own tax-exempt status.
DOC ID - 22223870.8
Form 1023 Application for Recognition of Exemption Under Section 501(c)(3) of the Internal
Revenue Code - Additional Sheets to Application
Applicant Name: Democracy Builders Fund, Inc. EIN: 46-4897222
Exhibit 7
Part IX, A. Statement of Revenues and Expenses
Please find attached the Statement of Revenues and Expenses for 2014 and 2015, as well as
projections for 2016, 2017 and 2018, at Tab 7 of this application.
Part IX, B. Balance Sheet
Please find attached the Balance Sheet for the 2015 tax year at Tab 8 of this application.
DOC ID - 22223870.8
Democracy Builders Fund (EIN; 46-4897222)
Part IX, Line A: Statement of Revenues and Expenses
2014 2015 2016 2017 2018
Revenue
1 Gifts, Grants &Contributions
# of Grants 1.00 - 2.00 3.00 8.00
Avg. Amount of Grants 250,000.00 - 150,000.00 125,000.00 75,000.00
Probability of Going 100% - 100% SO% 50%
Total GG&C 250,000.00 - 300,000.00 187,500.00 300,000.00
2 Memberships
# ofMembers - - - - -
Average Cost of Membership - - - - -
Probability of Membership - - - - -
Total Memberships - - - -
3 Gross Investment Income
Investment Dollars - - - - -
of Yield on Investment - - - -
Total Gross Investment Income - - - -
4 Net Unrelated Biz Income - - - - -
5 Taxes Levied For your Benefit - - - -
6 Value of Services from Govt... - - - - -
Any revenue not otherwise listed above
7 or in lines 9-12 below - - - - -
8 Totaloflines 1-7 250,000.00 - 300,000.00 187,500.00 300,000.00
9 Gross receipts from Services - - 146,275.00 274,700.00 173,300.00
10 Total lines of 8 and 9 250,000.00 - 446,275.00 Q62,200.00 473,300.00
11 Net Gain on Sale - - -
12 Unusual Grants
13 Total Revenue Add lines 10 through 12 250,000.00 - 446,275.00 462,200,00 473,300.00
Expenses
14 Fundraising Expenses - - 7,500.00 7,500.00 7,500.00
15 Contributions &Gifts - - - -
16 Disbursments to benefits of members - -
17 Compensation of officers - -
18 Other salaries &wages - - 357,750.00 357,750.00 357,750.00
19 Interest Expense - - -
20 Occupancy (rent, Utilities
New York - - 26,208.00 28,608.00 31,008.00
DC - - 8,400.00 8,400.00 9,600.00
Total Occupancy - 34,608.00 37,008.00 40,608.00
21 Depreciation and Depletion - - - -
22 Professional Fees - - 20,000.00 30,000.00 30,000.00
23 Any Expense - - 21,000.00 21,000.OD 21,000.00
24 Total Expenses (lines l4-23) - - 440,858.00 453,258.00 456,858.00
NET INCOME 250,000.00 - 5,417.00 8,942.00 16,4G2.00
23540474 2.xisx
Democracy Builders Fund (EIN: 46-4897222)
Part IX, Line B: Balance Sheet for July 2014 to June 2015
Assets
Cash 250,000.00
Accounts Receiveable 0
Inventories 0
Bonds &Notes 0
Corporate Stocks 0
Loans Receivable 0
Other Investments 0
Depreciable & Depletable Assets 0
Land 0
Other Assets 0
Total Assets 250,000.00
Liablities
Accounts Payable 0
Contributions, gifts, grants etc., payable 0
Mortgages &Notes payable 0
Other Liabilities 0
Total Liabilities 0
Fund Balances or Net Assets
Total Fund Balances or Net Assets 250,QQ0.00
Total liabilities &fund blances or Net Assets 25Q,000.00
23540474 2.xlsx
Town of Marlboro Zoning Regulations - March 6, 2018 1
ZONING REGULATIONS
TOWN OF MARLBORO, VERMONT
Adopted March 1974
Revised May 1997
Revised March 2000
Revised March 2003
Revised March 2005
Revised March 2007
March 6, 2018
Funded in Part by a Vermont Municipal Planning Grant
TABLE OF CONTENTS
Town of Marlboro Zoning Regulations - March 6, 2018 2
TABLE OF CONTENTS
ARTICLE I - GENERAL PROVISIONS.............................................................................................5
Section 100 - Enactment ..................................................................................................................................................... 5
Section 110 - Intent............................................................................................................................................................. 5
Section 115 - Affordable housing ........................................................................................................................................ 5
Section 120 - Application of Regulations............................................................................................................................. 5
Section 130 - Interpretation ................................................................................................................................................. 5
Section 140 - Amendments.................................................................................................................................................. 5
Section 150 - Separability ................................................................................................................................................... 5
Section 160 - Effective Date................................................................................................................................................ 6
Section 161 - Prohibited Uses or Structures ......................................................................................................................... 6
ARTICLE II - ADMINISTRATION AND ENFORCEMENT............................................................7
Section 201 - Administrative Officer ................................................................................................................................... 7
Section 202 - Zoning Permits .............................................................................................................................................. 7
Section 203 - Development Review Board........................................................................................................................... 8
Section 204 - Site Plan Review...........................................................................................................................................10
Section 205 - Violations and Enforcement ..........................................................................................................................11
ARTICLE III - ESTABLISHMENT OF ZONING DISTRICTS AND ZONING MAP.................. 12
Section 300 - Purpose of Zoning Districts...........................................................................................................................12
Section 301 - Establishment of Zoning Districts..................................................................................................................12
Section 302 - Design Review District .................................................................................................................................12
Section 305 - Rural Residential (RUR) ...............................................................................................................................12
Section 306 - Village (VIL)................................................................................................................................................14
Section 307 - Agricultural / Forest Production (AGR/F)......................................................................................................15
Section 308 - Conservation Priority (CONS).......................................................................................................................17
Section 309 - Commercial (COM-W and COM-E)..............................................................................................................18
Section 310 - Educational (EDU) .......................................................................................................................................21
Section 311 - Use Table .....................................................................................................................................................22
Section 320 - Official Zoning Map .....................................................................................................................................24
Section 330 - Interpretation of District Boundaries..............................................................................................................25
Section 331 - Overlay Districts...........................................................................................................................................25
Section 340 - Unused.........................................................................................................................................................25
Section 350 - Wildlife Habitat Overlay District (WH) .........................................................................................................25
Section 351 - Establishment of District Boundaries.............................................................................................................25
Section 352 - Use Regulations and Development Subject to Review....................................................................................26
Section 353 - Exemptions...................................................................................................................................................26
Section 354 - Standards and Special Requirements for Development Activities in the Wildlife Habitat Overlay District........26
Section 355 - Consultation with an Environmental Consultant.............................................................................................27
Section 356 - Review and Decision by the Development Review Board...............................................................................28
Section 360 - Shoreland Overlay District (SL) ....................................................................................................................29
Section 361 - Classification of Shorelands: General Description..........................................................................................29
Section 362 - Shoreland Regulations ..................................................................................................................................29
Section 370 - Surface Water Buffer Overlay District...........................................................................................................29
Section 371 - Surface Water Buffer Overlay District Description.........................................................................................29
Section 372 - Surface Water Buffer Overlay Standards: ......................................................................................................30
Section 373 - Pre-Existing Structures Along Named Water Bodies ......................................................................................32
Section 380 - Flood and Fluvial Erosion Hazard Regulations & Flood and Fluvial Erosion Hazard Area Overlay District .....32
Section 381 - Statement of Purpose ....................................................................................................................................32
Section 382 - Applicability.................................................................................................................................................33
Section 383 - Flood and Fluvial Erosion Hazard Area Overlay District ................................................................................33
Section 384 - Development Review in the Flood and Fluvial Erosion Hazard Area Overlay District .....................................34
Section 385 - Development Standards.................................................................................................................................37
Section 386 - Application Submission Requirements...........................................................................................................40
Section 387 - Procedures....................................................................................................................................................40
Section 388 - Administration..............................................................................................................................................41
TABLE OF CONTENTS
Town of Marlboro Zoning Regulations - March 6, 2018 3
Section 389 - Enforcement and Penalties ............................................................................................................................42
Section 390 - Definitions....................................................................................................................................................42
ARTICLE IV - GENERAL REGULATIONS.................................................................................... 47
Section 400 - Requirements of the Act................................................................................................................................47
Section 401 - Existing Small Lots.......................................................................................................................................47
Section 402 - Required Frontage On, or Access To, Public Roads or Waters........................................................................47
Section 403 - Special Public Use Exceptions.......................................................................................................................47
Section 404 - Equal Treatment of Housing..........................................................................................................................47
Section 405 - Extraction of Soil, Sand, or Gravel ................................................................................................................48
Section 410 - Calculation of Required Lot Area and Setbacks..............................................................................................48
Section 411 - Lots in Two Zoning Districts.........................................................................................................................49
Section 412 - Buildings on Lots..........................................................................................................................................49
Section 413 - Nonconformities ...........................................................................................................................................49
Section 414 - Front Yard Setback on Highways with less than 50-Foot Rights-of-Way.........................................................49
Section 415 - Location of Driveways..................................................................................................................................49
Section 420 - Erosion and Sediment Control.......................................................................................................................49
Section 425 - Landscaping Requirements............................................................................................................................50
Section 430 - Gasoline or Motor Vehicle Service Stations and Vehicle Services ..................................................................50
Section 435 - Off-street Parking and Loading Space Requirements......................................................................................50
Section 440 - Primitive Camps ...........................................................................................................................................51
Section 441 - Campgrounds ...............................................................................................................................................51
Section 450 - Home Enterprises..........................................................................................................................................52
Section 452 - Signs............................................................................................................................................................52
Section 453 - Allowed Off-Premises Signs .........................................................................................................................52
Section 454 - Allowed On-Premises Signs..........................................................................................................................53
Section 455 - Prohibited Signs............................................................................................................................................53
Section 456 - Sign Exceptions............................................................................................................................................54
Section 458 - Visibility At Intersections..............................................................................................................................54
Section 459 - Fences ..........................................................................................................................................................55
Section 460 - General Performance Standards.....................................................................................................................55
Section 470 - Renewable Energy Systems...........................................................................................................................56
Section 475 - Steep Slopes Standards..................................................................................................................................60
ARTICLE V – PLANNED UNIT DEVELOPMENT......................................................................... 62
Section 500 - Planned Unit Development (PUD).................................................................................................................62
Section 501 - Purpose ........................................................................................................................................................62
Section 502 - Definition .....................................................................................................................................................62
Section 504 - Permitted Uses..............................................................................................................................................62
Section 505 - Application and Review Procedures ..............................................................................................................62
Section 506 - General and Specific Standards .....................................................................................................................62
Section 507 - Density Bonus for Affordable Housing..........................................................................................................63
Section 508 - District Regulations' Waivers ........................................................................................................................63
Section 509 - Open Space...................................................................................................................................................64
Section 510 - Density Requirements for Planned Unit Development....................................................................................64
ARTICLE VI – TELECOMMUNICATIONS FACILITIES............................................................. 65
Section 600 - Title .............................................................................................................................................................65
Section 605 - Statement of Purpose ....................................................................................................................................65
Section 610 - Authority......................................................................................................................................................65
Section 611 - Consistency with Federal Law.......................................................................................................................65
Section 615 - Telecommunications Facilities Definitions.....................................................................................................65
Section 616 - Administration, Enforcement and Appeals.....................................................................................................66
Section 620 - Permitted and Prohibited Locations ...............................................................................................................66
Section 625 - Small Scale Facilities....................................................................................................................................67
Section 630 - Application Requirements for Wireless Telecommunications Facilities not Covered Under Section 625 ..........67
Section 635 - Site Plan Requirements for Wireless Telecommunications Facilities not Covered Under Section 625 ..............68
Section 637 - Independent Consultants ...............................................................................................................................69
Section 640 - Collocation Requirements .............................................................................................................................69
TABLE OF CONTENTS
Town of Marlboro Zoning Regulations - March 6, 2018 4
Section 645 - Access Roads and Above Ground Facilities ...................................................................................................70
Section 650 - Tower and Antenna Design Requirements .....................................................................................................70
Section 652 - Balloon Test .................................................................................................................................................71
Section 655 - Amendments to Existing Wireless Telecommunications Facility Permit .........................................................71
Section 660 - Tower Lighting and Signage; Noise Generated by Facility .............................................................................71
Section 665 - Temporary Wireless Communications Facilities.............................................................................................71
Section 670 - Continuing Obligations .................................................................................................................................72
Section 675 - Facility Removal...........................................................................................................................................72
Section 680 - Maintenance Requirements ...........................................................................................................................72
Section 685 - Insurance Requirements ................................................................................................................................72
Section 690 - Fees..............................................................................................................................................................72
Section 695 - Enforcing Agent ...........................................................................................................................................73
Section 696 - Severability ..................................................................................................................................................73
Section 697 - Glossary of Telecommunications Terms ........................................................................................................73
ARTICLE VII - DEFINITIONS......................................................................................................... 77
ARTICLE VIII - OFFICIAL ZONING MAP.................................................................................... 85
Zoning Map - 1 of 4, Zoning Districts.................................................................................................................................85
Zoning Map - 2 of 4, Wildlife Habitat Overlay....................................................................................................................85
Zoning Map - 3 of 4, Flood and Fluvial Erosion Hazard Area Overlays ...............................................................................85
Zoning Map - 4 of 4, Shoreland and Surface Water Buffer Overlays....................................................................................85
END OF TABLE OF CONTENTS
ARTICLE III - ESTABLISHMENT OF
ZONING DISTRICTS AND ZONING MAP
Town of Marlboro Zoning Regulations - March 6, 2018 12
ARTICLE III - ESTABLISHMENT OF ZONING
DISTRICTS AND ZONING MAP
Section 300 - Purpose of Zoning Districts
The purpose of establishing zoning districts in the Town of Marlboro is to further the public health, safety, and
welfare of the Town. Specifically, the districts seek to provide an orderly, attractive, compatible, and logical growth
pattern by allocating various functional uses to land areas best suited for them.
Section 301 - Establishment of Zoning Districts
The Town of Marlboro is hereby divided into the following Zoning Districts as shown on the official Zoning Map:
Zoning Districts: Abbreviation:
Rural Residential RUR
Village VIL
Agricultural / Forest Production AGR/F
Conservation Priority CONS
Commercial COM-W and COM-E
Educational EDU
Overlay Districts:
Wildlife Habitat Overlay District WH
Shoreland Overlay District SL
Surface Water Buffer Overlay District SWB
Flood and Fluvial Erosion Hazard Area Overlay District FFEHA
Permitted Uses, Conditional Uses, and Area, Dimensional, and Coverage Requirements for all Zoning Districts, in
addition to being listed under each Zoning District, are also illustrated in the Use Table, Section 311.
Section 302 - Design Review District
As provided for in the Act, provision is hereby made for establishment of design review districts, subject to an
affirmative vote by Town Meeting. Within any design review district no structure may be erected, reconstructed,
substantially altered, restored, moved, demolished, or changed in use or type of occupancy without design approval
of plans by the Development Review Board.
Section 305 - Rural Residential (RUR)
District Description and Purpose: The Rural Residential District is defined as all land in the Town that is zoned
Rural Residential (RUR). Its purpose is to provide for agriculture, forestry, residential, and other compatible uses at
densities appropriate to the physical capability of the land and the rural character of the Town.
Permitted Uses (Only if located within 500 feet of a State Highway or Class 2, or 3 town road):
1. Accessory Dwelling Unit.
See Definition (Dwelling Unit, Accessory) for
requirement for Conditional Use Permit.
2. Accessory Uses and Buildings to Permitted
Use
3. Agriculture and Forestry*
4. Primitive Camp*
5. Family Child Care Home serving no more than
six children
6. Home Enterprise (See Sec. 450)
7. Photovoltaic System - Individual, on existing
or new structure
8. Single or Two-Family Dwelling
* Also a permitted use beyond 500 feet of a State
Highway or Class 2, or 3 town road.
ARTICLE III - ESTABLISHMENT OF
ZONING DISTRICTS AND ZONING MAP
Town of Marlboro Zoning Regulations - March 6, 2018 21
Front Yard Minimum Setback: 30 feet
Side and Rear Yard Minimum Setbacks: 30 feet each (50 feet each where abutting a residential use.)
Structure Height Maximum: Three stories or 35 feet, whichever is less.
No height limit for agricultural uses.
150 feet Total Tower Height, Wind Energy System
Accessory Use Height Maximum 25 feet.
No height limit for agricultural uses.
Building Floor Area Maximum 8,000 sf
Building Footprint Maximum 8,000 sf
Building Coverage Maximum: 20 percent
Additional Standards:
Building Design - Commercial Building design to be compatible with the architecture of the neighborhood.
Building Materials - Siding to be wood, brick, stone, or aluminum or vinyl clapboard- style siding.
Exterior Lighting - Designed so as to illuminate structures and exterior areas only at levels necessary to ensure
safety and security of persons and property; so that the light source (lamp) is not directly visible from
public roads, adjacent residences, or distant vantage points; and so that the source light does not project
above the lamp. All lighting fixtures serving parking areas shall be cut-off fixtures (shielded, with down
light only).
Parking - To be located in the side and rear yards when possible. Front yard parking shall be single-row only.
Shared access drives and parking areas are encouraged. Side and rear setbacks may be waived for shared
access and parking.
Site Design - PUDs with buildings grouped together in a village design with shared parking, open space, and
integrated street, tree, and landscape design are encouraged. See Section 500.
Section 310 - Educational (EDU)
District Description and Purpose: The Educational District includes the contiguous Marlboro College Campus. Its
purpose is to provide adequate lands for the reasonable location and expansion of institutional facilities in relation to
the present campus. Site Plan review and approval by the Development Review Board is required for zoning permit
applications within the Educational District, and a Conditional Use Permit is required for all facilities which deviate
from the Area, Dimensional, and Coverage Requirements for Permitted Uses.
Only land which is in fact owned by Marlboro College shall be included within the Educational District, but not all
such land will be necessarily so zoned. Should land in the Educational District be subsequently transferred to noninstitutional ownership or management, said land shall thereafter be considered to be in the Rural Residential
District.
Permitted Uses (Only if located within 500 feet of a State Highway or Class 2, or 3 town road):
1. Agricultural and Forestry*
2. Assisted Living Facility
3. Educational Facilities (see also Section 403)
4. Photovoltaic System - Individual, on existing
or new structure
* Also a permitted use beyond 500 feet of a State
Highway or Class 2, or 3 town road.
Conditional Uses (Only if located within 500 feet of a State Highway or Class 2, or 3 town road):
1. Community Building
2. Conference Center/Retreat Facility
3. Micro Hydro-electric Systems
4. Photovoltaic System - Small,
on existing structure
5. Photovoltaic System - Small,
on new structure
6. Wind Energy System - Individual.
7. Wind Energy System - Small.
8. Education Facilities which deviate from the
Area, Dimensional, and Coverage
Requirements.
ARTICLE III - ESTABLISHMENT OF
ZONING DISTRICTS AND ZONING MAP
Town of Marlboro Zoning Regulations - March 6, 2018 22
Conditional Uses (The following Conditional Uses, if located more than 500 feet from any State Highway or Class
2, or 3 town road, shall be Conditional Uses subject to the Wildlife Habitat Overlay District
requirements, see Section 350.):
1. Educational Facilities (see also Section 403)
2. Photovoltaic System - Individual, on existing
or new structure
3. Wind Energy System - Individual.
Area, Dimensional, and Coverage Requirements:
Structure Height Maximum: 35 feet
No height limit for agricultural uses.
150 feet Total Tower Height, Wind Energy System
Building Coverage Maximum: 10 percent
Building Setbacks: Not less than 50 feet from property lines or 10 feet from
public rights-of-way.
Yard & Courts: Not less than 50 feet between structures. For this purpose,
buildings connected by an enclosed passageway shall be
considered separate buildings, and the distance shall be
measured from the main structure in each case.
Section 311 - Use Table
"Permitted Uses," "Conditional Uses," and "Area, Dimensional, and Coverage Requirements" for all Zoning
Districts are illustrated in the following Use Table. If there is any conflict between the Use Table and the
information contained in the previous Sections 305 through 310, or in any other Sections of these Regulations, the
information in Sections 305 through 310 or in other Sections of these Regulations shall govern.
USE TABLE
Section 311
KEY: P = Permitted Use C = Conditional Use (blank) = Use is not allowed N/A = Not Applicable
USES ZONING DISTRICTS
RUR
Rural
Residential
VIL
Village
AGR/F
Agricultural/
Forest
Production
CONS
Conservation
Priority
COM-W
Commercial
West
COM-E
Commercial
East
EDU
Educational
Accessory Dwelling Unit P,C1
P,C1
P,C1 C
1
P,C1
P,C1
Accessory Uses and Buildings to
Permitted Use P P P P P P
Accessory Uses and Buildings to
Conditional Use C C C C C C
Agriculture and Forestry P P P P P P P
Assisted Living Facility P P P
Bed & Breakfast C
2
P C2 C
2 C P
Business Office P P
Primitive Camp P P C
Campground C C
Cemetery C C C C C
Community Building C P P P C
Conference Center/Retreat Facility C C C
Dormitory/Hostel C C C
Educational Facility3 C C C C P,C
ARTICLE III - ESTABLISHMENT OF
ZONING DISTRICTS AND ZONING MAP
Town of Marlboro Zoning Regulations - March 6, 2018 23
RUR
Rural
Residential
VIL
Village
AGR/F
Agricultural/
Forest
Production
CONS
Conservation
Priority
COM-W
Commercial
West
COM-E
Commercial
East
EDU
Educational
Extraction of Soil, Sand, or Gravel
(See Section 405) C
Family Child Care Home serving no
more than six children P P P C P P
Family Child Care Home serving no
more than six full-time children and
four part-time children. Shall require
Site Plan approval based on these
Zoning Regulations
C C C C C
Child Care Facility serving more than
six full-time and four part-time
children, which shall be subject to all
applicable municipal bylaws
C P
Gasoline or Motor Vehicle Service
Station (See Sec. 430) C
Health Care Facility3 C P
Home Enterprise (See Sec. 450) P,C4
P,C4
P,C4
P,C4
P,C4
P,C4
Hotel/Motel C
2 C
Kennel C C
Light Industry C
Multi-unit Dwelling C C
Municipal or Fire Co. Facility C C
Museum/Gallery P P P
Planned Unit Development C C C
Professional Residence-Office C P C C P P
Recreation - Active C C C
Religious Institution3 C C
Vehicle Services C
Wind Energy System - Individual C C C C C C C
Wind Energy System - Small C C C C C C C
Wind Energy System - Large C
Photovoltaic System - Individual,
on existing structure P P P P P P P
Photovoltaic System - Individual,
on new structure P P P P P P P
Photovoltaic System - Small,
on existing structure C C C C C C C
Photovoltaic System - Small,
on new structure C C C C C C C
Photovoltaic System - Large,
on existing structure C
Photovoltaic System - Large,
on new structure C
Photovoltaic System - Producer,
on existing structure
ARTICLE III - ESTABLISHMENT OF
ZONING DISTRICTS AND ZONING MAP
Town of Marlboro Zoning Regulations - March 6, 2018 24
RUR
Rural
Residential
VIL
Village
AGR/F
Agricultural/
Forest
Production
CONS
Conservation
Priority
COM-W
Commercial
West
COM-E
Commercial
East
EDU
Educational
Photovoltaic System - Producer,
on new structure
Micro Hydro-electric System C C C C C C C
Residential Care Home or Group
Home5 C C C C C C
Restaurant and/or Bar C C C
Retail Store -
Less than 1,600 sf retail area6 C C C
Retail Store -
More than 1,600 sf retail area6 C C
Single or Two-Family Dwelling P P P C P P
State Facility3 C C C
Telecommunications Facility7 C C7 C C
Veterinary Clinic P
Waste Management Facility3 C
Hazardous Waste Facility3 C
DIMENSIONAL STANDARDS
RUR
Rural
Residential
VIL
Village
AGR/F
Agricultural/
Forest
Production
CONS
Conservation
Priority
COM-W
Commercial
West
COM-E
Commercial
East
EDU
Educational
Lot Area Minimum 2 acres ¼ acre 10 acres 27 acres 2 acres 2 acres N/A
Lot Frontage Minimum 200 ft. 50 ft. 200 ft. 200 ft. 100 ft. 100 ft. N/A
Front Yard minimum 30 ft. 10 ft. 30 ft. 30 ft. 30 ft. 30 ft. N/A
Side and Rear Yards Minimum 50 ft. 10 ft. 50 ft. 50 ft. 30 ft.(50 ft.
abut RUR)
30 ft.(50 ft.
abut RUR) 50/10 ft.
Structure Height Max.(None for Ag) 35 ft./3 st. 35 ft./3 st. 35 ft./3 st. 35 ft./3 st. 35 ft./3 st. 35 ft./3 st. 35 ft.
Accessory Use Height Maximum 25 ft. 25 ft. 25 ft. 25 ft. 25 ft. 25 ft. N/A
Building Floor Area Maximum None None 10,000 sf 3,500 sf 6,000 sf 8,000 6,000
Building Footprint Maximum None None 10,000 sf 3,500 sf 4,000 sf 8,000 6,000
Building Coverage Maximum 10% 25% 3% 1% 20% 20% 10%
1
See Definition (Dwelling Unit, Accessory) for requirement for Conditional Use Permit.
2
Allowed only if change of use in an existing structure.
3
See Section 403.
4
See Section 450 (Home Enterprises) for requirement for Conditional Use Permit.
5
See Definition (Residential Care Home or Group Home) for detailed explanation of applicability.
6
Retail Area is defined as the gross floor area of all spaces associated with and required for the retail use, including
but not limited to selling areas, service areas, storage areas, support and employee areas, and rest rooms, all
measured to the outside face of the exterior walls.
7
See Article VI - Telecommunications Facilities. In the Village District, a Telecommunication Facility is only
allowed if it is concealed within an existing building.
Section 320 - Official Zoning Map
The location and boundaries of Zoning Districts are established as shown on the attached Official Zoning Map. The
Official Zoning Map consists of four maps: Map 1 of 4, Zoning Districts; Map 2 of 4; Wildlife Habitat Overlay;
Map 3 of 4; Flood and Fluvial Erosion Hazard Area Overlays; Map 4 of 4: Shoreland and Surface Water Buffer
Overlays. The Official Zoning Map is hereby made a part of these Regulations together with all future amendments.
ARTICLE III - ESTABLISHMENT OF
ZONING DISTRICTS AND ZONING MAP
Town of Marlboro Zoning Regulations - March 6, 2018 25
No amendment to these Regulations which involves matter portrayed on the Official Zoning Map shall become
effective until after such change and entry has been made on said map, signed by the legislative body, and attested to
by the Town Clerk. Regardless of the existence of copies of the Official Zoning Map which may from time to time
be made or published, the Official Zoning Map which shall be located in the office of the Town Clerk shall be the
final authority as to the current zoning status of land and water areas.
Section 330 - Interpretation of District Boundaries
The locations of zoning district boundaries are established as shown on the official Zoning Map. Where due to
scale, lack of detail or illegibility by the zoning map there is any uncertainty, contradiction, or conflict as to the
intended location of any zoning district boundary shown thereon, the Development Review Board shall make an
interpretation, upon request, by any aggrieved party. Any additional expense such as surveying shall be borne by
the applicant.
Section 331 - Overlay Districts
General Description: Overlay districts are superimposed over the existing zoning map. Without altering the
underlying zoning, a superimposed, additional district or zone is created. Special zoning regulations apply within
the area covered by the overlay district. The regulations of the overlay district are in addition to the regulations of
the underlying zoning scheme. The overlay district may completely cover certain existing zones, while partially
intruding or avoiding other zones. It may overlap with the majority of the land within the municipality’s borders; or
cover only a very small portion.
Section 340 - Unused
Section 350 - Wildlife Habitat Overlay District (WH)
District Description, Authority, and Purpose: Pursuant to Section 4414(2) of the Act, there is hereby established a
Wildlife Habitat Overlay District for the Town of Marlboro. The purpose of establishing a Wildlife Habitat Overlay
District is to encourage landowners to locate structures and development near roads rather than extending
development into core forest blocks, to guide development in a manner that preserves large tracts of undeveloped
interior land across property lines, and to thus accommodate the life requirements and movement of wildlife across a
broad landscape. The ecological value of maintaining large areas of connected habitat is to reduce the harmful
effects of habitat fragmentation and population isolation and to reduce the risk of local population extinctions by
enabling migration, reproduction, and exchange of genes for many plant and animal species. The prevention of
forest fragmentation is particularly important for wide-ranging animals, such as bobcats, moose, and black bears, or
for animals that require a great deal of space to meet their daily life needs, including food and mating needs.
Section 351 - Establishment of District Boundaries
The Wildlife Habitat Overlay District includes all areas more than 500 feet from a State Highway or Class 2, or 3
town road. Areas within the Wildlife Habitat Overlay District are shown as Wildlife Habitat Overlay on the Zoning
Map - 2 of 4, Wildlife Habitat Overlay. It is not the Town’s intention to prevent development in these areas but
rather to require that any such development will avoid or minimize impacts on sensitive wildlife resources and
habitat.
Where the boundary of the Wildlife Habitat Overlay District divides a lot of record such that part of the lot falls
within the Wildlife Habitat Overlay District and part of the lot falls outside of it, the provisions of this Article shall
apply to only that portion of the lot that falls within the Wildlife Habitat Overlay District. This supersedes Section
411 of these Regulations.
According to the Vermont Fish and Wildlife Department, land included in Marlboro’s proposed Wildlife Habitat
Overlay District falls within an eco-regional significant habitat connectivity area connecting the Southern Green
From: Jeff McMahan
To: Renner, Jamie
Subject: Clarifications
Date: Friday, July 17, 2020 3:19:47 PM
EXTERNAL SENDER: Do not open attachments or click on links unless you recognize
and trust the sender.
Jamie -
The unrestricted total dollar amount on the spreadsheet that you asked about was accurate as
of the date at the top of that column.
The hand written notes related to the fund are internal notes, not from the donor.
Will circle back on and shortly.
Jeff
Jeffrey J. McMahan
Dinse P.C.
209 Battery Street
Burlington, VT 05401
jmcmahan@dinse.com
802-859-7013 (direct)
802-343-5958 (mobile)
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From: Jeff McMahan
To: Renner, Jamie
Subject: RE: Emerson College NECHE Approval
Date: Friday, July 17, 2020 7:16:31 AM
EXTERNAL SENDER: Do not open attachments or click on links unless you recognize
and trust the sender.
Filed May 29th.
From: Renner, Jamie [mailto:Jamie.Renner@vermont.gov]
Sent: Wednesday, July 15, 2020 9:10 PM
To: Jeff McMahan
Subject: RE: Emerson College NECHE Approval
Understood. Could you/Marlboro please provide the date the substantial change request was
submitted? The date field is blank on the submission and I see both June and July dates referenced
in the document itself.
-Jamie
From: Jeff McMahan <jmcmahan@DINSE.COM>
Sent: Wednesday, July 15, 2020 8:16 PM
To: Renner, Jamie <Jamie.Renner@vermont.gov>
Subject: Emerson College NECHE Approval
EXTERNAL SENDER: Do not open attachments or click on links unless you recognize and trust the
sender.
Jamie -
Here is the substantivechange approval.
The substantive change request document previously forwarded is the final version with the only
exception being that the financial information was not attached as an appendix. Emerson would
prefer not to share this financial information as a public record.
Jeff
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From: Jeff McMahan
To: Renner, Jamie
Subject: EC IRS Determination Letter
Date: Wednesday, July 15, 2020 7:59:20 PM
Attachments: IRS Determination Letter Update 9.28.18.pdf
ATT00001.txt
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and trust the sender.
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From: Jeff McMahan
To: Renner, Jamie
Subject: Emerson College NECHE Approval
Date: Wednesday, July 15, 2020 8:16:09 PM
Attachments: Emerson College 7.6.2020.pdf
ATT00001.txt
EXTERNAL SENDER: Do not open attachments or click on links unless you recognize
and trust the sender.
Jamie -
Here is the substantivechange approval.
The substantive change request document previously forwarded is the final version with the
only exception being that the financial information was not attached as an appendix. Emerson
would prefer not to share this financial information as a public record.
Jeff
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July 6, 2020
Dr. M. Lee Pelton
President
Emerson College
120 Boylston Street
Boston, MA 02116-4624
Dear President Pelton:
I am pleased to inform you that at its meeting on June 23, 2020, the New
England Commission of Higher Education voted to encompass the
Marlboro Institute for Liberal Arts and Interdisciplinary Studies within the
institution’s accreditation. A site visit to assess implementation will be
scheduled for Spring 2021.
The transfer of fiscal and faculty resources from Marlboro College to
Emerson College appears well designed and will both advance the liberal
arts at Emerson and promote the core principles of the “Marlboro Promise”
in a new setting.
Sincerely,
Barbara Brittingham
BB/bec
From: Jeff McMahan
To: Renner, Jamie
Subject: MC IRS Determination Letter Original
Date: Wednesday, July 15, 2020 8:00:23 PM
Attachments: MC IRS Determination Letter.pdf
ATT00001.txt
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and trust the sender.
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From: Jeff McMahan
To: Renner, Jamie
Subject: MC IRS Tax Exempt Letter - 2018
Date: Wednesday, July 15, 2020 8:00:37 PM
Attachments: MC IRS Tax Exempt Letter - 2018.pdf
ATT00001.txt
EXTERNAL SENDER: Do not open attachments or click on links unless you recognize
and trust the sender.
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From: Jeff McMahan
To: Renner, Jamie
Subject: Re: Marlboro - follow up q
Date: Wednesday, July 15, 2020 7:58:15 PM
EXTERNAL SENDER: Do not open attachments or click on links unless you recognize
and trust the sender.
Jamie -
Marlboro had 24 tenured/tenure-track faculty members eligible to go to Emerson.
Two chose to retire and two left for other opportunities.
Of the twenty remaining, sixteen will have their primary appointment within the
Institute, two of whom will be in a reduced teaching contract. Four will have
primary appointments in other programs, but will maintain a secondary
appointment within the Institute. All Marlboro faculty will be part of the
Marlboro Institute.
Jeffrey J. McMahan
Dinse P.C.
209 Battery Street
Burlington, VT 05401
jmcmahan@dinse.com
802-859-7013 (direct)
802-343-5958 (mobile)
On Jul 15, 2020, at 5:38 PM, Renner, Jamie <Jamie.Renner@vermont.gov>
wrote:
Is this statement accurate? If not, what are the current anticipated numbers?
Following the proposed Asset Exchange Agreement, 18 of 21 Marlboro College
tenured or tenure-track faculty would transition to Emerson College. 14 would be
housed within the Marlboro Institute.
Thanks,
Jamie
Jamie Renner
Assistant Attorney General
Office of the Vermont Attorney General
109 State Street, Montpelier, VT 05609
Dir: 802-828-5947
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From: Jeff McMahan
To: Renner, Jamie
Subject: UVM Deed of Gift
Date: Wednesday, July 15, 2020 8:22:51 PM
Attachments: UVM Deed of Gift.pdf
ATT00001.txt
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Deed of Gift
For value received, The Corporation of Marlboro College (“MC”) designates the University of
Vermont (“UVM”) as the repository of a collection of correspondence, manuscripts, documents,
photographs, books, and other materials which MC hereby presents to UVM pursuant to this
agreement. UVM shall manage and care for these collections according to accepted
professional standards and in accordance with its educational mission and objectives. MC is
intending to transfer to UVM such right, title, and interest in and to the physical property to the
extent MC owns such, and MC hereby transfers to UVM the right of physical possession of such
property, including by not limited to correspondence, manuscripts, documents, photographs and
other materials; any and all copyrights which may be owned by MC on materials held in this
collection and which are transferred to UVM hereunder. UVM is aware that there may be items
in the collection to which MC does not own copyright or other interests, e.g., by way of example
and not by way of limitation, a photograph within a magazine, and for such items, MC has only a
right of possession. MC leaves it to UVM to establish the procedures and rules for the housing
and using of this collection, with the understanding that MC community members, researchers,
and the public will have reasonable access to these materials. MC expressly authorizes UVM to
dispose of any items in this collection which are deemed no longer useful for research or study,
provided that UVM does so in a reasonable and professional manner.
Donor Information:
Name of Donor: The Corporation of Marlboro College
Contact Persons: Megan O’Loughlin, Project Archivist; Amber Hunt, Interim Library Director
Address: P.O. Box A
City/State/Zip: Marlboro, VT 05344
Email: moloughlin@marlboro.edu, amber@marlboro.edu or library@marlboro.edu
Description of Collection Referred to Above:
Marlboro College Archives
The Marlboro College Archives collection spans roughly 275 linear feet and contains a variety of
formats/object types. The majority of the collection consists of printed materials on paper,
including MC catalogs and handbooks, The Citizen newspaper, yearbooks, scrapbooks, the
Potash Hill magazine (the semi-annual College publication), and historical MC ephemera.
Additionally, as part of the early MC history, the collection contains documents concerning
Walter Hendricks and Robert Frost. The collection also includes cassette tapes and VHS tapes
recording campus events, capturing on-campus concerts featuring notable musicians, such as
Blanche Moyse and Luis Batlle, and speakers, like Loren Pope and Saul Bellow, as well as oral
histories of alumni from MC’s first few graduating classes. The collection also includes
photographs of campus life and a small collection of three-dimensional objects. The earliest
materials in the collection date back to the mid-1940’s and continue to the present time. There
may be materials in the collection to which MC does not own copyright or any other right except
the right of possession.
Plans of Concentration
Measuring 206 linear feet, the Plans of Concentration document individual student work
spanning from the early 1950’s to present day. All Plans are bound and professionally cataloged
in MARC records with digital preservation copies. MC has only the right of possession on these
Plans.
Faculty & Alumni Collection
Measuring 17 linear feet, the Rice-Aron Library has collected publications from Marlboro's
faculty & alumni. MC has only the right of possession of these publications.
Artist Book Collection
4 linear feet; closed stacks. Cataloged with MARC records. Small format Artists Books on wide
ranging topics. MC has only the right of possession on these Artists Books.
Zine Collection
8 linear feet; open stacks. While this collection has some foundational organization, it is largely
a browsing collection. Contains a mixture of commercially distributed zines and zines created by
Marlboro community members. MC has only the right of possession on these zines.
Kipling Collection
Spanning 60 linear feet; closed stacks. Professionally processed with grant funding.
Concentrating on Rudyard Kipling’s 5 years in Vermont, this collection consists of three distinct
item types: books & journal articles, photographs, and primary source documents. The books
and journal articles collection includes many rare and first editions and journal articles in their
original volumes. Most materials are from the Howard C. Rice, Jr. Collection. Many of the first
editions have been appraised, but a number of years ago. The photograph collection primarily
focuses on Kipling’s Vermont years (1892-1896) and includes a broad spectrum of images of
Kipling, his family, friends, relatives and Naulakha. Most images are from the F. Cabot Holbrook
Collection, owned by The Landmark Trust USA. Please see separate transfer permission
document from The Landmark Trust USA, upon which the transfer of possession of these
particular items is contingent. The primary source documents collection includes materials
related to Rudyard Kipling that were stored in a Brattleboro, VT bank vault for nearly 100 years.
This box apparently had been left behind when the Kiplings left Vermont in 1896. For all of the
foregoing items described above, these items have been in MC's possession. Unless a prior
agreement specifically grants ownership to MC, MC claims no ownership interest in items in the
Kipling Collection, and is transferring the right of possession.
Date when UVM will take possession of materials: ________________
Terms and Conditions:
1. By execution of this Deed of Gift, MC expressly represents and warrants to UVM that
MC is fully authorized to transfer to UVM the right of possession of all items that are the
subject of this agreement. MC makes no other representations or warranties. To the
extent MC may have copyright interest in any of these items, MC transfers to UVM all
such right title and interest. In other words, MC is transferring only such rights as MC
may have with respect to items the subject of this agreement, and no other rights. MC
has made no prior pledge, option, or gift of any part thereof to any person regarding
these collections, and that MC has the right to give or transfer the collections within the
limits described herein. The materials are transferred "as is".
2. In the event that UVM can no longer house the Marlboro College Archives Collection,
UVM agrees in a reasonable and professional manner to find another suitable home for
the Collection and make reasonable efforts to communicate with any existing MC
stakeholders regarding the status of the Collection.
3. Digital copies for the Plans of Concentration are for preservation purposes and may not
be distributed online until materials are in the public domain. The parties agree that
generally materials published before 1925 could fall into the public domain during 2020,
but MC makes no warranties regarding when any item in the Plans or any other item the
subject of this agreement might fall into the public domain. UVM would be solely
responsible for making an independent determination of public domain status.
4. Until a Plan of Concentration is in the public domain, written permission of the author, or
the author’s heirs, is necessary in order to photocopy or otherwise reproduce a Plan or
parts of a Plan. With the permission of the Plan author, or the author’s heirs, UVM may
supply copies of Plans of Concentration. UVM, and not MC, would be solely responsible
for obtaining any such permissions.
5. Regarding MC's officers, directors, and any successors, UVM agrees to hold harmless,
indemnify and defend them from any claims arising out of or in connection with this
agreement and/or any right, title, and/or interest in and to any materials transferred
hereunder.
For The Corporation of Marlboro College
___________________________________ ___________________________________
Kevin F. F. Quigley, President Date UVM Signature Date
Kevin F. F. Quigley May 11, 2020 |