BLMGNF Thousand Currents Asset Transfer Agreement

Suite 800
505 Montgomery Street

San Francisco, CA 94111-6533
Jean Tom
(415) 276-6538 tel
(415) 276-6599 fax
[email protected]
September 23, 2020
VIA EMAIL ([email protected])
Ms. Marie Lee

California Department of Justice
Office of the Attorney General
Charitable Trusts Section
P.O. Box 903447
Sacramento, CA 94203-4470
Re: Disposition of Assets by Thousand Currents (Reg. No. CT 059002)
Dear Charitable Trusts Section:
We represent Thousand Currents. By this letter, we hereby provide written notice to the
California Attorney General in accordance with California Corporations Code §5913 of a
proposed transfer (the “Transfer”) by Thousand Currents, a California nonprofit public benefit
corporation, of all of the assets associated with Thousand Currents’ fiscal sponsorship of the
Black Lives Matter Global Network project (the “Assets”), constituting substantial assets of
Thousand Currents, to the Black Lives Matter Global Network Foundation, a Delaware nonstock
nonprofit corporation that has its application for tax-exempt status under Section 501(c)(3) of the
Internal Revenue Code pending with the Internal Revenue Service (the “BLM Global Network
Foundation”). Thousand Currents’ Articles of Incorporation are attached hereto as Exhibit A,
and its IRS determination letter confirming its exemption from federal income tax under Internal
Revenue Code Section 501(c)(3) is attached hereto as Exhibit B. BLM Global Network
Foundation’s Articles of Incorporation are attached hereto as Exhibit C.
I. Background Information.
Thousand Currents was formed on May 16, 1985 under the name “International
Development Exchange” with the charitable and educational purposes of “sponsoring small-scale
development projects for the benefit of poor people in developing countries and by involving
individuals and groups in the United States of America and other developed countries in the
effort.” It changed its name to “Thousand Currents” on May 10, 2017. Thousand Currents’
mission is to fund and support grassroots organizations and movements globally that work for a
just and equitable world. Over the last 35 years, it has invested in over 750 community-led
initiatives in 37 countries. Through its grantmaking program, Thousand Currents partners with
4813-4855-8534v.1 0106600-000001
September 23
Page 2
organizations and movements — led by women, youth, and Indigenous Peoples in the Global
South — that are creating lasting solutions to shared global challenges such as climate change,
poverty and food sovereignty.
In 2016, the founders of the new Black Lives Matter Global Network (“BLM”)
approached Thousand Currents about entering into a fiscal sponsorship arrangement with
Thousand Currents to incubate BLM as a project of Thousand Currents. Given Thousand
Currents’ mission of supporting grassroots movements pushing for a more just and equitable
world, Thousand Currents felt that the work of BLM was consistent with its own mission and
purposes. Accordingly, Thousand Currents entered into a fiscal sponsorship agreement with
BLM, whereby it provided administrative and back office support to BLM, including finance,
accounting, grants management, insurance, human resources, legal and compliance support in
return for a fiscal sponsorship fee. Donations to BLM have been received by Thousand Currents
as restricted donations to support the activities of BLM. In essence, Thousand Currents has
provided the legal and administrative framework to enable BLM to focus on its programs and
fulfilling its mission. The fiscal sponsorship agreement, which has been renewed for successive
years, is attached as Exhibit D.
II. Proposed Transfer of Assets.
Despite Thousand Currents’ successful history of serving as fiscal sponsor to BLM since
2016, Thousand Currents’ Board has decided that it is in the best interests of Thousand Currents
and BLM to transfer the funds and associated assets it has held for the BLM Project to the BLM
Global Network Foundation, a Delaware nonprofit corporation that was specifically formed to
further BLM’s mission and global efforts to eradicate white supremacy and fight for justice for
Black communities. Given the growth of the BLM Project over the past few years, it is now
ready to spin out of Thousand Currents’ fiscal sponsorship and launch itself as a freestanding,
independent nonprofit organization, governed by its own fiduciary board.
Accordingly, Thousand Currents’ Board of Directors has determined that the Transfer of
the BLM Project’s Assets to the BLM Global Network Foundation is in the best interests of all
parties. The Grant and Asset Transfer Agreement setting forth the proposed terms of the
Transfer is attached hereto as Exhibit E; the funds subject to this agreement will not be
transferred until the 20-day notice period to the Attorney General has elapsed.
A copy of Thousand Currents’ Board minutes/resolutions authorizing this proposed

Transfer of the Assets is attached hereto as Exhibit F. Thousand Currents has no voting
members; hence, no member approval of the proposed transfer is required. Thousand Currents’
financial statements from the fiscal year ending June 30, 2019 are attached hereto as Exhibit G.
4813-4855-8534v.1 0106600-000001
September 23
Page 3
III. Registration with Registry of Charitable Trusts.
Thousand Currents has registered with the Office of the Attorney General Registry of
Charitable Trusts, and its registration number is CT0059002.
If you have any questions or concerns regarding this notification or the transaction, please
contact me at [email protected], (415) 276-6538, or at 505 Montgomery Street, Suite 800, San
Francisco, CA 94111.
Thank you for your time and attention to this matter.
Respectfully submitted,
DAVIS WRIGHT TREMAINE LLP
Jean L. Tom
Enclosures
4813-4855-8534v.1 0106600-000001
Exhibit A
Thousand Currents Articles of Incorporation
4813-4855-8534v.1 0106600-000001
• " t
END"ORSED'
FILED
In the oHlce of the Socre~ of Sfota
Q' th, Star. of c:;n:Onlill
ARTICLES OF
OF
INCORPORATION
'
MAY 161985
MARCH fONG EU, Secretary of Sta~
INTERNATIONAL DEVELOPMENT EXCHANGE
leslie Glenn
Depu1y
ARTICLE I
The name of this corporation is INTERNATIONAL DEVELOPMENT

EXCHANGE.
ARTICLE II
A. This corporation is a nonprofit public benefit

corporation and is not organized for the private gain of any
person. It is organized under the Nonprofit Public
Benefit Corporation Law for charitable purposes.
B. The specific purpose of this corporation is to engage in

nonprofit educational and charitable activities by sponsoring
small-scale development projects for the benefit of poor people
in developing countries and by involving individuals and groups
in the United States of America and other developed countries in
the effort.
ARTICLE II I
The name and address in the State of California of this

corporation's initial agent for service of process is:
Paul A. Strasburg
Room 6
441 California Avenue
Palo Alto, California 94306
ARTICLE IV
A. This corporation is organized and operated exclusively

for charitable purposes within the meaning of Section 501 (c) (3)
of the Internal Revenue Code.
B. No substantial part of the activities of this

corporation shall consist of carrying on propaganda, or otherwise
attempting to influence legislation, and the corporation shall
not participate or intervene in any political c~mpaign (including
the publishing or distribution of statements) on behalf of any
candidate for public office.
I
ARTICLE V
The property of this corporation is irrevocably dedicated to

charitable purposes and no part of the net income or assets of
this corporation shall ever inure to the benefit of any director,
officer or member thereof or to the benefit of any private
person. Upon dissolution or winding up of the corporation, its
assets remaining after payment, or provision for payment, of all
(1)
•
/
•'.
debts and liabilities of this corporation shall be distributed to

a nonprofit fund, foundation or corporation which is organized
and operated exclusively for charitable purposes and which has
established its tax exempt status under Section 501 (c) (3) of
the Internal Revenue Code.
DATED: May 9, 1985.
I declare that I am the person who executed the foregoing
t:...v{~.~
Articles of Incorporation, which execution is my act and deed.
Paul A. Strasburg
(2 )
Exhibit B
Thousand Currents IRS Determination Letter
4813-4855-8534v.1 0106600-000001
Exhibit C
BLM Global Network Foundation
Articles of Incorporation
4813-4855-8534v.1 0106600-000001
Delaware Page 1
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF INCORPORATION OF “BLACK LIVES MATTER
FOUNDATION, INC.”, FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF
OCTOBER, A.D. 2017, AT 5:18 O`CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
6518139 8100 Authentication: 203408162

SR# 20176640316 Date: 10-17-17
You may verify this certificate online at corp.delaware.gov/authver.shtml
Delaware Page 1
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF “BLACK LIVES MATTER
FOUNDATION, INC.”, CHANGING ITS NAME FROM "BLACK LIVES MATTER
FOUNDATION, INC." TO "BLACK LIVES MATTER GLOBAL NETWORK
FOUNDATION, INC.", FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY
OF AUGUST, A.D. 2019, AT 7:29 O`CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
6518139 8100 Authentication: 203462394

SR# 20196648549 Date: 08-23-19
You may verify this certificate online at corp.delaware.gov/authver.shtml
Exhibit D
Fiscal Sponsorship Agreement
4813-4855-8534v.1 0106600-000001
DocuSign Envelope ID: 8B9293B4-E3AC-49FF-8E90-B8C0C7D52E25
Amended and Restated Fiscal Sponsorship Agreement between

(Thousand Currents), USA &
Black Lives Matter Network, USA
Agreement Period: September 1, 2017 to July 31, 2018
Thousand Currents' Mission:

Thousand Currents identifies, evaluates, and grows the best ideas from local leaders and organizations
to alleviate poverty and injustice around the world. Thousand Currents connects a passionate and
engaged network of supporters to the visionary leaders and organizations creating lasting solutions to
their communities' most pressing challenges. Thousand Currents’ theory of social change puts local
people at the forefront, working in an organized way for better conditions and effective, alternative,
practices that build towards democratic, equitable and environmentally sustainable
solutions. Thousand Currents is a nonprofit corporation, exempt from federal tax under section
501(c)(3) of the Internal Revenue Code, as amended (the “Code”). Thousand Currents’ Employer
Identification number is 77-0071852.
BLM’s Mission:
Black Lives Matter (“BLM”) is an unincorporated chapter-based national organization working for the
validity of Black life. BLM is working to organize local communities and (re)build the Black liberation
movement.
Purpose of the Agreement

Consistent with the missions of both Thousand Currents and BLM, both organizations hereby establish
a mutually beneficial fiscal sponsorship agreement that will promote the empowerment of Black and
African communities. Both organizations will work together and support one another with the goals of
promoting social change within marginalized communities in a participatory and inclusive manner, as
well as implementing the responsibilities contained herein in an open and transparent manner.
By entering into this Agreement, the parties agree to the following terms and conditions:
1. Obligations of Thousand Currents:

a. Thousand Currents agrees to serve as a fiscal sponsor for BLM, receiving grants,
contributions and gifts in support of BLM and its purposes (the “Funds”) and to make
such Funds available to BLM. All Funds received for BLM will be reported as
contributions to Thousand Currents as required by law. All such Funds shall be
acknowledged in writing, as follows:
i. BLM may directly accept contributions made by its supporters in the form of
donations to Thousand Currents specified as in THOUSAND CURRENTS
support of BLM. BLM will acknowledge receipt of 2120 University Avenue
Berkeley, CA 94704 U.S.A.
+1.415.824.8384
thousandcurrents.org
such Funds within 72 hours using Thousand Currents documentation and will
provide copies of this documentation to Thousand Currents. BLM will transfer
such Funds to Thousand Currents within two weeks of receipt.
ii. Supporters may make contributions directly to Thousand Currents in support of
BLM. In such case, Thousand Currents will notify BLM within 72 hours of
receiving the Funds of $250 or more and will provide to the supporter an
acknowledgement of receipt of Funds using Thousand Currents
documentation.
iii. Supporters may give to BLM via a dedicated donation webpage managed by
Thousand Currents. Such webpage shall refer to BLM as a project of Thousand
Currents or to Thousand Currents as the fiscal sponsor of BLM. An
acknowledgement letter and tax receipt for such donations of $250 or more will
be automatically sent by Thousand Currents to the donor.
b. Evidence of Thousand Currents’ status as a tax-exempt organization described in Code
Section 501(c)(3) shall be furnished to donors upon request. Thousand Currents agrees
to promptly notify BLM of any change in its tax-exempt status.
c. Thousand Currents will provide regular reports to the philanthropic institutions and
individuals funding the work of BLM to share its learning about the successes,
challenges and impact of BLM’s work.
d. Thousand Currents will share with BLM optional networking and alliance-building
opportunities as they arise for BLM to engage in the areas in which BLM works and
globally to deepen the impact of BLM’s work.
e. Thousand Currents will maintain a general liability insurance policy to which BLM
agrees to be added as an insured.
2. Obligations of BLM:
a. BLM shall pay Thousand Currents a fiscal sponsorship fee of fifteen percent (15%) of all
Funds raised, in addition to reimbursement of the expenses identified in Section 6
below.
b. BLM will ensure that the Funds are used for purposes mutually agreed upon by BLM
and Thousand Currents. Any significant changes to BLM’s proposed use of the Funds
will be shared with Thousand Currents in a timely manner and will be subject to
Thousand Currents’ prior written approval.
c. BLM will account fully to Thousand Currents for the disbursement of the Funds and will
communicate with Thousand Currents regularly regarding the work BLM does in
fulfillment of this Agreement. BLM will provide Thousand Currents with
comprehensive narrative and financial reports on the use of the Funds no later than
January 15, 2018 and July 15, 2018.
d. BLM will respond to requests from Thousand Currents for information needed by its
funders and provide Thousand Currents with copies of all grant applications, reports
and other documentation reasonably requested by Thousand Currents to enable it to
fulfill its obligations under this Agreement.
e. By signing this Agreement, BLM acknowledges that any information, stories and
photos provided to Thousand Currents may be used for public communication
purposes, including in Thousand Currents publications, the Thousand Currents website,
and electronic newsletters. BLM has the sole responsibility of obtaining consent from
members and participants for (i) the use of their photos and information in BLM’s own
reports to Thousand Currents, and (ii) the use of such images and stories by Thousand
Currents in any manner consistent with Thousand Currents’ charitable purposes,

including on the Internet.
3. Protection of tax-exempt status: BLM agrees not to use the Funds in any way that would
jeopardize Thousand Currents’ tax-exempt status as an organization described in Code Section
501(c)(3). BLM agrees to comply with any written request by Thousand Currents that it cease
activities which might jeopardize Thousand Currents’ tax-exempt status, and further agrees
that Thousand Currents’ obligation to make Funds available to BLM is suspended in the event
that BLM fails to comply with any such request. Thousand Currents will not provide Funds for,
and may seek the return of any Funds expended for, any change in Purposes that have not
previously been approved by Thousand Currents in writing.
4. Public Policy Engagement: BLM agrees to comply with all federal, state and local lobbying
limitations and reporting requirements when engaging in lobbying and public policy advocacy
activities. BLM shall ensure that all of its officers and staff receive lobbying and advocacy
compliance training conducted by Alliance for Justice or another similar group. If BLM uses any
of the Funds to support any lobbying activities (i.e., activities intended to influence legislation),
then BLM shall comply with the following procedures:
a. BLM shall formally request from Thousand Currents its written approval prior to using
the Funds for any lobbying activity.
b. If Thousand Currents provides BLM with such written approval, then BLM shall:
i. track all expenditures made and activities undertaken in support of any
lobbying efforts; and
ii. report such expenditures and activities to Thousand Currents on a monthly
basis.
5. Prohibited Activities: No portion of the Funds shall be used:

a. to participate or intervene in any political campaign on behalf of or in opposition to any
candidate for public office;
b. to induce or encourage violations of law or public policy;
c. to cause private inurement or improper private benefit to occur;
d. to support terrorist activities, terrorist organizations or individuals who engage in or
support terrorist activities; or
e. to take any other action inconsistent with tax exemption under Section 501(c)(3) of the
Code.
6. Use of Funds by Thousand Currents: Any expenditure of the Funds by Thousand Currents
shall be in furtherance of BLM expenses such as grants, salaries and benefits, computers, travel
and meeting expenses for BLM staff, as well as the reimbursement of the cost of Thousand
Currents’ administrative support. Such administrative support shall include, but not be limited
to:
a. Legal costs borne by Thousand Currents in connection with defense against outside
claims or threats arising out of Thousand Currents’ support of BLM;
b. Increases to infrastructure costs borne by Thousand Currents in connection with on-
boarding BLM and BLM staff; and
c. Other unforeseen expenses relating to Thousand Currents’ support of BLM as mutually

agreed upon by both parties, including, but not limited to, costs relating to increased
insurance coverage for general liability, directors’ and officers’ liability, and the like.
d. Additionally, BLM agrees to be solely responsible for the $250,000 General Liability
Retention/Deductible under Thousand Current’s General Commercial Liability Policy
procured through NIAC (“NIAC Insurance Policy”) for any claims involving BLM. Should
Thousands Currents incur costs or expenses directly related to BLM or the $250,000
Retention/Deductible under the NIAC Insurance Policy, BLM will reimburse Thousand
Currents out of the Funds.
BLM agrees that Thousand Currents may be reimbursed for these expenses directly out of the
Fund. If any of the above expenses borne by Thousand Currents related to Thousand Currents’
support of BLM should exceed the Funds available to cover such expenses, then BLM shall
reimburse Thousand Currents for such expenses within thirty (30) days of receipt by BLM of an
invoice from Thousand Currents detailing such expenses.
7. Financial procedures: BLM and its staff must comply with the financial policies outlined in
Thousand Currents’ Financial Procedures and Employee Handbook. BLM staff should pay
particular attention to the processes for Cash Disbursements, Purchasing, Travel and Expenses,
Consultants, Grants and Contracts, and Other. Thousand Currents must review, approve and
sign all contracts, leases, and other legally binding project commitments.
8. Financial accounting and reporting: Thousand Currents will maintain books and financial
records for BLM and its activities in accordance with generally accepted accounting principles.
BLM’s revenue and expenses shall be separately accounted for in the books of Thousand
Currents. On a quarterly basis, Thousand Currents will provide BLM with reports reflecting
revenue and expenses; such reports shall be provided within six weeks following the end of
each quarter. Thousand Currents shall provide an additional report to BLM within three months
after the end of each of Thousand Currents’ fiscal year.
9. Employment:
a. Thousand Currents shall determine whether personnel to be compensated for working
in whole or in part on BLM matters shall be designated as employees of Thousand
Currents or as independent contractors. All such compensation shall be paid out of the
Funds. Unless otherwise agreed, any personnel designated as employees of Thousand
Currents shall be at-will employees and subject to the same personnel policies and
benefits that apply to all employees of Thousand Currents, subject to the law of the
state in which the employee works, including all of the policies and practices outlined in
Thousand Currents’ Employee Handbook.
b. BLM shall notify Thousand Currents’ CFO in advance regarding any desired personnel
decisions (e.g., hiring, firing, disciplinary action) that BLM wishes to take with respect
to individuals working on BLM matters. All such personnel decisions must be
accomplished through and in consultation with Thousand Currents and shall be subject
to Thousand Currents’ prior approval.
10. Governance: Authority to manage the programmatic activities of BLM hereto is delegated to
BLM’s Management Team (the “ Management Team”), subject at all times to the ultimate
direction and control of Thousand Currents’ Board of Directors acting through Thousand
Currents’ Executive Director. The Management Team shall develop the annual goals,
objectives, budget and activities of BLM (the “Annual Plan”) and submit it to Thousand
Currents by September 30, 2017, which shall be subject to the approval of Thousand Currents’
Board of Directors. The Management Team shall have the right to make recommendations to
Thousand Currents concerning the direction of BLM and the use of the Funds. Additionally, the
BLM Management Team and Thousand Currents agree to engage in continuous reciprocal
communication, and to meet no less than quarterly to evaluate the fiscal sponsorship
relationship and address issues critical to the success of BLM’s and Thousand Currents’
programs.
11. Program Autonomy: As described above, the BLM programmatic decision-making will be
delegated to the Management Team subject to the terms and conditions of this Agreement
and the supervision and control of Thousand Currents. BLM will also be responsible for
managing its own volunteers and its online systems and accounts in a manner consistent with
the policies and procedures of Thousand Currents. Where opportunities for collaboration arise
with Thousand Currents’ regional directors, communications and administrative staff, BLM
leader(s) will seek approval for such collaborations from Thousand Currents’ Executive Director.
12. Fundraising: As set forth herein, BLM may solicit Funds that are earmarked for its activities.
BLM’s choice of funding sources to be approached and the text of BLM’s letters of inquiry, grant
applications, and other fundraising materials are subject to prior approval by Thousand
Currents. Thousand Currents’ Executive Director must be informed of all original letters of
inquiry and Thousand Currents must co-sign all grant proposals, grant agreements, pledges or
other commitments with funding sources to support BLM. The cost of any reports or other
compliance measures required by such funding sources shall be borne by BLM. Thousand
Currents’ Executive Director must be copied at least two weeks in advance on all progress and
final report submissions prepared by BLM at the request of any funding source. Other than as
set forth in paragraph 1(a)(i), Thousand Currents shall be responsible for the processing and
acknowledgment of all monies received for BLM, which shall be reported as the income of
Thousand Currents for both tax purposes and for purposes of Thousand Currents’ financial
statements. Grants involving government or public agency monies have substantial reporting
and auditing requirements; therefore, if BLM desires to apply for government or public agency
grants, BLM must request and receive from Thousand Currents’ Executive Director advance
approval to do so.
13. Publicity: Any and all use of Thousand Currents’ name in media communications and
fundraising materials with respect to BLM shall be subject to Thousand Currents’ prior review
and approval. The Management Team shall provide Thousand Currents with reasonable
advance notice with respect to any proposed use of Thousand Currents’ name in order to allow
for such prior review.
14. Ownership of Intellectual Property: Unless otherwise agreed, any tangible or intangible
property, including copyrights, obtained or created in connection with BLM shall be the
property of Thousand Currents while this Agreement is in effect.
15. Variance Power: The parties intend that this Agreement be interpreted to provide Thousand
Currents with variance powers necessary to enable Thousand Currents to treat the Funds as
Thousand Currents’ assets while this Agreement is in effect. Thousand Currents, in its sole
discretion, shall have the right to withdraw financial support of BLM if, in Thousand Currents’
reasonable judgment, BLM materially breaches this Agreement. Thousand Currents retains the
right, in its sole discretion, to spend the Funds so as to accomplish the Purposes as nearly as
possible, or to redirect the Funds to a different charitable purpose if the Purposes become
unnecessary, incapable of fulfillment, or inconsistent with the charitable needs of the
community served by Thousand Currents.
16. Indemnification: BLM hereby waives and releases Thousand Currents from any and all claims,
loss, damage, liability and expense, including, without limitation, attorneys’ fees and costs,
known or unknown, arising out of or in any way related to BLM, except damages arising solely
from Thousand Currents’ gross negligence or willful misconduct. BLM agrees to defend,
indemnify and hold harmless Thousand Currents and its officers, directors, employees, agents,
successors and assigns (each, a "Thousand Currents Indemnitee"), from and against any and all
losses, damages, claims or expenses, including reasonable attorneys' fees, howsoever arising or
caused, that may be sustained, suffered or incurred by any Thousand Currents Indemnitee to
the extent arising out of or in connection with this Agreement including, but not limited to, (a)
any material breach by BLM of this Agreement; (b) any negligent acts, errors or omissions, or
any willful misconduct, of BLM, BLM staff or any BLM chapter; and (c) any injury to property
caused by the acts or omissions of BLM, BLM staff or any BLM chapter.
17. Term and Termination: This Agreement will remain in force until June 30, 2018 unless it is
earlier terminated as set forth below. Either party may terminate this Agreement by giving 60
days’ written notice to the other party. If BLM will continue to exist but one of the parties
desires to terminate Thousand Currents’ fiscal sponsorship of BLM, the following terms and
conditions shall apply. Another entity that is a tax-exempt organization described in IRC
Section 501(c)(3) and is classified as other than a private foundation under IRC Section 509(a)
must be willing and able to sponsor BLM (the “Successor”). If a Successor is found, the balance
of assets held by Thousand Currents for BLM, together with any other assets held or liabilities
incurred by Thousand Currents in connection with BLM, shall be transferred to the Successor at
the end of the notice period or any extension thereof, subject to the approval of any third
parties (including funding sources) that may be required.
18. Spin-off of BLM into an Independent Nonprofit 501(c)(3) Organization: BLM will actively
work from September 1, 2017 through February 28, 2018 towards establishing itself as an
independent non-profit corporation that is recognized as a tax-exempt organization under
Section 501(c)(3) of the Internal Revenue Code and as a public charity under Section 509(a)(1) of
the Code, with the financial and administrative capacity to competently manage BLM’s work
(the “Successor Entity”). Once the Successor Entity has received a determination letter from
the Internal Revenue Service recognizing its 501(c)(3) status, BLM and Thousand Currents will
work together to prepare BLM to operate as an independent entity and set a mutually
agreeable Spin-Off Date, which shall be no later than December 31, 2018. On the Spin-Off
Date, Thousand Currents will transfer the balance of assets in Thousand Currents' restricted
fund for BLM, together with any other tangible and intangible assets held (including intellectual
property) and liabilities incurred by Thousand Currents in connection with BLM, to the
Successor Entity, subject to the approval of any third parties that may be required, and this
Agreement shall terminate..
19. Dispute Resolution: In the event of a dispute under this Agreement, each party agrees that it
shall make a good faith effort to resolve such dispute cooperatively before seeking to resolve
any dispute by arbitration or otherwise proceeding with any remedy available at law or in
equity. If such a remedial approach fails, Thousand Currents retains the right to withhold,
withdraw, or demand immediate return of the Funds, or terminate this Agreement
immediately.
Acceptance
For Thousand Currents:
Rajasvini Bhansali, Executive Director Date: June 29, 2018
For BLM:
7/5/2018
Date: June __, 2018
Kailee Scales Director

Exhibit E
Transfer Agreement
4813-4855-8534v.1 0106600-000001
.93;2658"/8<479:4"1.*"%%$0((''#%,+%#&%),#,,+)#&&-)&&-(0/%,
GRANT AND ASSET TRANSFER AGREEMENT
Thousand Currents, a California nonprofit public benefit corporation (occasionally referred

b] VS`SW\OTbS` Oa i@Ò\b]`j( and the Black Lives Matters Global Network Foundation, a Delaware
nonprofit nonstock corporation (occasionally referred to hereinafter as i;DE @Z]POZ FSbe]`Y
?]c\RObW]\j ]` i@Ò\bSSj(, hereby enter into this Grant Agreement effective September __, 2020.
RECITALS
WHEREAS, Thousand Currents has served as the fiscal sponsor of the Black Lives Matter
@Z]POZ FSbe]`Y ^`]XSQb 'i;DE H`]XSQbj( since 2016 in furtherance of their common missions to
promote the empowerment of Black and African communities;
WHEREAS, in its role as fiscal sponsor, Thousand Currents has provided administrative
and back office support to the BLM Project, including finance, accounting, grants management,
insurance, human resources, legal and compliance support;
WHEREAS, the BLM Project is now prepared to spin out its operations into its own
independent organization, the Black Lives Matter Global Network Foundation, a Delaware
nonprofit nonstock corporation organized and operated for charitable purposes within the meaning
of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (tVS i<]RSj(, and the BLM
Global Network Foundation has submitted a Form 1023 application to the Internal Revenue
Service to seek tax-exempt status under Code Section 501(c)(3), and be further classified as other
than a private foundation under Section 509(a) of the Code;
MA>I>:J) bVS KV]caO\R <c``S\bak ;]O`R VOa RSQWRSR bVOb Wb Wa W\ bVS PSab W\bS`Saba ]T
Thousand Currents and the BLM Project to transfer to the BLM Global Network Foundation all of
the assets, liabilities and operations of the BLM Project, eVWQV Qc``S\bZg Q]\abWbcbS iacPabO\bWOZZg
OZZ ]T bVS OaaSbaj ]T KV]caO\R <c``S\ba c\RS` <OZWT]`\WO <]`^]ÒbW]\ <]RS JSQbW]\ 26.0) a] bVOb
BLM can now operate with full independence and autonomy and engage directly with its chapters;
WHEREAS, under California Corporations Code Section 5913, Thousand Currents must
^`]dWRS /- ROgak ^`W]` e`WbbS\ \]bWQS b] bVS <OZWT]`\WO :bb]`\Sg @S\SÒZka GTTWQS before it sells,
leases, conveys, exchanges, transfers or otherwise disposes of all or substantially all of its assets;
and
WHEREAS, Thousand Currents plans to effectuate these transfers on date shortly after 20-
day notice period to the California Attorney General is complete, provided the California Attorney
General raises no objections to the transfers 'bVS iKÒ\aTS` =ObSj(+
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Transfer of Funds.
Upon the Transfer Date, and subject to obtaining any necessary donor consents, Thousand
Currents will transfer to Grantee all of the funds it currently holds subject to donor
restrictions in support of the BLM Project to support Granteeka QVO`WbOPZS O\R SRcQObW]\OZ
OQbWdWbWSa 'bVS iFinal Funds Transferj(+ Notwithstanding the provisions of the preceding
sentence, it is acknowledged and agreed that prior to an anticipated approximate Final
Funds Transfer of the aggregate sum of $61,000,000.00, Thousand Currents shall first
4823-7553-0443v.1 0106600-000001
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apply the grant funds to any outstanding liabilities related to the BLM Project prior to
remittance to Grantee. To the extent that any of such funds are unable to be transferred as
of the Transfer Date, Thousand Currents will continue to hold such funds to support the
BLM Project, and Grantee and Thousand Currents will cooperate to obtain any necessary
consents with respect to transferring such funds to Grantee. Thousand Currents will
transfer such funds to Grantee within five (5) days of obtaining such consents.
2. Transfer of Certain Thousand Currents Assets and Liabilities to Grantee.
Upon the Transfer Date, Thousand Currents will transfer, assign, convey, and deliver to
Grantee all of Thousand Currentsk right, title, and interest in and to the following assets and
liabilities:
(a) Copies of all funder reports; provided, however, that Thousand Currents shall retain
access to such data to the extent necessary or convenient with respect to its current or prior
operations, activities or regulatory filings; and
(b) All of Thousand Currentsk right, title and interest in all copyrights, trademarks and
service marks (and all goodwill associated therewith), patents, trade secrets and other intellectual
property rights related to or necessary to operate the BLM Project or developed and/or used by
KV]caO\R <c``S\bak employees, independent contractors, or volunteers solely in connection with
the BLM Project, including, without limitation: A) rights in any and all common law and registered
trade or service marks, together with the goodwill of the business associated with the respective
marks; (B) registered and unregistered copyrights, copyrightable works, and any other literary
^`]^S`bg O\R OcbV]àk `WUVba8 '<( bÒRS aSQ`Sba8 '=( bÒRS \O[Sa8 '?( a]TbeO`S ZWQS\aSa) RSdSZ]^[S\b
agreements, or databases; (G) mailing lists; and (H) market research and data (any and all such
pr]^S`bg) iIntellectual Property Assetsj(+ Notwithstanding the foregoing, if Thousand Currents has
licensed any Intellectual Property Assets from a third party, Thousand Currents agrees to use
commercially reasonable efforts to effectuate the transfer of these licensed rights to Grantee but
Thousand Currents will not be in breach of this Agreement if it is unable to secure the transfer of
such licensed rights and any such licensed rights that are not transferred shall not be included in the
definition of Intellectual Property Assets.
(i) With respect to the Intellectual Property Assets, the parties agree that all
rights and privileges pertaining to such assets, including the right to sue for and receive all damages
from past and future infringements of the Intellectual Property Assets, will be held and enjoyed by
Grantee, its successors, and/or its assigns as fully and completely as same would have been held by
Thousand Currents had the foregoing assignment not been made. Thousand Currents agrees to take
such further actions, without further consideration, including executing or causing to be executed
any documents, reasonably requested by Grantee to effect and/or confirm Granteeka SfQZusive
rights in and title to the Intellectual Property Assets. Thousand Currents acknowledges that
Grantee has the exclusive right to register and record ownership of the Intellectual Property Assets
in all jurisdictions throughout the world. Upon Granteeka `SOa]\OPZS `S_cSab) Thousand Currents
will provide Grantee with reasonable assistance and cooperation in any action to enforce or defend
Granteeka `WUVba W\ bVS B\bSZZSQbcOZ H`]^S`bg :aaSba (and Grantee shall reimburse Thousand
Currents for all reasonable out-of-pocket costs actually incurred by Thousand Currents in
connection with such assistance and cooperation), and will take no action with respect thereto
except with the express written authorization of Grantee.
4823-7553-0443v.1 0106600-000001
.93;2658"/8<479:4"1.*"%%$0((''#%,+%#&%),#,,+)#&&-)&&-(0/%,
(c) Any other assets or liabilities listed in the Thousand Currents/ Black Lives Matter
Global Network Foundation Balance Sheet dated June 30, 2020.
3. Transfer of Contracts and Arrangements. The parties acknowledge that, upon the Transfer
Date, Thousand Currents will transfer, assign, convey, and deliver to Grantee and Grantee will
assume and will thereafter pay, perform under, and/or discharge when due, all contracts,
agreements (including grant agreements) and other arrangements of Thousand Currents previously
attributable to the BLM Project, all of which are listed on the attached Exhibit A. All such
contracts, agreements, and arrangements, including any benefits, obligations, and liabilities thereof,
will be transferred to and accepted by Grantee upon the Transfer Date. Thousand Currents and
Grantee agree to execute any other documents and take any other actions that may be necessary or
appropriate to carry out the assignment to Grantee of the tangible and intangible assets described in
Section 2 of this Agreement and such contracts, agreements, and arrangements contemplated by
Section 3 of this Agreement. Except as expressly set forth in Section 2 or Section 3, Grantee will
not assume any liabilities or obligations of Thousand Currents. Thousand Currents and Grantee
agree that Thousand Currents shall have no responsibility with respect to any agreements or
arrangements entered into in connection with the BLM Project under Thousand Currentsk name
that were not authorized by Thousand Currentsk P]O`R ]T RW`Sctors or its Executive Director, and
that as among the parties, Grantee shall have full responsibility for all obligations under any such
agreements, and shall hold Thousand Currents harmless and indemnify Thousand Currents with
respect to any such obligations.
4. Representations and Warranties of Thousand Currents and Grantee. Thousand Currents and
Grantee hereby represent and warrant to each other as of the date hereof and throughout the term of
this Agreement, that each is a duly organized and validly existing nonprofit corporation in good
standing and duly qualified to do business under the laws of California and Delaware, respectively,
and each has, in all material respects, full power and authority to own each of its properties and
conduct its business as presently owned or conducted, and to execute, deliver and perform its
obligations under this Agreement; that the execution, delivery and performance of this Agreement
and the consummation of the transactions provided for in this Agreement have been duly
authorized by all necessary action on the part of each party; that the execution and delivery of this
Agreement by each party and the performance by each party of the transactions contemplated by
this Agreement will not conflict with, violate or result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time or both) a default under any
indenture, contract, agreement, mortgage, deed of trust, or other instrument to which it is a party or
by which it or any of its properties are bound and which have a material adverse effect on its ability
to exercise its rights or perform its obligations hereunder; that as of the date hereof, there are no
proceedings or investigations pending or, to the knowledge of each party, threatened against it
before any governmental authority (a) asserting the invalidity of this Agreement, (b) seeking to
prevent the consummation of any of the transactions contemplated by this Agreement, (c) seeking
any determination or ruling that, in the reasonable judgment of the party, would materially and
adversely affect the exercise by it of its rights or performance by it of any of its obligations under
this Agreement, or (d) seeking any determination or ruling that would materially and adversely
affect the validity or enforceability of this Agreement.
5. Covenants of Grantee.
(a) @Ò\bSS Q]dS\O\ba bVOb Ob OZZ bW[Sa ^`W]` b] @Ò\bSSka `SQSW^b ]T O RSbS`[W\ObW]\
letter from the Internal Revenue Service that Grantee is exempt from federal income tax as an
organization described in Section 501(c)(3) of the Code and further classified as other than a
4823-7553-0443v.1 0106600-000001
.93;2658"/8<479:4"1.*"%%$0((''#%,+%#&%),#,,+)#&&-)&&-(0/%,
^`WdObS T]c\RObW]\ c\RS` JSQbW]\ 2-6'O( ]T bVS <]RS 'O iDetermination Letterj() @Ò\bSS eWZZ
maintain any and all funds transferred to it pursuant to this Agreement in a separate, segregated
fund or account from which amounts will be expended solely for charitable and educational
activities in support of the BLM Project, will maintain records of receipts and expenditures with
respect to such funds, and will not use any of such funds or any other assets transferred pursuant to
this Agreement to:
(i) Carry on propaganda or otherwise attempt to influence legislation within the

meaning of Code Section 4945(d)(1), except with respect to $3 million, which Thousand Currents
shall permit Grantee to utilize to attempt to influence legislation within the meaning of Code
Section 4945(d)(1);
(ii) Influence the outcome of any specific public election or carry on, directly or
indirectly, any voter registration drive within the meaning of Code Section 4945(d)(2);
(iii) Make grants to individuals for travel, study, or other similar purposes, or to
make grants to other organizations, which do not comply with the requirements of Sections
4945(d)(3) or (4) of the Code; or
(iv) Undertake any activities for a non-charitable purpose.
(b) Grantee covenants that promptly after the end of each fiscal year in which (i)
Grantee has unexpended funds transferred to it pursuant to this Agreement and (ii) Grantee is not in
possession of a Determination Letter, Grantee will provide Thousand Currents with a narrative and
financial report, signed by an officer of Grantee, on the manner in which such funds were used or
spent, and the amounts spent to attempt to influence legislation within the meaning of Code Section
4945(d)(1) and a narrative description of the legislative activities Grantee pursued. Grantee further
covenants that it will notify Thousand Currents promptly upon receipt of a Determination Letter.
(c) @Ò\bSS eWZZ ^S`[Wb `S^`SaS\bObWdSa ]T KV]caO\R <c``S\ba b] dWaWb @Ò\bSSka

^`S[WaSa O\R `SdWSe @Ò\bSSka OQbWdWbWSa eWbV `Sa^SQb b] bVS Tc\Ra bÒ\aTS``SR Pg KV]caO\R
Currents to Grantee, and will permit Thousand Currents to conduct an independent financial and/or
programmatic audit of the expenditure of such funds, at Thousand Currentsk expense.
(d) KV]caO\R <c``S\ba O\R @Ò\bSS VS`SPg OU`SS bVOb c^]\ @Ò\bSSka `SQSW^b ]T O
Determination Letter, Grantee will no longer be required to comply with the reporting and other
obligations described in this section of the Agreement, provided, however, that Grantee shall at all
times be obligated to comply with donor restrictions (imposed by donors other than Thousand
Currents) with respect to all funds transferred from Thousand Currents to Grantee.
6. Indemnification.
(a) Except as otherwise provided in the following Sections 6(b), (c) and (d), each
party to this Agreement (each, an "Indemnitor") shall, to the maximum extent permitted by
California law, indemnify, hold harmless and defend the other party, its directors, officers and
agents, and any third party claiming under the other party (collectively, the "Indemnified Parties")
from and against any claim, action, loss, liability, expense, damages, judgment, or amounts paid in
settlement, including costs, attorneys' fees and witness fees, (a "Claim") which arises as a result of
the breach of any representation, warranty, covenant or agreement of the Indemnitor set forth in
this Agreement.
4823-7553-0443v.1 0106600-000001
.93;2658"/8<479:4"1.*"%%$0((''#%,+%#&%),#,,+)#&&-)&&-(0/%,
(b) Grantee shall defend, indemnify, and hold Thousand Currents, its officers, directors,
employees, attorneys, agents, successors, and assigns harmless from and against any Claims
resulting from or relating to any claims or demands made by any former employees associated with
the BLM Project or by any third party in connection with the BLM Project that may exist or which
may hereafter exist based on any facts, events or omissions occurring prior to the Transfer Date.
(c) An Indemnitor shall not indemnify any Indemnified Party for any such claim (i)
made on account of any act or omission of the Indemnified Party which was knowingly fraudulent
or deliberately dishonest or that constituted willful misconduct, (ii) on account of the Indemnified
Party's acts or omissions that involves the absence of good faith on the part of the Indemnified
Party, (iii) t] bVS SfbS\b ]T bVS B\RS[\WTWSR HO`bgka \SUZWUS\QS) ]` (iii) to the extent that such Claim
is satisfied by a payment actually made to the Indemnified Party under an insurance policy or other
indemnity clause, bylaw or agreement with another party.
(d) An Indemnitor shall not be required to indemnify any Indemnified Party unless
the provisions of this Section 6(d) are complied with. The Indemnified Party shall notify the
Indemnitor in writing of any potential Claim within five (5) business days of the date the
Indemnified Party has actual knowledge of the existence of such potential Claim so that the
Indemnitor may assume the defense of such Claim. The Indemnified Party shall be permitted to
participate in the defense of any such potential Claim at its own cost, provided, however, that the
Indemnitor shall pay all costs of the I\RS[\WTWSR HO`bgka Ô`bWQWÔbW]\ W\ acQV defense if the
Indemnitor fails to assume the defense of such claim with counsel reasonable acceptable to the
Indemnified Party and in such case, the Indemnified Party shall not settle any Claim without the
advance written approval of the Indemnitor, which approval shall not be unreasonably withheld.
(e) Neither Grantee nor Thousand Currents shall cause or permit its Articles or
Bylaws to limit its ability to indemnify the Indemnified Parties hereunder. The obligation of
Grantee and Thousand Currents to indemnify the Indemnified Parties shall survive termination or
expiration of this Agreement for a period of one year.
7. Closing. By the Transfer Date, each party will execute and deliver any such documents as
are required to effectuate the intent of this Agreement. After the Transfer Date, the parties agree to
cooperate and use commercially reasonable efforts in all respects to implement the terms and the
intent of this Agreement.
8. Notices. All notices or reports under this Agreement shall be addressed as follows:
Grantor: THOUSAND CURRENTS

1330 Broadway Ste. 301,
Oakland CA, 94610
Attn: Jenesha de Rivera
[email protected]
Grantee: Black Lives Matter Global Network Foundation

248 3rd Street, #305
Oakland CA 94607
Attn: Patrisse Cullors
[email protected]
4823-7553-0443v.1 0106600-000001
.93;2658"/8<479:4"1.*"%%$0((''#%,+%#&%),#,,+)#&&-)&&-(0/%,
9. Miscellaneous.
a. Assignment. This Agreement shall be binding upon and inure to the benefit of
the respective heirs, executors, administrators, successors, legal representatives and assigns of the
parties; provided, however, that neither party shall assign its rights or obligations hereunder without
the advance written consent of the other party, which consent shall not be unreasonably withheld.
b. Enforcement. If any portion of this Agreement shall be determined to be invalid or

unenforceable, the remainder shall be valid and enforceable to the maximum extent possible.
c. Confidential Information. Neither party shall, without the prior written consent of
the other, divulge or disclose to unauthorized persons, or use for any purpose (other than for the other
party's benefit) any confidential or proprietary information relating to the business or operations of
the other party, its clients, donors, or other third parties doing business with the other party
'#<]\TWRS\bWOZ B\T]`[ObW]\#(+ B\ bVS SdS\b bVOb SWbVS` Ô`bg Wa Q][^SZZSR b] RWaQZ]aS bVS ]bVS` Ô`bgka
Confidential Information in the course of a governmental investigation or legal proceeding, the
disclosing party shall minimize the extent of information disclosed to the extent allowable under
applicable law, and shall notify the other party of the disclosure as soon as practicable. Confidential
Information shall include, without limitation, all of the party's trade secrets and proprietary
information including, without limitation, all matters related to software, data, and technical
information, all other matters of a technical nature, software programs, techniques, member lists,
donor lists, marketing plans, formulae, ideas, and financial data; provided, however, that
Confidential Information shall not include information which is within the public domain, or comes
within the public domain, in either event without any breach of this Agreement. Both parties
understand the extremely sensitive nature of donor information and financial matters and shall
accord the strictest confidence to such information and matters. Confidential Information shall be
protected by each party by all reasonable legal and technical means, including without limitation
those steps which the party takes to protect its own trade secrets.
d. Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the

only agreement, and supersedes all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof and thereof, and all Exhibits attached
hereto are a material part of this Agreement and are incorporated herein by reference. This
Agreement is not intended to confer upon any person other than the parties hereto any rights or
remedies hereunder.
e. Miscellaneous. This Agreement may not be modified, and no provision waived,

without the prior written consent of the party against whom enforcement of the amendment or
waiver is sought. No delay in exercising any right shall constitute a waiver of that right, but time is
of the essence with respect to the covenants contained herein.
4823-7553-0443v.1 0106600-000001
.93;2658"/8<479:4"1.*"%%$0((''#%,+%#&%),#,,+)#&&-)&&-(0/%,
Exhibit A
List of contracts, agreements, purchase orders, and other arrangements of Thousand Currents
previously attributable to the BLM Project
None other than grants agreement from Clara Lionel Foundation.
4823-7553-0443v.1 0106600-000001
Exhibit F
Thousand Currents Board Resolutions
4813-4855-8534v.1 0106600-000001
Minutes for the Board of Directors Meeting
of Thousand Currents
(formerly International Development Exchange)
Date: July 23, 2020
Time: Recorded from 10:00 a.m. to 1:00 p.m. PDT
Location: online Zoom Video
Proper notice was given for this regular quarterly board meeting.
Those in attendance and constituting a quorum were:
Board members present:

Nwamaka Agbo, Fahad Ahmad, Shilpa Alimchandani, Saba Bireda, M. Jahi
Chappell, Gregory Hodge, Susan Rosenberg, Ruth Sawyer
Thousand Currents Staff Present:

Jenesha “Jinky” de Rivera, Gabriela Hylton Garza, Ashlesha Khadse, Solomé
Lemma, Katherine Zavala
Proceedings:
Check-ins
Board President, Agbo called the Board of Directors meeting to order at 10:24
a.m. PDT
Black Lives Matter Update

Lemma and de Rivera shared highlights about the fiscal sponsorship transition
with Black Lives Matter and Tides. Clarifying questions were asked and
answered.
A MOTION was made by Hodge to approve transferring resources directly to

Black Lives Matter once we have approval from the AG within those 20 days
and that would end our relationship with BLM and Tides. There was a second to
the motion by Chappell. The motion was approved unanimously.
All remaining staff members, except Executive Director Solomé Lemma, left the
meeting at 12:26 p.m. PDT.
Exhibit G
Thousand Currents Financial Statements
4813-4855-8534v.1 0106600-000001
THOUSAND CURRENTS AND SUBSIDIARY
Consolidated Financial Statements
June 30, 2019
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Independent Auditor’s Report ................................................................................................................... 1
Consolidated Statement of Financial Position ........................................................................................... 3
Consolidated Statement of Activities ......................................................................................................... 4
Consolidated Statement of Functional Expenses ....................................................................................... 5
Consolidated Statement of Cash Flows ..................................................................................................... 6
Notes to Consolidated Financial Statements ............................................................................................. 7

INDEPENDENT AUDITOR’S REPORT
The Board of Directors of

Thousand Currents and Subsidiary
Report on the Financial Statements
We have audited the accompanying consolidated financial statements of Thousand Currents and
Subsidiary, a nonprofit organization (the “Organization”), which comprise the consolidated statement of
financial position as of June 30, 2019, and the related consolidated statements of activities, functional
expenses and cash flows for the year then ended, and the related notes to the consolidated financial
statements (collectively, the financial statements).
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with accounting principles generally accepted in the United States of America; this includes
the design, implementation, and maintenance of internal control relevant to the preparation and fair
presentation of financial statements that are free from material misstatement, whether due to fraud or
error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entity's
preparation and fair presentation of the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating
the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the
financial position of Thousand Currents and its subsidiary as of June 30, 2019, and the changes in their net
assets and their cash flows for the year then ended in accordance with accounting principles generally
accepted in the United States of America.
SQUAR MILNER LLP
San Francisco, California

January 29, 2020
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
June 30, 2019
ASSETS
Current Assets
Cash and cash equivalents $ 4,010,163
Grants receivable 278,287
Accounts receivable 4,645
Investments 2,070,005
Prepaid expenses 54,587
Total current assets 6,417,687
Property and equipment - net 4,341
Noncurrent Assets
Grants receivable, net of current portion 100,000
Deposits 6,300
Total noncurrent assets 106,300
Total assets $ 6,528,328
LIABILITIES AND NET ASSETS
Current Liabilities
Accounts payable and accrued expenses $ 137,492
Grants payable 41,725
Accrued payroll and benefits 69,896
Total liabilities 249,113
Net assets
Without donor restrictions 2,402,381
With donor restrictions 3,876,834
Total net assets 6,279,215
Total liabilities and net assets $ 6,528,328
Page 3 The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF ACTIVITIES
For the Year Ended June 30, 2019
Without Donor With Donor

Restrictions Restrictions Total
SUPPORT AND REVENUE
Support
Contributions $ 273,600 $ 878,379 $ 1,151,979
Foundations and corporations 1,007,647 4,345,868 5,353,515
Total support 1,281,247 5,224,247 6,505,494
Revenue
Academy tuition 70,560 - 70,560
Realized and unrealized gain
on investments 82,005 - 82,005
Interest and dividend income - net 41,913 - 41,913
Other income 9,977 - 9,977
Total revenue 204,455 - 204,455
Net assets released from restrictions 5,054,430 (5,054,430) -
TOTAL SUPPORT AND REVENUE 6,540,132 169,817 6,709,949
EXPENSES
Program services 4,486,283 - 4,486,283
Supporting services:
Management and general 593,476 - 593,476
Fundraising 846,907 - 846,907
TOTAL EXPENSES 5,926,666 - 5,926,666
Change in net assets 613,466 169,817 783,283
Net assets - beginning of year 1,788,915 3,707,017 5,495,932

Net assets - end of year $ 2,402,381 $ 3,876,834 $ 6,279,215
CONSOLIDATED STATEMENT OF FUNCTIONAL EXPENSES
Programs Supporting Services
Grants and Education

Fiscal Grantee and Total Management Total
Project Services Outreach Programs and General Fundraising Expenses
Salaries $ 357,322 $ 3 95,163 $ 166,435 $ 9 18,920 $ 2 53,461 $ 364,589 $ 1,536,970

Employee benefits 4 7,832 64,682 3 7,604 150,118 53,424 7 0,620 274,162
Payroll taxes 2 8,299 29,062 1 6,269 73,630 25,847 2 9,141 128,618
Total personnel 433,453 488,907 220,308 1 ,142,668 332,732 464,350 1 ,939,750
Accounting 5 4,937 - - 54,937 68,705 - 123,642

Bank and payroll fees 5 1,517 5 ,378 2,327 59,222 4 ,278 1 6,829 80,329
Conferences and meetings - 12,278 2,602 14,880 4 ,686 4 8,782 68,348
Consultant fees 829,540 225,027 222,517 1 ,277,084 30,755 131,077 1 ,438,916
Depreciation - 234 131 365 125 234 724
Dues, licenses, service fees 6,948 14,817 5,204 26,969 9 ,563 4 0,222 76,754
Grants 8 9,879 863,092 340,342 1 ,293,313 - - 1 ,293,313
Information technology 3 3,467 417 3,089 36,973 299 472 37,744
Insurance 3 0,000 904 506 31,410 9 ,264 906 41,580
Language interpretation - 29,724 3,300 33,024 11,040 1 2,959 57,023
Legal 1 7,974 - - 17,974 14,397 - 32,371
Occupancy 3 7,491 42,176 2 8,695 108,362 27,627 4 4,120 180,109
Supplies and office expenses 1 9,967 2 ,013 2,709 24,689 10,519 1 6,073 51,281
Travel and meals 193,159 132,850 3 8,404 364,413 69,486 7 0,883 504,782
Total expenditures $ 1,798,332 $ 1,817,817 $ 870,134 $ 4,486,283 $ 5 93,476 $ 846,907 $ 5,926,666
CONSOLIDATED STATEMENT OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES:

Change in net assets $ 783,283
Adjustments to reconcile change in net assets to net cash
provided by (used in) operating activities:
Realized and unrealized gains on investments (82,005)
Depreciation 724
Changes in operating assets and liabilities:
Accounts receivable (4,645)
Deposits 600
Employee advances 300
Prepaid expenses (23,425)
Accounts payable and accrued expenses 30,555
Grants payable (163,459)
Accrued payroll and benefits (32,609)
Net cash provided by operating activities 1,306,077
CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sales of investments 1,375,993
Purchase of investments (1,909,764)
Net cash used in investing activities (533,771)
NET INCREASE IN CASH AND CASH EQUIVALENTS 772,306
CASH AND CASH EQUIVALENTS - beginning of year 3,237,857
CASH AND CASH EQUIVALENTS - end of year $ 4,010,163
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2019
1. ORGANIZATION AND NATURE OF ACTIVITIES
Thousand Currents (“TC”) is a California nonprofit public benefit corporation formed in 1985 that partners
with grassroots groups, led by women, youth, and Indigenous Peoples in the Global South who are
transforming their communities and creating lasting solutions to their shared global challenges.
The Organization’s programs include:
• Grants and Grantee services: In addition to providing financial resources to partners in Africa,
Asia, and Latin America, Thousand Currents organizes local and transnational learning
exchanges and facilitates strategic networks and alliances. Through the Climate Leaders in
Movement Action Fund (“CLIMA”), they work in collaboration with their peers to increase
resources to our grassroots partners.
• Philanthropic Outreach and Education: Thousand currents works to educate, train and
support philanthropists to engage in meaningful and transformative giving through programs
such as the Thousand Currents Academy and Diaspora Partnerships. They also model effective
giving and investment practices by creating experimental programs like the Buen Vivir Fund.
• Lastly, Thousand Currents works in solidarity with groups in the United States by offering fiscal
sponsorship services.
In January, 2018, Thousand Currents formed Buen Vivir Investment Management, LLC, (BVIM) (the
“Subsidiary”) with TC as its sole member. BVIM’s purpose is to further the charitable purpose of TC and
to support investment related activities that are within their programmatic focus. In February, 2018, BVIM
entered into an operating agreement with the Buen Vivir Fund, LLC (BVF), to act as its implementing
member and manage the day to day activities of BVF under the direction of the Members Assembly, as
defined in the agreement. BVIM has no ownership interest in BVF. There were no fees earned by BVIM
from BVF during the year.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Thousand Currents and its
wholly-owned Subsidiary BVIM, (collectively the “Organization”). Significant inter-company transactions
and balances have been eliminated in consolidation.
Basis of Accounting
The consolidated financial statements of the Organization are prepared on an accrual basis of accounting
in accordance with U.S. generally accepted accounting principles for not-for-profit organizations.
Page 7
June 30, 2019
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Description of Net Assets
The Organization reports information regarding its consolidated financial position and activities according
to two classes of net assets as follows:
Without Donor Restrictions
Net assets without donor restrictions consist of resources which have not been specifically
restricted by a donor. Net assets without donor restrictions may be designated for specific
purposes by the Organization or may be limited by contractual agreements with outside parties.
With Donor Restrictions
Net assets with donor restrictions consist of contributions and other inflows of assets whose use
is limited by donor-imposed stipulations that expire by the passage of time or can be fulfilled and
removed by actions of the Organization pursuant to those stipulations. Net assets with donor
restrictions also includes funds held in perpetuity as directed by donors, which specify the assets
donated be invested to provide a permanent source of income. As of June 30, 2019, there were
no net assets with donor restrictions held in perpetuity.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions that
affect amounts reported in the consolidated financial statements and accompanying notes. Actual results
could differ from those estimates.
Concentration of Credit Risk
The Organization maintains its cash balances at various financial institutions that are insured by the
Federal Deposit Insurance Corporation (FDIC) up to $250,000 per depositor. At various times throughout
the year, the balances in these accounts may be in excess of insured amounts. Money market funds are
protected under the Securities Investor Protection Corporation (SIPC) up to $500,000, with additional
private insurance purchased by the financial institution up to $1,150,000. The Organization has not
experienced any losses in such accounts and management believes that it is not exposed to any significant
risk on these excess deposits.
Cash and Cash Equivalents
The Organization considers all highly liquid investments, with an initial maturity of three months or less,
to be cash equivalents. The Organization holds its available cash in a checking and investment account
with a major United States bank and with a brokerage house, respectively.
Page 8
June 30, 2019
Grants and Accounts Receivable
Unconditional grants and accounts receivable are subject to an allowance for uncollectible amounts. The
Organization considers all grants and accounts receivable to be fully collectible at June 30, 2019.
Accordingly, no allowance for doubtful accounts was deemed necessary.
Investments
Investments consist of equities, bonds, exchange traded funds, and real estate investment trusts that are
recorded at their published fair market value. Unrealized and realized gains and losses are reflected as
increases or decreases in the consolidated statement of activities. Marketable equity securities or
investments received by donation are recorded at fair value on the date or receipt, are sold as soon as
practicable after receipt, and are classified based on the donor’s intention.
Dividend and interest income are recorded when received by the Organization, and are reflected net of
investment fees.
Fair Value Measurements
The Organization considers the use of market-based information over entity specific information in
valuing its investments, using a three-level hierarchy for fair value measurements based on the nature of
inputs used in the valuation of the financial assets, as of the measurement date.
The three-level hierarchy for fair value measurements is defined as follows:
• Level 1 inputs to the valuation methodology - quoted prices (unadjusted) for identical assets or
liabilities in active markets.
• Level 2 inputs to the valuation methodology - quoted prices for similar assets and liabilities in
active markets, and inputs that are observable for the asset or liability, either directly or indirectly,
for substantially the full term of the investment.
• Level 3 inputs to the valuation methodology - unobservable and significant to the fair value
measurement.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e.,
the exit price) in an orderly transaction between market participants at the measurement date. An asset
or liability’s categorization within the hierarchy is based upon the lowest level of input that is significant
to the fair value measurement.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation, or, if donated, at the fair
market value at the date of donation. Depreciation is computed using the straight-line method over the
estimated useful lives of the related assets which range from 3 to 7 years. The Organization capitalizes
assets with a cost or donated value of $5,000 or more and an estimated life greater than one year.
Page 9
June 30, 2019
Property and Equipment (continued)
Expenditures for major renewals and betterments that extend the useful lives of the property and
equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.
Management reviews long-lived assets for impairment when circumstances indicate the carrying amount
of the asset may not be recoverable.
Grants Payable
Unconditional grants are recognized as grant expense and a liability when the Organization approves the
grants. Grant refunds are recorded as receivable and as a reduction of grant expense at the time the
Organization becomes aware the grant will be refunded.
Sabbatical
The Organization offers a sabbatical to staff who have completed seven years of service subject to a
variety of limitations and conditions. There was no accrued sabbatical as of June 30, 2019.
Revenue Recognition
Contributions and Grants
Contributions and grants, including unconditional promises to give, from individuals, foundations,
and corporations, are recorded as without donor restricted, or with donor restricted support,
depending on the existence and/or nature of any donor restrictions.
Unconditional promises to give, including contributions from individuals and foundation grants,
are recorded at their net realizable values. Unconditional promises to give that are expected to
be collected in future years are recorded at the present value of estimated future cash flows.
Conditional promises to give are not included as support until such time the conditions are
substantially met.
Contributions - in-Kind
Donations of materials are recorded as support at their fair value on the date of the donation.
Donated services are recognized if the services received (a) create or enhance nonfinancial assets,
or (b) require specialized skills that are provided by individuals possessing those skills and would
typically need to be purchased if not provided by donation.
Academy Tuition
The Organization recognizes tuition fee revenue in the period in which the services are provided.
Page 10
June 30, 2019
Income Taxes
TC qualifies as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code and by
California Revenue and Taxation Code Section 23701(d), and accordingly, is not subject to federal and
California income taxes. BVIM is a single member LLC and considered a disregarded entity for federal
purposes. For state reporting purposes BVIM is subject to the California gross receipts tax and minimum
franchise tax of $800.
Each year, management considers whether any material tax position the Organization has taken is more
likely than not to be sustained upon examination by the applicable taxing authority. Management believes
that any positions the Organization has taken are supported by substantial authority, and hence, do not
need to be measured or disclosed in these consolidated financial statements.
Functional Allocation of Expenses
The Organization’s costs of providing the various programs and other activities have been summarized on
a functional basis in the consolidated statement of activities. Accordingly, certain shared costs have been
allocated among programs and supporting services benefited, pro rata based on average time spent.
Recently Issued Accounting Standards
The Financial Standards Board (FASB) also issued Accounting Standards Update (ASU) 2014-09, Revenue
from Contracts with Customers (Topic 606) (ASU 2014-09). The new standard is based on principles that
govern the recognition of revenue at an amount an entity expect to be entitled when products are
transferred to customers. The new standard will be effective for the Organization for the year ending June
30, 2020. The Organization is currently evaluating the impact on its consolidated financial statements.
In June 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU),
clarifying the Scope and Accounting Guidance for Contributions Received and Contributions Made (Topic
958). These amendments clarify and improve the scope and accounting guidance around contributions of
cash and other assets received and made by all entities, including business entities. The amendments
should assist entities in (1) evaluating whether transactions should be accounted for as contributions
(nonreciprocal transactions), or as exchange (reciprocal) transactions, and (2) determining whether a
contribution is conditional or unconditional. The new ASU does not apply to transfers of assets from
governments to business.
ASU 2018-08 will be effective for annual financial statements issued for fiscal years beginning after
December 15, 2018 for entities that serve as a resource recipient, and years beginning after December
15, 2019 for entities that serve as a resource provider. Early adoption is permitted. The Organization is
currently assessing the potential impact of this guidance on it consolidated financial statements.
Page 11
June 30, 2019
Recently Issued Accounting Standards (continued)
The FASB also issued ASU No. 2016-02, Leases (Topic 842)(ASU 2016-02) for lease accounting to increase
transparency and comparability among companies by requiring the recognition of lease assets and lease
liabilities by lessees. The new standard will be effective for the Organization for the year ending June 30,
2022 unless extended, and early adoption is permitted. The Organization is currently evaluating the timing
of its adoption and its impact on its consolidated financial statements.
Subsequent Events
Management has evaluated subsequent events and transactions for potential recognition or disclosure
through the date the consolidated financial statements are available to be issued, January 29, 2020.
3. NEW ACCOUNTING PRONOUNCEMENT
On August 18, 2016, FASB issued Accounting Standards Update (ASU) 2016-14, Not-for-Profit Entities
(Topic 958) – Presentation of Financial Statements of Not-for-Profit Entities. The Organization has adjusted
the presentation of its consolidated financial statements accordingly, applying the changes retrospectively
to the period presented. The new standards change the following aspects of the Organization’s
consolidated financial statements:
1. The unrestricted net asset class has been renamed net assets without donor restrictions. The
temporarily and permanently restricted net asset classes have been renamed net assets with
donor restrictions.
2. The notes to the consolidated financial statements include a new disclosure about the liquidity
and availability of resources (refer to Note 4).
4. LIQUIDITY AND AVILABILITY OF FINANCIAL ASSETS
The Organization has various sources that provide liquidity during the year such as contributions,
academy, and investment revenue.
The Organization considers net assets without donor restrictions to be available to meet cash needs for
general expenditures. General expenditures include programmatic expenses, administrative and general
expenses, and fundraising expenses that are expected to be paid in the subsequent year.
Page 12
June 30, 2019
4. LIQUIDITY AND AVILABILITY OF FINANCIAL ASSETS (continued)
The table below represents financial assets available to fund general operating expenditures within one
year at June 30, 2019:
Financial assets at June 30, 2019:

Cash and cash equivalents $ 4,010,163
Accounts receivable 4,645
Investments 2,070,005
Total financial assets 6,463,100
Less: Amounts not available to be used within one year:

Grants receivable restricted beyond one year 100,000
Net assets with donor restrictions 3,776,834
Total amounts not available to be used within one year 3,876,834
Financial assets available to meet general

expenditures within one year $ 2,586,266
5. GRANTS RECEIVABLE
At June 30, 2019, grants receivable are due as follows:
Receivable in less than one year $ 278,287

Receivable in two to five years 100,000
$ 378,287
In addition, at June 30, 2019, the Organization has conditional grants totaling $2,598,000, from various
grant agreements from four grantors to be made and recognized upon the approval by the grantor of the
annual reports in accordance with the terms of the various grant agreements.
Page 13
June 30, 2019
6. INVESTMENTS
At June 30, 2019, investments consisted of the following:
Fair Value Level 1 Level 2
Bond funds $ 129,898 $ 129,898 $ -

Equities 353,769 353,769 -
Equity funds 480,517 480,517 -
Exchange traded funds 485,749 485,749 -
Municipal bonds 571,822 - 571,822
REITs 48,250 48,250 -
$ 2,070,005 $ 1,498,183 $ 571,822
7. PROPERTY AND EQUIPMENT
At June 30, 2019, property and equipment are comprised of the following:
Furniture $ 5,065
Less: Accumulated depreciation (724)
$ 4,341
For the year ended June 30, 2019, depreciation expense amounted to $724.
Page 14
June 30, 2019
8. NET ASSETS WITH DONOR RESTRICTIONS
At June 30, 2019, net assets with donor restrictions consisted of the following:
Subject to purpose restrictions:

Africa Program $ 75,000
Black Lives Matter 3,354,654
Program Activities* 347,180
Promises to give subject to passage of time for
CLIMA Fund 25,000
3,801,834
Subject to passage of time:

Promises to give that are not restricted by donors,
but which are unavailable for expenditure until due 75,000
$ 3,876,834
During the year ended June 30, 2019, net assets with donor restrictions were released for the following
purposes:
Africa Program $ 257,564

Asia Program 119,500
Black Lives Matter 1,799,165
Latin American Program 374,750
Passage of time 1,759,600
Program Activities* 743,851
$ 5,054,430
*Program Activities include (Thousand Currents Academy, Artist in Residence, CLIMA Fund, Buen Vivir
Fund, and Mapping Project)
Page 15
June 30, 2019
9. LEASE OBLIGATIONS
The Organization leased facilities under various leases requiring monthly payments ranging from
approximately $380 to $4,600, which expired at various dates through March 2020. Future minimum lease
payments for facilities are as follows:
Year ended June 30,
2020 $ 41,580
Total rent expense amounted to $99,020 for the year ended June 30, 2019.
10. CONTINGENCIES
Grant Awards
Grant awards require the fulfillment of certain terms as set forth in the instrument of grant. Failure to
fulfill the terms of the grant award could result in the return of the funds to the grantors. The Organization
deems this contingency remote since by accepting the grants and their terms, it has accommodated the
objectives of the Organization to the provisions of the grants. The Organization’s management is of the
opinion that the Organization has complied with the terms of all grants.
11. CONCENTRATIONS
At June 30, 2019, the Organization had four donors representing approximately 86% of grants receivable.
For the year ended June 30, 2019, the Organization had one donor representing approximately 40% of
total support revenue.
Page 16

BLMGNF Thousand Currents Asset Transfer Agreement

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Suite 800

505 Montgomery Street

September 23, 2020

VIA EMAIL ([email protected])

Ms. Marie Lee

Re: Disposition of Assets by Thousand Currents (Reg. No. CT 059002)

Dear Charitable Trusts Section:

II. Proposed Transfer of Assets.

A copy of Thousand Currents’ Board minutes/resolutions authorizing this proposed

III. Registration with Registry of Charitable Trusts.

Thank you for your time and attention to this matter.

DAVIS WRIGHT TREMAINE LLP

The name of this corporation is INTERNATIONAL DEVELOPMENT

A. This corporation is a nonprofit public benefit

B. The specific purpose of this corporation is to engage in

The name and address in the State of California of this

A. This corporation is organized and operated exclusively

B. No substantial part of the activities of this

The property of this corporation is irrevocably dedicated to

debts and liabilities of this corporation shall be distributed to

DATED: May 9, 1985.

I declare that I am the person who executed the foregoing

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF INCORPORATION OF “BLACK LIVES MATTER

FOUNDATION, INC.”, FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF

OCTOBER, A.D. 2017, AT 5:18 O`CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE

NEW CASTLE COUNTY RECORDER OF DEEDS.

6518139 8100 Authentication: 203408162

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF AMENDMENT OF “BLACK LIVES MATTER

FOUNDATION, INC.”, CHANGING ITS NAME FROM "BLACK LIVES MATTER

FOUNDATION, INC." TO "BLACK LIVES MATTER GLOBAL NETWORK

FOUNDATION, INC.", FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY

OF AUGUST, A.D. 2019, AT 7:29 O`CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE

NEW CASTLE COUNTY RECORDER OF DEEDS.

6518139 8100 Authentication: 203462394

Amended and Restated Fiscal Sponsorship Agreement between

Thousand Currents' Mission:

Purpose of the Agreement

1. Obligations of Thousand Currents:

Currents in any manner consistent with Thousand Currents’ charitable purposes,

5. Prohibited Activities: No portion of the Funds shall be used:

c. Other unforeseen expenses relating to Thousand Currents’ support of BLM as mutually

For Thousand Currents:

Rajasvini Bhansali, Executive Director Date: June 29, 2018

Kailee Scales Director

GRANT AND ASSET TRANSFER AGREEMENT

Thousand Currents, a California nonprofit public benefit corporation (occasionally referred

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

2. Transfer of Certain Thousand Currents Assets and Liabilities to Grantee.

(i) Carry on propaganda or otherwise attempt to influence legislation within the

(iv) Undertake any activities for a non-charitable purpose.

(c) @`O\bSS eWZZ ^S`[Wb `S^`SaS\bObWdSa ]T KV]caO\R <c``S\ba b] dWaWb @`O\bSSka

Grantor: THOUSAND CURRENTS