FORM 1023 CHECKLIST
Form 1023 Checklist (Revised June 2006) Application for Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code
Note. Retain a copy of the completed Form 1023 in your permanent records. Refer to the General Instructions regarding Public Inspection of approved applications.
Check each box to finish your application (Form 1023). Send this completed Checklist with your filled-in application. If you have not answered all the items below, your application may be returned to you as incomplete.
X 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.
X 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.
X Employer Identification Number (EIN)
X 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. X Schedules. Submit only those schedules that apply to you and check either “Yes” or “No” below. Schedule A Yes No X Schedule E Yes No X
Schedule B Yes No X Schedule F Yes No X
Schedule C Yes No X Schedule G Yes No X
Schedule D Yes No X Schedule H Yes No X X An exact copy of your complete articles of organization (creating document). Absence of the proper purpose and dissolution clauses is the number one reason for delays in the issuance of determination letters. Location of Purpose Clause from Part III, line 1 (Page, Article and Paragraph Number)p. 1-2, Art. III.A Location of Dissolution Clause from Part III, line 2b or 2c (Page, Article and Paragraph Number) or by operation of state law p. 5, Art. X X Signature of an officer, director, trustee, or other official who is authorized to sign the application. Signature at Part XI of Form 1023.
X 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 2848
Power of Attorney OMB No. 1545-0150 Form 2848 For IRS Use Only (Rev. June 2008) and Declaration of Representative Received by: Department of the Treasury Type or print. See the separate instructions. Internal Revenue Service Name Part I Power of Attorney Telephone Caution: Form 2848 will not be honored for any purpose other than representation before the IRS. Function 1 Taxpayer information. Taxpayer(s) must sign and date this form on page 2, line 9. Date // Taxpayer name(s) and address Social security number(s) Employer identification number Ada Initiative, Inc. 3111 E. 4th St, Apt. 223 45-1135048 Daytime telephone number Plan number (if applicable) Tucson, AZ 85716 (415) 779-5914 hereby appoint(s) the following representative(s) as attorney(s)-in-fact:
2 Representative(s) must sign and date this form on page 2, Part II. Name and address CAF No. 0303-39590R Michael W. Durham Telephone No. (202) 862-5031 One Thomas Circle, N.W., Suite 1100 Fax No. (202) 429-3301 Washington, DC 20005 Check if new: Address Telephone No. Fax No. Name and address CAF No. 0307-94762R David A. Lawson Telephone No. (202) 862-7862 One Thomas Circle, N.W., Suite 1100 Fax No. (202) 429-3301 Washington, DC 20005 Check if new: Address Telephone No. Fax No. Name and address CAF No. Telephone No. Fax No. Check if new: Address Telephone No. Fax No. to represent the taxpayer(s) before the Internal Revenue Service for the following tax matters:
3 Tax matters Type of Tax (Income, Employment, Excise, etc.) Tax Form Number Year(s) or Period(s) or Civil Penalty (see the instructions for line 3) (1040, 941, 720, etc.) (see the instructions for line 3)
Application for Exemption 1023 2011
4 Specific use not recorded on Centralized Authorization File (CAF). If the power of attorney is for a specific use not recorded on CAF, check this box. See the instructions for Line 4. Specific Uses Not Recorded on CAF
5 Acts authorized. The representatives are authorized to receive and inspect confidential tax information and to perform any and all acts that I (we) can perform with respect to the tax matters described on Iine 3, for example, the authority to sign any agreements, consents, or other documents. The authority does not include the power to receive refund checks (see line 6 below), the power to substitute another representative or add additional representatives, the power to sign certain returns, or the power to execute a request for disclosure of tax returns or return information to a third party. See the line 5 instructions for more information. Exceptions. An unenrolled return preparer cannot sign any document for a taxpayer and may only represent taxpayers in limited situations. See Unenrolled Return Preparer on page 1 of the instructions. An enrolled actuary may only represent taxpayers to the extent provided in section 10.3(d) of Treasury Department Circular No. 230 (Circular 230). An enrolled retirement plan administrator may only represent taxpayers to the extent provided in section 10.3(e) of Circular 230. See the line 5 instructions for restrictions on tax matters partners. In most cases, the student practitioner’s (levels k and l) authority is limited (for example, they may only practice under the supervision of another practitioner).
List any specific additions or deletions to the acts otherwise authorized in this power of attorney:
6 Receipt of refund checks. If you want to authorize a representative named on Iine 2 to receive, BUT NOT TO ENDORSE OR CASH, refund checks, initial here and list the name of that representative below.
Name of representative to receive refund check(s)
For Privacy Act and Paperwork Reduction Act Notice, see page 4 of the instructions. Form 2848 (Rev. 6-2008) ISA STF DQXW1001.1
FORM 1023
Application for Recognition of Exemption OMB No. 1545-0056 Form 1023 Note: If exempt status is (Rev. June 2006) Under Section 501(c)(3) of the Internal Revenue Code approved, this Department of the Treasury application will be open Internal Revenue Service for public inspection. Use the instructions to complete this application and for a definition of all bold items. For additional help, call IRS Exempt Organizations Customer Account Services toll-free at 1-877-829-5500. Visit our website at www.irs.gov for forms and publications. If the required information and documents are not submitted with payment of the appropriate user fee, the application may be returned to you. Attach additional sheets to this application if you need more space to answer fully. Put your name and EIN on each sheet and identify each answer by Part and line number. Complete Parts I - XI of Form 1023 and submit only those Schedules (A through H) that apply to you.
Part I Identification of Applicant 1 Full name of organization (exactly as it appears in your organizing document) 2 c/o Name (if applicable)
Ada Initiative, Inc. 3 Mailing address (Number and street) (see instructions) Room/Suite 4 Employer Identification Number (EIN)
3111 E 4th St Apt 223 45-1135048 City or town, state or country, and ZIP + 4 5 Month the annual accounting period ends (01 – 12)
Tucson, AZ 85716 12 6 Primary contact (officer, director, trustee, or authorized representative) a Name: Michael W. Durham, PTIN: P01456383 b Phone: (202) 862-5031 Caplin & Drysdale, EIN: 52-1226629 c Fax: (optional) (202) 429-3301 7 Are you represented by an authorized representative, such as an attorney or accountant? If “Yes,” X 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 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 YesX 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: http://adainitiative.org/ b Organization’s email: (optional) [email protected] 10 Certain organizations are not required to file an information return (Form 990 or Form 990-EZ). If you YesX 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/YYYY) 03/18/2011
12 Were you formed under the laws of a foreign country? YesX No If “Yes,” state the country.
For Paperwork Reduction Act Notice, see page 24 of the instructions. Form 1023 (Rev. 6-2006) Form 1023 (Rev. 6-2006) Name: Ada Initiative, Inc. EIN: 45-1135048 Page 2 Part II Organizational Structure You must be a corporation (including a limited liability company), an unincorporated association, or a trust to be tax exempt. (See instructions.) DO NOT file this form unless you can check “Yes” on lines 1, 2, 3, or 4. 1 Are you a corporation? If “Yes,” attach a copy of your articles of incorporation showing certification X Yes No of filing with the appropriate state agency. Include copies of any amendments to your articles and be sure they also show state filing certification. Please see attached Certificate of Incorporation. 2 Are you a limited liability company (LLC)? If “Yes,” attach a copy of your articles of organization showing YesX 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, YesX 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 YesX 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 X Yes No how your officers, directors, or trustees are selected. Please see attached Bylaws. Part III 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, X 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): p. 1-2, Art. III.A 2a Section 501(c)(3) requires that upon dissolution of your organization, your remaining assets must be used exclusively X 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. p. 5, Art. X 2c See the instructions for information about the operation of state law in your particular state. Check this box if you rely on operation of state law for your dissolution provision and indicate the state: Part IV Narrative Description of Your Activities Using an attachment, describe your past, present, and planned activities in a narrative. If you believe that you have already provided some of this information in response to other parts of this 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, Part V Employees, and Independent Contractors 1a List the names, titles, and mailing addresses of all of your officers, directors, and trustees. For each person listed, state their total annual compensation, or proposed compensation, for all services to the organization, whether as an officer, employee, or other position. Use actual figures, if available. Enter “none” if no compensation is or will be paid. If additional space is needed, attach a separate sheet. Refer to the instructions for information on what to include as compensation.
Compensation amount Name Title Mailing address (annual actual or estimated)
Please see Exhibit B.
Form 1023 (Rev. 6-2006) Form 1023 (Rev. 6-2006) Name: Ada Initiative, Inc. EIN: 45-1135048 Page 3 Part V Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees, Employees, and Independent Contractors (Continued) b List the names, titles, and mailing addresses of each of your five highest compensated employees who receive or will receive compensation of more than $50,000 per year. Use the actual figure, if available. Refer to the instructions for information on what to include as compensation. Do not include officers, directors, or trustees listed in line 1a.
Compensation amount Name Title Mailing address (annual actual or estimated)
No compensated employees not
listed in line 1a.
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.
Compensation amount Name Title Mailing address (annual actual or estimated)
Not applicable.
The following “Yes” or “No” questions relate to past, present, or planned relationships, transactions, or agreements with your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed in lines 1a, 1b, and 1c. 2a Are any of your officers, directors, or trustees related to each other through family or business YesX 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 YesX 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 YesX No highest compensated independent contractors listed on lines 1b or 1c through family or business relationships? If “Yes,” identify the individuals and explain the relationship. 3a For each of your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed on lines 1a, 1b, or 1c, attach a list showing their name, qualifications, average hours worked, and duties. b Do any of your officers, directors, trustees, highest compensated employees, and highest YesX No compensated independent contractors listed on lines 1a, 1b, or 1c receive compensation from any other organizations, whether tax exempt or taxable, that are related to you through common control? If “Yes,” identify the individuals, explain the relationship between you and the other organization, and describe the compensation arrangement.
4 In establishing the compensation for your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed on lines 1a, 1b, and 1c, the following practices are recommended, although they are not required to obtain exemption. Answer “Yes” to all the practices you use. a Do you or will the individuals that approve compensation arrangements follow a conflict of interest policy? X Yes No b Do you or will you approve compensation arrangements in advance of paying compensation? X Yes No c Do you or will you document in writing the date and terms of approved compensation arrangements? X Yes No
Form 1023 (Rev. 6-2006) Form 1023 (Rev. 6-2006) Name: Ada Initiative, Inc. EIN: 45-1135048 Page 4 Part V 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 X Yes No compensation arrangements? e Do you or will you approve compensation arrangements based on information about compensation paid by X 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 1a, 1b, and 1c, for information on what to include as compensation. f Do you or will you record in writing both the information on which you relied to base your decision X 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 1a, 1b, and 1c. 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 X has been adopted, such as by resolution of your governing board. If “No,” answer lines 5b and 5c. Please see Exhibit C. 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, YesX No and highest compensated independent contractors listed in lines 1a, 1b, or 1c through non-fixed payments, such as discretionary bonuses or revenue-based payments? If “Yes,” describe all non-fixed compensation arrangements, including how the amounts are determined, who is eligible for such arrangements, whether you place a limitation on total compensation, and how you determine or will determine that you pay no more than reasonable compensation for services. Refer to the instructions for Part V, lines 1a, 1b, and 1c, for information on what to include as compensation. b Do you or will you compensate any of your employees, other than your officers, directors, trustees, YesX 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 1a, 1b, and 1c, for information on what to include as compensation.
7a Do you or will you purchase any goods, services, or assets from any of your officers, directors, YesX 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, YesX No highest compensated employees, or highest compensated independent contractors listed in lines 1a, 1b, or 1c? If “Yes,” describe any such sales that you made or intend to make, to whom you make or will make such sales, how the terms are or will be negotiated at 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, YesX No trustees, highest compensated employees, or highest compensated independent contractors listed in lines 1a, 1b, or 1c? If “Yes,” provide the information requested in lines 8b through 8f. b Describe any written or oral arrangements that you made or intend to make. c Identify with whom you have or will have such arrangements. d Explain how the terms are or will be negotiated at arm’s length. e 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 have any leases, contracts, loans, or other agreements with any organization in X Yes No which any of your officers, directors, or trustees are also officers, directors, or trustees, or in which any individual officer, director, or trustee owns more than a 35% interest? If “Yes,” provide the information requested in lines 9b through 9f.
Form 1023 (Rev. 6-2006) Form 1023 (Rev. 6-2006) Name: Ada Initiative, Inc. EIN: 45-1135048 Page 5 Part V 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. Please see Exhibit A for lines 9b through 9e. c Identify with whom you have or will have such arrangements. Please see Exhibit E for line 9f. 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.
Part VI Your Members and Other Individuals and Organizations That Receive Benefits From You The following “Yes” or “No” questions relate to goods, services, and funds you provide to individuals and organizations as part of your activities. Your answers should pertain to past, present, and planned activities. (See instructions.) 1a In carrying out your exempt purposes, do you provide goods, services, or funds to individuals? If X 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 X Yes No “Yes,” describe each program that provides goods, services, or funds to organizations. Please see Exhibit A. 2 Do any of your programs limit the provision of goods, services, or funds to a specific individual or YesX 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 YesX 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 1a, 1b, and 1c? If “Yes,” explain how these related individuals are eligible for goods, services, or funds. Part VII 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 YesX 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 YesX No were legally formed? If “Yes,” complete Schedule E. Part VIII 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. YesX No 2a Do you attempt to influence legislation? If “Yes,” explain how you attempt to influence legislation YesX 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 X 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 YesX 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 YesX No conduct bingo or gaming for you? If “Yes,” describe any written or oral arrangements that you made or intend to make, identify with whom you have or will have such arrangements, explain how the terms are or will be negotiated at arm’s length, and explain how you determine or will determine you pay no more than fair market value or you will be paid at least fair market value. Attach copies or any written contracts or other agreements relating to such arrangements.
c List the states and local jurisdictions, including Indian Reservations, in which you conduct or will conduct gaming or bingo. Form 1023 (Rev. 6-2006) Form 1023 (Rev. 6-2006) Name: Ada Initiative, Inc. EIN: 45-1135048 Page 6 Part VIII Your Specific Activities (Continued) 4a Do you or will you undertake fundraising? If “Yes,” check all the fundraising programs you do or will X Yes No conduct. (See instructions.) mail solicitations phone solicitations X email solicitations X accept donations on your website X personal solicitations receive donations from another organization’s website vehicle, boat, plane, or similar donations X government grant solicitations X foundation grant solicitations Other 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 YesX 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 X Yes No arrangements. Include a description of the organizations for which you raise funds and attach copies of all contracts or agreements. Please see Exhibit A. d List all states and local jurisdictions in which you conduct fundraising. For each state or local 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 YesX 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. YesX No 6a Do you or will you engage in economic development? If “Yes,” describe your program. YesX No b Describe in full who benefits from your economic development activities and how the activities promote exempt purposes. 7a Do or will persons other than your employees or volunteers develop your facilities? If “Yes,” describe YesX No each facility, the role of the developer, and any business or family relationship(s) between the developer and your officers, directors, or trustees. b Do or will persons other than your employees or volunteers manage your activities or facilities? If YesX No “Yes,” describe each activity and facility, the role of the manager, and any business or family relationship(s) between the manager and your officers, directors, or trustees. c If there is a business or family relationship between any manager or developer and your officers, directors, or trustees, identify the individuals, explain the relationship, describe how contracts are negotiated at 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 YesX 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 YesX 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 activities are available. Also, see the instructions and explain how you qualify as a childcare organization described in section 501(k). 10 Do you or will you publish, own, or have rights in music, literature, tapes, artworks, choreography, X 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 determined, and how any items are or will be produced, distributed, and marketed. Please see Exhibit A.
Form 1023 (Rev. 6-2006) Form 1023 (Rev. 6-2006) Name: Ada Initiative, Inc. EIN: 45-1135048 Page 7 Part VIII Your Specific Activities (Continued) 11 Do you or will you accept contributions of: real property; conservation easements; closely held YesX 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 X Yes No 12d. If “No,” go to line 13a. b Name the foreign countries and regions within the countries in which you operate. Please see Exhibit A. 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 YesX 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? If “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,” YesX 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 1023 (Rev. 6-2006) Form 1023 (Rev. 6-2006) Name: Ada Initiative, Inc. EIN: 45-1135048 Page 8 Part VIII Your Specific Activities (Continued) 15 Do you have a close connection with any organizations? If “Yes,” explain. Please See Exhibit A. X Yes No 16 Are you applying for exemption as a cooperative hospital service organization under section YesX No 501(e)? If “Yes,” explain. 17 Are you applying for exemption as a cooperative service organization of operating educational YesX No organizations under section 501(f)? If “Yes,” explain. 18 Are you applying for exemption as a charitable risk pool under section 501(n)? If “Yes,” explain. YesX No 19 Do you or will you operate a school? If “Yes,” complete Schedule B. Answer “Yes,” whether you YesX No operate a school as your main function or as a secondary activity. 20 Is your main function to provide hospital or medical care? If “Yes,” complete Schedule C. YesX No 21 Do you or will you provide low-income housing or housing for the elderly or handicapped? If YesX No “Yes,” complete Schedule F. 22 Do you or will you provide scholarships, fellowships, educational loans, or other educational grants to YesX No individuals, including grants for travel, study, or other similar purposes? If “Yes,” complete Schedule H. Note: Private foundations may use Schedule H to request advance approval of individual grant procedures.
Form 1023 (Rev. 6-2006) Form 1023 (Rev. 6-2006) Name: Ada Initiative, Inc. EIN: 45-1135048 Page 9 Part IX Financial Data For purposes of this schedule, years in existence refer to completed tax years. If in existence 4 or more years, complete the schedule for the most recent 4 tax years. If in existence more than 1 year but less than 4 years, complete the statements for each year in existence and provide projections of your likely revenues and expenses based on a reasonable and good faith estimate of your future finances for a total of 3 years of financial information. If in existence less than 1 year, provide projections of your likely revenues and expenses for the current year and the 2 following years, based on a reasonable and good faith estimate of your future finances for a total of 3 years of financial information. (See instructions.)
A. Statement of Revenues and Expenses Type of revenue or expense Current tax year 3 prior tax years or 2 succeeding tax years (a) From 1/2011 (b) From 1/2012 (c) From 1/2013 (d) From (e) Provide Total for To 12/2011 To 12/2012 To 12/2013 To (a) through (d) 1 Gifts, grants, and contributions received (do not include unusual grants) 128,239 400,000 500,000 1,028,239.00 2 Membership fees received 0.00 3 Gross investment income 3 1,000 1,500 2,503.00 4 Net unrelated business income 0.00 5 Taxes levied for your benefit 0.00 6 Value of services or facilities furnished by a governmental unit without charge (not including the value of services generally furnished to the public without charge) 0.00 7 Any revenue not otherwise Revenues listed above or in lines 9–12 below (attach an itemized list) 0.00 8 Total of lines 1 through 7 128,242.00 401,000.00 501,500.00 1,030,742.00 9 Gross receipts from admissions, merchandise sold or services performed, or furnishing of facilities in any activity that is related to your exempt purposes (attach itemized list) 0.00 10 Total of lines 8 and 9 128,242.00 401,000.00 501,500.00 1,030,742.00 11 Net gain or loss on sale of capital assets (attach schedule and see instructions) 0.00 12 Unusual grants 0.00 13 Total Revenue Add lines 10 through 12 128,242.00 401,000.00 501,500.00 1,030,742.00 14 Fundraising expenses 221 1,000 1,300 15 Contributions, gifts, grants, and similar amounts paid out (attach an itemized list) 16 Disbursements to or for the benefit of members (attach an itemized list) 17 Compensation of officers, directors, and trustees 62,497 297,000 325,000 18 Other salaries and wages 19 Interest expense Expenses 20 Occupancy (rent, utilities, etc.) 1,437 2,500 3,050 21 Depreciation and depletion 100 1,500 2,000 22 Professional fees 23,589 9,500 11,000 23 Any expense not otherwise Please see Exhibit D. classified, such as program services (attach itemized list) 18,782 29,500 37,400 24 Total Expenses Add lines 14 through 23 106,626.00 341,000.00 379,750.00 Form 1023 (Rev. 6-2006) Form 1023 (Rev. 6-2006) Name: Ada Initiative, Inc. EIN: 45-1135048 Page 10 Part IX Financial Data (Continued) B. Balance Sheet (for your most recently completed tax year) Year End: Current Assets (Whole dollars) 1 Cash ...... 1 63,726 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) ...... 7 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) ...... 11 Liabilities 63,726 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 0 Fund Balances or Net Assets 17 Total fund balances or net assets ...... 17 63,726 18 Total Liabilities and Fund Balances or Net Assets (add lines 16 and 17) ...... 18 63,726 19 Have there been any substantial changes in your assets or liabilities since the end of the period YesX No shown above? If “Yes,” explain. Part X 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.)
1a Are you a private foundation? If “Yes,” go to line 1b. If “No,” go to line 5 and proceed as instructed. YesX No 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 1a, indicate the type of public charity status you are requesting by checking one of the choices below. You may check only one box. The organization is not a private foundation because it is: a 509(a)(1) and 170(b)(1)(A)(i)—a church or a convention or association of churches. Complete and attach Schedule A. b 509(a)(1) and 170(b)(1)(A)(ii)—a school. Complete and attach Schedule B. c 509(a)(1) and 170(b)(1)(A)(iii)—a hospital, a cooperative hospital service organization, or a medical research organization operated in conjunction with a hospital. Complete and attach Schedule C. d 509(a)(3)—an organization supporting either one or more organizations described in line 5a through c, f, g, or h or a publicly supported section 501(c)(4), (5), or (6) organization. Complete and attach Schedule D.
Form 1023 (Rev. 6-2006) Form 1023 (Rev. 6-2006) Name: Ada Initiative, Inc. EIN: 45-1135048 Page 11 Part X 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 X 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 Revenue Code
For Organization
(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 YesX 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 explain why it is unusual.
Form 1023 (Rev. 6-2006)
CERTIFICATE OF INCORPORATION
BYLAWS
FORM 5768
EXHIBIT A
Exhibit A to Form 1023 Ada Initiative, Inc. EIN: 45-1135048
Statement in Support of Application for Recognition of Exempt Status
The following statement describes the purposes, structure, and proposed activities of Ada Initiative, Inc. (the “Initiative”). It also discusses the legal authorities that support this application for recognition of exempt status under section 501(c)(3) of the Internal Revenue Code, and the Initiative’s classification as an organization that is not a private foundation under section 509(a)(1) of the Code.1
I. Facts.
The Initiative is a recently formed nonprofit, nonstock corporation, duly organized under the General Corporation Law of the State of Delaware. Its Certificate of Incorporation (enclosed with this application) was filed on March 18, 2011.
As stated in Article III of its Certificate of Incorporation, the Initiative was formed and will be operated exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Code. More specifically, the Initiative’s purpose is to increase the participation of women in open technology and culture, a field where women are especially under-represented, in significant part because of the gender discrimination, prejudice, and sexual harassment that is all too common in this field of endeavor. To provide a sense of the scope of the problem, available estimates indicate that women comprise between 2% and 10% of participants in and jobs and volunteer work, as compared with 20% or 30% in software development more generally. In part this is just a continuation of the well-documented under- representation of women that exists more generally in science, technology, engineering, and mathematics (STEM) fields, with deep implications for the future of our increasingly technological and Internet-based society and for the equal opportunities of women in that society. However, the Ada Initiative believes that the field of open technology also presents especially pernicious dangers of discrimination and harassment that deserve special attention and specifically tailored solutions. The Ada Initiative plans to help combat discrimination and harassment, and to compensate for past discrimination, by doing the following:
1. conducting research into the causes of women’s low participation; 2. producing printed and online educational materials combating discrimination and harassment; 3. conducting educational conferences and training workshops; and
1 Unless otherwise indicated, all statutory references are to the Internal Revenue Code of 1986, as amended (the “Code”). References to the “Regulations” are to the applicable Treasury Regulations under the Code.
Ada Initiative, Inc. EIN: 45-1135048 Page 2 of 10
4. helping to free online communications infrastructure from persistent patterns of harassment, intimidation, and abuse.
A. Governance and Structure.
The Initiative is governed by a Board of Directors, which currently has six members. The Bylaws provide that directors are not compensated for their service as directors. Two directors, Valerie Aurora and Mary Gardiner, are compensated for their service as officers of the Initiative; their compensation is determined by a compensation committee comprising only independent directors. All six of the current directors are experienced managers with extensive history in the world of open technology and culture, and are accordingly well qualified to serve on the Initiative’s Board. The current directors’ qualifications are listed on Exhibit B. The Directors will govern the Initiative according to the attached Bylaws, which were adopted by resolution of the Board.
In addition to the Board of Directors, the Initiative has assembled a highly qualified group of 16 committed and experienced advocates for women in open technology and culture to serve as uncompensated advisors to the Initiative. While the advisors do not have formal powers with respect to the Initiative, they are expected to help the Initiative define its priorities and set its direction. The qualifications of the Advisors are listed on the Initiative’s website.2
The Initiative will have one contract with a related organization. Ms. Gardiner, a resident of Australia, is compensated for her service as the Initiative’s Director of Operations and Research. To facilitate compliance with Australian employment laws, the Initiative will pay Ms. Gardiner’s compensation to Ada Initiative, Pty. (“Ada Australia”), an Australian corporation fully owned by Ms. Gardiner, which will in turn compensate Ms. Gardiner directly. As with compensation paid to any officer of the Initiative, the compensation committee has independently determined the level of compensation, ensuring that it is reasonable under the circumstances and in the Initiative’s best interests. A copy of the Initiative’s contract with Ada Australia is attached as Exhibit E. We believe that because Ada Australia is controlled by Ms. Gardiner and is making her services available to the Initiative, it qualifies as having a “close connection” with the Initiative.
B. Proposed Activities.
As noted above, the Ada Initiative is dedicated to combating the discrimination, harassment, and prejudice that discourage women from participating in the field of open technology and culture.
As we use the term, open technology includes a wide variety of technological work with the distinguishing feature that the technology created or enhanced is licensed more or less
2 The Ada Initiative, Advisors, http://adainitiative.org/about-us/advisors/. Ada Initiative, Inc. EIN: 45-1135048 Page 3 of 10 broadly to the general public, so that anyone else may use the technology and develop it further, without having to seek any special permission from the owner. “Open technology” work may be contrasted with work to develop proprietary software or similar technology owned by a particular company or individual. Perhaps the paradigmatic case of open technology is software, where anyone can obtain and modify the source code of the software. In some cases, charitable organizations and volunteers create such software free of charge as a public service; in other cases, commercial businesses may be the primary creators. In either case, the openness of the source code makes it possible for a much wider and more open-ended set of users and developers to contribute bug fixes, additional features, and other modifications of the core software.
“Open culture” includes the development of a wider range of cultural resources that are open in similar ways. A paradigmatic example is Wikipedia, an online encyclopedia that is open in the same two senses as software: anyone can copy its content free of charge, and anyone can participate in the process of building, modifying, and maintaining the encyclopedia. Open culture also includes other areas of work where content is created with the help of volunteer contributors or where existing public domain materials are made more easily available for public use (including for the production of additional public domain materials). For instance, it includes efforts to make publicly available government data accessible online, work to make a broader range of works properly licensed for further use by the public, and similar areas.
The Ada Initiative is focusing primarily on the challenges that women face specifically in the area of open technology and culture for several reasons. In the first place, that is the area that its founders and officers know. They have seen first-hand the need for a charity to address discrimination in this context, and have the experience necessary to do so. Second, although further research is necessary to determine the precise statistics, the percentage of women in open source software development is very low: as noted above, it has been measured as low as 2%, and by all estimates does not exceed 10% in any significant area, compared to overall estimates of 20% to 30% in software development in general. This remains true even though the field is of disproportionate and growing importance, as the basis of most Internet or computer-based services, including Google, Facebook, Amazon, Twitter, and nearly all new computer-related startup businesses. Ensuring that women can participate equally is crucial to women’s success in the technological arena.
Open technology and culture is also a relatively new area that presents unique challenges in terms of fighting discrimination. In a traditional corporate context, harassment, discrimination, and other forms of hostile treatment are usually traceable to one or more employees of the corporation. In many countries, including the U.S., the corporation can be held liable if it condones such conduct by its employees, giving it a natural incentive to police such conduct (and giving the offending employees a natural incentive to comply with the employer’s norms). In contrast, many of the participants in open technology or open culture projects may have no such employment relationship, and the relative anonymity of the Internet unfortunately can contribute to some individuals being willing to act in unacceptable ways because they can do so without friends and colleagues finding out and without adverse employment consequences. As one example, when someone on IRC chat (an online discussion forum) makes comments Ada Initiative, Inc. EIN: 45-1135048 Page 4 of 10 perceived as feminine, that person is subject to harassment or derogatory language 25 times more often than otherwise.
The Initiative aims to combat discrimination and increase women’s participation through research, education, training, and career development for both women and the communities and organizations involved. The Initiative will also change the culture of open technology and culture communities toward being more welcoming to women through educational materials, original research, training workshops, development of policies, and consultation with key individuals. Finally, the Initiative will also educate, train, and provide networking and career development opportunities for women, to make up for the systematic disadvantages they face as the result of gender-based discrimination.
Currently, the Initiative has two paid officers, Ms. Aurora (resident in the U.S.), and Ms. Gardiner (resident in Australia). Most of the work of the organization will be done in the United States and Australia. Of course, given the fluidity of the Internet, the Initiative hopes its work will positively affect women working in open technology and culture all over the world.
1. Educational Publications.
The Initiative writes and develops educational material teaching communities, organizations, companies, and individuals how to be more welcoming to women. It has already created a training workshop curriculum teaching men practical skills for being allies to women in common situations, like sexist comments that occur in public spaces. Some proposed projects include generalizing the existing “HOWTO Encourage Women in Linux” publication to apply to open technology and culture in general, and writing a guide to the existing literature on research about why women are underrepresented in computing.
Also, the Initiative has already published a model anti-harassment policy for conference organizers, to help stop discriminatory and harassing behavior that has historically been common at open tech/culture conferences. The policy includes guides to implementation and has been adopted by dozens of conferences. The Initiative intends to continue to update the model policy, expand it to cover more kinds of events, and add guides on increasing the proportion of women as attendees and speakers and other topics. The Initiative also would like to develop a training workshop for conference organizers on handling difficult incidents in real time. For employers related to open technology and culture, the Initiative seeks to collect and publish best practices on recruiting and retaining women. This includes examining and changing workplace culture, recruiting strategies, interview style, community outreach, and benefits.
Initiative employees will develop all materials, potentially with assistance by volunteers or paid outside contractors. (The Initiative does not currently employ any outside contractors to develop any published materials, but may do so in the future, dependent on funding.) All educational materials produced by the Initiative are free of charge and released under licenses allowing reuse and redistribution. The Initiative may charge fees or require payment of travel expenses for in-person presentation of workshops. Development of the above-listed educational materials is the Initiative’s most important activity, will make up about 50% of its program activities, and will be funded from general donations. Ada Initiative, Inc. EIN: 45-1135048 Page 5 of 10
2. Research.
Where are the women in open technology and culture, what motivates them to stay or leave, and how is their proportion changing? Those are just a few of the questions the Initiative seeks to answer with a series of surveys and interviews of women in open tech/culture. The Initiative’s first study, the Ada Initiative Census, drew 2800 responses and will inform its next survey, the Women in Open Source survey. The Initiative intends to run future surveys at intervals of 6-12 months to track change in the community. The results of this research will help educate and raise awareness, as well as help the Initiative design its other activities. The Initiative’s first survey was performed as the joint efforts of Initiative and community volunteers. Future research will be performed by Initiative employees, with the potential assistance of paid outside consultants and volunteers. Research will consist of about 15% of the Initiative’s program activities, and be funded by general donations.
3. Conferences.
The Initiative intends to organize the first independent conference dedicated solely to increasing the participation of women in open technology and culture, with the working title of AdaCamp. The conference could be held in the United States or abroad, based on convenience for the greatest number of interested participants. The Initiative may also help organize women’s events at larger open technology and culture conferences, or publish best practices for operating such events.
For AdaCamp, Initiative employees will organize the conference, with potential assistance from outside organizations and volunteers. Several organizations have offered to assist with logistics, and most conferences of this nature rely on volunteer labor staff. Funding will be provided primarily by conference sponsors, although, dependent on available funding, the Initiative could reimburse certain expenses incurred by speakers or workshop leaders. The Initiative does not expect to charge a general registration fee.
Running conferences and events will make up about 5% of the Initiative’s program activities, and will be funded by general donations, conference-specific sponsorships, and donations in kind. As conference activities are still in an early planning stage, and substantial funding for those activities is likely to be provided directly by sponsors, funding for conferences is not included in the Initiative’s current proposed budget.
4. Training.
Working women are subject to a variety of systematic discrimination and cumulative disadvantages, some unique to open technology and culture but many well-known and researched already. The Initiative will teach women who want to work or already are working in the open technology and culture field how to counteract these disadvantages. The Initiative collects references to existing material (such as books on negotiation for women), publishes short summaries and instructional manuals, helps to organize résumé reviews, shares interview experiences, collects tips to overcome imposter’s syndrome, and encourages women to apply for jobs in open technology and culture. The Initiative teaches women specific job skills and helps Ada Initiative, Inc. EIN: 45-1135048 Page 6 of 10 them attain qualifications, such as “submitted a patch to an open source project,” by organizing workshops and mentoring relationships.
Initiative employees will create training materials, with potential assistance from outside contractors and volunteers. The majority of workshops will be taught by outside volunteers. Training and training materials development will make up about 15% of Initiative program activities, and will be funded by general donations.
5. Working with Organizations to Improve Treatment of Women.
The Initiative’s employees will encourage organizations to attract and retain women in their communities and advise them on concrete ways of doing so, combating the discrimination and harassment, and prejudiced comments that too often impede women’s participation. It helps organizations with outreach, communication, program implementation, and more. For example, it can provide immediate advice after a high-profile sexist incident at a conference, when conference organizers may be open to taking steps to prevent such activities in order to minimize the damage the incident causes to conference organizers. The Initiative can also help organizations implement diversity scholarships and tailor recruiting strategies, all with the goal of encouraging organizations to adopt policies more conducive to women’s participation and protective of their rights.
These activities will make up about 5% of Initiative program activities. The Initiative does not expect to earn revenue from this work.
6. Preventing Harassment and Abuse in Online Communities.
A major problem for women working within open technology and culture projects is that the work often requires participation on a public communication forum such as a mailing list, chat room, or group blog. Frequently, women are subject to severe public and private abuse in these forums; as noted above, IRC users perceived to be feminine are harassed 25 times as much as those perceived as masculine. This hostile environment contributes greatly to women departing open technology and culture communities; yet policing and maintaining a harassment- free communication forum is labor-intensive and also loudly opposed by many members of online communities. The Initiative would not directly provide such a service, but would organize such support from other organizations; write and provide policies and training materials; and otherwise support a transition to a norm in which harassment in public forums is considered inappropriate and results in consequences for the harasser.
Initiative employees would organize support for this project, with the likely assistance of volunteers. Together, they will make up about 10% of the Initiative’s program activities, and will be funded by general donations.
C. Intellectual Property Rights.
The Initiative’s main intellectual property output will be copyrights on its printed and electronic publications, but the Initiative may also generate copyrights on computer programs. Ada Initiative, Inc. EIN: 45-1135048 Page 7 of 10
The owner of any intellectual property produced by Initiative employees for Initiative activities will be the Initiative. Where possible, the Initiative plans to license its IP for use under CC-BY- SA 3.0, a version of the Creative Commons license, which is attached in full as Exhibit F. The license allows for redistribution and modification of the Initiative’s work without charge, requiring only that the Initiative be properly credited and that derivative works must be distributed under the same license.
In general, the Initiative does not plan to charge any fees for access to these works themselves. In certain exceptional cases, the Initiative may occasionally charge a fee for works licensed under CC-BY-SA 3.0, in which case the fees would go only to the Initiative. For example, the Initiative may publish a paper version of some electronically available CC-BY-SA works, charging a fee to cover the costs of making the physical product (but leaving the online version available without charge). In addition, in some cases (depending on the availability of donated funds to cover the Initiative’s costs), the Initiative may charge participants in its educational workshops tuition, particularly for workshops taught by the Initiative’s paid staff. However, the workshop curriculum itself will be licensed under the CC-BY-SA 3.0 and available at no charge.
In general, the Initiative strives to make Initiative intellectual property freely available for public reuse, befitting its promotion of open technology and culture, where the cultural norm is to make intellectual property available for reuse and alterations, free of cost or other restrictions.
D. Funding.
The Initiative expects to derive the considerable majority of its funding from unrestricted donations, which it expects to derive from a wide variety of donors: members of the general public, nonprofit and for-profit organizations with an interest in open technology and culture; public charities; private foundations; and governmental organizations. The Initiative will primarily solicit funds through its website and through email appeals, but will also engage in personal solicitations and apply for foundation and government grants throughout the United States, and in other countries where open technology and culture are prominent. The Initiative will conduct all of its fundraising using Initiative employees and volunteers.
The Initiative may also charge membership dues to individual and corporate members who share the Initiative’s goals. As the Initiative does not expect that members will receive substantial benefits in return for these dues, the Initiative would treat the dues as unrestricted contributions.
II. Discussion of Legal Precedent.
The Initiative was created and will be operated exclusively for charitable and educational purposes and should therefore be recognized as exempt from federal income tax under section 501(c)(3). To qualify for exemption, an organization must meet both the organizational and operational tests as set forth in section 1.501(c)(3)-1 of the Regulations. As explained below, the Initiative satisfies the requirements of both tests. Ada Initiative, Inc. EIN: 45-1135048 Page 8 of 10
A. Organizational Test.
The Initiative meets the organizational test of the statute because its Articles of Incorporation provide that it is organized exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, specifically through educational and research activities intended to encourage and assist the participation of women in open technology and culture. Art. III.A. The Initiative is not organized for any purpose nor will it carry on any activities not permitted by a corporation not exempt from federal income tax under section 501(c)(3). Art. III.C; Art. III.D. In the event the Initiative is dissolved, and after all liabilities and obligations of the Initiative have been paid, all remaining property and assets are required to be distributed to one or more other organizations described in section 501(c)(3). Art. X. Therefore, the Initiative is organized exclusively for charitable purposes within the meaning of section 1.501(c)(3)-1(b) of the Regulations.
B. Operational Test.
The Initiative meets the operational test of the statute because its activities are charitable and educational, as those terms are defined by the regulations and the relevant rulings. The regulations apply the generally accepted legal definition of the term “charitable,” which includes advancement of education; relief of the underprivileged; and the promotion of social welfare by organizations designed to eliminate prejudice and discrimination. Treas. Reg. § 1.501(c)(3)- 1(d)(2). The regulations further provide that “[t]he term ‘education,’ as used in section 501(c)(3), relates to ... [t]he instruction of the public on subjects useful to the individual and beneficial to the community.” Treas. Reg. § 1.501(c)(3)-1(d)(3). The Charity’s major objectives, the Service has ruled, serve charitable and educational purposes. The Charity also expects to engage in several specific activities, all of which, the Service has ruled, serve a charitable purpose.
First, as a general matter, the Service has ruled that the elimination or prevention of discrimination, including discrimination based on gender, serves a charitable purpose, and that organizations operated to achieve that objective are defined in section 501(c)(3). In Revenue Ruling 72-228, 1972-1 C.B. 148, the Service ruled that an organization formed to promote equal rights for women in connection with employment opportunities qualified for exemption under section 501(c)(3). See also Rev. Rul. 75-285, 1975-2 C.B. 203 (involving an organization designed to combat discrimination against members of minority groups seeking construction work) and Rev. Rul. 68-70, 1968-1 C.B. 248 (involving an organization formed to advance equal job opportunities in a particular community for qualified workers discriminated against because of race or creed). As the Initiative’s overriding goal is to help women overcome systematic disadvantages and discrimination that have evolved within open technology and culture, the Initiative’s purpose is very comparable to those of the organizations in the above revenue rulings.
Second, the Service has ruled that the Initiative’s specific existing and planned activities, as listed in section C above, are charitable and educational activities suitable for section 501(c)(3) organizations. Ada Initiative, Inc. EIN: 45-1135048 Page 9 of 10
1. Educational Publications, Research, and Conferences on Challenges Facing Women in Open Technology and Culture
The Service has ruled on multiple occasions that organizations engaging in research on issues of importance to the public, freely distributing educational materials resulting from that research, and conducting public forums intended to educate the public about those issues are serving an educational purpose as that term is defined in the Regulations. See Rev. Rul. 66-256, 1966-2 C.B. 210, amplified by Rev. Rul. 86-95, 1986-2 CB 73. See also Rev. Rul. 65-60, 1965- 1 C.B. 231 (granting exemption to an organization that developed and disseminated a body of knowledge relating to the social sciences); Rev. Rul. 70-79, 1970-1 C.B. 127 (granting exemption to an organization conducting research to develop solutions for common problems). The Initiative’s publication and research activities, as well as its planned annual conference (described, respectively, in paragraphs C.1, C.2, and C.3 of section I above), are comparable to the activities covered in the above rulings, and comprise the majority of the Initiative’s planned activities.
2. Training Women to Help Them Participate in Open Technology and Culture
The Service has also ruled on several occasions that programs that instruct individuals to improve their professional capabilities are educational. Rev. Rul. 65-298, 1965-2 C.B. 163 (covering an organization that presented seminars for medical professionals); see also Rev. Rul. 68-504, 1968-2 C.B. 211 (covering professional training for bank employees); Rev. Rul. 73-128, 1973-1 C.B. 222 (granting exemption to an organization training nonskilled persons for professional advancement); Rev. Rul. 75-284, 1975-2 C.B. 202 (organization that provided apprenticeships in return for tuition); Rev. Rul. 74-16, 1974-1 C.B. 126 (granting exemption to an organization offering training to potential operators of credit unions in developing countries). As described in section I.C.4 above, the Initiative intends to create training materials, forums, and workshops to help women improve their preparedness for the unique challenges currently characterizing the open technology field, as well as their professional competency in the area of software development—all activities comparable to those the Service considered in the above rulings. As several of these rulings indicate (see especially Rev. Rul. 65-298 and Rev. Rul. 75- 284), such activities remain educational whether or not the participants pay tuition.
3. Working with Organizations to Improve Treatment of Women
The Service ruled in Rev. Rul. 72-228, 1972-1 C.B. 148, that an organization providing guidance to employers free of charge in order to help those employers combat discrimination against women was acting for educational purposes within the definition set forth in the Regulations. The Initiative plans, as a small part of its activities, to engage in exactly this sort of conduct, developing materials to help employers develop best practices for combating discrimination and discriminatory conduct, and providing in-person consulting (free of charge) tailored strictly toward the same goal. The Initiative’s planned activities in this respect, described in section I.C.5 above (as well as some of the research and publication on best practices under section I.C.1 above), are analogous to those described in Rev. Rul. 72-228. Ada Initiative, Inc. EIN: 45-1135048 Page 10 of 10
4. Working to Support Development of Harassment-Free Online Communications Fora
The Initiative’s activity of building support for online communications media free of harassment, prejudiced comments, and other behavior hostile to women will combat prejudice and discrimination and help protect civil rights secured by law. Accordingly, this activity is charitable within the meaning of Treasury Regulation 1.501(c)(3)-1(d)(2).
C. Public Charity Status
Within its first five years of operation, the Initiative expects to meet all of the requirements for publicly supported organization status under section 170(b)(1)(A)(vi) of the Code and section 1.170A-9(f) of the Treasury Regulations.
The Initiative will solicit funds from a broad range of donors, including individuals, for- profit corporations, other public charities, governmental entities, and private foundations, including through email, online web solicitations, and grant applications or in-person requests. Once its fundraising program is fully operational, the Initiative expects to meet the 33⅓ percent support test of section 1.170A-9(f)(2) of the Regulations. The organization does not expect to serve as a paid fundraiser for any other organization, although it may encourage donations to other organizations with similar purposes in web blogs or other online materials.
III. Conclusion
In sum, the Initiative meets the requirements for exemption from federal income tax under section 501(c)(3) and is qualified to receive charitable contributions deductible under section 170. Within its first five years of operation, the Initiative expects to meet the requirements to be considered a publicly supported organization described in sections 509(a)(1) and 170(b)(1)(A)(vi).
EXHIBIT B
Appendix B Ada Initiative, Inc. EIN: 45-1135048 Form 1023, Part V Page 1 of 3
Line 1a: Names, Titles, Addresses, and Compensation of Officers, Directors and Trustees
Name Title(s) Address Annual Avg. Hours Compensation Worked Valerie Aurora Executive Director, 3111 E. 4th St., Apt. 223 $103,4001 40 hours/week President, Director Tucson, Arizona 85761
Mary Gardiner Director of Operations Unit 14, 23-25 William Street $35,0102 16 hours/week and Research, Hornsby NSW 2077 Secretary, Treasurer, Australia Director Rachel Chalmers Director 28 Eugenia Avenue None 2 hours/week San Francisco, CA 94110 Matthew David Director 777 Florida Street, Suite 301 None 2 hours/week Zimmerman San Francisco, CA 94110 Sue Gardner Director 149 New Montgomery Street, None 2 hours/week 3rd Floor San Francisco, CA 94105 Denise Paolucci Director PO Box 39608 None 2 hours/week Baltimore, MD 21212
Line 3a: Qualifications
Valerie Aurora
Ms. Aurora (formerly Val Henson) has over ten years of experience as both a Linux kernel developer and as an advocate for women in open source. She worked as an operating systems developer for several leading open source companies, including Red Hat, IBM, and Sun Microsystems. She has spoken at, and done organizational work for, dozens of open source and computing conferences and events, including OSCON, Linux Plumbers Conference, linux.conf.au, and various USENIX conferences.
Her writing includes HOWTO Encourage Women in Linux, an open source conference anti- harassment policy, HOWTO Negotiate Your Salary and Benefits – For Women, and the Kernel
1 All compensation for Ms. Aurora is for her service in the offices of President and Executive Director. Ms. Aurora is not compensated for her service as a director. Compensation includes $95,000 base compensation plus $8,400 towards the cost of benefits. 2 All compensation for Ms. Gardiner is for her service in the offices of Director of Operations and Research, Treasurer, and Secretary. Ms. Gardiner is not compensated for her service as a director. Her compensation is fixed at AUD $36,000, so the precise amount in U.S. dollars may fluctuate with the exchange rate. To facilitate Australian payroll tax compliance, Ms. Gardiner’s $36,000 salary will be paid to an Australian company, The Ada Initiative, Pty., which is wholly owned by Ms. Gardiner and which is providing Ms. Gardiner’s services to the Initiative. Appendix B Ada Initiative, Inc. EIN: 45-1135048 Form 1023, Part V Page 2 of 3
Hacker’s Bookshelf series for Linux Weekly News, and several publications for leading academic computer science conferences.
She founded the Linux Storage and Filesystems Summit, started VAA Consulting, an independent Linux consulting company, and created and funded the Valerie Aurora Women in Computing Book Scholarship. She worked as a leading volunteer for LinuxChix, an organization dedicated to supporting women in Linux and computing, from 2001 to 2007. She holds a double B.S. in computer science and mathematics.
Mary Gardiner
Ms. Gardiner is an open source developer, computer science graduate student, and women in open source advocate with over ten years of experience. Her research is in lexical semantics and concentrates on how changes in word choice can affect meaning and tone. Before entering graduate school, she worked as a senior software engineer for a year and contributed code to the Python-based Twisted project.
She founded the first and largest women in open source organization in Australia, AussieChix, and also founded the first women in Linux mini-conference. She is a council member for Linux Australia, the largest non-profit funder of open source projects in Australia. She has served as program chair for linux.conf.au, the largest Linux conference in the southern hemisphere, and been an invited speaker at several open source conferences in Australia.
Over the last 10 years, Ms. Gardiner has written prolifically in support of women in open source while serving in leadership positions in several women in open source organizations. She is a lead blogger for the popular Geek Feminism blog. Her writing credits include several multi- week online courses on DNS, source control, career strategy and other topics, and a significant portion of the web content and documentation for Geek Feminism, LinuxChix, Aussiechix, and other projects’ websites. She holds a B.S. in computer science and mathematics, a B.A. in linguistics, philosophy and semiotics, and will submit a Ph.D. thesis in computational linguistics in early 2012.
Rachel Chalmers
Ms. Chalmers is the research director of infrastructure with The 451 Group, an industry analyst firm. She runs the Infrastructure Computing for the Enterprise (ICE) practice and oversees all research on enterprise infrastructure software, from hypervisors, operating systems and file systems through provisioning and automation layers to application development, performance monitoring and lifecycle management. She is also a contributor to the CloudScape practice and a frequent and sought-after speaker on virtualization and cloud topics. She began covering the technology sector in 1995, when she helped launch Computer Week, later PC Week Australia, for Australian Provincial Newspapers. She has been published in or quoted by Salon, New
Appendix B Ada Initiative, Inc. EIN: 45-1135048 Form 1023, Part V Page 3 of 3
Scientist, the Wall Street Journal, the New York Times, the Boston Globe and the Sydney Morning Herald.
Sue Gardner
Ms. Gardner is the Executive Director of the Wikimedia Foundation, the non-profit organization behind Wikipedia. Wikipedia contains more than 14 million volunteer-authored articles in over 250 languages, and is visited by more than 330 million people every month, making it the fifth most popular website in the world.
Ms. Gardner, a seasoned journalist, was formerly head of CBC.ca, the website for the Canadian Broadcasting Corporation, one of Canada's most prominent and best-loved cultural institutions. Under her leadership, CBC.ca won many international awards for excellence, and grew to become Canada's most popular news site. Gardner started her career in 1990 as a producer with CBC's “As It Happens,” an internationally-recognized groundbreaking news and current events radio program. She has worked in radio, television, newspapers, magazines and online.
Matthew David Zimmerman
Mr. Zimmerman is Vice President of Engineering at Singly, a San Francisco-based startup working with personal data. A veteran of the free software community, he served as founding Chief Technical Officer of Ubuntu, the leading distribution of Linux, and continues to chair Ubuntu’s Community Technical Board. As CTO of Ubuntu, he spent the better part of a decade making Linux accessible, useful and enjoyable for tens of millions of people. As an individual developer, he participated in a range of other free software projects including Debian, MythTV, and the Linux Terminal Server Project.
Denise Paolucci
Ms. Paolucci is the co-founder and co-owner of Dreamwidth Studios, an open-source blogging/journaling platform that is one of only two large open source projects where women are the majority. She has worked in the internet industry for over a decade, helping to pioneer community participation and volunteer programs at the open source project LiveJournal.com, the first community-oriented blogging platform. While there, she served as the director of the Terms of Service enforcement group, providing extensive experience in the techniques and methods for combatting online harassment as well as a thorough desensitization to the actions and language favored by online abusers. She has built and nurtured international volunteer teams in multiple areas of open technology, and, as an author, eagerly embraces the Creative Commons. She specializes in interpersonal facilitation and the creation and nurturing of successful technical volunteer teams made of people from disparate social, cultural, and experiental backgrounds, and is frequently asked by other open source projects to provide information on how to create positive open source project environments, address and resolve toxic project cultures, and resolve personal and institutional conflicts among team members.
EXHIBIT C
Conflict of Interest Policy for the Ada Initiative, Inc.
Article I: Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization 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
1. Interested Person Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. 2. Financial Interest A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, b. A compensation arrangement with the Organization or with any entity or individual with which the Organization 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 Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
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 financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. c. After exercising due diligence, the governing board or committee shall determine whether the Organization 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 governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’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 Conflicts of Interest Policy a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Article IV: Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain: a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed. b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article V: Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization 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 Organization for services is precluded from voting on matters pertaining to that member’s compensation. c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI: Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: a. Has received a copy of the conflicts of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax- exempt purposes.
Article VII: Periodic Reviews
To ensure the Organization 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 Organization’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 Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
EXHIBIT D
Exhibit D to Form 1023 Ada Initiative, Inc. EIN: 45-1135048
Form 1023, Part IX Item A: Statement of Revenues and Expenses
Line 23: Itemized List of Other Expenses
Item 1/2011 – 1/2012 – 1/2013 – 12/2011 12/2012 12/2013 Bank Fees $2893 $1500 $1500 Equipment 300 3000 4000 Foreign Currency Expenses 923 1500 1500 Freight and Courier 1555 500 600 Miscellaneous 374 500 500 Insurance 3000 3000 3500 Payroll Expenses 847 1500 1600 Printing and Stationery 2232 1000 1200 Travel (Domestic/International) 6658 17000 23000 Total 18782 29500 37400
EXHIBIT E
EXHIBIT F
Exhibit F to Form 1023 Ada Initiative, Inc. EIN: 45-1135048 Page 1 of 5
Creative Commons CC-BY-SA 3.0
License THE WORK (AS DEFINED BELOW) IS PROVIDED UNDER THE TERMS OF THIS CREATIVE COMMONS PUBLIC LICENSE ("CCPL" OR "LICENSE"). THE WORK IS PROTECTED BY COPYRIGHT AND/OR OTHER APPLICABLE LAW. ANY USE OF THE WORK OTHER THAN AS AUTHORIZED UNDER THIS LICENSE OR COPYRIGHT LAW IS PROHIBITED. BY EXERCISING ANY RIGHTS TO THE WORK PROVIDED HERE, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. TO THE EXTENT THIS LICENSE MAY BE CONSIDERED TO BE A CONTRACT, THE LICENSOR GRANTS YOU THE RIGHTS CONTAINED HERE IN CONSIDERATION OF YOUR ACCEPTANCE OF SUCH TERMS AND CONDITIONS. 1. Definitions 1. "Adaptation" means a work based upon the Work, or upon the Work and other pre-existing works, such as a translation, adaptation, derivative work, arrangement of music or other alterations of a literary or artistic work, or phonogram or performance and includes cinematographic adaptations or any other form in which the Work may be recast, transformed, or adapted including in any form recognizably derived from the original, except that a work that constitutes a Collection will not be considered an Adaptation for the purpose of this License. For the avoidance of doubt, where the Work is a musical work, performance or phonogram, the synchronization of the Work in timed-relation with a moving image ("synching") will be considered an Adaptation for the purpose of this License. 2. "Collection" means a collection of literary or artistic works, such as encyclopedias and anthologies, or performances, phonograms or broadcasts, or other works or subject matter other than works listed in Section 1(f) below, which, by reason of the selection and arrangement of their contents, constitute intellectual creations, in which the Work is included in its entirety in unmodified form along with one or more other contributions, each constituting separate and independent works in themselves, which together are assembled into a collective whole. A work that constitutes a Collection will not be considered an Adaptation (as defined below) for the purposes of this License. 3. "Creative Commons Compatible License" means a license that is listed at http://creativecommons.org/compatiblelicenses that has been approved by Creative Commons as being essentially equivalent to this License, including, at a minimum, because that license: (i) contains terms that have the same purpose, meaning and effect as the License Elements of this License; and, (ii) explicitly permits the relicensing of adaptations of works made available under that license under this License or a Creative Commons jurisdiction license with the same License Elements as this License. 4. "Distribute" means to make available to the public the original and copies of the Work or Adaptation, as appropriate, through sale or other transfer of ownership. 5. "License Elements" means the following high-level license attributes as selected by Licensor and indicated in the title of this License: Attribution, ShareAlike. 6. "Licensor" means the individual, individuals, entity or entities that offer(s) the Work under the terms of this License. 7. "Original Author" means, in the case of a literary or artistic work, the individual, individuals, entity or entities who created the Work or if no individual or entity can be identified, the publisher; and in addition (i) in the case of a performance the actors, singers, musicians, dancers, and other persons who act, sing, deliver, declaim, play in, interpret or otherwise perform literary or artistic works or expressions of folklore; (ii) in the case of a phonogram the producer being the person or legal entity who first fixes the sounds of a performance or other sounds; and, (iii) in the case of broadcasts, the organization that transmits the broadcast.
DOC# 518922v.1 Exhibit F to Form 1023 Ada Initiative, Inc. EIN: 45-1135048 Page 2 of 5
8. "Work" means the literary and/or artistic work offered under the terms of this License including without limitation any production in the literary, scientific and artistic domain, whatever may be the mode or form of its expression including digital form, such as a book, pamphlet and other writing; a lecture, address, sermon or other work of the same nature; a dramatic or dramatico-musical work; a choreographic work or entertainment in dumb show; a musical composition with or without words; a cinematographic work to which are assimilated works expressed by a process analogous to cinematography; a work of drawing, painting, architecture, sculpture, engraving or lithography; a photographic work to which are assimilated works expressed by a process analogous to photography; a work of applied art; an illustration, map, plan, sketch or three- dimensional work relative to geography, topography, architecture or science; a performance; a broadcast; a phonogram; a compilation of data to the extent it is protected as a copyrightable work; or a work performed by a variety or circus performer to the extent it is not otherwise considered a literary or artistic work. 9. "You" means an individual or entity exercising rights under this License who has not previously violated the terms of this License with respect to the Work, or who has received express permission from the Licensor to exercise rights under this License despite a previous violation. 10. "Publicly Perform" means to perform public recitations of the Work and to communicate to the public those public recitations, by any means or process, including by wire or wireless means or public digital performances; to make available to the public Works in such a way that members of the public may access these Works from a place and at a place individually chosen by them; to perform the Work to the public by any means or process and the communication to the public of the performances of the Work, including by public digital performance; to broadcast and rebroadcast the Work by any means including signs, sounds or images. 11. "Reproduce" means to make copies of the Work by any means including without limitation by sound or visual recordings and the right of fixation and reproducing fixations of the Work, including storage of a protected performance or phonogram in digital form or other electronic medium. 2. Fair Dealing Rights. Nothing in this License is intended to reduce, limit, or restrict any uses free from copyright or rights arising from limitations or exceptions that are provided for in connection with the copyright protection under copyright law or other applicable laws. 3. License Grant. Subject to the terms and conditions of this License, Licensor hereby grants You a worldwide, royalty-free, non-exclusive, perpetual (for the duration of the applicable copyright) license to exercise the rights in the Work as stated below: 1. to Reproduce the Work, to incorporate the Work into one or more Collections, and to Reproduce the Work as incorporated in the Collections; 2. to create and Reproduce Adaptations provided that any such Adaptation, including any translation in any medium, takes reasonable steps to clearly label, demarcate or otherwise identify that changes were made to the original Work. For example, a translation could be marked "The original work was translated from English to Spanish," or a modification could indicate "The original work has been modified."; 3. to Distribute and Publicly Perform the Work including as incorporated in Collections; and, 4. to Distribute and Publicly Perform Adaptations. 5. For the avoidance of doubt: a. Non-waivable Compulsory License Schemes. In those jurisdictions in which the right to collect royalties through any statutory or compulsory licensing scheme cannot be waived, the Licensor reserves the exclusive right to collect such royalties for any exercise by You of the rights granted under this License; b. Waivable Compulsory License Schemes. In those jurisdictions in which the right to collect royalties through any statutory or compulsory licensing scheme can be waived, the Licensor waives the exclusive right to collect such royalties for any exercise by You of the rights granted under this License; and, c. Voluntary License Schemes. The Licensor waives the right to collect royalties, whether individually or, in the event that the Licensor is a member of a collecting society that
Exhibit F to Form 1023 Ada Initiative, Inc. EIN: 45-1135048 Page 3 of 5
administers voluntary licensing schemes, via that society, from any exercise by You of the rights granted under this License. The above rights may be exercised in all media and formats whether now known or hereafter devised. The above rights include the right to make such modifications as are technically necessary to exercise the rights in other media and formats. Subject to Section 8(f), all rights not expressly granted by Licensor are hereby reserved. 4. Restrictions. The license granted in Section 3 above is expressly made subject to and limited by the following restrictions: 1. You may Distribute or Publicly Perform the Work only under the terms of this License. You must include a copy of, or the Uniform Resource Identifier (URI) for, this License with every copy of the Work You Distribute or Publicly Perform. You may not offer or impose any terms on the Work that restrict the terms of this License or the ability of the recipient of the Work to exercise the rights granted to that recipient under the terms of the License. You may not sublicense the Work. You must keep intact all notices that refer to this License and to the disclaimer of warranties with every copy of the Work You Distribute or Publicly Perform. When You Distribute or Publicly Perform the Work, You may not impose any effective technological measures on the Work that restrict the ability of a recipient of the Work from You to exercise the rights granted to that recipient under the terms of the License. This Section 4(a) applies to the Work as incorporated in a Collection, but this does not require the Collection apart from the Work itself to be made subject to the terms of this License. If You create a Collection, upon notice from any Licensor You must, to the extent practicable, remove from the Collection any credit as required by Section 4(c), as requested. If You create an Adaptation, upon notice from any Licensor You must, to the extent practicable, remove from the Adaptation any credit as required by Section 4(c), as requested. 2. You may Distribute or Publicly Perform an Adaptation only under the terms of: (i) this License; (ii) a later version of this License with the same License Elements as this License; (iii) a Creative Commons jurisdiction license (either this or a later license version) that contains the same License Elements as this License (e.g., Attribution-ShareAlike 3.0 US)); (iv) a Creative Commons Compatible License. If you license the Adaptation under one of the licenses mentioned in (iv), you must comply with the terms of that license. If you license the Adaptation under the terms of any of the licenses mentioned in (i), (ii) or (iii) (the "Applicable License"), you must comply with the terms of the Applicable License generally and the following provisions: (I) You must include a copy of, or the URI for, the Applicable License with every copy of each Adaptation You Distribute or Publicly Perform; (II) You may not offer or impose any terms on the Adaptation that restrict the terms of the Applicable License or the ability of the recipient of the Adaptation to exercise the rights granted to that recipient under the terms of the Applicable License; (III) You must keep intact all notices that refer to the Applicable License and to the disclaimer of warranties with every copy of the Work as included in the Adaptation You Distribute or Publicly Perform; (IV) when You Distribute or Publicly Perform the Adaptation, You may not impose any effective technological measures on the Adaptation that restrict the ability of a recipient of the Adaptation from You to exercise the rights granted to that recipient under the terms of the Applicable License. This Section 4(b) applies to the Adaptation as incorporated in a Collection, but this does not require the Collection apart from the Adaptation itself to be made subject to the terms of the Applicable License. 3. If You Distribute, or Publicly Perform the Work or any Adaptations or Collections, You must, unless a request has been made pursuant to Section 4(a), keep intact all copyright notices for the Work and provide, reasonable to the medium or means You are utilizing: (i) the name of the Original Author (or pseudonym, if applicable) if supplied, and/or if the Original Author and/or Licensor designate another party or parties (e.g., a sponsor institute, publishing entity, journal) for attribution ("Attribution Parties") in Licensor's copyright notice, terms of service or by other reasonable means, the name of such party or parties; (ii) the title of the Work if supplied; (iii) to the extent reasonably practicable, the URI, if any, that Licensor specifies to be associated with the Work, unless such URI does not refer to the copyright notice or licensing information for the Work; and (iv) , consistent with Ssection 3(b), in the case of an Adaptation, a credit identifying the
Exhibit F to Form 1023 Ada Initiative, Inc. EIN: 45-1135048 Page 4 of 5
use of the Work in the Adaptation (e.g., "French translation of the Work by Original Author," or "Screenplay based on original Work by Original Author"). The credit required by this Section 4(c) may be implemented in any reasonable manner; provided, however, that in the case of a Adaptation or Collection, at a minimum such credit will appear, if a credit for all contributing authors of the Adaptation or Collection appears, then as part of these credits and in a manner at least as prominent as the credits for the other contributing authors. For the avoidance of doubt, You may only use the credit required by this Section for the purpose of attribution in the manner set out above and, by exercising Your rights under this License, You may not implicitly or explicitly assert or imply any connection with, sponsorship or endorsement by the Original Author, Licensor and/or Attribution Parties, as appropriate, of You or Your use of the Work, without the separate, express prior written permission of the Original Author, Licensor and/or Attribution Parties. 4. Except as otherwise agreed in writing by the Licensor or as may be otherwise permitted by applicable law, if You Reproduce, Distribute or Publicly Perform the Work either by itself or as part of any Adaptations or Collections, You must not distort, mutilate, modify or take other derogatory action in relation to the Work which would be prejudicial to the Original Author's honor or reputation. Licensor agrees that in those jurisdictions (e.g. Japan), in which any exercise of the right granted in Section 3(b) of this License (the right to make Adaptations) would be deemed to be a distortion, mutilation, modification or other derogatory action prejudicial to the Original Author's honor and reputation, the Licensor will waive or not assert, as appropriate, this Section, to the fullest extent permitted by the applicable national law, to enable You to reasonably exercise Your right under Section 3(b) of this License (right to make Adaptations) but not otherwise. 5. Representations, Warranties and Disclaimer UNLESS OTHERWISE MUTUALLY AGREED TO BY THE PARTIES IN WRITING, LICENSOR OFFERS THE WORK AS-IS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE WORK, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, ACCURACY, OR THE PRESENCE OF ABSENCE OF ERRORS, WHETHER OR NOT DISCOVERABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SUCH EXCLUSION MAY NOT APPLY TO YOU. 6. Limitation on Liability. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF THIS LICENSE OR THE USE OF THE WORK, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7. Termination 1. This License and the rights granted hereunder will terminate automatically upon any breach by You of the terms of this License. Individuals or entities who have received Adaptations or Collections from You under this License, however, will not have their licenses terminated provided such individuals or entities remain in full compliance with those licenses. Sections 1, 2, 5, 6, 7, and 8 will survive any termination of this License. 2. Subject to the above terms and conditions, the license granted here is perpetual (for the duration of the applicable copyright in the Work). Notwithstanding the above, Licensor reserves the right to release the Work under different license terms or to stop distributing the Work at any time; provided, however that any such election will not serve to withdraw this License (or any other license that has been, or is required to be, granted under the terms of this License), and this License will continue in full force and effect unless terminated as stated above. 8. Miscellaneous 1. Each time You Distribute or Publicly Perform the Work or a Collection, the Licensor offers to the recipient a license to the Work on the same terms and conditions as the license granted to You under this License.
Exhibit F to Form 1023 Ada Initiative, Inc. EIN: 45-1135048 Page 5 of 5
2. Each time You Distribute or Publicly Perform an Adaptation, Licensor offers to the recipient a license to the original Work on the same terms and conditions as the license granted to You under this License. 3. If any provision of this License is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this License, and without further action by the parties to this agreement, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable. 4. No term or provision of this License shall be deemed waived and no breach consented to unless such waiver or consent shall be in writing and signed by the party to be charged with such waiver or consent. 5. This License constitutes the entire agreement between the parties with respect to the Work licensed here. There are no understandings, agreements or representations with respect to the Work not specified here. Licensor shall not be bound by any additional provisions that may appear in any communication from You. This License may not be modified without the mutual written agreement of the Licensor and You. 6. The rights granted under, and the subject matter referenced, in this License were drafted utilizing the terminology of the Berne Convention for the Protection of Literary and Artistic Works (as amended on September 28, 1979), the Rome Convention of 1961, the WIPO Copyright Treaty of 1996, the WIPO Performances and Phonograms Treaty of 1996 and the Universal Copyright Convention (as revised on July 24, 1971). These rights and subject matter take effect in the relevant jurisdiction in which the License terms are sought to be enforced according to the corresponding provisions of the implementation of those treaty provisions in the applicable national law. If the standard suite of rights granted under applicable copyright law includes additional rights not granted under this License, such additional rights are deemed to be included in the License; this License is not intended to restrict the license of any rights under applicable law.