Professional Documents
Culture Documents
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.
q3 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.
q3 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.
q3 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.
q3 Schedules. Submit only those schedules that apply to you and check either "Yes" or "No" below.
Schedule A Yes - No 'L Schedule E Yes - No
q
3 Signature of an officer, director, trustee, or other official who is authorized to sign the application.
Signature at Part XI of Form 1023.
3q 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:
If you are using express mail or a delivery service, send Form 1023, user fee payment, and attachments to:
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 OAF . . . . . . . . . . . . ... Q
5 Acts authorized Unless otherwise provided below, the representatives generally are authorized to receive and inspect confidential tax
information and to perform any and all acts that I can perform with respect to the tax matters described on line 3, for example, the authority to
sign any agreements, consents, or other documents. The representative(s), however, is (are) not authorized to receive or negotiate any
amounts paid to the client in connection with this representation (including refunds by either electronic means or paper checks). Additionally,
unless the appropriate box(es) below are checked, the representative(s) is (are) not authorized to execute a request for disclosure of tax returns
or return information to a third party, substitute another representative or add additional representatives, or sign certain tax returns.
q Disclosure to third parties; Substitute or add representative(s); q Signing a return:
------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------
For Privacy Act and Paperwork Reduction Act Notice, see the instructions. Cat. No. 11980) Form 2848 (Rev. 3-2012)
Fors 284 e6 (Rev. 3.2012) Page 2
6 Netentlon/revocation of prior power(s) of attorney. The filing of this power of attorney automatically revokes all earlier power(s) of
attorney on file with the internal Revenue Service for the same matters and years or periods covered by this document. If you do not want
to revoke a prior power of attorney, check here . . . . . . . . . . . . . . . . . . . . . . . . . . 0
YOU MUST ATTACH A COPY OF ANY POWER OF ATTORNEY YOU WANT TO REMAIN IN EFFECT.
T Signature of taxpayer. If a tax matter concerns a year In which a joint return was filed, the husband and wife must each file a separate power
of attorney even it the same representative(s) is (are) being appointed. if signed by a corporate officer, partner, guardian, tax matters partner,
executor, receiver, administrator, or trustee on behalf of the taxpayer, I certify that I have the authority to execute this form on behalf of the
taxpayer.
F NOT SIGNED AND DATED, THIS POWER OF ATTORNEY WILL BE RETURNED TO THE TAXPAYER.
Robbin Cohen
The Barack Obama Foundation
a DC 938,902 q
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.
3 Mailing address (Number and street) (see instructions) Room/Suite 4 Employer Identification Number (EIN)
City or town, state or country, and ZIP + 4 5 Month the annual accounting period ends (01-12)
Washington, DC 20005 12
6 Primary contact (officer, director, trustee, or authorized representative)
a Name: b Phone: 2021434-1602
Robert F_ Bauer
c Fax: (optional)
7 Are you represented by an authorized representative, such as an attorney or accountant? If "Yes," J Yes
q q 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 q Yes 0 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.
10 Certain organizations are not required to file an information return (Form 990 or Form 990-EZ). If you q Yes 0 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.
For Paperwork Reduction Act Notice, see page 24 of the instructions. Cat. No. 17113K Form 1023 (Rev.6-2006)
Form 1023 (Rev. s-2oo6) Name: The Barack Obama Foundation EIN: 46-4950751 Page 2
Organizational Structure
You must be a corporation (including a limited liability corporation), 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.
I Are you a corporation? If "Yes," attach a copy of your articles of incorporation showing certification q
,/ Yes q 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.
2 Are you a limited liability company (LLC)? If "Yes," attach a copy of your articles of organization showing q Yes q
f 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, q Yes q
r 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 q Yes RI 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 q Yes q No
5 Nave you adopted bylaws? If "Yes," attach a current copy showing date of adoption. if "No," explain 0 Yes q No
how your officers, directors, or trustees are selected.
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 I and 2, your organizing document
does not meet the organizational test. DO NOT fit* 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, 0
religious, educational, and/or scientific purposes. Check the box to confirm that your organizing document
meets this requirement. Describe specifically where your organizing document meets this requirement, such as
a reference to a particular article or section in your organizing document. Refer to the instructions for exempt
purpose language. Location of Purpose Clause (Page, Article, and Paragraph): Page 1, Article 5
2a Section 501(c)(3) requires that upon dissolution of your organization, your remaining assets must be used exclusively RI
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. PPa a 2. Article 6
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.
Part V
Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees,
Employees, and Independent Contractors
Is. List the names, titles, and mailing addresses of all of your officers, directors, and trustees. For each person listed, state their
total annual compensation, or proposed compensation, for all services to the organization, whether as an officer, employee, or
other position. Use actual figures, if available. Enter 'none" if no compensation is or will be paid. If additional space is needed,
attach a separate sheet. Refer to the instructions for information on what to include as compensation.
Compensation amount
Name Title Mailing address (annual actual or estimated)
Martin H. Nesbitt rector! airman 300 E. Randolph Street, Ste 4030 $0.00
,Chicago, IL 60601
John Kevin Poorman rector rest ent 300 N. LaSalle, Ste 1600 0.00
Chicago, IL 60654
David Plouffe DirectorNice resident/ ecretary 3612 Macomb Street NW - 0. 0
Washington, DC 20016
Robbin Cohen ice Presider reasurer WE Ra n o p Street, Ste $0.00
Chicago, IL 60601
Maya Soetoro-Ng Director n u ace, pt. p2201
anolulu, HI $6522
Form 1023 (Rev. 6-2006)
Form 1023 (Rev. 6-2006) Name: The Barack Obama Foundation EIN: 46-4950751 Page 3
Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees,
Employees, and Independent Contractors (Continued
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 Ia.
Compensation amount
Name Title Mailing address (annual actual or estimated)
Tustin Rosenthal Strategy & Finance s sociate 00 E Randolph Street. Ste 4030 $125,000.00
Chicago, IL 60601
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)
ill 00 E Randolph Street 50,000.00
hicago, IL 60601
n SKDKnlckerb5cker
- 8th Street NW, Ste 600 $377,255.00
Washington, DC 20036
Smoot Tewes Group 18 Connecticut Ave NW, Ste 200 352,000.00
Washington. DC 20006
P erkins Cole LLP 00 13th Street NW, Ste 600 $99,000.00
YYashington,, DC 20005
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 la, 1b, and 1c.
2a Are any of your officers, directors, or trustees related to each other through family or business relationships? q Yes No
If'Yes," identify the individuals and explain the relationship. .
b Do you have a business relationship with any of your officers, directors, or trustees other than through their
position as an officer, director, or trustee? If "Yes," identify the individuals and describe the business Yes q No
relationship with each of your officers, directors, or trustees.
c Are any of your officers, directors, or trustees related to your highest compensated employees or highest
compensated independent contractors listed on lines 1 b or 1 c through family or business relationships? If q Yes 0 No
"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 fa, 1b, or 1c, attach a list showing their name, qualifications, average
hours worked, and duties.
b Do any of your officers, directors, trustees, highest compensated employees, and highest compensated q Yes q3 No
independent contractors listed on lines I a, 1 b, or 1 c receive compensation from any other organizations,
whether tax exempt or taxable, that are related to you through common control? If "Yes," identify the
individuals, explain the relationship between you and the other organization, and describe the compensation
arrangement.
4 In establishing the compensation for your officers, directors, trustees, highest compensated employees, and
highest compensated independent contractors listed on lines 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? V Yes q No
b Do you or will you approve compensation arrangements in advance of paying compensation? Yes q No
c Do you or will you document in writing the date and terms of approved compensation arrangements? q3 Yes q No
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 2 Yes q No
compensation arrangements?
e Do you or will you approve compensation arrangements based on information about compensation paid by 3 Yes
q q 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 1 a, 1 b, and 1c, for information on what to include as compensation.
f Do you or will you record in writing both the information on which you relied to base your decision and its q
^ Yes q No
source?
9 if you answered "No" to any item on lines 4a through 4f, describe how you set compensation that is reasonable
for your officers, directors, trustees, highest compensated employees, and highest compensated independent
contractors listed in Part V, lines 1 a, 1 b, and 1 c.
5a Have you adopted a conflict of Interest policy consistent with the sample conflict of interest policy in Yes q No
Appendix A to the instructions? If "Yes," provide a copy of the policy and explain how the policy has been
adopted, such as by resolution of your governing board. If "No," answer lines 5b and 5c.
b What procedures will you follow to assure that persons who have a conflict of interest will not have influence
over you for setting their own compensation?
c What procedures will you follow to assure that persons who have a conflict of Interest will not have influence
over you regarding business deals with themselves?
Note: A conflict of interest policy is recommended though it is not required to obtain exemption. Hospitals, see
Schedule C, Section I, line 14.
6a Do you or will you compensate any of your officers, directors, trustees, highest compensated employees, and 0 Yes q No
highest compensated independent contractors listed in lines la, 1 b, or 1 c through non-fixed payments, such
as discretionary bonuses or revenue-based payments? If "Yes," describe all non-fixed compensation
arrangements, including how the amounts are determined, who is eligible for such arrangements, whether you
place a limitation on total compensation, and how you determine or will determine that you pay no more than
reasonable compensation for services. Refer to the instructions for Part V, lines 1 a, 1 b, and 1 c, for information
on what to include as compensation.
b Do you or will you compensate any of your employees, other than your officers, directors, trustees, or your five q Yes No
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 1 a, 1 b, and 1 c, for information on what to include as compensation.
7a Do you or will you purchase any goods, services, or assets from any of your officers, directors, trustees, highest q Yes No
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, highest q Yes 3q No
compensated employees, or highest compensated independent contractors listed in lines 1 a, 1b, or lc? 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, trustees, Yes q3 No
highest compensated employees, or highest compensated independent contractors listed in lines 1a, 1 b, or
1 c? 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 which any of q Yes q3 No
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.
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.)
I a In carrying out your exempt purposes, do you provide goods, services, or funds to individuals? q Yes q No
If "Yes," describe each program that provides goods, services, or funds to individuals.
b In carrying out your exempt purposes, do you provide goods, services, or funds to organizations? q Yes Q No
It "Yes," describe each program that provides goods, services, or funds to organizations.
2 Do any of your programs limit the provision of goods, services, or funds to a specific individual or group of [] Yes 0 No
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 business q Yes 0 No
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
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 activities of q Yes 0 No
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 were legally q Yes W
formed? If "Yes," complete Schedule E.
The foilowing "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. q Yes Z No
2a Do you attempt to influence legislation? If "Yes," explain how you attempt to influence legislation and complete q Yes I] No
line 2b. If "No," go to line 3a,
b Have you made or are you making an election to have your legislative activities measured by expenditures by q Yes q No
filing Form 5768? If "Yes," attach a copy of the Form 5768 that was already filed or attach a completed Form
5768 that you are filing with this application. If "No," describe whether your attempts to influence legislation are a
substantial part of your activities. Include the time and money spent on your attempts to influence legislation as
compared to your total activities.
3a Do you or will you operate bingo or gaming activities? If "Yes," describe who conducts them, and list all revenue q Yes q3 No
received or expected to be received and expenses paid or expected to be paid in operating these activities.
Revenue and expenses should be provided for the time periods specified in Part IX, Financial Data.
b Do you or will you enter into contracts or other agreements with individuals or organizations to conduct bingo or q Yes q3 No
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.
i mail solicitations
q J phone solicitations
q
q
r email solicitations q accept donations on your website
W personal solicitations q receive donations from another organization's website
q vehicle, boat, plane, or similar donations q government grant solicitations
0 foundation grant solicitations q 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 for you? If q3 Yes q No
"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 q Yes W No
arrangements. Include a description of the organizations for which you raise funds and attach copies of all
contracts or agreements,
d List all states and local jurisdictions in which you conduct fundraising. For each state or local jurisdiction listed,
specify whether you fundraise for your own organization, you fundraise for another organization, or another
organization fundraises for you-
a Do you or will you maintain separate accounts for any contributor under which the contributor has the right to Yes 3 No
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-
6a Do you or will you engage in economic development? If "Yes," describe your program. q Yes 0 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 each q Yes q No
facility, the role of the developer, and any business or family relationship(s) between the developer and your
officers, directors, or trustees.
b Do or will persons other than your employees or volunteers manage your activities or facilities? If "Yes," 0 Yes q No
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 treated as q Yes W/ No
partnerships, in which you share profits and losses with partners other than section 501(c)(3) organizations?
If "Yes," describe the activities of these joint ventures in which you participate.
9a Are you applying for exemption as a childcare organization under section 501(k)? If "Yes," answer lines 9b
through 9d. If 'No,' go to line 10.
b Do you provide child care so that parents or caretakers of children you care for can be gainfully employed
(see instructions)? If "No," explain how you qualify as a childcare organization described in section 501(k).
c Of the children for whom you provide child care, are 85% or more of them cared for by you to enable their
parents or caretakers to be gainfully employed (see instructions)? If "No," explain how you qualify as a
childcare organization described in section 501(k).
d Are your services available to the general public? If "No," describe the specific group of people for whom your q Yes q No
activities are available. Also, see the instructions and explain how you qualify as a childcare organization
described in section 501(k).
10 Do you or will you publish, own, or have rights in music, literature, tapes, artworks, choreography, scientific 0 Yes q No
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.
12a Do you or will you operate in a foreign country or countries? If "Yes,' answer lines 12b through 12d. If "No," q Yes 0 No
go to line 13a.
b Name the foreign countries and regions within the countries in which you operate.
c Describe your operations in each country and region in which you operate.
d Describe how your operations in each country and region further your exempt purposes.
13a Do you or will you make grants, loans, or other distributions to organization(s)? If 'Yes," answer lines 13b q Yes FZI No
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. q Yes q 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. q Yes q No
(ii) Do you require a grant proposal? If "Yes," describe whether the grant proposal specifies your q Yes q 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.
9 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," answer lines 14b q Yes q No
through 14f. If "No,' go to line 15.
b Provide the name of each foreign organization, the country and regions within a country in which each foreign
organization operates, and describe any relationship you have with each foreign organization.
c Does any foreign organization listed in line 14b accept contributions earmarked for a specific country or specific q Yes q No
organization? If "Yes," list all earmarked organizations or countries.
d Do your contributors know that you have ultimate authority to use contributions made to you at your discretion q Yes q No
for purposes consistent with your exempt purposes? If "Yes," describe how you relay this information to
contributors.
e Do you or will you make pre-grant inquiries about the recipient organization? If "Yes," describe these inquiries, q Yes q No
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 organizations are q Yes q No
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.
w 19 Interest expense
20 Occupancy (rent, utilities, etc.) 69,000 367,000 396,00
21 Depreciation and depletion
22 Professional fees 1,160,265 1,205,493 405,16 :.
23 Any expense not otherwise
classified, such as program . - `
services (attach itemized list) 757,518 1,069,683 890,00 = ..
24 Total Expenses Add lines
14 through 23 2,714,865 4,783,019 4,502,990
2 Are you a private operating foundation? To be a private operating foundation you must engage directly in the q Yes q No
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 q Yes q No
operating foundation; go to the signature section of Part XI. If "No," continue to line 4.
Have you attached either (1) an affidavit or opinion of counsel, (including a written affidavit or opinion from a q Yes q No
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. 13
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.
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)
b Request for Definitive Ruling: Check this box if you have completed one tax year of at least 8 full months and q
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 q
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. q
(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. 13
7 Did you receive any unusual grants during any of the years shown on Part IX-A. Statement of q Yes 3q 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.
I Have your annual gross receipts averaged or are they expected to average not more than $10,000? q Yes 0 No
If "Yes, check the box on tine 2 and enclose a user fee payment of $300 (Subject to change-see above).
If "No," check the box on tine 3 and enclose a user fee payment of $750 (Subject to change--see above).
2 Check the box If you have enclosed the reduced user fee payment of $300 (Subject to mange). 11
3 Check the box if you have enclosed the user be payment of $750 (Subject to change). I]
t declare under the penalties of perjury that I am euthortaed to sign this app Haitian on behalf of the abovo orgenisstton and that t have examined this
application, Inaludh+q tha accompanying schedules and attachments, and to the bast of my knowledge It Is true, correct. and complete.
Please /,--c-
Sign ,
sign
'( rie(u^a o ^lfEce^; eetor-. ra'slee: br oCtie7aui17or-iz"ed
...... Cc ^.--- .___......_... -. 6. a^-!I -.._....
Here (type or print name of.signer) (Date)
official)
._^..... 7l! ................. ......
(Type or print title or authority of signer)
Reminder: Send the completed Form 1023 Checklist with your filled-in-application. Form 1023 (Rev. 0-2006)
3 Describe the specific criteria you use to determine who is eligible for your program. (For example, eligibility selection
criteria could consist of graduating high school students from a particular high school who will attend college, writers of
scholarly works about American history, etc.)
4a Describe the specific criteria you use to select recipients. (For example, specific selection criteria could consist of prior
academic performance, financial need, etc.)
b Describe how you determine the number of grants that will be made annually.
c Describe how you determine the amount of each of your grants.
d Describe any requirement or condition that you impose on recipients to obtain, maintain, or qualify for renewal of a grant.
(For example, specific requirements or conditions could consist of attendance at a four-year college, maintaining a certain
grade point average, teaching in public school after graduation from college, etc.)
5 Describe your procedures for supervising the scholarships, fellowships, educational loans, or other educational grants.
Describe whether you obtain reports and grade transcripts from recipients, or you pay grants directly to a school under
an arrangement whereby the school will apply the grant funds only for enrolled students who are in good standing. Also,
describe your procedures for taking action if the terms of the award are violated.
6 Who is on the selection committee for the awards made under your program, including names of current committee
members, criteria for committee membership, and the method of replacing committee members?
7 Are relatives of members of the selection committee, or of your officers, directors, or substantial q Yes No
contributors eligible for awards made under your program? If "Yes," what measures are taken to
ensure unbiased selections?
Note. If you are a private foundation, you are not permitted to provide educational grants to disqualified
persons. Disqualified persons include your substantial contributors and foundation managers and
certain family members of disqualified persons.
Section II Private foundations complete lines 1 a through 4f of this section. Public charities do not
complete this section.
la If we determine that you are a private foundation, do you want this application to be q Yes q No q N/A
considered as a request for advance approval of grant making procedures?
b For which section(s) do you wish to be considered?
4945(g)(1)-Scholarship or fellowship grant to an individual for study at an educational institution q
4945(g)(3)-Other grants, including loans, to an individual for travel, study, or other similar q
purposes, to enhance a particular skill of the grantee or to produce a specific product
2 Do you represent that you will (1) arrange to receive and review grantee reports annually q Yes q No
and upon completion of the purpose for which the grant was awarded, (2) investigate
diversions of funds from their intended purposes, and (3) take all reasonable and
appropriate steps to recover diverted funds, ensure other grant funds held by a grantee
are used for their intended purposes, and withhold further payments to grantees until you
obtain grantees' assurances that future diversions will not occur and that grantees will
take extraordinary precautions to prevent future diversions from occurring?
3 Do you represent that you will maintain all records relating to individual grants, including q Yes q No
information obtained to evaluate grantees, identify whether a grantee is a disqualified
person, establish the amount and purpose of each grant, and establish that you
undertook the supervision and investigation of grants described in line 2?
It "Yes," describe how you will determine who can be shown to be eligible for grants
without submitting an application, such as by obtaining written statements or other
information about the expectations of employees' children to attend an educational
institution. If "No," go to line 4f.
Note. Statistical or sampling techniques are not acceptable. See Revenue Procedure
85-51, 1985-2 C.B. 717, for additional information.
f If you provide scholarships, fellowships, or educational loans to attend an educational q Yes q No
institution to children of employees of a particular employer without regard to either the
25% limitation described in line 4d, or the 10% limitation described in line 4e, will you
award grants based on facts and circumstances that demonstrate that the grants will not
be considered compensation for past, present, or future services or otherwise provide a
significant benefit to the particular employer? If "Yes," describe the facts and
circumstances that you believe will demonstrate that the grants are neither compensatory
nor a significant benefit to the particular employer. In your explanation, describe why you
cannot satisfy either the 25% test described in line 4d or the 10% test described in line 4e.
Robert F. Bauer
Perkins Coie LLP
700 13th Street NW
Suite 600
Washington, DC 20005
The Barack Obama Foundation will both plan and develop a Presidential Center for future
activities, including the Presidential Library, a museum and a broader campus, and engage in
activities reflecting President Obama's values and priorities throughout his career in public
service: expanding economic opportunity, inspiring an ethic of American citizenship, and
promoting peace, justice and dignity throughout the world. The Foundation envisions a
Presidential Center that, through its mission, initiatives, and physical and virtual presence,
advances and interprets the themes of civic engagement, global perspective, health and wellness,
environmental stewardship, public education, a spirit of innovation, and will become an anchor
for economic development and cultivate a strong relationship with the library's surrounding
community.
Through the National Archives and Records Administration (NARA), the federal government
operates and maintains presidential libraries, which primarily serve as archival repositories and
museums in which the records and memorabilia of the former presidents are held and made
available to researchers. The Presidential Library system was created in 1939, when President
Franklin Roosevelt proposed the create of a federally maintained repository to house his
presidential papers and other historical materials. Roosevelt created a private foundation to raise
funds for the construction of a library building, which was then donated to the National Archives
for operation as a federal facility.
Congress codified this model in the Presidential Libraries Act of 1955. The Act outlined the
legal authority of the General Services Administration (GSA) Administrator to accept the gift of
a presidential archival depository and to maintain, operate, and protect it as part of the national
archives system. In 1986, Congress passed substantial amendments to the Act, intended to
reduce the size and operating costs of the libraries by requiring an endowment to the government
to offset the cost of the library, and establishing architectural and design standards that had to be
met before a library building would be accepted by the government.
Under the Presidential Libraries Act, the endowment must be 60% of the total costs of acquiring,
constructing, and installing the facility and its equipment; plus either 60% of the total costs of
acquiring the land (or another measure of the land's value that is mutually agreed upon by the
Archivist and donor) if the United States is taking title to the land; or 60% of the total costs to the
donor of any improvements to the land if the government is not taking title to it.
The Foundation will serve as the vehicle by which the Presidential Library is constructed and, in
accordance with the statutory requirements described above, by which the endowment necessary
for NARA to operate the Presidential Library is created and funded. The Foundation anticipates
negotiating a joint use agreement with NARA in the future, which will outline the
responsibilities of both the Foundation and the government and will likely require the
Foundation to provide ongoing support for the activities of the Presidential Library.
Part V, Line 3a: Biographies & Duties of Officers, Directors, Trustees, Highest
Compensated Employees, and Highest Compensated Independent Contractors
1. Biography
Martin Nesbitt is a longtime friend of President Barack Obama and served as national treasurer
for his two presidential campaigns.
Nesbitt is a co-founder and co-CEO of The Vistria Group, a private equity firm. He also
currently serves on the Board of Directors of Jones Lang LaSalle, a global real estate company
based in Chicago, as well as on the Board of Directors of Norfolk Southern Corporation.
In addition, Nesbitt currently serves as a trustee of Chicago's Museum of Contemporary Art and
on the Board of Directors of the Noble Network of Charter Schools.
Nesbitt is the former CEO of The Parking Spot, a successful company that owns and manages
off-site airport parking lots around the country. He has also previously worked for LaSalle
partners, predecessor to Jones Lang LaSalle, and is the former Chairman of the Board of the
Chicago Housing Authority.
Nesbitt has a Master of Business Administration degree from the University of Chicago and a
Bachelor of Science degree and honorary doctorate from Albion College in Michigan.
2. Duties
Mr. Nesbitt spends approximately 10 hours a week on his duties. He attends meetings of the
Board of Directors, and performs all duties as prescribed by the Board from time to time. As
Chairman, he supervises all of the assets, business and affairs of the organization.
1. Biography
J. Kevin Poorman serves as the President and CEO of PSP Capital Partners and Executive
Chairman of Vi Senior Living. From 1988 to 2012, Mr. Poorman served as an officer and
-2-
88996-0001/LEGAL 120127101.5
The Barack Obama Foundation
Form 1023 Attachments
EIN 46-4950751
director of many businesses owned by interests and/or trusts for members of the extended
Pritzker family. Additionally, Poorman is the immediate past CEO of Pritzker Reality Group,
immediate past Chairman of the Board of Trustees of the Loyola University of New Orleans and
a director of The New Orleans Jazz Orchestra, Inc.
Previously, Poorman was a partner in the Dallas-based law firm of Johnson & Swanson, and he
remains a member of the American, Illinois and Texas Bar Associations. He received his
Bachelor of Science and Juris Doctor degrees from the University of Oklahoma, and graduated
from law school with highest honors.
2. Duties
Mr. Poorman spends 10 hours a week on his duties. He attends meetings of the Board of
Directors, provides oversight on contractual matters and performs all duties as prescribed by the
Board from time to time. As President, he supervises all of the assets, business and affairs of the
organization and performs all duties incident to the office of President.
1. Biography
Mr. Plouffe is a political strategist who is widely referred to as the "architect" of President
Obama's two presidential campaign victories. After serving as the campaign manager in the
2008 presidential election, Plouffe was an outside advisor to the President since his first day in
office. He served inside the White House as Senior Advisor to the President from 2011-2013.
Plouffe has won plaudits for the use of technology and pioneering new applications, his message
development and discipline, his management skills and his focus and competitiveness.
Plouffe is the author of the New York Times best seller, The Audacity to Win: The Inside Story
and Lessons of'Barack Obama s Historic Victory and is a Contributor for ABC News and
Bloomberg Television. In 2013 he was inducted into the American Association of Political
Consultants' Hall of Fame.
2. Duties
Mr. Plouffe spends approximately 5 hours a week on his duties. He attends meetings of the
Board of Directors, and performs all duties as prescribed by the Board from time to time. He
supervises the keeping of records and performs all duties incident to the office of Secretary
1. Biography
Ms. Soetoro-Ng is currently a specialist for the Matsunaga Institute for Peace. She is the co-
founder of a nonprofit, Our Public School, which works to connect public schools to the
communities that surround them. She has co-created a program of peace education called Ceeds
of Peace, which has been implemented in Hawaii schools and communities. Soetoro-Ng has also
spoken widely about education for global competence. She has written a picture book entitled
Ladder to the Moon and is under contract to write a young adult novel entitled Yellowwood as
well as a book on peace education.
2. Duties
Ms. Soetoro-Ng spends approximately 5 hours a week on her duties. She attends meetings of the
Board of Directors, and performs all duties as prescribed by the Board from time to time.
1. Biography
Ms. Cohen is the Acting Executive Director for The Barack Obama Foundation. In this role, she
is responsible for the oversight of all activities of the Foundation, including supervision of its
employees and consultants.
Ms. Cohen has over 28 years of experience in real estate and finance. She is the owner and
operator of Cohen Investment Group, LLC, a real estate investment company targeting Chicago
multifamily acquisitions and developments. Her most recent corporate position was as President
of Pritzker Realty Group (PRG). She was instrumental in the creation and organization of PRG,
and during her 21 year tenure led efforts in the acquisition, development, financing, management
-4-
and disposition of over $5 billion in assets including multifamily, mixed use land development,
office and retail.
Ms. Cohen received her Bachelors in Business Administration from the University of Michigan,
and is a Certified Public Accountant. She is a board member and past Chair of the Finance
Committee at the Bernard Zell Anshe Emet Day School.
2. Duties
Ms. Cohen spends approximately 40 hours a week on her duties. As Treasurer, she oversees the
financial operations of the organization, supervises the staff's administration of such financial
operations and performs all of the duties incident to the office of Treasurer.
1. Biography
Prior to joining The Barack Obama Foundation, Mr. Rosenthal spent 3 years as a consultant for
McKinsey & Company, a global management consulting firm. Mr. Rosenthal most recently
served as an Agriculture Fellow, a self-created position. In the role, Mr. Rosenthal advised
Fortune 500 companies across the agriculture value chain, financial institutions on agriculture
investment opportunities and governments and foundations on food security initiatives.
Mr. Rosenthal has a Bachelor of Arts in Political Science from the University of North Carolina
at Chapel Hill, graduating with Highest Distinction and as a member of Phi Beta Kappa.
2. Duties
Mr. Rosenthal spends approximately 40 hours a week on his duties. As the Strategy &
Finance Associate, Mr. Rosenthal's responsibilities include guiding the design and
implementation of the organization's strategy and supporting the organization in all
operating activities.
G. JLL
1. Company Description
JLL (Jones Lang LaSalle) is a financial and professional services firm that specializes in
commercial real estate. JLL is headquartered in Chicago with approximately 200 offices
worldwide. Its real estate services include agency leasing, property management, facilities
management and construction.
2. Duties
The Foundation has engaged JLL to advise the Foundation in the selection of the host city and
sponsoring organizations to house the Barack Obama Presidential Library. JLL will help
coordinate a two-step selection process consisting of a Requirements for Qualifications (RFQ)
and a Requirements for Proposal (RFP). As part of the process, JLL will undertake a detailed
review of each submission, coordinate site visits, present findings in a synthesized, objective
report to Foundation leadership and support the Foundation's final site-specific negotiations.
H. SKDKnickerbocker (SKDK)
1. Company Description
2. Duties
The Foundation has engaged SKDK to develop and implement the Foundation's
communications strategy, to provide public relations and strategic communications services, to
serve as the official spokesperson for the Foundation, and to designate and develop the
Foundation's website.
1. Company Description
Launched in 2013, The Smoot Tewes Group (STG) is a fully integrated political and public
affairs consulting firm. STG's services include strategic counsel, issue and campaign
management, communications, development and fundraising, campaign operations, digital
strategy, event management and grasstops and grassroots engagement.
2. Duties
The Foundation has engaged STG to work with the Foundation to design the fundraising strategy
and coordinate and execute all fundraising efforts. STG will identify and engage potential
donors, conduct public records vets on donors, collect and organize donor information for
disclosure purposes and maintain comprehensive records of all donor interactions.
J. Perkins Coie
1. Company Description
Perkins Coie is an international law firm founded in 1912, and headquartered in Seattle,
Washington. It has more than 950 lawyers in 19 offices across the United States and Asia. Its
practices include Nonprofit Organizations, State & Local Tax, and Emerging Companies &
Venture Capital Intellectual Property.
2. Duties
The Foundation has engaged Perkins Coie for certain legal services, including filing all
paperwork to establish the Foundation, ensuring compliance with local, state, and federal statutes
as to non-profit status and the ability to conduct business, and meeting requirements in planning
and developing the Presidential Library.
The Barack Obama Foundation's Conflict of Interest policy was adopted via a resolution of the
Board and is attached.
A. Justin Rosenthal
STG will be eligible to receive an annual discretionary bonus ranging from $100,000 to
$250,000 based upon overall performance. The board will ultimately decide whether to issue the
discretionary bonus. Deciding factors include whether STG met the Foundation board's annual
fundraising targets.
Directors or officers of the Foundation will either meet in person with donors or the Foundation
will utilize direct mail, phone solicitation, email solicitation and the website for fundraising
purposes. The Foundation also plans to engage in the solicitation of private foundations.
The Barack Obama Foundation is entering into a contract with Smoot Tewes Group to raise
funds, but the terms of the contract have not yet been finalized.
The Barack Obama Foundation will conduct fundraising in multiple states, but has not yet
determined which states.
In accordance with the statutory requirements outlined in the Presidential Libraries Act, The
Barack Obama Foundation will raise funds to support the endowment necessary for NARA to
operate the Presidential Library. The Foundation anticipates negotiating a joint use agreement
with NARA in the future, which will outline the responsibilities of both the Foundation and the
government and will likely require the Foundation to provide ongoing support for the activities
of the Presidential Library.
The Barack Obama Foundation Board of Directors has committed to a library site selection
process that is intended to be fair and transparent in keeping with the President's longstanding
commitment to openness. The Foundation has released a Request for Qualifications (RFQ) and
has asked for submissions by June 16, 2014. During the summer of 2014, the Foundation will
select the parties who will receive a Request for Proposals (RFP). Those proposals will then be
evaluated and discussed, and the Foundation intends to make a final announcement in early
2015.
NARA will be responsible for operating and managing some portion the Presidential Library.
The Foundation expects that it will continue to operate and manage at least part of the
Presidential Library.
The copyright to any materials developed for or on behalf of the Foundation will be owned by
The Barack Obama Foundation.
The Barack Obama Foundation anticipates that it will accept contributions of all kinds, including
contributions of real property, works of music or art, licenses and other collectibles.
-8-
88996-0001/LEGAL 120127101.5
The Barack Obama Foundation
Form 1023 Attachments
EIN 46-4950751
Schedule H, Section 1: The Barack Obama Foundation anticipates that it will provide
scholarships, fellowships or grants to individuals to participate in programs run by the
Foundation. Eligibility will depend on each particular program, but in all cases participants will
be selected by a committee specifically convened for this purpose. The committee will award
scholarships, fellowships and grants solely based on merit and will observe the Foundation's
policy that no scholarships, fellowships or grants will be awarded to family members of officers,
directors, employees or substantial contributors.
-10-
88996-0001/LEGAL 120127101.5
The Barack Obama Foundation
Form 1023 Attachments
EIN 46-4950751
A. Purpose
The purpose of the Conflicts of Interest Policy (the "policy") is to protect the interests of the
organization 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 conflicts of interest applicable to nonprofit and
charitable organizations.
B. Definitions
1. Interested Person
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business,
investment, or family:
Compensation includes direct and indirect remuneration, as well as gifts or favors that are not
insubstantial.
-11-
A financial interest is not necessarily a conflict of interest. Under procedures outlined below, a
person who has a financial interest may have a conflict of interest only if the appropriate
governing board or committee decides that a conflict of interest exists.
C. 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.
After disclosure of the financial interest and all material facts, and after any discussion with the
interested person, he or 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.
-12-
2. If, after hearing the Director's, principal officer's or member's response and after
making further investigation as warranted by the circumstances, the governing
board or committee determines such person has failed to disclose an actual or
possible conflict of interest, it shall take appropriate disciplinary and corrective
action.
E. Records of Proceedings
The minutes of the governing board and all committees with board-delegated powers shall
contain:
1 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 or committee's decision as to
whether a conflict of interest in fact existed.
2. 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.
F. Compensation
G. Annual Statements
-13-
Each Director, principal officer and member of a committee with governing board-delegated
powers shall annually sign a statement which affirms such person:
4. Understands that the organization is charitable, and that in order to maintain its
federal tax exemption, it must engage primarily in activities that accomplish one
or more of its tax-exempt purposes.
H. Periodic Reviews
To ensure that 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:
When conducting the periodic reviews as provided for in this policy, 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 that periodic reviews are conducted.
-14-
88996-0001/LEGAL 120127101.5
Initial File #: N00004866620
CERTIFICATE
THIS IS TO CERTIFY that all applicable provisions of the District of Columbia Business
Organizations Code have been complied with and accordingly, this CERTIFICATE OF
INCORPORATION is hereby issued to:
BARACK H. OBAMA FOUNDATION
IN WITNESS WHEREOF I have hereunto set my hand and caused the seal of this office to be
affixed as of 1/3112014 12:58 PM
PATRICIA E. GRAYS
Superintendent of Corporations
Corporations Division
Vincent C. Gray
Mayor
Tracking #: 9sls5dwq
ARTICLES OF INCORPORATION
The person acting as the incorporator under the provisions of Title 29 of the
D.C. Code adopts the following Articles of Incorporation:
ARTICLE 1. NAME
ARTICLE 2. MEMBERS
ARTICLE 5. PURPOSE
Section (a):
No part of the net earnings of this Corporation shall inure to the benefit of, or
be distributable to its members, trustees, officers, or other private persons, except that
this Corporation shall be authorized and empowered to pay reasonable compensation
for services rendered and to make payments and distributions in furtherance of the
purposes set forth this Article. No substantial part of the activities of this Corporation
shall be the carrying on of propaganda, or otherwise attempting to influence
legislation, and this Corporation shall not participate in, or intervene in (including the
publishing or distribution of statements) any political campaign on behalf of or in
opposition to any candidate for public office. Notwithstanding any other provision of
these articles, this Corporation shall not carry on any other activities not permitted to
be carried on (a) by a corporation exempt from federal income tax under section
501(c)(3) of the Internal Revenue Code, or the corresponding section of any future
federal tax code, or (b) by a corporation, contributions to which are deductible under
section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any
future federal tax code.
ARTICLE 6. DISSOLUTION
Upon the dissolution of this Corporation, assets shall be distributed for one or
more exempt purposes within the meaning of section 501 (c)(3) of the Internal
Revenue Code, or the corresponding section of any future federal tax code, or shall be
distributed to the federal government, or to a state or local government, for a public
purpose. Any such assets not so disposed of shall be disposed of by a court of
competent jurisdiction of the county in which the principal office of the corporation is
then located, exclusively for such purposes or to such organization or organizations, as
said court shall determine, which are organized and operated exclusively for such
purposes.
LEGAL28547859.1
ARTICLE 7. INDEMNIFICATION
ARTICLE 8. INCORPORATOR
1 _ 3) -- 1 4
Robert F. Bauer Date
70013`h Street NW
Suite 600
Washington, DC 20005
LEGAL28547859. [
Initial File #: N00004866620
CERTIFICATE
THIS IS TO CERTIFY that all applicable provisions of the District of Columbia Business
Organizations Code have been complied with and accordingly, this CERTIFICATE OF
AMENDMENT is hereby issued to:
BARACK OBAMA FOUNDATION (THE)
IN WITNESS WHEREOF I have hereunto set my hand and caused the seal of this office to be
affixed as of 3/19/2014 12:14 PM
PATRICIA E. GRAYS
Superintendent of Corporations
Corporations Division
Vincent C. Gray
Mayor
Tracking #: oTByPkmb
ARTICLES OF AMENDMENT OF DOMESTIC NONPROFIT CORPORATION
Under the provisions of the Title 29 of D.C. Code (Business Organizations Act), the domestic
filing entity listed below hereby applies for a Certificate of Amendment and for that purpose
submits the statement below:
SECOND:
FOURTH: The amendment was adopted in the following manner: the amendment was adopted
by the incorporator, and member approval was not required.
By
ROBERT F. BAUER
INCORPORATOR
BYLAWS
OF
88996-0001/LEGAL28548186.3
BYLAWS
OF
ARTICLE 1. OFFICES
ARTICLE 2. MEMBERSHIP
The Board shall consist of not less than three Directors; the number of
Directors on the Board may be altered by action of the Board but may in no case be
less than three. The initial Directors shall be elected by the incorporator. Successor
Directors shall be elected by the affirmative vote of a majority of Directors serving at
the time. A Director shall hold office for a term of one year. Despite the expiration of
a Director's term, a Director shall continue to serve until the Director's successor is
elected, appointed or designated and until the Director's successor takes office, unless
the Director otherwise dies, resigns or is removed from office.
By resolution, the Board may specify the date, time and place for holding
regular meetings without other notice than such resolution.
88996-0001/LEGAL28548186.3 -I-
3.4 Special Meetings
All meetings shall be held at the principal office of the organization or at such
other place designated by the Board, by any persons entitled to call a meeting or by a
waiver of notice signed by all Directors.
3.7.1 In Writing
8 8996-000 1 /LEGAL28548186.3 2_
which these notices may be electronically transmitted. A Director who has consented
to receipt of electronically transmitted notices may revoke the consent by delivering a
revocation to the organization in the form of a record. Furthermore, the consent is
automatically revoked if the organization is unable to electronically transmit two
consecutive notices given by the organization, and this inability becomes known to the
person responsible for giving notice. Notice provided in an electronic transmission is
effective when it is electronically transmitted to an address, location or system
designated by the recipient for that purpose.
3.8.1 Record
3.8.2 By Attendance
3.9 Quorum
88996-0001 /1-EGAL28548186.3 3_
meeting, a majority of the Directors present may adjourn the meeting from time to
time without further notice.
The act of the majority of the Directors present at a meeting at which there is a
quorum shall be the act of the Board, unless the vote of a greater number is required
by these Bylaws, the Articles of Incorporation or applicable law.
Any action which could be taken at a meeting of the Board may be taken
without a meeting if a written consent setting forth the action so taken is signed by
each of the Directors. Such written consents may be signed in two or more
counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one and the same document. Any such written consent shall
be inserted in the minutes book as if it were the minutes of a Board meeting.
3.13 Resignation
Any Director may resign at any time by delivering written notice to the
Chairman, President, Treasurer, Secretary or Board, or by giving oral or written notice
at any meeting of the Directors. Any such resignation shall take effect at the time
specified therein, or if the time is not specified, upon delivery thereof and, unless
otherwise specified therein, the acceptance of such resignation shall not be necessary
to make it effective.
3.14 Removal
One or more Directors may be removed from office, with or without cause, by
the affirmative vote of a majority of the Directors then serving.
88996-0001 /LEGAL28548186.3
3.15 Vacancies
Any vacancy in the position of Director may be filled by the affirmative vote of
a majority of the remaining Directors though less than a quorum of the Board. A
Director who fills a vacancy shall serve for the unexpired term of his or her
predecessor in office. Despite the expiration of a Director's term, a Director shall
continue to serve until the Director's successor is elected, appointed, or designated and
until the Director's successor takes office.
3.16 Compensation
The Directors shall receive no compensation for their service as Directors, but
may receive reimbursement for reasonable expenditures incurred on behalf of the
organization.
ARTICLE 4. OFFICERS
The officers of the organization shall be elected each year by a majority of the
Directors then serving. Unless an officer dies, resigns, or is removed from office, he
or she shall hold office until his or her successor is elected.
4.3 Resignation
Any officer may resign at any time by delivering written notice to the
Chairman, President, Treasurer, Secretary or Board, or by giving oral or written notice
at any meeting of the Board. Any such resignation shall take effect at the time
specified therein or, if the time is not specified, upon delivery thereof and, unless
88996-0001 /LE0A1.28548186.3 _5 _
otherwise specified therein, the acceptance of such resignation shall not be necessary
to make it effective.
4.4 Removal
4.5 Vacancies
4.6 Chairman
The Chairman shall preside over meetings of the Board; shall set the strategy
and vision of the organization; and, in general, perform all of the duties incident to the
office of chief executive officer of the organization and such other duties as from time
to time may be assigned to him or her by the Board.
4.7 President
The President shall, subject to the Board's control, supervise the staffs control
of all of the assets, business and affairs of the organization. The President may sign
deeds, mortgages, bonds, contracts, or other instruments, except when the signing and
execution thereof have been expressly delegated by the Board or by these Bylaws to
some other officer or agent of the organization or are required by law to be otherwise
signed or executed by some other officer or in some other manner. In general, the
President shall perform all duties incident to the office of President and such other
duties as are assigned to him or her by the Chairman or Board from time to time. If no
Secretary is elected, the President shall be responsible for supervising the preparation
of the minutes of meetings of the Board and the maintenance and authentication of the
records of the corporation.
88996-000 1/LEGAL28548186.3 .6
4.8 Treasurer
The Treasurer shall have charge and custody of and be responsible for all funds
and securities of the organization; receive and give receipts for moneys due and
payable to the organization from any source whatsoever, and deposit all such moneys
in the name of the organization in banks, trust companies or other depositories
selected in accordance with the provisions of these Bylaws; and in general perform all
of the duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him or her by the Chairman, President or Board.
4.9 Secretary
The Secretary shall: (a) keep the minutes of meetings of the Board and any
minutes which may be maintained by committees of the Board; (b) see that all notices
are duly given in accordance with the provisions of these Bylaws or as required by
law; (c) be custodian of the corporate records of the organization; (d) keep records of
the address of each Director and officer; (e) sign with the President or other officer
authorized by the Chairman, President or Board, deeds, mortgages, bonds, contracts,
or other instruments; and (f) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him or her by
the Chairman, President or Board.
4.10 Compensation
The salaries of the officers and any other postitions established by the Board
shall be fixed from time to time by the Board or by any person or persons to whom the
Board has delegated such authority. No officer shall be prevented from receiving a
salary by reason of the fact that he or she is also a Director of the organization.
5.1 Compensation
Directors who receive any compensation for services in any capacity, directly
or indirectly, from the organization may not vote on matters pertaining to that
Director's compensation.
Directors and officers shall disclose to the Board any financial interest which
the Director or officer directly or indirectly has in any person or entity that is a party to
88996-0001/LE0AL28548186.3 _^
a transaction under consideration by the Board. The interested Director or officer
shall abstain from voting on the transaction.
ARTICLE 6. INDEMNIFICATION
To the fullest extent permitted by law, the organization shall indemnify any
person who was or is a party to any civil, criminal, administrative or investigative
action, suit or proceeding by reason of the fact that he or she is or was a Director or
officer of the organization, or is or was serving at the request of the organization as a
Director or officer of another organization against expenses (including attorney's fees)
and amounts paid in settlement actually and necessarily incurred by him or her in
connection with such action, suit or proceeding; and the Board may, at any time,
approve indemnification of any other person whom the organization has the power to
indemnify under the law. The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which a person may be entitled as a matter of
law or by contract and shall inure to the benefit of the recipients heirs and successors.
The organization may purchase and maintain indemnification insurance for any person
to the extent permitted by applicable law. Without limiting the foregoing, the Board
shall have the power to indemnify any person to the fullest extent permitted by law.
The Board, by majority vote, may designate and appoint one or more standing
committees, each of which shall consist of one or more Directors, to assist in
preparing and implementing organization policies and programs. Committee members
shall serve at the pleasure of the Board for one year or until their successors are
elected. Members of a standing committee must be Directors. Committee members
may be removed at any time, with or without cause, by the Board. Chairs of
committees shall be appointed by the Board.
88996-0001/LE0AL28548186.3 9.
7.2 Meetings
Committees shall meet, from time to time, when any such meeting is called by
the chair of the committee, or by a majority of the members of the committee. Notice
for such a meeting shall made according to the provisions of Section 3.7 of these
Bylaws. Such notice shall be delivered at least 24 hours in advance of the meeting.
The Board may create advisory committees to serve to advise the Board,
officers and employees of the organization in any and all matters. Members of an
advisory committee shall be appointed by the Board. The Board shall prescribe rules
and regulations for the call and conduct of meetings and all other matters relating to
committee procedures and responsibilities. Chairs of advisory committees shall be
appointed by the Board. Advisory committees shall keep regular minutes of their
meetings and deliver such minutes to the Board.
9.1 Loans
88996-00011LE0AL28548186.3
9.2 Loans or Extensions of Credit to Officers and Directors
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the organization shall be signed by
such officer or officers, or agent or agents, of the organization and in such manner as
is from time to time determined by resolution of the Board.
9.4 Deposits
All funds of the organization not otherwise employed shall be deposited from
time to time to the credit of the organization in such banks, trust companies or other
depositories as the Board may select.
The organization shall keep at its principal or registered office copies of its
current Articles of Incorporation and Bylaws; correct and adequate records of
accounts and finances, minutes of the proceedings of its Board and any minutes that
may be maintained by committees of the Board; records of the names and addresses of
its officers and Directors; and such other records as may be necessary or advisable.
Unless a different fiscal year is at any time selected by the Board, the fiscal
year of the organization shall be the 12 months ending December 31.
Unless a different accounting year is at any time selected by the Board, the
accounting year of the organization shall be the fiscal year.
The rules of procedure at meetings of the Board and committees of the Board
shall be the rules contained in Roberts' Rules of Order on Parliamentary Procedure,
Newly Revised, so far as applicable and when not inconsistent with these Bylaws, the
Articles of Incorporation or any resolution of the Board.
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the vote of a majority of the number of Directors then serving or by the
written consent of each of the Directors.
88996-00011LEGAL28548186.3 -11-