Form 1023 Checklist: (Revised June 2006)

Form 1023 Checklist
(Revised June 2006)

Application for Recognition of Exemption under Section 501 (c)(3) of the
Internal Revenue Code
Note. Retain a copy of the completed Form 1023 in your permanent records. Refer to the General Instructions
regarding Public Inspection of approved applications.
Check each box to finish your application (Form 1023). Send this completed Checklist with your filled-in
application. If you have not answered all the items below, your application may be returned to you as
incomplete.
Ei 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.
EZI 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.
EZI Employer Identification Number (EIN)

EZI 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.
EZI Schedules. Submit only those schedules that apply to you and check either "Yes" or "No" below.

Schedule A Yes_ No _2L
Schedule E Yes - No ...L.

Schedule B Yes_ No _2L
No
S iedule F. Yes
Schedule C Yes_ NoL
Schedule G Yes_ No...L.

Schedule D Yes_ No-2L
Schedule H Yes.. No-2L
I
An exact copy of your complete articles of organization (creating document). Absence of the proper purpose
and dissolution clauses is the number one reason for delays in the issuance of determination letters.
Location of Purpose Clause from Part Ill, line 1 (Page, Article and Paragraph Number) _Page 1, Art. 3
Location of Dissolution Clause from Part Ill, line 2b or 2c (Page, Article and Paragraph Number) or by
Page 3, Art. 6
operation of state law
Signature of an officer, director, trustee, or other official who is authorized to sign the application.'
Signature at Part XI of Form 1023.
Your name on the application must be the same as your legal name as it appears in your articles of
organization.
Send completed Form 1023, user fee payment, and all other required information, to:
lii'
internal Re ue Service
P.O. Box
ZI?Z
Covington, KY 41012-0192
If you are using express mail or a delivery service, send Form 1023, user fee payment, and attachments to:
Internal Revenue Service
201 West Rivercenter Blvd.
Attn: Extracting Stop 312
Covington, KY 41011
Printed on ieyciod paper
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Form
2848
(Rev. June 2008)

Department of the Treasury
Internal Revenue service
Power of Attorney
and Declaration of Representative
-
Type or print
For IRS Use Only

Received by:
See the separate instructions.
Name
IThlI Power of Attorney

Telephone
Caution: Form 2848 will not be honored for any purpose other than representation before the IRS,
Function
1 Taxpayer information. Taxpayer(s) must sign and date this form on page 2, line 9.
Date
Social security number(s)
Taxpayer name(s) and address
Employer identification
number
StudentsFirst Institute
406 7th St NW, 2nd Floor
27
3659574
Washington, DC 20004
Daytime telephone number
Plan number (if applicable)
654-6200
202 )
hereby appoint(s) the following representative(s) as attorney(s)-in-fact:
2 Representat
Name and address
must sign and date this form on page 2, Part II.
Marc E. Elias
700 13th St NW, Suite 600, Washington, DC 20005
Name and address
Ezra W. Reese
700 13th St NW, Suite 600, Washington, DC 20005
CAFNo - ---------------- -------------------Telephone No. ........ .202.654.6200

Fax No------------- 202-654.621
Check if new: Address E
Telephone No. 0
Fax No. LI
CAF No.
3.96-71.R
?8
Telephone No. ........
.. .&0.
Fax No..............
Check if new: Address
Telephone No. Z
26?i1
Fax No. 0
Name and address
CAF No
Telephone No
FaxNo.----------------------------------------Check if new: Address 0
Telephone No. 0
Fax No. 0
to represent the taxpayer(s) before the Internal Revenue Service for the following tax matters:
3 Tax matters

Type of Tax (Income, Employment, Excise, etc.)
or Civil Penalty (see the instructions for line 3)
Application for Recognition of Exemption

Tax Form Number
(1040, 941, 720, etc.)
1023
Year(s) or Period(s)
(see the instructions for line 3)
2011-12
4 Specific use not recorded on Centralized Authorization File (CAF). If the power of attorney is for a specific use not recorded on CAF,
check this box. See the instructions for Line 4. Specific Uses Not Recorded on CAF ..............
5 Acts authorized. The representatives are authorized to receive and inspect confidential tax information and to perform any and all acts that
I (we) can perform with respect to the tax matters described on line 3, for example, the authority to sign any agreements, consents, or other
documents. The authority does not include the power to receive refund checks (see line 6 below), the power to substitute another representative
or add additional representatives, the power to sign certain returns, or the power to execute a request for disclosure of tax returns or return
Information to a third party. See the line 5 Instructions for more information.
Exceptions. An unenrolled return preparer cannot sign any document for a taxpayer and may only represent taxpayers in limited situations.
See Unenrolled Return Preparer on page 1 of the instructions. An enrolled actuary may only represent taxpayers to the extent provided in
section 10.3(d) of Treasury Department Circular No. 230 (Circular 230). An enrolled retirement plan administrator may only represent taxpayers
to the extent provided in section 10.3(e) of Circular 230. See the line 5 instructions for restrictions on tax matters partners. In most cases,
the student practitioner's (levels k and I) authority is limited (for example, they may only practice under the supervision of another practitioner).
List any specific additions or deletions to the acts otherwise authorized in this power of attorney...........................................
6 Receipt of refund checks. If you want to authorize a representative named on line 2 to receive, BUT NOT TO ENDORSE OR CASH, refund
checks, initial here
and list the name of that representative below.
Name of representative to receive refund check(s)
For Privacy Act and Paperwork Reduction Act Notice, see page 4 of the instructions.
Cat. No. 11980J
Form
2848
(Rev. 6-2008)
Page
Fo'm 2845 (Rev. 62OO8)
7 Notices and communications. Original notices and other written communications will be sent to you and a copy to the first
representative listed on line 2.
a If you also want the second representative listed to receive a copy of notices and communications, check this box .....
b U you do not want any notices or communications sent to your representative(s), check this box
"
8 Retention/revocation of prior power(s) of attorney. The filing of this power of attorney automatically revokes all cattier power(s) of
attorney on file with the Internal Revenue Service for the same tax matters and years or periods covered by this document. if youdo not
want to revoke a prior power of attorney, check here........................
U
0
YOU MUST ATTACH A COPY OF ANY POWER OF ATTORNEY YOU WANT TO REMAIN IN EFFECT.
9 Signature of taxpayer(s). If a tax matter concerns a joint return, both husband and wife must signif joint representation is requested,
otherwise, see the Instructions. 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.
10- IF NOT SIG D A D D, THIS POWER OF ATTORNEY WILL BE RETURNED.
President
Signature
Michelle Rhea
Date
GOD
PIN Number
Print Name
..............................
Print Name
IflHlI Declaration
SludentsFlrst Institute
Print name
Date
Signature
Title (if applicable)
of taxpayer from line 1 if other than individual
Title (d applicable)
00000
PIN Number
of Representative
Cautlopi: Students with a special order to represent taxpayers In qualified Low Income Taxpayer Clinics or the Student Tax Clinic Program (levels
k and (J, see the instructions for Part II.
Under penalties of perjury, I declare that:
I am not currently under suspension or disbarment from practice before the Internal Revenue Service;
I am aware of regulations contained In Circular 230 (31 CFR, Part 10), as amended, concerning the practice of attorneys, certified public
accountants, enrolled agents, enrolled actuaries, and others;
I am authorized to represent the taxpayer(s) identified in Part I for the tax matter(s) specified there: and
I am one of the following:
Attorneya member in good standing of the bar of the highest court of the jurisdiction shown below.
b Certified Public Accountantduly, qualified to practice as a certified public accountant in the jurisdiction shown below.
c Enrolled Agentenrolled as an agent under the requirements of Circular 230.
d Officera bona tide officer of the taxpayer's organization.
o Full-Time Employeea full-time employee of the taxpayer.
I Family Member--a member of the taxpayer's immediate family (for example, spouse, parent, child, brother, or aiste4.
9 Enrolled Actuaryenrolled as an actuary by the Joint Board for the Enrollment of Actuaries under 29 U.S.C. 1242 (the authority to
practice before the Internal Revenue Service is limited by section 10.3(d) of Circular 230).
h Unwirolled Return Preparerthe authority to practice before the Internal Revenue Service is limited by Circular 230, section
1 0.7(cX 1 ) ril. You must have prepared the return in question and the return must be under examination by the IRS. See Unonrolled
Return Preparer on page 1 of the Instructions.
k Student Attorneystudent who receives permission to practice before the IRS by virtue of their status as a law student under section
10.7(d) of Circular 230.
I Student CPAStudent who receives permission to practice before the IRS by virtue of their status as a CPA student under section
10.7(d) of Circular 230.
r Enrolled Retirement Plan Agentenrolled as a retirement plan agent under the requirements of Circular 230 (the authority to practice
before the Internal Revenue Service is limited by section 10.3(e)).
' IF THIS DECLARATION OF REPRESENTATIVE IS NOT SIGNED AND DATED, THE POWER OF ATTORNEY WILL
BE RETURNED. See the Part II Instructions.

Designationinsert Jurisdiction (state) or
above letter (ar)
Identification
Date
DC
Fotm
2848 (Rev. 6-2008)
1023
(Rev. June 20(36)
Application for Recognition of Exemption
OMB No. 1545-0056
Note: If exempt status is

approved, this
application will be open
for oublic insDection.
Under Section 501(c)(3) of the Internal Revenue Code
Department of the Treasury

Internal Revenue Service
Use the instructions to complete this application and for a definition of all bold items. For additional help, call IRS Exempt
Organizations Customer Account Services toll-free at 1-877-829-5500. Visit our website at www.irs.gov for forms and
publications. If the required information and documents are not submitted with payment of the appropriate user fee, the
application may be returned to you.
Attach additional sheets to this application if you need more space to answer fully. Put your name and EIN on each sheet and
identify each answer by Part and line number. Complete Parts I - XI of Form 1023 and submit only those Schedules (A through
H) that apply to you.
Identification of Applicant
I Full name of organization (exactly as it appears in your organizing document)
2 do Name (if applicable)
3 Mailing address (Number and Street) (See instructions)

406 7th St NW
Room/Suite 4 Employer Identification Number (EIN)

2nd Floor
City or town, state or country, and ZIP + 4

27-3659685
5 Month the annual accounting period ends (01 - 12)
07
6 Primary contact (officer, directOr, trustee, or authorized representative)

a Name: Ezra W. Reese
202.654.6200
b Phone:
c Fax: (optional)
202.654.6211
7 Are you represented by an authorized representative, such as an attorney or accountant? If "Yes,"

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.
IlI
Yes
No
8 Was a person who is not one of your officers, directors, trustees, employees, or an authorized
representative listed in line 7, paid, or promised payment, to help plan, manage, or advise you about
the structure or activities of your organization, or about your financial or tax matters? If "Yes,"
provide the 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.
Yes
No
Yes
121 No
9a Organization's website:
b Organization's email: (optional)
10 Certain organizations are not required to file an information return (Form 990 or Form 990-EZ). If you
are granted tax-exemption, are you claiming to be excused from filing Form 990 or Form 990-EZ? If
"Yes," explain. See the instructions for a description of organizations not required to file Form 990 or
Form 990-EZ.
11 Date incorporated if a corporation, or formed, if other than a corporation. (MMIDD/YYYY)

12 Were you formed under the laws of a foreign country?
If "Yes," state the country.
For Paperwork Reduction Act Notice, see page 24 of the instructions,
cat. No. 17133K
10 / 12 /
El Yes
Form
2010
No
1023 (Rev. 6-2006)
Form 1023 (Rev. 6-2006)
Name: StudentsFirst
Initiative
EIN: 27- 3659685
Page
iIThitI Organizational Structure

You must be a corporation (including a limited liability company), an unincorporated association, or a trust to be tax exempt.
(See instructions.) DO NOT file this form unless you can check "Yes" on lines 1, 2, 3, or 4.
1 Are you a corporation? If "Yes," attach a copy of your articles of incorporation showing certification E21 Yes
of filing with the appropriate state agency. Include copies of any amendments to your articles and
be sure they also show state filing certification.
0 No
2 Are you a limited liability company (LLC)? If Yes," attach a copy of your articles of organization showing 0 Yes
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.
0 No
3 Are you an unincorporated association? If "Yes," attach a copy of your articles of association,
constitution, or other similar organizing document that is dated and includes at least two signatures.
Include signed and dated copies of any amendments.
El Yes
121 No
4a Are you a trust? If "Yes," attach a signed and dated copy of your trust agreement. Include signed
and dated copies of any amendments.
b Have you been funded? If "No," explain how you are formed without anything of value placed in trust.
LI Yes
121 No
0 Yes
5 Have you adopted bylaws? If "Yes," attach a current copy showing date of adoption. If "No," explain jj Yes
how your officers, directors, or trustees are selected.
-
90M
Required Provisions in Your Organizing Document
0 No
No
The following questions are designed to ensure that when you file this application, your organizing document contains the required provisions
to meet the organizational test under section 501(c)(3). Unless you can check the boxes in both lines 1 and 2, your organizing document
does not meet the organizational test. DO NOT file this application until you have amended your organizing document. Submit your
original and amended organizing documents (showing state filing certification if you are a corporation or an LLC) with your application.
1 Section 501 (c)(3) requires that your organizing document state your exempt purpose(s), such as charitable,
religious, educational, and/or scientific purposes. Check the box to confirm that your organizing document
meets this requirement. Describe specifically where your organizing document meets this requirement, such as
a reference to a particular article or section in your organizing document. Refer to the instructions for exempt
purpose language. Location of Purpose Clause (Page, Article, and Paragraph): Page 1, Art. 3
2a Section 501(c)(3) requires that upon dissolution of your organization, your remaining assets must be used exclusively
for exempt purposes, such as charitable, religious, educational, and/or scientific purposes. Check the box on line 2a to
confirm that your organizing document meets this requirement by express provision for the distribution of assets upon
dissolution. If you rely on state law for your dissolution provision, do not check the box on line 2a and go to tine 2c.
2b If you checked the box on line 2a, specify the location of your dissolution clause (Page, Article, and Paragraph).
Do not complete line 2c if you checked box 2a. Page J, Art. b
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:
IIT1k'1 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 appliOation, 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.
EM
Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees,
Employees, and Independent Contractors
la List the names, titles, and mailing addresses of all of your officers, directors, and trustees. For each person listed, state their
total annual compensation, or proposed compensation, for all services to the organization, whether as an officer, employee, or
other position. Use actual figures, if available. Enter "none" if no compensation is or will be paid. If additional space is needed,
attach a separate sheet. Refer to the instructions for information on what to include as compensation.
Name
Title
Michelle Rhee
President! Director
David Coleman
Treasurer! Director
Ann-Margaret Michael
Secretary I Director
Jason Zimba
Director
Mailing address
406 7th St NW
I Union Square South, 22E
New York, NY 10003
I Union Square South, 22.
1135 South Stream Road
Bennington VT 05201
Compensation amount
(annual actual or estimated)
$125,000
$0
$0
$0
Form 1023 (Rev. 6-2006)
Form 1023 (Rev. 6-2006)
Name: StudentsFirst
Initiative
EIN:
27 3659685
Page
aia Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees,
Employees, and Independent Contractors
(Continued)
b List the names, titles, and mailing addresses of each of your five highest compensated employees who receive or will
receive compensation of more than $50,000 per year. Use the actual figure, if available. Refer to the instructions for
information on what to include as compensation. Do not include officers, directors, or trustees listed in line 1 a.
Name
Title
Mailing address
Dmitri Mehihorn
Coo
Mafara Hobson
Press Secretary

Kathleen deLaski
Editor in Chief
Kate Gottfredson
Vice President - Policy
Bridget Davis
Research Director
Compensation amount
406 7th St NW
406 7th St NW
.DC
Washinato-n-.-,D
- - 20004
406 7th St NW
406 7th St NW
406 7th St NW
Washinaton. DC 20004
$112,500
$135,000
$170,000
$93,750
$112,500
c List the names, names of businesses, and mailing addresses of your five highest compensated independent contractors
that receive or will receive compensation of more than $50,000 per year. Use the actual figure, if available. Refer to the
instructions for information on what to include as compensation.
Name
Title
Perkins Cole LLP
Outside Counsel
Blue State Digital
Website & Internet Services
SKDKnickerbocker
Mass Media Consultants
Mailing address
Compensation amount
700 13th St NW, Suite 600

406 7th Street NW 3rd Floor
1818 N St. NW, Suite 450
Washinaton. DC 20036
$200,000
$288,000
$270,000
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? If "Yes," identify the individuals and explain the relationship.
L1 Yes
0 No
b Do you have a business relationship with any of your officers, directors, or trustees other than
through their position as an officer, director, or trustee? If "Yes," identify the individuals and describe
the business relationship with each of your officers, directors, or trustees.
0 Yes
0 No
c Are any of your officers, directors, or trustees related to your highest compensated employees or
highest compensated independent contractors listed on lines lb or lc through family or business
relationships? If "Yes," identify the individuals and explain the relationship.
0 Yes
IZI No
EZI Yes
0 No
a Do you or will the individuals that approve compensation arrangements follow a conflict of interest policy?
LZJ Yes
b Do you or will you approve compensation arrangements in advance of paying compensation?
IZI Yes
c Do you or will you document in writing the date and terms of approved compensation arrangements? 0 Yes
0 No
0 No
0 No
3a For each of your officers, directors, trustees, highest compensated employees, and highest
compensated independent contractors listed on lines la, ib, or ic, attach a list showing their name,
qualifications, average hours worked, and duties.
b Do any of your officers, directors, trustees, highest compensated employees, and highest
compensated independent contractors listed on lines la, lb, or ic receive compensation from any
other organizations, whether tax exempt or taxable, that are related to you through common
control? If "Yes," identify the individuals, explain the relationship between you and the other
organization, and describe the compensation arrangement.
4 In establishing the compensation for your officers, directors, trustees, highest compensated
employees, and highest compensated independent contractors listed on lines 1 a, 1b, and 1c, the
following practices are recommended, although they are not required to obtain exemption. Answer
"Yes" to all the practices you use.
Form
1023
(Rev. 6-2006)
Form 1023 (Rev. 6-2006)
UTI1
Name: StudentsFirst
Initiative
EIN:
27 - 3659685
Page 4
Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees,
Employees, and Independent Contractors (Continued)
d Do you or will you record in writing the decision made by each individual who decided or voted on
compensation arrangements?
Ij Yes
0 No
e Do you or will you approve compensation arrangements based on information about compensation paid by El1 Yes
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 la, lb. and ic, for information on what to include as compensation.
0 No
f Do you or will you record in writing both the information on which you relied to base your decision
and its source?
g If you answered "No" to any item on lines 4a through 4f, describe how you set compensation that is
reasonable for your officers, directors, trustees, highest compensated employees, and highest
compensated independent contractors listed in Part V, lines la, ib, and ic.
0 No
111
Yes
5a Have you adopted a conflict of interest policy consistent with the sample conflict of interest policy
es
0 No
in Appendix A to the instructions? If "Yes," provide a copy of the policy and explain how the policy
has been adopted, such as by resolution of your governing board. If "No," answer lines 5b and 5c.
b What procedures will you follow to assure that persons who have a conflict of interest will not have
influence over you for setting their own compensation?
c What procedures will you follow to assure that persons who have a conflict of interest will not have
influence over you regarding business deals with themselves?
Note: A conflict of interest policy is recommended though it is not required to obtain exemption.
Hospitals, see Schedule C, Section I, line 14.
6a Do you or will you compensate any of your officers, directors, trustees, highest compensated employees,
and highest compensated independent contractors listed in lines la, lb, or ic 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 d, lines la, lb, and ic, for information on what to include as compensation.
b Do you or will you compensate any of your employees, other than your officers, directors, trustees,
or your five highest compensated employees who receive or will receive compensation of more than
$50,000 per year, through non-fixed payments, such as discretionary bonuses or revenue-based
payments? If "Yes," describe all non-fixed compensation arrangements, including how the amounts
are or will be determined, who is or will be eligible for such arrangements, whether you place or will
place a limitation on total compensation, and how you determine or will determine that you pay no
more than reasonable compensation for services. Refer to the instructions for Part V, lines 1 a, 1 b,
and lc, for information on what to include as compensation.
0 Yes
Yes
IZI
No
7a Do you or will you purchase any goods, services, or assets from any of your officers, directors,
trustees, highest compensated employees, or highest compensated independent contractors listed in
lines la, ib, or lc? 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.
0 Yes
IZI
No
b Do you or will you sell any goods, services, or assets to any of your officers, directors, trustees,
highest compensated employees, or highest compensated independent contractors listed in lines 1 a,
ib, or ic? 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.
0 Yes
!Z] No
8a Do you or will you have any leases, contracts, loans, or other agreements with your officers, directors, 0 Yes
trustees, highest compensated employees, or highest compensated independent contractors listed in
lines la, lb, or ic? If "Yes," provide the information requested in lines. 8b through 8f.
IZI No
EJ No
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 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.
121 Yes
Form
1023
0 No
(Rev. 6-2006)
Form 1023 (Rev. 6-2006)
Name: StudentsFirst
Initiative
EIN:
27 - 3659685
Page
I1ThI'1 Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees,
Employees, and Independent Contractors (Continued)
b Describe any written or oral arrangements you made or intend to make.
c Identify with whom you have or will have such arrangements.
d Explain how the terms are or will be negotiated at arm's length.
e Explain how you determine or will determine you pay no more than fair market value or that you are
paid at least fair market value.
f Attach a copy of any signed leases, contracts, loans, or other agreements relating to such arrangements.
ITh'dI 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 In carrying out your exempt purposes, do you provide goods, services, or funds to individuals? If
"Yes," describe each program that provides goods, services, or funds to individuals.
b In carrying out your exempt purposes, do you provide goods, services, or funds to organizations? If
"Yes," describe each program that provides goods, services, or funds to organizations.
0 Yes
Z1
No
No
Yes
2 Do any of your programs limit the provision of goods, services, or funds to a specific individual or
group of specific individuals? For example, answer "Yes," if goods, services, or funds are provided
only for a particular individual, your members, individuals who work for a particular employer, or
graduates of a particular school. If "Yes," explain the limitation and how recipients are selected for
each program.
Yes
IlI No
3 Do any individuals who receive goods, services, or funds through your programs have a family or
business relationship with any officer, director, trustee, or with any of your highest compensated
employees or highest compensated independent contractors listed in Part V, lines la, ib, and ic? If
"Yes," explain how these related individuals are eligible for goods, services, or funds.
Yes
21
LI
Yes
121 No
D Yes
121 No
No
IFJI'1lI Your History

The following "Yes" or "No" questions relate to your history. (See instructions.)
1 Are you a successor to another organization? Answer "Yes," if you have taken or will take over the
activities of another organization; you took over 25% or more of the fair market value of the net
assets of another organization; or you were established upon the conversion of an organization from
for-profit to non-profit status. If "Yes," complete Schedule G.
2 Are you submitting this application more than 27 months after the end of the month in which you
were legally formed? If "Yes," complete Schedule E.
ITh'4llI Your Specific Activities

The following "Yes" or "No" questions relate to specific activities that you may conduct. Check the appropriate box. Your
answers should pertain to past, present, and planned activities. (See instructions.)
I Do you support or oppose candidates in political campaigns in any way? If "Yes," explain.
0 Yes
121 No
2a Do you attempt to influence legislation? If "Yes," explain how you attempt to influence legislation
and complete line 2b. If "No" go to line 3a.
-
121 Yes
LI No
0 Yes
121
No
Yes
121
No
0 Yes
121
No
b Have you made or are you making an election to have your legislative activities measured by
expenditures by filing Form 5768? If "Yes," attach a copy of the Form 5768 that was already filed or
attach a completed Form 5768 that you are filing with this application. If "No," describe whether your
attempts to influence legislation are a substantial part of your activities. Include the time and money
spent on your attempts to influence legislation as compared to your total activities.
3a Do you or will you operate bingo or gaming activities? If "Yes," describe who conducts them, and
list all revenue received or expected to be received and expenses paid or expected to be paid in
operating these activities. Revenue and expenses should be provided for the time periods specified
in Part IX, Financial Data.
b Do you or will you enter into contracts or other agreements with individuals or organizations to
conduct bingo or gaming for you? If "Yes," describe any written or oral arrangements that you made
or intend to make, identify with whom you have or will have such arrangements, explain how the
terms are or will be negotiated at arm's length, and explain how you determine or will determine you
pay no more than fair market value or you will be paid at least fair market value. Attach copies or
any written contracts or other agreements relating to such arrangements.
c List the states and local jurisdictions, including Indian Reservations, in which you conduct or will
conduct gaming or bingo.
Form 1023 (Rev. 6-2006)
Form 1023 (Rev. 6-2006)

Name: StudentsFirst Initiative
ITh'AllI Your Specific Activities (Continued)
EIN:
27 - 3659685
Page
4a Do you or will you undertake fundraising? If "Yes," check all the fundraising programs you do or will 121 Yes
conduct. (See instructions.)
121 mail solicitations
[J phone solicitations
121 email solicitations
0 accept donations on your website
0 receive donations from another organization's website
121 personal solicitations
0 government grant solicitations
0 vehicle, boat, plane, or similar donations
0 Other
121 foundation grant solicitations
El No
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 "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.
0 Yes
121 No
c Do you or will you engage in fundraising activities for other organizations? If "Yes," describe these
arrangements. Include a description of the organizations for which you raise funds and attach copies
of all contracts or agreements.
0 Yes
121 No
0 Yes
121 No
d List all states andlocal jurisdictions in which you conduct fundraising. For each state or local
jurisdiction listed, specify whether you fundraise for your own organization, you fundraise for another
organization, or another organization fundraises for you.
e Do you or will you maintain separate accounts for any contributor under which the contributor has
the right to advise on the use or distribution of funds? Answer "Yes" if the donor may provide advice
on the types of investments, distributions from the types of investments, or the distribution from the
donor's contribution account. If "Yes," describe this program, including the type of advice that may
be provided and submit copies of any written materials provided to donors.
5 Are you affiliated with a governmental unit? If "Yes," explain.
0 Yes
ILl No
6a Do you or will you engage in economic development? If "Yes," describe your program.
b Describe in full who benefits from your economic development activities and how the activities
promote exempt purposes.
0 Yes
121 No
7a Do or will persons other than your employees or volunteers develop your facilities? If "Yes," describe 0 Yes
each facility, the role of the developer, and any business or family relationship(s) between the
developer and your officers, directors, or trustees.
ELI No
b Do or will persons other than your employees or volunteers manage your activities or facilities? If
"Yes," describe each activity and facility, the role of the manager, and any business or family
relationship(s) between the manager and your officers, directors, or trustees.
0 Yes
ELI No
8 Do you or will you enter into joint ventures, including partnerships or limited liability companies
treated as partnerships, in which you share profits and losses with partners other than section
501 (c)(3) organizations? If "Yes," describe the activities of these joint ventures in which you
participate.
El Yes
0 No
9a Are you applying for exemption as a childcare organization under section 501(k)? If "Yes," answer
lines 9b through 9d. If "No," go to line 10.
DYes 0 No
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.
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).
DYes El No
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).
El Yes
d Are your services available to the general public? If "No," describe the specific group of people for
whom your activities are available. Also, see the instructions and explain how you qualify as a
childcare organization described in section 501(k).
El Yes DNo
10 Do you or will you publish, own, or have rights in music, literature, tapes, artworks, choreography,
scientific discoveries, or other intellectual property? If "Yes," explain. Describe who owns or will
own any copyrights, patents, or trademarks, whether fees are or will be charged, how the fees are
determined, and how any items are or will be produced, distributed, and marketed.
El Yes
Form
1023
El No
121 No
(Rev. 6-2006)
Form 1023 (Rev. 6-2006)
Name: StudentsFirst
Initiative
EIN: 27 - 3659685
Page 7
1flTh'1ll1 Your Specific Activities (Continued)
11 Do you or will you accept contributions of: real property; conservation easements; closely held
securities; intellectual property such as patents, trademarks, and copyrights; works of music or art;
licenses; royalties; automobiles, boats, planes, or other vehicles; or collectibles of any type? If "Yes,'
describe each type of contribution, any conditions imposed by the donor on the contribution, and
any agreements with the donor regarding the contribution.
0 Yes
IZ No
12a Do you or will you operate in a foreign country or countries? If "Yes," answer lines 12b through
12d. If "No," go to line 13a.
b Name the foreign countries and regions within the countries in which you operate.
c Describe your operations in each country and region in which you operate.
d Describe how your operations in each country and region further your exempt purposes.
0 Yes
121 No
13a Do you or will you make grants, loans, or other distributions to organization(s)? If "Yes," answer lines 121 Yes
13b through 13g. If "No," go to line 14a.
0 No
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.
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:
(j) Do you require an application form? If "Yes," attach a copy of the form.
(ii) Do you require a grant proposal? If "Yes," describe whether the grant proposal specifies your
responsibilities and those of the grantee, obligates the grantee to use the grant funds only for the
purposes for which the grant was made, provides for periodic written reports concerning the use
of grant funds, requires a final written report and an accounting of how grant funds were used,
and acknowledges your authority to withhold and/or recover grant funds in case such funds are,
or appear to be, misused.
0 Yes
121 No
LI Yes
121
E21 Yes
No
0 No
0 Yes
121
g Describe your procedures for oversight of distributions that assure you the resources are used to
further your exempt purposes, including whether you require periodic and final reports on the use of
resoUrces.
14a Do you or will you make grants, loans, or other distributions to foreign organizations? If "Yes,"
answer lines 14b through 14f. If "No," go to line 15.
No
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 LI Yes
or specific organization? If "Yes," list all earmarked organizations or countries.
LI No
d Do your contributors know that you have ultimate authority to use contributions made to you at your 0 Yes
discretion for purposes consistent with your exempt purposes? If "Yes," describe how you relay this
information to contributors.
LI No
e Do you or will you make pre-grant inquiries about the recipient organization? If "Yes," describe these 0 Yes
inquiries, including whether you inquire about the recipient's financial status, its tax-exempt status
under the Internal Revenue Code, its ability to accomplish the purpose for which the resources are
provided, and other relevant information.
I Do you or will you use any additional procedures to ensure that your distributions to foreign
organizations are used in furtherance of your exempt purposes? If "Yes," describe these procedures,
including site visits by your employees or compliance checks by impartial experts, to verify that grant
funds are being used appropriately.
LI Yes
No
LI No
Form 1023 (Rev. 6-2006)
e. .,4...e..
I:e;...i;.
-ry
')fltflrfle
16 Are you applying for exemption as a cooperative hospital service organization under section
501(e)? If "Yes," explain.
0 Yes
0 No
17 Are you applying for exemption as a cooperative service organization of operating educational
organizations under section 501(0? If "Yes." exolain.

18 Are you applying for exemption as a charitable risk pool under section 501
0 Yes
LZI No
19 Do you or will you operate a school? If "Yes," complete Schedule B. Answer "Yes," whether you
operate a school as your main function or as a secondary activity.
20 Is your main function to provide hospital or medical care? If "Yes," complete Schedule C.
0 Yes
IJ No
0 Yes
0 Yes
IZI No
IZI No
22 Do you or will you provide scholarships, fellowships, educational loans, or other educational grants to 0 Yes
individuals, including grants for travel, study, or other similar purposes? If "Yes," complete
Schedule H.
Note: Private foundations may use Schedule H to request advance approval of individual grant
procedures.
IZI No
1023
(Rev. 6-2006)
21 Do you or will you provide low-income housing or housing for the elderly or handicapped? If
"Yes," complete Schedule F.
No
Form
Form 1023 (Rev. 6-2006)
EIN: 27 - 3659685
page 9
IThIEI Financial Data

For purposes of this schedule, years in existence refer to completed tax years. If in existence 4 or more years, complete the
schedule for the most recent 4 tax years. If in existence more than 1 year but less than 4 years, complete the statements for
each year in existence and provide projections of your likely revenues and expenses based on a reasonable and good faith
estimate of your future finances for a total of 3 years of financial information. If in existence less than 1 year, provide projections
of your likely revenues and expenses for the current year and the 2 following years, based on a reasonable and good faith
estimate of your future finances for a total of 3 years of financial information. (See instructions.)
A. Statement of Revenues and Expenses
Type of revenue or expense
Current tax year
3 prior tax years or 2 succeeding tax years
(a) From .L41?. (b) From

To
To ..!?P!i..
1 Gifts, grants, and

contributions received (do not
include unusual grants)
3 Gross investment income
4 Net unrelated business
income
5 Taxes levied for your benefit
O
0
0
Ol
01
6 Value of services or facilities

furnished by a governmental
unit without charge (not
including the value of services
generally furnished to the
public without charge)
7 Any revenue not otherwise
listed above or in lines 9-12
below (attach an itemized list)
8 Total of lines 1 through 7
9 Gross receipts from admissions,
merchandise sold or services
performed, or furnishing of
facilities in any activity that is
related to your exempt
purposes (attach itemized list)
10 Total of lines 8 and 9
11 Net gain or loss on sale of
capital assets (attach
schedule and see instructions)
13 Total Revenue
Add lines 10 through 12
14 Fundraising expenses
15 Contributions, gifts, grants,
and similar amounts paid out
(attach an itemized list)
F.
CL
75,000,000
0
0
(d) From------------(e) Provide Total for

(a) through (d)
To ............
100,000,000
0
0
01
01
0
0
0
000
-
000
0
75.000.000
100
0
000

0
75,000,000
0
0
0

0
000
75,000,000

0
50,000,000
100,0 000
16 Disbursements to or for the

benefit of members (attach an
itemized list)
17 Compensation of officers,
directors, and trustees
18 Other salaries and wages
19 Interest expense
20 Occupancy (rent, utilities, etc.)
21 Depreciation and depletion
22 Professional fees
(c) From.
To
?Pi.1.
0
000

0
0

000
0
0
O
01
0
160,000
0
788,000
125,000
6.004.4531

0

240,000

0

853,000
23 Any expense not otherwise

classified, such as program
services (attach itemized list)
1,565,816
3,639,996
24 Total Expenses
Add lines 14 throuah 23
0,292,906
60,862,449
a
1 000
10.0 378
0
000
0
917
5 7
117
Form 1023 (Rev. 6-2006)

Financial Data

B. Balance Sheet
jr most
Form 1023 (Rev. 6-2006)
EIN:
27 - 3659685
tax
Page
10
2011
(Whole dollars)
Assets

1 Cash................................
$1,305,476

2 Accounts receivable, net .........................
0

3 Inventories ..............................
0
4 Bonds and notes receivable (attach an itemized list) ................
0
5 Corporate stocks (attach an itemized list)
0

6 Loans receivable (attach an itemized list) ....................
0

7 Other investments (attach an itemized list) ...................
0
8 Depreciable and depletable assets (attach an itemized list) ..............
0

9 Land................................
0

10 Other assets (attach an itemized list) .....................
0

11
Total Assets (add lines 1 through 10) .................
1,305,476
-
Liabilities
12 Accounts payable
0

13 Contributions, gifts, grants, etc. payable .....................
0
14 Mortgages and notes payable (attach an itemized list)
0
L
15 Other liabilities (attach an itemized list)
0

16
Total Liabilities (add lines 12 through 15)
0
Fund Balances or Net Assets
17
Total fund balances or net assets ......................
1,305,4760

18
Total Liabilities and Fund Balances or Net Assets (add lines 16 and 17) .....
1,305,4760
19 Have there been any substantial changes in your assets or liabilities since the end of the period
DYes 21 No
shown above? If "Yes," explain.
I14 Public Charity Status
Part X is, designed to classify you as an organization that is either a private foundation or a public charity. Public charity status
is a more favorable tax status than private foundation status. If you are a private foundation, Part X is designed to further
determine whether you are a private operating foundation. (See instructions.)
la Are you a private foundation? If "Yes," go to line lb. If "No," go to line 5 and proceed as instructed.
If you are unsure, see the instructions.
Year End:
LI Yes
b As a private foundation, section 508(e) requires special provisions in your organizing document in
addition to those that apply to all organizations described in section 501(c)(3). Check the box to
confirm that your organizing document meets this requirement, whether by express provision or by
reliance on operation of state law. Attach a statement that describes specifically where your
organizing document meets this requirement, such as a reference to a particular article or section in
your organizing document or by operation of state law. See the instructions, including Appendix B,
for information about the special provisions that need to be contained in your organizing document.
Go to line 2.
171 No
0
2 Are you a private operating foundation? To be a private operating foundation you must engage
directly in the active conduct of charitable, religious, educational, and similar activities, as opposed
to indirectly carrying out these activities by providing grants to individuals or other organizations. If
"Yes," go to line 3. If "No," go to the signature section of Part Xl.
0 Yes
0 No
3 Have you existed for one or more years? If "Yes," attach financial information showing that you are a private
operating foundation; go to the signature section of Part A. If "No," continue to line 4.
0 Yes
0 No
4 Have you attached either (1) an affidavit or opinion of counsel, (including a written affidavit or opinion 0 Yes
from a certified public accountant or accounting firm with expertise regarding this tax law matter),
that sets forth facts concerning your operations and support to demonstrate that you are likely to
satisfy the requirements to be classified as a private operating foundation; or (2) a statement
describing your proposed operations as a private operating foundation?
0 No
5 If you answered "No" to line 1 a, 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 1 70(b)(l)(A)O)a church or a convention or association of churches. Complete and attach Schedule A.
b 509(a)(1) and 170(b)(1)(A)ii)a school. Complete and attach Schedule B.
c 509(a)(1) and 170(b)(1)(A)(iii)a hospital, a cooperative hospital service organization, or a medical research
organization operated in conjunction with a hospital. Complete and attach Schedule C.
0
0
0
ci 509(a)(3)an organization supporting either one or more organizations described in line 5a through c, f, g, or h
or a publicly supported section 501 (c)(4), (5), or (6) organization. Complete and attach Schedule D.
Form
1023
(Rev. 6.2006)
Form 1023 (Rev. 6-2006)
17 gM
.
Name: StudentsFirst
Initiative
FIN:
27 -3659685
Page
11
Public Charity Status (Continued)
0
0
I1
0
e 509(a)(4)an organization organized and operated exclusively for testing for public safety.
f 509(a)(1) and 170(b)(1)(A)(iv)an organization operated for the benefit of a college or university that is owned or
operated by a governmental unit.
g 509(a)(1) and 1 70(b)(1)(A)(vi)an organization that receives a substantial part of its financial support in the form
of contributions from publicly supported organizations, from a governmental unit, or from the general public.
h 509(a)(2)an organization that normally receives not more than one-third of its financial support from gross
investment income and receives more than one-third of its financial support from contributions, membership
fees, and gross receipts from activities related to its exempt functions (subject to certain exceptions).
i A publicly supported organization, but unsure if it is described in 5g or 5h. The organization would like the IRS to
decide the correct status.
6 If y hecked box *g, h, or i in question 5 above, you must request either an adv/
or a definitive ruling by
sole
one of the boxes below. Refer to the instructions to determine which typuling you are eligible to
ive.
0
0
a Reque
Advance Ruling: By checking this box and signing the consent,uant to section 65
(4) of
the Code
equest an advance ruling and agree to extend the statute of lins on the asse
nt of
excise tax
section 4940 of the Code. The tax will apply only if you do ntablish public
rt status
at the end of
-year advance ruling period. The assessment period will bended forth

",hd
dvance ruling
years to 8 year
onths, and 15 days beyond the end of the first year. Yoe the righ
efuse or limit
the extension to
ally agreed-upon period of time or issue(s). Publicatio5, Exte
g the Tax
Assessment Period,
Odes a more detailed explanation of your rights and tnse
es of the choices
you make. You may o
Publication 1035 free of charge from the IRS webt
.irs.gov or by calling
toll-free 1-800-829-3676.
ing this consent will not deprive you of any appto which you would
otherwise be entitled. If yo
e not to extend the statute of limitations, yoot eligible for an advance
ruling.
e internal Re
For Organization
(Signature of Officer. Director, Trustee, or other

authorized official)
print name of signer)
(Date)
For IRS Use Only
IRS Director, Exempt Organizations
(Date)
b Request for Definitive Ru

Check this box if you have completed one tax ye
at least 8 full months and
e ruling. To confirm your public support status, answe
6b(i) if you checked box
you are requesting a de
me 6b(iQ if you checked box h in line 5 above. If you check
ox i in line 5 above,
g in line 5 above. Ans
nd (ii).
answer both lines 6
me 8, column (e) on Part IX-A. Statement of Revenues and Expenses.
(i) (a) Enter 2!
(b) Attac
t showing the name and amount contributed by each person, company, or
gift
aled more than the 2% amoUnt. If the answer is "None," check this box.
ization whose
ach year amounts are included on lines 1, 2, and 9 of Part IX-A. Statement of RevenueLlillft
penses, attach a list showing the name of and amount received from each disqualified pers
answer is "None," check this box.
(ii) (a) F
the
(b) For each year amounts are included on line 9 of Part IX-A. Statement of Revenues and Expenses,
a list showing the name of and amount received from each payer, other than a disqualified person,
payments were more than the larger of (1) 1% of line 10, Part IX-A. Statement of Revenues and
Expenses, or (2) $5,000. If the answer is "None," check this box.
7 Did you receive any unusual grants during any of the years shown on Part IX-A. Statement of
Revenues and Expenses? If "Yes," attach a list including the name of the contributor, the date and
amount of the grant, a brief description of the grant, and explain why it is unusual.
0 Yes
Form
1023
No
(Rev. 6-2006)
Form 1023 (Rev. 6-2006)

Name: StudentsFlrst Initiative
IIJp4I User Fee Information
SIN:
27 - 3659685
Page
12
You must include a user fee payment with this application. It will not be processed without your paid user fee. If your average
annual grass receipts have exceeded or will exceed $10,000 annually over a 4-year period, you must submit payment of $750. If
your gross receipts have not exceeded or will not exceed $10,000 annually over a 4-year period, the required user fee payment
is $300. See instructions for Part XI, for a definition of gross receipts over a 4-year period. Your check or money order must be
made payable to the United States Treasury. User fees are subject to change. Check our website at w'w.irs.gov and type "User
Fee" in the keyword box, or ca// Customer Account SeMces at 1-877-829-5500 for current information.
1 Have your annual gross receipts averaged or are they expected to average not more than $10,0007
Yes
ZJ No
If "Yes," check the box on line 2 and enclose a user lee payment of $300 (Subject to changesee above).
If "No." check the box on line 3 and enclose a user tee oavment of $750 iSubiect to chanaesee
above).
2 Check the box it you have enclosed the
3 Check the box If you have enclosed the
thia appIloaUcq on behalf of the above organizalfon and that I have examined Thu
I declare under the penaitlea of piijoy that I e
application. tnchdbg the e000mp(nYIng ne5uIesj
pdto the beat of my knowledge It Is iwo, correct, and complete.
Please........helie Rhea
(Type Or pdnt name or signal
of OffIcer, 0recto. Truslee. or other
Here "
authorized officla
President
(Date)
i1!L.
(Type or P1w title or authoihy of signer)
Reminder: Send the completed Form 1023 Checklist with your filled-in-application.
10flfl
1023
(Rev. 6-2006)
STUDENTSFIRST INSTITUTE
CONFLICT OF INTEREST POLICY
A.
Purpose
The purpose of the conflict of interest policy is to protect the interest of the
Corporation when it is contemplating entering into a transaction or arrangement that
might benefit the private interest of an officer or director of the Corporation or might
result in a possible excess benefit transaction. This policy is intended to supplement
but not replace any applicable state and federal laws governing conflict of interest
applicable to nonprofit and charitable organizations.
B.
Definitions
1.
Interested Person
Any director, principal officer, or member of a committee with governing

board delegated powers, who has a direct or indirect financial interest, as defined
below, is an interested person.
2.
Financial Interest
A person has a financial interest if the person has, directly or indirectly,

through business, investment, or family:
74776-0001/LEGAL20089300.1
-12-
a.
An ownership or investment interest in any entity with which the

Corporation has a transaction or arrangement,
b.
A compensation arrangement with the Corporation or with any entity

or individual with which the Corporation has a transaction or
arrangement, or
C.
A potential ownership or investment interest in, or compensation

arrangement with, any entity or individual with which the Corporation
is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or

favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under 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.
2.
Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any
discussion with the interested person, he/she shall leave the governing board or
committee meeting while the determination of a conflict of interest is discussed and
voted upon. The remaining board or committee members shall decide if a conflict of
interest exists.
74776-0001 /LEGAL20089300. I
13
3.
D.
E.
Procedures for Addressing the Conflict of Interest

a.
An interested person may make a presentation at the governing board

or committee meeting, but after the presentation, he/she shall leave the
meeting during the discussion of, and the vote on, the transaction or
arrangement involving the possible conflict of interest.
b.
The chairperson of the governing board or committee shall, if

appropriate, appoint a disinterested person or committee to investigate
alternatives to the proposed transaction or arrangement.
C.
After exercising due diligence, the governing board or committee shall

determine whether the Corporation can obtain with reasonable efforts a
more advantageous transaction or arrangement from a person or entity
that would not give rise to a conflict of interest.
d.
If a more advantageous transaction or arrangement is not reasonably

possible under circumstances not producing a conflict of interest, the
governing board or committee shall determine by a majority vote of
the disinterested directors whether the transaction or arrangement is in
the Corporation's best interest, for its own benefit, and whether it is
fair and reasonable. In conformity with the above determination, it
shall make its decision as to whether to enter into the transaction or
arrangement.
Violations of the Conflicts of Interest Policy

1.
If the governing board or committee has reasonable cause to believe a member

has failed to disclose actual or possible conflicts of interest, it shall inform the
member of the basis for such belief and afford the member an opportunity to
explain the alleged failure to disclose.
2.
If, after hearing the member's response and after making further investigation
as warranted by the circumstances, the governing board or committee
determines the member has failed to disclose an actual or possible conflict of
interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings
The minutes of the governing board and all committees with board delegated
powers shall contain:
74776-0001/LEGAL20089300.1
-14.
F.
G.
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's 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.
Compensation
1.
A voting member of the governing board who receives compensation, directly

or indirectly, from the Corporation for services is precluded from voting on
matters pertaining to that member's compensation.
2.
A voting member of any committee whose jurisdiction includes compensation

matters and who receives compensation, directly or indirectly, from the
Corporation for services is precluded from voting on matters pertaining to that
member's compensation.
3.
No voting member of the governing board or any committee whose

jurisdiction includes compensation matters and who receives compensation,
directly or indirectly, from the Corporation, either individually or collectively,
is prohibited from providing information to any committee regarding
compensation.
Annual Statements
Each director, principal officer and member of a committee with governing

board delegated powers shall annually sign a statement which affirms such person:
74776-0001/LE0AL20089300.1
-15-
H.
1.
Has received a copy of the conflicts of interest policy,
2.
Has read and understands the policy,
3.
Has agreed to comply with the policy, and
4.
Understands the Corporation is charitable and in order to maintain its federal

tax exemption it must engage primarily in activities which accomplish one or
more of its tax-exempt purposes.
Periodic Reviews
To ensure the Corporation operates in a manner consistent with charitable

purposes and does not engage in activities that could jeopardize its tax-exempt status,
periodic reviews shall be conducted. The periodic reviews shall, at a minimum,
include the following subjects:
I.
1.
Whether compensation arrangements and benefits are reasonable, based on

competent survey information and the result of arm's length bargaining.
2.
Whether partnerships, joint ventures, and arrangements with management

organizations conform to the Corporation's written policies, are properly
recorded, reflect reasonable investment or payments for goods and services,
further charitable purposes and do not result in inurement, impermissible
private benefit or in an excess benefit transaction.
Use of Outside Experts
When conducting the periodic reviews as provided for in this policy, the
Corporation may, but need not, use outside advisors. If outside experts are used, their
use shall not relieve the governing board of its responsibility for ensuring periodic
reviews are conducted.
74776-0001/LE0AL20089300.1
_16-
Form 1023 Attachments
EN 27-3659685

Part IV: Narrative Description of Activities
StudentsFirst Institute (SF1) is committed to researching and developing model policies that
protect the interests of children in American public education through transformative education
reform. Identifying and rewarding excellent teachers, giving newer teachers the necessary
training, educating governmental and school officials as to the most effective use of public
dollars for implementing education reform, and improving or removing ineffective educators in
an expeditious manner while respecting due process are just a few of the necessary components
that comprise our recommendations. Every family deserves a choice of excellent schools to
attend; getting into a great school should be a right of every child, and should never fall to
chance. All of our citizens need to understand that our schools are not only an anchor for our
communities, but an absolute gateway to our national prosperity and competitive standing in the
world economy.
1.
Introduction
The crisis in American education is unambiguous. The United States spends $600 billion every
year on our public schools, which educate nearly 90% of the country's children, but we are not
getting results. Schools in the U.S. fail to create social mobility: on average, students' life
outcomes are still determined too much by their parents' backgrounds. We also lag other
countries: of 30 the industrialized countries regularly surveyed, U.S. schools rank near the
bottom and are not getting better. This translates into an economic loss of over $2 trillion per
year, and the problem is getting worse as other countries get better.
Whether we are a just and prosperous society in 20-30 years depends upon whether we have the
courage and conviction necessary to make radical changes today. We know that specific reforms
that can turn around our schools. That is clear from the experience of other countries, which
have turned around their schools. The evidence here in the US proves that great teachers,
empowered parents, and responsible leadership can deliver great results for all children. We also
know that the time is ripe for change. The groundwork has been laid by the efforts of teachers,
parents, and reformers all over the country. Many great organizations are pushing to turn around
our schools, and there's a national demand for change.
SF1 will be a national, comprehensive, and uncompromising national movement to build upon,
connect, and accelerate reforms that defend the interests of America's students. Specifically, the
organization will articulate a gold standard for education reform, based on the best evidence as to
what works in teacher professionalism, student choice, and system-wide accountability. We will
provide tools and services to local leaders who want to implement local change and we will build
a membership movement with a national voice. We will deploy resources to defend students'
interests with litigation, mobilization, and advocacy.
SFI's organizational culture flows from a refusal to compromise on our commitment to students.
We operate in a fast-paced environment with minimal overhead. We expect all of our
professionals to thrive in conditions of uncertainty, frequent feedback, and rapid change. We
focus on accountability for results, and therefore expect an orientation toward action. Our
74776-0001/LEGAL201 15647.
BIN 27-3 659685
national scale requires us to work virtually and with diverse partners, but our shared mission
builds deep loyalty and sense of team.
2.
Projects
a.
Think Tank for Educational Reform
SF1 will be organized and operated to generate ideas and educate the public. We anticipate that
this will cover as much as 25% of our ongoing employee costs. This includes time and money
spent to:
. Review and develop cutting-edge research with respect to education reform.
Coordinate with other education reform groups to discuss common areas of strategy and
platforms on which to base broad policy initiatives.
Develop an overall policy agenda reflecting the best practices for education reform.
Educate the public about education reform issues through online "explainer" content such
as motion graphics, video clips, and blogs, andalso through general grassroots organizing
and outreach provided that the outreach does not, in substantial part, qualify as legislative
lobbying.
Responding to written requests for information and assistance from legislative
committees.
Establish communication lines with leading experts in education reform to ensure SF1 has
the most up-to-date information on new models of education reform.
b.
Training & Grants
SF1 will work with foundations and other donors to provide grants to support the
professionalization of teaching, typically in the form of grants that would be tied to specific
contractual changes that would move toward merit-based evaluation and retention systems.
Generally, school districts have set budgets based on the contracts with the teachers unions.
Therefore, in many instances they are unable to provide additional incentives such as merit-based
pay increases.
SF1 also envisions providing grants to public school districts to provide merit-based incentives or
other reforms that positively impact children's education. The grants will be available to school
districts and/or states that have implemented substantial education reform measures of which just
one component is merit-based incentives, with a structure and goal similar to the "Race to the
Top" federal grants, except with students even more of a top priority.
74776-0001/LEGAL201 15647. 1
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a.
Litigation
SF1 may sponsor or aid litigation to defend civil rights in the field of education. SF1 will only
engage in litigation where the litigation will have a substantial impact beyond the interest of the
litigants. SF1 will not engage in litigation when the primary source of financial support of the
organization is from the persons being represented, or under circumstances where a donor may
claim, directly or indirectly, a charitable deduction for the cost of litigation that serves the
donor's private benefit.
Total expenditures on litigation support will likely be low as we expect pro bono support from
law firms and other partnerships on these efforts. SF1 may also file amicus curiae briefs where
appropriate.
b.
Public Awareness
SF1 will strive to ensure that education reform is in the public eye and the public's
consciousness. SF1 understands the need to have a sophisticated marketing and public relations
plan and team in place to most effectively convey the critical nature of education reform in this
country. Current issues such as ("Last in, First out") LIFO are critically important and raising
public awareness is one of our critical missions. There are other issues such as merit pay which
will also be part of the overall policy recommendations for education reform by SF1. There are
several options under consideration. One idea would be to create a national fund that would be
available to school districts that want to radically reform their teaching professionalism. This
would akin to the federal "Race to the Top" grants, except modified to make students even more
of a top priority for awarding grants. Another idea would be to go to districts that seemed
promising, and offer them a grant conditional on making substantive reform efforts. The notion
of the grant going directly to teachers for merit pay is unlikely, but SF1 would not rule it out
completely if it furthers the cause of education reform.
Public awareness campaigns will be conducted in accordance with the lobbying restrictions, as
addressed more fully in Part VIII, #2a.
Part V, #2a
Mr. Coleman is a founder of Student Achievement Partners, an organization which assembles
leading thinkers and researchers to design actions to substantially improve student achievement.
Ms. KincIall is an employee of Student Achievement Partners. SF1 has no relationship with
Student Achievement Partners, and will not hire or compensate it.
Part V, #3a: Biographies & Duties
Michelle Rhee: President I Director
a.
Biography
Michelle Rhee has been working for the last 18 years to give children the skills and knowledge
they will need to compete in a changing world. From adding instructional time after school and
74776-0001/LEOAL201 15647. 1
E1N 27-3659685
visiting students' homes as a third grade teacher in Baltimore, to hosting hundreds of community
meetings and creating a Youth Cabinet to bring students' voices into reforming the DC Public
Schools, she has always been guided by one core principle: put students first.
Each chapter of Michelle's story has convinced her: students of every background and ZIP code
can achieve at high levels, and for our schools to become what children deserve, every educator
is called to believe this. Even in the toughest of circumstances, all teachers are called to turn the
incredible potential that fills their classrooms daily, into the achievements worthy of our children
and country.
Teaching with Teach for America
As a Teach for America (TFA) corps member in a Harlem Park Community School in Baltimore
City, through her own trial and error in the classroom, she gained a tremendous respect for the
hard work that teachers do every day. She also learned the lesson that would drive her mission
for years to come: teachers are the most powerful driving force behind student achievement in
our schools.
Bringing Excellent Teachers to Classrooms across America - TNTP
In 4997 Ms. Rhee founded The New Teacher Project (TNTP) to bring more excellent teachers to
classrooms across the country. Under her leadership TNTP became a leading organization in
understanding and developing innovative solutions to the challenges of new teacher hiring. As
Chief Executive Officer and President, Ms. Rhee partnered with school districts, state education
agencies, non-profit organizations and unions to transform the way schools and other
organizations recruit, select and train highly qualified teachers in difficult-to-staff schools.
Her work with TNTP implemented widespread reform in teacher hiring practices, improving
teacher hiring in Atlanta, Baltimore, Chicago, Miami, New York, Oakland and Philadelphia.
TNTP placed 23,000 new, high-quality teachers in these schools across the country.
Driving Unprecedented Growth in the D.C. Public Schools
On June 12, 2007, Mayor Adrian Fenty appointed Chancellor Rhee to lead the District of
Columbia Public Schools (DCPS), a school district serving more than 47,000 students in 123
schools. Under her leadership, the worst performing school district in the country became the
only major city system to see double-digit growth in both their state reading and state math
scores in seventh, eighth and tenth grades over three years.
The graduation rate rose, and after steep declines enrollment rose for the first time in forty years.
In her last year as chancellor, every eligible DC public school attracted applicants for the annual
K-12 Out-of-Boundary, preschool, and pre-Kindergarten (pre-K) lotteries. Fourteen schools had
waitlists for the first time. Ultimately, a record high of 5,219 families, representing an increase of
50 percent over 2009, expressed interest in DCPS programs located in all eight wards.
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Collaborating with Pioneers

Michelle Rhee currently serves on the Advisory Boards for the National Council on Teacher
Quality, the National Center for Alternative Certification, and Project REACH of the University
of Phoenix's School of Education.
Education
Ms. Rhee has a bachelor's degree in government from Cornell University and a master's in public
policy from Harvard University's Kennedy School of Government.
b.
Duties
Ms. Rhee spends approximately 50 hours a week on her duties. The President shall, subject to
the Board's control, supervise control of all of the assets, business and affairs of the organization.
The President shall preside over meetings of the Board. 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 her by the Board from time to time.
Ann-Margaret Kindall: Secretary I Director
a.
Biography
Ann-Margaret Michael is the Operations Manager of Student Achievement Partners, an

organization that works to design actions to substantially improve student achievement. AnnMargaret Michael's career has consisted of both conference planning and high level Executive
assistant positions in large organizations such as American Express, EDS and First American. In
2005 she joined McGraw-Hill as David Coleman's Executive Assistant. After a two year tenure
she left McGraw-Hill with David to start up Student Achievement Partners.
b.
Duties
Ms. Kindall spends approximately 1 hour a week on her duties. She shall attend meetings of the
Board of Directors, and perform all duties incident to the office of Treasurer and such other
duties prescribed by the Board from time to time.
David Coleman: Treasurer / Director
a.
Biography
David Coleman is a proven education innovator. He runs Student Achievement Partners, which
works with foundations, school districts, and leading thinkers to drive actions that improve
student achievement. Previously, he founded the Grow Network, the nation's leader in
assessment reporting and customized instructional materials. Before that, he served education
74776-0001/LEGAL201 15647. 1
EIN 27-3659685
and other clients as a consultant at McKinsey & Company. He is a Rhodes Scholar and
graduate of Yale, Oxford, and Cambridge.
b.
Duties
Mr. Coleman spends approximately 1-hour a week on his duties. 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 by the President or the Board. He shall attend meetings of the Board of
Directors, and perform all duties as prescribed by the Board from time to time.
Jason Zimba: Director
a.
Biography
Jason Zimba is a co-founder of Student Achievement Partners, an organization that designs

policy actions for raising student achievement. As a member of the writing team for the Common
Core State Standards for Mathematics, Jason was instrumental in reaching a new state of the art
for internationally benchmarked, college- and career-ready standards based on evidence. Jason
was also a co-founder of The Grow Network, an education technology company that helps state
and district school systems use assessment to inform instruction. Grow Network was acquired
by McGraw-Hill in 2004.
b.
Duties
Mr. Zimba spends approximately 1 hours a week on his duties. He shall attend meetings of the
Board of Directors, and perform all duties as prescribed by the Board from time to time.
Dmitri Mehihorn
a.
Biography
Dmitri Mehihorn has an established track record of change management. He is on leave from
Gerson Lehrman Group, a leading provider of compliance solutions and consulting services,
where he manages 375 professionals across 19 offices. Previously, he was Chief of Staff to the
Chairman of O'Melveny & Myers, an $800 million law firm. Before that, he was at McKinsey
& Company. Dmitri earned his undergraduate degree from Stanford, his masters from Harvard,
and his law degree from Yale.
b.
Duties
Mr. Mehlhorn spends approximately 40 hours a week on his duties. He shall perform all duties
as Chief Operating -Officer and other duties as prescribed by the President.
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Mafara Hobson
a.
Biography
Mafara Hobson has enjoyed more than 10 years of hands-on experience in the field of public
relations and communications since graduating from Howard University's School of
Communications. She mostly recently served as the communications director for Washington,
DC Mayor Adrian M. Fenty, where she worked closely with Michelle Rhee during the onset of
DC's historic education initiative.
b.
Duties
Ms. Hobson approximately 40 hours a week on her duties. She shall perform all duties as Press
Secretary and other duties as prescribed by the President.
Kathleen deLaski
C.
Biography
Kathleen M. deLaski was the Senior Program Officer for Education for the Walton Family
Foundation, which funds efforts to improve education quality in urban school districts
nationwide. Formerly, Ms. deLaski was president of Sallie Mae's philanthropic arm, a nonprofit
established to help open the doors of higher education for low income and minority families. She
first joined Sallie Mae in 2001 as Senior Vice President and Chief Communications Officer. In
this capacity, her responsibilities ranged from government and industry relations to consumer
marketing and investor relations. Ms. deLaski earned her undergraduate degree in Political
Science and English at Duke University and her master's degree in Public Administration at
Harvard University's J.F. Kennedy School of Government.
d.
Duties
Ms. deLaski approximately 40 hours a week on her duties. She shall perform all duties as Editor
in Chief and other duties as prescribed by the President.
Kate Gottfredson
a.
Biography
Kate Gottfredson has enjoyed over 10 years of experience working directly with local, state and
federal leaders to develop and implement reform minded policy agendas. Most recently, Kate
secured legislative victories to advance aggressive public education reform in the District of
Columbia as the Senior Policy Advisor and Program Manager for Education to Mayor Adrian M.
Fenty and later as as the Deputy Chief of Staff to Michelle A. Rhee at the D.C. Public Schools.
Kate earned her undergraduate degree from the University of California at Davis and law degree
from the University of Arizona.
74776-0001/LEGAL201 15647. 1
E11'1 27-3659685
b.
Duties
Ms. Gottfredson approximately 40 hours a week on her duties. She shall perform all duties as
Vice President of Policy and other duties as prescribed by the President.
Bridget Davis
a.
Biography
Ms. Davis has served in the Executive Office of Mayor Adrian M. Fenty as the Director of the
Office of Policy & Legislative Affairs, where she successfully led the passage of Washington
DC's groundbreaking teacher's contract and guided DC Council passage of the Jacks-Fogle
legislation. Before being tapped to lead the Office of Policy & Legislative Affairs, Ms. Davis
was the Director for the Office of Boards and Commissions, where she recruited candidates for
mayoral appointment to more than 180 boards and commissions. Previously, she served as
Community Services Representative for the Mayor's Office of Community Relations & Services.
Ms. Davis' earlier positions included as a Campaign Manager and as a Senior
Account Manager for LSG Strategies and Services, Inc. Ms. Davis holds a Bachelor of Arts
degree in Political Science and Women's Studies from Ohio State University (2001).
b.
Duties
Ms. Davis approximately 40 hours a week on-her duties. She shall perform all duties as
Research Director and other duties as prescribed by the President.
Blue State Digital
Blue State Digital ("BSD") is a leader in online fundraising, advocacy, social networking, and
constituency development programs for nonprofit organizations and corporations. Since its
founding in 2004, BSD has delivered successfully on the promise of the Internet to more than
200 satisfied clients, including Wal-Mart Watch, the Alliance for Climate Protection, and the
Communications Workers of America, raising more than $800 million in contributions to date
and generating tens of millions of online signups and actions. Their programs rest on the
foundation of the BSD Online Tools, a carefully architected technology suite that integrates tools
for fundraising, advocacy, social networking, constituency development, and content
management through a unified interface. Along with their technology services, they provide
comprehensive web design and development services.
SKDKnickerbocker
SKDKnickerbocker ("SKD") is a public relations/communications firm that provides strategic
advice, public relations, television ads, direct mail and research. The firm specializes in
seamlessly integrating all of these services into one, highly-effective offering. The challenges of
framing a client's narrative and breaking through the 24/7 clutter have never been greater.
Navigating the rapidly changing world of traditional and new media to produce smart and
effective strategic communications is SKD's specialty. From strategic consulting to public
74776-0001/LEGAL201 15647. 1
EN 27-3659685
activities or grants to promote lobbying activities will be tracked to ensure that they are no more
than an insubstantial part of SFI's activities.
Part VIII, #4: Fundraising
The President will generally meet in person with donors both at her request and at theirs to
discuss donor contribiItions to SF1. In the future it is possible that direct mail, phone solicitation,
and the intemet/website will be utilized for fundraising purposes as well. In addition, it is
possible that SF1 will hire a fundraising employee.
SFI's fundraising is not focused on a particular state or jurisdiction.
Part VIII, #13: Grants to Organizations
As described in Part IV and Part VI, #lb, the grants will be to either private schools (organized
and operated under section 501(c)(3) of the Code) or to public schools and school districts, to
encourage educational reform by supporting teacher training or merit pay for superior teachers.
SF1 will keep records of all grants made. Once the grant process is established, it will include a
grant proposal process, which will require that a grant agreement be entered into. SF1 will enter
into a grant agreement with each recipient; however, no grants have yet been made, and therefore
no contracts yet exist. The grant agreement will specify the responsibilities of SF1 and the
grantee; restrict the fund for use only for the purposes for which the grant is made; require
periodic written reports from the grantee; and authorize SF1 to withhold or recover grant funds if
they are, or appear to be, misused. The grant agreement will include periodic and final reports
on the use of the funds, and SF1 staff will oversee the use of funds by grantees.
Part VIII, #15: Close Connection
As noted in Part V, line 9, SF1 expects to share some occupancy and staff expenses with
StudentsFirst, Inc., an entity organized under section 501(c)(4) of the Internal Revenue Code.
The two organizations share a common board of directors. The organizations do not expect to
engage in joint program activities.
Part IX, # 15: Grants
These grants will consist of the training and merit grants described in Part W.
Part IX, # 18: Other Salaries and Wages
See the attachment "Salary Chart" for the salary payments budgeted for SF1, and the total amount
of salary budgeted for employees shared between SF1 and its related organizations.
Part IX, #20: Occupancy
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RentDC Office
Rent - Sacramento Office
$60,000

$100,000
$126,000
$120,000

$120,000
$120,000
Part IX, #22: Professional Fees
Part IX, #23: Other Expenses

FY "20
^Exptnse
$50,760
$93,060
$139,590
$36,000
$792,000
$1,584,000
Travel
$234,000
$429,000
$643,500
Operational Costs
$625,656
$114,7036
$1,720,554
Research
$125,000
$272,500
$500,000
$14,400
$26,400
$39,600
$480,000
$880,000
$1,320,000
Internet/Phone
Office Equipment
Digital Presence
Marketing
74776-000 MEGA L2OI 15647. 1
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Salary Chart
This chart includes the expected SF1 employee positions; their expected hire date; and the
percentage of salary that SF1 expects to pay. Employees with less than 100% of their salary paid
for by SF1, will have a portion of salary paid by StudentsFirst, an affiliated entity organized
under section 501(c)(4) of the Internal Revenue Code.
Title
Salary
SF1 Percentage
SF1 Salary Portion
Correspondence Associate
35000
25% 8750
Correspondence Associate
35000
25% 8750
Graphic Specialist
40000
100% 40000
HR Manager
50000
50% 25000
Teacher Coordinator
100000
25% 25000
VP Policy
125000
75% 93750
Press Secretary
150000
90% 135000
VP Accounting & Finance
150000
50% 75000
VP Organizing
160000
10% 16000
Editor in Chief
180000
95% 171000
VP Development
200000
50% 100000
COO
225000
50% 112500
CEO
300000
50% 150000
35000
75% 26250
225000
90% 202500
Research Associate
35000
75% 26250
Research Associate
35000
75% 26250
Social Media Associate
45000
60000
90% 40500
Research Associate
Chief Implementation Officer
Staff Writer
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100% 60000
Hire
date
Q1
2011
Qi
2011
Qi
2011
Qi
2011
Qi
2011
Qi
2011
Qi
2011
Qi
2011
Qi
2011
Qi
2011
Qi
2011
Qi
2011
Qi
2011
Qi
2012
Qi
2012
Q2
2011
Q2
2011
Q2
2011
Q2
EN 27-3659685
Staff Writer
60000
100% 60000
Staff Writer
60000
100% 60000
Editor
75000
100% 75000
Editor
75000
100% 75000
Foundation Director
100000
100% 100000
HNW & Planned Giving
150000
50% 75000
VP Talent
150000
50% 75000
VP Technology
150000
50% 75000
CFO
225000
50% 112500
Chief Membership Officer
225000
25% 56250
Chief Mobilization Officer
225000
10% 22500
Chief Policy & Editorial Officer
225000
75% 168750
President
250000
50% 125000
Research Director
125000
90% 112500
Research Associate
35000
75% 26250
Research Associate
35000
75% 26250
Employer Services
40000
25% 10000
Employer Services
40000
25% 10000
Employer Services
40000
25% 10000
Multicultural Services
40000
25% 10000
Multicultural Services
40000
25% 10000
Parent Services
40000
25% 10000
Parent Services
40000
25% 10000
74776-0001/LEGAL201 15647. 1
2011
Q2
2011
Q2
2011
Q2
2011
Q2
2011
Q2
2011
Q2
2011
Q2
2011
Q2
2011
Q2
2011
Q2
2011
Q2
2011
Q2
2011
Q2
2011
Qi
2011
Q3
2011
Q3
2011
Q3
2011
Q3
2011
Q3
2011
Q3
2011
Q3
2011
Q3
2011
Q3
2011
EIN 27-3659685
Student Services
40000
25% 10000
Student Services
40000
25% 10000
Development Operations
50000
50% 25000
Student Coordinator
50000
25% 12500
Student Coordinator
50000
25% 12500
Corporate Giving Manager
75000
100% 75000
Research Director
75000
75% 56250
Affinity Marketing
100000
25% 25000
Multicultural Coordinator
100000
25% 25000
Multicultural Coordinator
100000
25% 25000
Parent Coordinator
100000
25% 25000
Parent Coordinator
100000
25% 25000
Professional Coordinator
100000
25% 25000
Professional Coordinator
100000
25% 25000
VP Alliances
150000
25% 37500
VP Groups
150000
25% 37500
VP Media
150000
90% 135000
VP Members
180000
25% 45000
Program Officer
125000
90% 112500
Program Officer
125000
90% 112500
Program Officer
125000
90% 112500
Program Officer
125000
90% 112500
Outreach Associate
Outreach Associate
74776-000I/LEGAL20I I 5647. 1
35000
35000
10% 3500
10% 3500
Q3
2011
Q3
2011
Q3
2011
Q3
2011
Q3
2011
Q3
2011
Q3
2011
Q3
2011
Q3
2011
Q3
2011
Q3
2011
Q3
2011
2011
Q3
2011
Q3
2011
Q3
2011
Q3
2011
Q3
2011
Q3
2012
Q3
2012
Q3
2012
Q3
2012
Q4
2011
Q4
EIN 27-3659685
2011
Outreach Associate
35000
10% 3500
Outreach Associate
35000
10% 3500
Outreach Associate
35000
10% 3500
Press Associate
35000
90% 31500
Research Associate
35000
75% 26250
Grant Writer
40000
75% 30000
HR Associate
40000
50% 20000
Payroll Manager
40000
50% 20000
Student Services
40000
25% 10000
Student Services
40000
25% 10000
Teacher Services
40000
25% 10000
Teacher Services
40000
25% 10000
Teacher Services
40000
25% 10000
Teacher Services
40000
25% 10000
Tech Support
40000
50% 20000
Network Manager
60000
50% 30000
Accounting Manager
75000
50% 37500
Marketing Director
75000
90% 67500
PR Manager
75000
90% 67500
Pro Bono
75000
75% 56250
Speech Writer
75000
90% 67500
Regional Outreach
125000
10% 12500
Regional Outreach
125000
10% 12500
2011
Q4
2011
Q4
74776-0001/LEGAL201 I 5647. 1
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2011
EIN 27-3659685
Regional Outreach
125000
10% 12500
Regional Outreach
125000
10% 12500
Regional Outreach
125000
10% 12500
General Counsel
150000
50% 75000
VP Marketing
150000
90% 135000
Local Partners
75000
90% 67500
Local Partners
75000
90% 67500
Local Partners
75000
90% 67500
Local Partners
75000
90% 67500
Local Partners
75000
90% 67500
District Implementation Director
75000
90% 67500
75000
90% 67500
75000
90% 67500
75000
90% 67500
75000
90% 67500
35000
90% 31500
35000
90% 31500
35000
90% 31500
35000
90% 31500
35000
90% 31500
35000
90% 31500
35000
90% 31500
Entertainment Brand Assoc.

Field Staff
40000
40000
100% 40000
20% 8000
Q4
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2011
Q4
2012
Q4
2012
Q4
2012
Q4
2012
Q4
74776-0001/LEGAL201 15647. 1
2012
Q4
2012
Q4
2012
Q4
2012
Q4
2012
Q4
2012
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
EIN 27-3659685
2013
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
Field Staff
40000
20% 8000
74776-0001/LEGAL201 15647. 1
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Q1
2013
Qi
2013
Qi.
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Q1
2013
Qi
2013
Qi
2013
Qi
2013
Q1
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Q1
2013
SPidentsFirst Institute
EIN 27-3659685
Hiring Coordinator
40000
50% 20000
Affinity Marketing Associate
45000
100% 45000
Associate, Leadership Gifts
45000
50% 22500
Data Analyst
45000
50% 22500
Member Services Associate
45000
25% 11250
45000
25% 11250
45000
25% 11250
45000
25% 11250
45000
25% 11250
45000
25% 11250
45000
25% 11250
45000
25% 11250
45000
25% 11250
45000
25% 11250
45000
25% 11250
45000
25%. 11250
45000
25% 11250
45000
25% 11250.
45000
25% 11250
45000
25% 11250
45000
25% 11250
45000
25% 11250

45000
45000
25% 11250
25% 11250
74776-0001ILEGAL201 15647. 1
01
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
01
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
01
2013
Qi
2013
Qi
2013
Qi
2013
01
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
EIN 27-3659685
45000
25%
11250
45000
25%
11250
45000
25%
11250
45000
25%
11250
45000
25%
11250
45000
25%
11250
45000
25%
11250
45000
25%
11250
Speaking Requests
50000
100%
50000
Conference Coordinator
50000
100%
50000
Director, Events
50000
100%
50000
Secretarial
50000
50%
25000
Secretarial
0000
50%
25000
Secretarial
50000
50%
25000
Tech Support
50000
50%
25000
Brand Manager
Director, Knowledge
Management
60000
100%
60000
60000
100%
60000
Manager, Facilities
60000
50%
30000
Manager, Partnerships
60000
50%
30000
Manager, Partnerships
60000
50%
30000
Project Manager
60000
50%
30000
Manager, Foundation Relations
70000
100%
70000
Manager, Major Donors
70000
50%
35000
74776-0001/LEGAL201 15647. 1
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Q1
2013
Qi
2013
Qi
2013
Q1
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
EN 27-3659685
Manager, Planned Giving
70000
50%
35000
Accounts Payable
75000
50%
37500
Accounts Receivable
75000
50%
37500
Contract Attorney
75000
50%
37500
Director of Strategy
75000
50%
37500
Director, Curriculum & Pedagogy
75000
100%
75000
Director, Design
75000
50%
37500
Director, Social Media
75000
90%
67500
District Implementation Assoc.
75000
100%
75000
75000
100%
75.000
75000
100%
75000
75000
100%
75000
75000
100%
75000
75000
100%
75000
75000
100%
75000
75000
100%
75000
75000
100%
75000
75000
100%
75000
75000
100%
75000
75000
100%
75000
75000
100%
75000
75000
100%
75000

75000
75000
100%
100%
75000
75000
74776-0001/LEGAL201 15647. 1
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
EIN 27-3659685
75000
100%
75000
Finance Associate
75000
50%
37500
Intern Manager
75000
50%
37500
Manager, Member Services
75000
25%
18750
75000
25%
18750
75000
25%
18750
75000
25%
18750
Outreach Specialist
75000
10%
7500
Outreach Specialist
75000
10%
7500
Outreach Specialist
75000
10%
7500
Outreach Specialist
75000
10%
7500
Regional Outreach
75000
10%
7500
Regional Outreach
75000
10%
7500
Regional Outreach
75000
10%
7500
Regional Outreach
75000
10%
7500
Technical Lead -- CRM systems
75000
50%
37500
Director, Policy Research
90000
100%
90000
Director, Talent Development
90000
50%
45000
Director, Entertainment Brand
95000
100%
95000
Director, Finance & Operations
95000
50%
47500
International Partnerships
95000
100%
95000
Senior Secretarial
95000
50%
47500
100000
50%
50000
Senior Fellow
74776-0001/LEGAL201 15647. 1
2013
Q1
2013
Qi
2013
Qi
2013
01
2013
Qi
2013
Qi
2013
Qi
2013
01
2013
Qi
2013
01
2013
01
2013
01
2013
01
2013
Qi
2013
Qi
2013
01
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
Qi
2013
EIN 27-3659685
Qi
Associate GC - Litigation
74776-000IILEGAL20I 5647. I
125000
50%
62500
2013
wi
COPY OF WITHIN PAPER

RECEIVED
DEC 12 2011
OFFICE OF THE ATTORNEY GE
CHARITIES BUREAU

Form 1023 Checklist: (Revised June 2006)

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Form 1023 Checklist

(Revised June 2006)

Ei Assemble the application and materials in this order:

EZI Employer Identification Number (EIN)

Schedule C Yes_ NoL

Schedule G Yes_ No...L.

Schedule D Yes_ No-2L

Schedule H Yes.. No-2L

Printed on ieyciod paper

(Rev. June 2008)

For IRS Use Only

See the separate instructions.

IThlI Power of Attorney

must sign and date this form on page 2, Part II.

CAFNo - ---------------- -------------------Telephone No. ........ .202.654.6200

Name and address

Cat. No. 11980J

Fo'm 2845 (Rev. 62OO8)

Title (if applicable)

of taxpayer from line 1 if other than individual

BE RETURNED. See the Part II Instructions.

2848 (Rev. 6-2008)

(Rev. June 20(36)

Application for Recognition of Exemption

OMB No. 1545-0056

Note: If exempt status is

Under Section 501(c)(3) of the Internal Revenue Code

Department of the Treasury

2 do Name (if applicable)

Room/Suite 4 Employer Identification Number (EIN)

City or town, state or country, and ZIP + 4

6 Primary contact (officer, directOr, trustee, or authorized representative)

7 Are you represented by an authorized representative, such as an attorney or accountant? If "Yes,"

cat. No. 17133K

1023 (Rev. 6-2006)

Form 1023 (Rev. 6-2006)

EIN: 27- 3659685

iIThitI Organizational Structure

Form 1023 (Rev. 6-2006)

Form 1023 (Rev. 6-2006)

Vice President - Policy

Perkins Cole LLP

Blue State Digital

Website & Internet Services

Mass Media Consultants

700 13th St NW, Suite 600

Form 1023 (Rev. 6-2006)

Form 1023 (Rev. 6-2006)

IFJI'1lI Your History

ITh'4llI Your Specific Activities

Form 1023 (Rev. 6-2006)

Attach a description of each fundraising program.

Form 1023 (Rev. 6-2006)

1flTh'1ll1 Your Specific Activities (Continued)

Form 1023 (Rev. 6-2006)

Form 1023 (Rev. 6-2006)

Name: StudentsFirst Initiative

IThIEI Financial Data