Fm, 1024 Application for Recognition of Exemption OMB No. 1545-005? [Rev September1998) Under Section 501( a) Department oI the Treasury Internal Revenue Service Read the instructions for each Part carefully. A User Fee must be attached to this application. If the required information and appropriate documents are not submitted along with Form 8718 (with payment of the appropriate user fee), the application may be returned to the organization. Complete the Procedural Checklist on page 6 of the instructions. Part I. Identification of Applicant [Must be completed by all applicants; also complete appropriate schedule.) Submit only the sc edule that applies to your organization. Do not submit blank schedules. Check the appropriate box below to indicate the section under which the organization is applying: a El Section holding corporations (Schedule A, page 7) Il surlus is approved. this application will be open for pulrllu Inspucllon. Section leagues. social welfare organizations (including certain war veterans' organizations), or local associations of employees (Schedule B, page 8) Section agricultural, or horticultural organizations (Schedule C. page 9) Section leagues, chambers of commerce. etc. (Schedule C, page 9) a El Section clubs (Schedule D. page 11) CI Section beneficiary societies, etc. providing lire, sick, accident, or other benefits to members (Schedule E, page 13) Section employees' beneficiary associations (Parts I through IV and Schedule F, page 14) Section fraternal societies. orders. etc., not providing life, sick, accident, or other benefits (Schedule E, page 13) i )3 Section life insurance associations, mutual ditch 0r irrigation companies, mutual or cooperative telephone companies, or like organizations (Schedule G, page 15) Section crematoria, and like corporations (Schedule H, page 16) Section insurance companies or associations, other than life or marine (Schedule I, page 17) Section providing for the payment of supplemental unemployment compensation benefits (Parts I through IV and Schedule I. page 18) Section post. organization, auxiliary unit. etc. of past or present members of the Armed Forces of the United States (Schedule K. page 19) El Section holding corporations or trusts (Schedule A, page 7] 1 a Full name of organization (as shown in organizing document) 2 Employer identi?cation number (EIN) (if Colbert Super PAC Institute d.b.e. Melting America A Better Tue Party Patriot 9(12 Place to Constitution America Tea Party Nominallt none! 599 spec'flc InstrUCtlonS on Page 2) Social Welfare ConSurvntive Political Action Tea Party Secret Money Libertyl Dan:- You To Deny This Application oiAmerica Tea Party 1b c/o Name (if applicable) 3 Name and telephone number of person to be contacted if additional information is needed Stephen Colbert 1c Address (number and street) Room/Suite 1 Thomas Circle, NW 1100 1d City. town or post office. state. and ZIP 4 If you have a foreign address. see Specific Instructions for Part I, page 2. Diara Holmes Washington, DC 20005 202 862-7829 is Web site address 4 Month the annual accounting period ends 5 Date incorporated or formed August September 9, 2011 6 Did the organization previously apply for recognition of exemption under this Code section or under any other section of the Code? Yes No If "Yes," attach an explanation. 7 Has the organization filed Federal income tax returns or exempt organization information returns?Yes,? state the form numbers, years filed, and Internal Revenue office where filed. 990-N, 201 Cincmnati, OH 8 Check the box for the type of organization. ATTACH A CONFORMED COPY OF THE CORRESPONDING ORGANIZING DOCUMENTS TO THE APPLICATION BEFORE MAILING. a Corporation? Attach a copy of the Articles of Incorporation (including amendments and restatements) showing approval by the appropriate state of?cial: also attach a copy of the bylaws. Trust? Attach a copy of the Trust lndenture or Agreement, including all appropriate signatures and dates. Associationf Attach a c0py of the Articles of Association, Constitution, or other creating document. with a declaration (see instructions) or other evidence that the organization was formed by adoption of the document by more than one person. Also include a copy of the bylaws. If this is a corporation or an unincorporated association that has not yet adopted bylaws. check here . . . . h- I . to go this application on behalf of the above organization, and that I have examined EASE .to?tlte best of my knowledge it is true, correct. and complete. resident .. .. .. . .. -. HERE (Signature) 'ype or print name and title or authority of signer} (Date) For Paperwork Reduction Act Notice, see page 5 of the instructions. Cat. No. 12343K Form 1024 (Rev 9-98) Page 2 Part II. Activities and Operational Information (Must be completed by all applicants) 1 Provide a detailed narrative description ul all the activities oi the organizatiunwpast. present. and planned. Do not merely refer to or repeat the language in the organizational document I ist each activity separately in the order of importance based on the relative time and other resources devoted thr: activity. Indicate ll1t-: percentage at time tor each activity. Each de5cription should include. as a minimum. the following: a description or the activity including its purpose and how each activity furthers your exempt purpose: when the activity was or will he. initiated: and wi'icre anti by whom the activity will be conducted. Colbert Super PAC SHH Institute d.b.a. Making America A Better Tea Party Patriot 9l12 Place to Constitution America Tea Party Nominally Social Welfare Conservative Political Action Tea Party Secret Money Liberty I Dare You To Deny This Application of America Tea Party ("the Organization") is a non-profit public policy advocacy organization that is dedicated to educating, equipping, and engaging American citizens to express views on important economic and legislative issues that will shape our nation's future. The Organization's vision is to empower private citizens to determine the direction of government policymaking. Through issue research, public communications. and outreach to interested citizens. the Organization will seek to elevate understanding of consequential national policy issues. and to build grassroots support for legislative and policy changes that will strengthen America's future tomorrow. Primary Activities: RESEARCH -- The Organization plans to conduct research to determine how various demographic groups respond to current national policy issues. PUBLIC EDUCATION -- The Organization educates the public on national policy and legislative issues such as 501(c)(4)s and Super PAC regulations and other aspects of our election laws and rules. ACTIVITY TO INFLUENCE LEGISLATION -- The Organization conducts public communications and waters grassroots to influence policymaking outcomes. The focus of these advocacy efforts may include legislationl budget priorities. regulations, public hearings. and investigations. The Organization also engages citizens to participate in grassroots advocacy on pending legislative issues. All the foregoing activities further the Organization's social welfare purposes, as described in I.R.C. Section 501(c)(4). All activities are and will be performed by the Organization in the present and future. List the organization's present and future sources of financial support. beginning with the largest source ?rst. Colbert Super PAC SHH Institute d.b.a. Making America A Better Tea Party Patriot 9112 Place to Constitution America Tea Party Nominally Social Welfare Conservative Political Action Tea Party Secret Money Liberty I Dare You To Deny This Application of America Tea Party (?the Organization") may receive unlimited individual contributions and unlimited corporate contributions that support the mission of the Organization. At this time, the Organization has no promises or pledges of support from any source. Form 1024 [Rev 9-98) Page 3 Part II. Activities and Operational Information (continued) Give the following information ab0ut the organization's governing body: 3 a Names. addresses. and titles of officers. directors. trustees. etc. Annual compensation Stephen Colbert, President, 1 Thomas Circle NW #1100, Washington, DC 20005 $0 Stephen Colbert, Secretary, 1 Thomas Circle NW #1100, Washington, DC 20005 $0 $0 Stephen Colbert, Treasurer, 1 Thomas Circle NW #1100, Washington, DC 20005 4 If the organization is the outgrowth or continuation of any form of predecessor. state the name of each predecessor. the period during which it was in existence. and the reasons for its termination. Submit copies of all papers by which any transfer of assets was effected. n5 to be. connected in any way with any other organixation. describe the other organization and or employees; same officers. directors. or trustees). 5 If the applicant organization is now. or pla explain the relationship to 9., financial support on a continuing basis; shared facilities ding. state: (1) class or classes of the stock: (2) number and par value of the (4) if any dividends have been paid or whether your organization?s creating in- If the organization has capital stock issued and outstan shares: (3) consideration for which they were issued; an strurnent authorizes dividend payments on any class of capital stock. 1' State the qualifications necessary for membership in the organization; the classes of membership (with the number of members in each class); and the voting rights and privileges received. If any group or class of persons is required to join. describe the requirement and explain the relationship between those members and members who join voluntarily. Submit copies of any membership solicitation material. Attach sample copies of all types of membership certi?cates issued. Colbert Super PAC SHH Institute d.b.a. Making America A Better Tea Party Patriot 9/12 Place to Constitution America Tea Party Nominally Social Welfare Conservative Political Action Tea Party Secret Money Liberty I Dare You To Deny This Application of America Tea Party does not have members. 3 Explain how your organization's assets will be distributed on dissolution Colbert Super PAC SHH Institute d.b.a. Making America A Better Tea Party Patriot 9/12 Place to Constitution America Tea Party Nominally Social Welfare Conservative Political Action Tea Party Secret Money Liberty i Dare You To Deny This Application of America Tea Party, upon dissolution or the winding-up of affairs, shall distribute its assets to another entity organized and operated for social welfare purposes as described in I.R.C. Section 501(c)(4). or to a 501 organization. Form 1024 (Rev. 9-93) Page 4 Part ii. Activities and Operational Information (continued) 9 Has the organization made or does it plan to make any distribution of its property or Surplus funds to shareholders or members"Yes." state the full details, including: (1) amounts or value: (2) source of funds or property distributed or to be distributed; and (3) basis of, and authority for. distribution or planned distribution. 10 Does. or will. any part of your organization's receipts represent payments for services performed or to be performed?. Yes No If "Yes." state in detail the amount received and the character of the services performed or to be performed. NIA 11 Has the organization made, or does it plan to make. any payments to members or shareholders for services performed If "Yes." state in detail the amount paid. the character of the services, and to whom the payments have been. or will be. made. Yes [3 No 12 Does the organization have any airangement to provide insurance ler members. their dependents. or others [including provisions for the payment of sick or death benefits, pensions. or annuities?Yes,? describe and explain the arrangement's eligibility rules and attach a sample copy of each plan document and each type of policy issued 13 Is the organization under the supervisory jurisdiction of any public regulatory body. such as a social welfare agency. If ?Yes.? submit copies of all administrative Opinions or court deCiSlOl'lS regarding this supervision. as well as copies of applications or requests for the opinions or decisions. 14 Does the organization new lease or does it plan to lease any property"Yes," explain in detail. include the amount of rent. a description of the property, and any relationship between the applicant organization and the other party. Also. attach a copy of any rental or lease agreement. (If the organization is a party, as a lessor. to multiple leases of rental real property under similar lease agreements. please attach a single representative copy of the leases.) 15 Has the organization spent or does it plan to spend any money attempting to influence the selection. nomination. election. or appointment of any person to any Federal. state. or local public of?ce or to an of?ce in a political organization?. . Yes No If ?Yes.? explain in detail and list the amounts spent or to be spent in each case Consistent with the U.S. Supreme Court's decision in Citizens United v. Federal Election Commission, Colbert Super PAC SHH Institute d.b.a. Making America A Better Tea Party Patriot 9M2 Place to Constitution America Tea Party Nominally Social Welfare Conservative Political Action Tea Party Secret Money Liberty I Dare You To Deny This Application of America Tea Party may develop and distribute independent political expenditures. Such expenditures will not be its primary purpose. 16 Does the organization publish pamphlets. brochures. newslettersjournals, or similar printed material"Yes," attach a recent copy of each. Form 1024 [Rev 9 98) Page 5 Bart Ill. Financial Data (Must be completed by all applicants) Complete the financial statements for the current year and for each of the 3 years immediately before it. if in existence less than 4 years. complete the statements for each year in existence if in existence less than 1 year, also provide proposed budgets for the Zyears following the currentyear. A. Statement of Revenue and Expenses Current Tax Year 3 Prior Tax Years or Proposed Budget Next 2 Years Revenue -From M2 To 8i31i_2_o1? . . to] Total 1 Gross dues and assessments of members . .. I 0.00 100.00 0.00 _0_.000 100.00 2 Gross contributions. gifts. etc 3 Gross amounts derived from activities related to the organization's exempt purpose (attach schedule) [Include related cost of sales on line 9.) . 4 GIG-SS amounts from unrelated business activities (attach 5 Gain from sale of assets. excluding inventory items (attach scheduleInvestment income (see page 3 of the instructions) 1' Other revenue (attach schedule]. 8 lotal revenue (add lines 1 through 7) 0'00 100-00 0'00 0'00 100-0? Expenses 9 Expenses attributable to activities related to the organization?s exempt purposes. . . . 5F 2'00 0'00 0'00 2'00 10 prenses attributable to unrelated business activities 11 Contilbutlons. gifts, grants, and similar amounts paid (attach schedulelet the benefit of membeis (attach schedule) 13 Compensation 01 officers. directors, and trustees [attach schedule) 14 Other salaries and wages. . . . . 15 lmeresL I 20.00 0.00 0.00 0.00 20.00 16 OccupancyDepreciation and depletion . . . . . . -- 18 Other expenses (attach schedule) 19 total expenses (add lines 9 through 18) . . . ru_ [my 2?00 0'00 0'00 2'00 20 of rcvonuo- over expenses (line 8? minus 20.00 98.00 0.00 0.00 78.00 B. Balance Sheet (at the end of the period shown) . - Current fax Year Assets canteen 1 Cash75-00 2 Accounts receivable. net0'00 3 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 0?00 4 Bonsz and notes receivable (attach schedule0'00 5 Corporate stocks (attach schedule0?00 6 Mortgage loans (attach schedule0'00 7 Other investments (attach schedule0'00 8 Depreciable and depletahle assets (attach scheduleo'?u 0'00 10 Other assets (attach schedule0'00 11 Total assets . . . . . . . . . 11 Ta'tm Liabilities 12 Accounts payable . . . . . . . . . 12 0'00 13 Contributions, gifts. grants, etc. payable . . . . . . . . . . . . . . . . . . . . . . . 13 .. 0'00 14 Mortgages and notes payable (attach schedule03.0. 15 Other liabilities (attach schedule0-00 16 Total liabilities0'00 Fund Balances or Net Assets 17 Iotal fund balances or net assets . . . . . . . . . . . . . . . . . . . . . . . 17 78'00 18 _lota liabilities and (un?alances or net assets (add line 16 and line . . . . . . . . . . . 18_ If there has been any substantial change in any aspect of the organization's financial activities Since the end of the period shown above. check the box and attach a detailed explanation:37? "-04 (4 we a Lecetvecl pursuant. to an agency agreement; wt :10 directions to -. .l :o one: hot 5:0; to) (?Che Trevor: Chest Foundation?) i-ihlch was to turn require" to - a to a 50') to; (3) (the "Coastal South Carolina, Inc. . Form 1024 (Rev. 9-95) Page 8 SChedule 3 Organizations Described in Section 501(c)(4) (Civic leagues, social welfare organizations (including posts, councils, etc., of veterans' organizations not qualifying or applying for exemption under section 501(c)(19)) or local associations of employees.) 1 Has the Internal Revenue Service premolarst issued a ruling or determination letter recognwing the applicant organization (or any predecessor organiration listed "1 queStic-n 4. Part II of the application) to be exempt under section 501(c)(3) and later revoked that recognition til exemption on the basis that the applicant organization {or ils predecessor) was carrying on propaganda or otherwise attempting to influence legislation or on the basis that it engaged in political activity? . . Yes No If "Yes." indicate the earliest tax year for which recognition of exemption under section 501(c)(3) was revoked and the IRS district office that issued the revocation. 2 Does the organization perform or plan to perform (for members. shareholders. or others) services. such as maintaining the common areas of a condominium: buying food or other items on a cooperative basis; or providing recreational facilities or transportation servicesjob placement. or other similar undertakings?Yes.? explain the activities in detail, including income realized and expenses incurred. Also, explain in detail the nature of the benefits to the general public from these activities. (If the answer to this question is explained in Part ll of the application (pages 2. 3. and 4). enter the page and item number here.) NIA 3 ll the organization is claiming exemption as a homeowners association. is access to any property or facilities it owns or maintains restricted in any way?). . . . . . . . . . . . . . Yes No If "Yes," explain. 4 If the organization is claiming exemption as a local association of employees. state the name and address of each employer whose employees are eligible for membership in the association. lf employees of more than one plant or office of the same employer are eligible for membership. give the address of each plant or office. NIA 8718 (Rev. January 2010) Department of the Treasury Internal Revenue Servrce User Fee for Exempt Organzation Determination Letter Request Attach this form to determination letter application. (Form 8718 is NOT a determination letter application} For OMB No. 1545-1798 Control number Use . om Amount paid tr User tee screener 1 Name 0 organization Colbert Super PAC SHH Institute 3 Making America A Better Tea Party Patriot 9l12 Place to Constitution America Tea Party Nru'nimilty Social Welfare Conservative Political Action Tea Party Secret Money Liberty Dart ?rug In "em! Ihm 51, {Enigma Tau Pitlt'ul' Caution. Do not attach Form 8718 to an applicati 3 Type of request - 45 2 El't?tployOr Identification Number 3484029 on for a pension plan determination letter. Use Form BT17 instead. Fee a Initial request for a determination letter for: I An exempt organization that has had annual gross receipts averaging not more than $10,000 during the preceding 4 years or I A new organization that anticipates gross receipts averaging not more than $10,000 during its first 4 years $400 Note. If you checked box (is, you must complete the Certification below. Certification I certify that the annual gross receipts of -. name of organization have averaged (or are expected to average) not more than $10,000 during the preceding 4 (or the first 4) years of operation. Signature Title Ei Initial request for a determination letter for: 0 An exempt organization that has had annual gross receipts averaging more than $10,000 during the preceding 4 years or 0 A new organization that anticipates gross receipts averaging more than $10,000 during its first 4 years . $850 Group exemption letters . $3.000 Instructions Internal Revenue Service to a form or its instructions must be The law requires payment of a user fee with each application for a determination letter. The user fees are listed on line 3 above. For more information, see Rev, Proc. 2009?8; 2009?1 .Ft.l3. 229. or latest annual update. Check the box or boxes on line 3 for the type of application you are submitting. If you check box So, you must complete and sign the certification statement that appears under line 3a. Attach to Form 8718 a check or money order payable to the ?United States Treasury" for the full amount of the user fee. If you do not include the full amount, your application will be returned. Attach Form 8718 to your determination letter application. Generally, the user fee will be refunded only if the Internal Revenue Service declines to issue a determination. Where To File Send the determination letter application and Form 8718 to: PO. Box 12192 Covington, KY 41012-0192 Who Should File Organizations applying for federal income tax exemption, other than Form 1023 filers. Organizations submitting Form 1023 should refer to the instructions in that application package. Paperwork Reduction Act Notice. We ask for the information on this form to carry out the Internal Revenue laws of the United States. If you want your organization to be recognized as tax-exempt by the IRS. you are required to give us this information. We need it to determine whether the organization meets the legal requirements for tax-exempt status. You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number. Books or records relating Cat. No. 647282 retained as long as their contents may become material in the administration of any Internal Revenue law. The rules governing the confidentiality of Form 8718 are covered in section 6104. The time needed to complete and file this form will vary depending on individual circumstances. The estimated average time is 5 minutes. it you have comments concerning the accuraCy of this time estimate or suggestions for making this form simpler, we would be happy to hear from you. You can write to the Internal Revenue Service. Tax Products Coordinating Committee. 1111 Constitution Ave. NW, lR-6526. Washington, DC 20224. Do not send this form to this address. Instead. see Where To File above. Form 8718 (1-2010) _l CERTIFICATE OF INCORPORATION @e?zware I ?Z?e first State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF SHELL CHANGING ITS NAME FROM SHELL TO SUPER PAC SHH FILED IN THIS OFFICE ON THE DAY OF SEPTEMBER, A.D. 2011, AT 6:25 P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER 0F DEEDS. ??92 r3 >?Jeffrey W. Bullock, Secretary ofState E11- AUTHEN 9064043 DATE: 09-30-11 5035449 8100 111056690 You may verify this certificate onlina at corp. delaware . gov/authver. State of Delaware Sec: of State Division 0 Cor rations Delivered 06:43 FILED 05:25 par defeat/2011 SRV 111056690 - 5035449 FILE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION 0F ANONYMOUS SHELL CORPORATION The undersigned, an of?cer ofAnonymous Shell Corporation (the ?Corporation?), a nonstock> nonpro?t corporation incorporated under the General Corporation Law of the State of Delaware, on September 9, 201 I, authorized to amend the Corporation?s Certificate of Incorporation, in accordance with section 242 ofthe General Corporation Law ofthe State of Delaware, certifies as follows: ARTICLE I. AMENDMENT By unanimous written consent, the Board of Directors of the Corporation duly adopted resolutions setting forth the following amendment to the Certi?cate of Incorporation ofthe Corporation and declaring the following amendment to be advisable: ARTICLE of the Certi?cate of Incorporation is deleted in its entirety and is replaced with the following: The name ofthe corporation is: Colbert Super PAC Institute. ARTICLE APPROVAL AND ADOPTION OF AMENDMENTS The amendment to the Corporation?s Certi?cate of Incorporation set forth in the preceding Article was approved by the Corporation?s Board of Directors and duly adopted in accordance with the provisions of section 242 ofthc General Corporation Law of the State of Delaware. {Signature on next page.) Page I oi'2 5I5536v 3 9.f29f20ll The Corporation has eausod this Certi?cate of Amendment of the Certi?cate of incorporation of Anonymous Shell Corporation to be executed as of September 29, 201 l, by the undersigned, a duly authorized of?cer of the Cerporation, who acknowledges, under penalties of perjury, that this Certi?cate of Amendment is the act and deed ofthe Corporation and that the facts stated herein are true. Anonymous Shell Corporation By: Stephen Colbert Name: Stephen Colbert Title: President, Secretary and Treasurer Page 2 OFZ @emware 1 Tie ?rst State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF SHELL FILED IN THIS OFFICE ON THE NINTH DAY OF SEPTEMBER, A.D. 2011, AT 7:34 P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER 0F DEEDS. Jeffrey W. Bullock, Secretary ofState 5035449 8100 TION: 9021413 110994527 DATE: 09-12-11 You may verify this certificate online at corp. delaware. gov/authver. State of Delaware . Segreta of State Dam-1.51.012 Cor?orations Delivered 0?:38 09/09/2011 FILED 07:34 PM 09/09/2011 SRV 110994527 - 5035449 FILE CERTIFICATE OF INCORPORATION OF ANONYMOUS SHELL CORPORATION The undersigned lncorporator, a natural person of the age ot'2l years or more, in order to form a nonpro?t nonstock corporation for the purposes stated in this Certi?cate, in accordance with the provisions ofthe General Corporation Law of the State of Delaware, hereby certi?es that: ARTICLE 1. NAME The name of the corporation is Anonymous Shell Corporation (the ?Corporation"). ARTICLE II. REGISTERED OFFICE AND AGENT A. The address of the Corporation?s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. B. The name of the Corporation?s registered agent at that address is The Corporation Trust Company. ARTICLE, PURPOSE A. The Corporation is a nonpro?t organization organized and operated exclusively for social welfare purposes within the meaning of section 501(c)(4) of the Internal Revenue Code of l986, as amended (the ?Code?) (all references to sections of the Code include the corresponding provision of any subsequent federal tax law). B. As a means ofaccomplishing the foregoing purposes, the Corporation has all powers granted to a corporation under the General Corporation Law of the State of Delaware and the power to do all things necessary, proper, and consistent with maintaining its tax-exempt status under section 501(c)(4) of the Code. C. No part ofthe net earnings of the Corporation may inure to the bene?t of or be distributed to any director, employee, or other individual, partnership. estate, trust, or corporation having a personal or private interest in the Corporation. Compensation for services actually rendered to the Corporation and reimbursement for expenses actually incurred in attending to the affairs of the Corporation must be limited to reasonable amounts. Page I OH DOCH 515034 vl D. Notwithstanding any other provisions of this Certi?cate, the Corporation shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(4) of the Code. ARTICLE IV. STOCK The Corporation is not organized for pro?t and does not have authority to issue capital stock. ARTICLE V. MEMBERS A. The directors of the Corporation are its members. B. The rights, powers, and duties ofthc members of the Corporation are as set out in the Bylaws of the Corporation. ARTICLE VI. DIRECTORS A. The affairs and business of the Corporation are to be managed and conducted by the directors of the Corporation. B. The quali?cations, manner of election, number, tenure, powers, and duties of the directors of the Corporation are as set out in the Bylaws of the Corporation. C. The directors have the power to adopt, amend, or repeal the Bylaws. ARTICLE VII. INCORPORATOR The name and address ofthe incorporator are as follows: Name Address William M. Klimon One Thomas Circle, NW. Suite I 100 Washington, DC 20005 The powers of the incorporator cease upon the appointment of initial directors of the Corporation. ARTICLE DIRECTOR LIABILITY A. No director of the Corporation is personally liable to the Corporation for monetary damages for breach of ?duciary duty as a director except that this Article does not eliminate or limit the liability of a director for: (I) any breach of a director?s duty of loyalty to the Corporation; Page 2 of4 (3&0 5 I5084 v] (2) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or (3) any transaction from which the director involved derived an improper personal bene?t. B. If the General Corporation Law of the State of Delaware is amended to authorize the further elimination or limitation of the liability of directors, then the liability ol'a director oftlte Corporation, in addition to the limitation of personal liability set out in this Article will be limited to the fullest extent permitted by the amended law. ARTICLE IX. DISSOLUTION In the event ol'the liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary, involuntary, or by operation of law: 1. none of the property of the Corporation or any proceeds thereof may be distributed to or divided among any oftlte directors or of?cers ofthe Corporation or inure to the bene?t of any individual; and after all liabilities and obligations ofthe Corporation have been paid, satisfied. and disehargetl. or adequate provision made therefor, the directors of the Corporation shall. exeept as may be otherwise provided by law, transfer all ol?the assets of the Corporation in such manner as the directors. in the exercise oftlteir discretion, may determine. except that any such distribution of assets must he to one or more organizations that are exempt l?rom tax as organizations tieseribed in section 5U [023(3) or section 501(c)(4) of the Code. {Signature on next page.) Page 3 of4 5 5084 vi The undersigned Incorporator named above does hereby af?rm under penalties of perjury that this Certi?cate of Incorporation of Anonymous Shell Corporation is his act and deed and the facts stated in this Certi?cate are true, and, accordingly, he has executed this Certi?cate as oi?September 9, 20l l. William M. Klimon William M. Klimon lncorporator age 4 01'4 DOle 515084 v1 BYLAWS BYLAWS OF COLBERT SUPER PAC SHH INSTITUTE A Delaware Nonpro?t Nonstock Corporation Adopted as of September 29, 2011 BYLAWS OF COLBERT SUPER PAC SHH INSTITUTE SECTION 1 OFFICES. Principal Of?ce. (A) The principal of?ce of Colbert Super PAC SHH Institute (the ?Corporation?) is located at One Thomas Circle, N.W., Suite 1100, Washington, DC. 20005. (B) The principal of?ce may be moved to any other such place, either within or outside the State of Delaware, as the Board of Directors designates. .2 Additional Of?ces. The Corporation may maintain additional of?ces at such other places as the Board ofDirectors designates. 1.3 Registered Of?ce and Agent. (A) Registered Of?ce. The Corporation must maintain a registered of?ce within the State of Delaware at 1209 Orange Street, Wilmington, Delaware 19801. (B) Registered Agent. The registered agent at the registered of?ce is The Corporation Trust Company. (C) Changes. The registered of?ce and registered agent of the Corporation may be changed by resolution of the Board of Directors. SECTION 2 MEMBERS. 2.1 Members. The directors ofthe Corporation are its members. 2.2 Manner of Acting. (A) The members have no voting rights. (B) If any action is required by law to be taken by members ofthe Corporation, such action may be taken by the directors of the Corporation without any further formalities. SECTION 3 BOARD OF DIRECTORS. Powers. The Board of Directors of the Corporation shall supervise, manage, and control all 0fthe affairs, business activities, and policies of the Corporation. Page 1 ofll 3.2 3.3 3.4 3.5 3.6 3.7 3.8 Number of Directors. (A) The number of directors constituting the Board of Directors must be no fewer than 0116. (B) The exact number of directors will be the number ?xed by a resolution adopted by the af?rmative vote of a majority of the directors then in of?ce. Initial Board of Directors. (A) The director(s) appointed by the lncorporator constitute the initial Board of Directors (the ?Initial Board?). (B) The initial Board is eligible to serve an indefinite number of additional terms beyond their initial term. Election of Directors. The incumbent director(s) shall elect their successors at each annual meeting of the Board ofDirectors. Term. (A) Each director holds of?ce for a term of one year and until his or her successor has been duly elected and quali?ed or until his or her earlier death, resignation, or removal. (B) Each director may be elected to serve an inde?nite number of terms. Resignation. A director may resign at any time by: (A) giving written notice of his or her resignation to the President or the Secretary of the Corporation; or (B) presenting his or her written resignation in person at a meeting ofthe Board of Directors. Removal. (A) A director may be removed, with or without cause, at a meeting of the Board of Directors by the af?nnative vote of a majority of the directors then in office. (B) Such action must be taken at a meeting of the Board of Directors for which written notice of the purpose is given in accordance with Section 4.3 of these Bylaws. Vacancies and Newly Created Directorships. (A) Vacancies on the Board of Directors resulting from the death, resignation, or removal Page 2 of [1 3.9 SECTION 4 4.3 (B) of a director or an increase in the authorized number of directors must be ?lled by an af?rmative vote of a majority ol? the directors then in of?ce. The director elected to ?ll any such vacancy or newly Created directorship holds of?ce until the next election of directors and until his or her successor has been elected and quali?ed. Compensation. (A) (B) A director may not receive a salary for his or her services as a director, but by resolution of the Board oFDirectors, expenses of attendance, if any, may be paid to a director for each annual or special meeting of the Board oi?Directors that he or she attends. N0 provision of these Bylaws may be construed to preclude any director from serving the Corporation in any other capacity, including without limitation as an of?cer of the Corporation, and from receiving reasonable compensation for such service. MEETINGS OF THE BOARD OF DIRECTORS. Annual Meeting. The Board of Directors shall hold an annual meeting, which should be the ?rst meeting ofthe Board in each ?scal year, at such place as may be selected by the director(s), for the purpose of electing or appointing directors and of?cers for the following year and for the transaction of such other business as properly comes before the meeting. Special Meetings. (A) (13) Special meetings of the Board ofDirectors may be called at any time by the President and must be called by the President or the Secretary at the request of the majority of directors then in of?ce. Special meetings may be held at such place, either within or outside the State of Delaware, and at such time as speci?ed in the notice of meeting. Notice of Board Meetings. (A) (B) Media of Notice. Notice of the time and place of meetings of the Board of Directors must be communicated to each director by telephone, electronic mail, facsimile transmission, or mail or personally delivered to each director, charges prepaid, addressed her address as shown in the records ofth Corporation. Notice Period. Page 3 of 11 4.4 4.5 4.6 4.7 (C) If notice is mailed, it must be deposited in the U.S. mail at least ?ve days prior to the date of the meeting. (ii) If notice is delivered personally or communicated by telephone, electronic mail, or facsimile, it must be delivered or communicated at least one day prior to the date of the meeting. Purpose of Meeting. Neither the business to be transacted at nor the purpose of any meeting of the Board must be Speci?ed in the notice or waiver ofnotice of such meeting, unless speci?cally required by law or these Bylaws. Usual Manner of Acting. (A) (B) Quorum. A majority of the number of directors then in office constitutes a quorum for the transaction of business at any meeting of the Board of Directors, except that if a quorum is not present at a meeting, a majority ofthe directors present may adjourn the meeting to another time without further notice. Voting. The action of a majority of the directors present at a meeting at which a quorum is present is the action of the Board of Directors, eXcept as otherwise provided by law, the Corporation?s Certi?cate of incorporation, or these Bylaws. Conduct of Meetings. (A) (B) Presiding Of?cer. The President or his or her designee shall preside over meetings of the Board of Directors. Recording Secretary. The Secretary or his or her designee shall act as secretary of the meeting. Action Without Meeting. (A) Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, without prior notice and without a vote, if a consent, setting forth the action: in writing, is signed by all the directors then in of?ce; or (ii) by electronic transmission, is approved by all the directors then in of?ce. (B) Such consents must be filed with the minutes of the proceedings ofthe Board of Directors in a manner in accordance with the General Corporation Law of the State of Delaware. Telephonic Meetings. Page4 ofll SECTION director may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. (B) Participation in a meeting in accordance with Section constitutes presence in person at the meeting. COMMITTEES. Committees of the Board of Directors. (A) The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate one or more committees, each consisting of one or more directors. (B) Committees, to the extent provided in said resolution and not restricted by law or Section 5.2 of these Bylaws, have and may exercise the authority and act on behalf of the Board of Directors in the management of the Corporation, including but not limited to actions specified in these Bylaws as requiring the approval ofthe Board of Directors. Limitations on Committee Powers. No committee may: (A) amend the Corporation?s Certi?cate ol" incorporation; (B) amend the Bylaws of the Corporation; (C) adOpt an agreement of merger or consolidation; (D) approve the dissolution of the Corporation; (E) approve the sale or exchange of any assets of the Corporation; or (F) elect, appoint, or remove any director, any member of a committee, or any of?cer of the Corporation. Term of Of?ce. Each member of a committee continues as such until his or her successor is appointed, unless the committee is sooner terminated, or until his or her earlier death, resignation, or removal. Vacancies. Vacancies in the membership of any committee may be ?lled by appointments made in the same manner as the original appointments. Committee Chairman. One member of each committee must be appointed chairman of the committee. Page Sofll 5.6 5.7 5.8 SECTION 6 6.1 6.2 6.3 Quorum and Voting. (A) Quorum. A majority of the whole committee constitutes a quorum, unless otherwise provided in the resolution of the Board of Directors authorizing the committee. (B) Voting. The act of a majority of the members present at a meeting at which a quorum is present is the act of the committee. Alternate Committee Members. (A) The Board of Directors may designate one or more directors as alternate members of any such committee to replace any absent or disquali?ed member at any meeting of the committee. (B) In the absence or disquali?cation ofa member of a committee and his or her alternate, the member or members of the committee present at any meeting and not disquali?ed from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the Board ot?Directors to act at the meeting in the place of any such absent or disquali?ed member. Rules. Each committee may adopt rules for its own governance not inconsistent with these Bylaws. OFFICERS. Of?cers. (A) The of?cers of the Corporation are a President, a Secretary, a Treasurer, and such other of?cers as may be elected or appointed by the Board ofDirectors. (B) Of?cers whose authority and duties are not prescribed in these Bylaws have the authority to perform the duties prescribed by resolution of the Board ofDirectors. (C) Any two or more of?ces may be held by the same person. Term of Of?ce. (A) The term of of?ce of all of?cers is one year. (B) An of?cer may resign by giving written notice to the Corporation. The resignation is effective upon its receipt by the Corporation or at a subsequent time speci?ed in the notice of resignation. Compensation. The of?cers of the Corporation may receive reasonable compensation for their service as ?xed by the Board of Directors. Page? ofll 6.4 6.5 6.6 6.7 Removal. Any of?cer elected or appointed by the Board of Directors may be removed by the Board ofDirectors for any reason, but such removal is without prejudice to the contract rights, if any, of the person so removed. Vacancies. (A) (B) A vacancy in any office must be filled by the Board ofDirectors without undue delay at its annual meeting or at a special meeting called for that purpose. in the event of the absence or disability of any officer of the Corporation, the Board of Directors may delegate his or her powers and duties to any other officer or of?cers. President. (A) (B) (C) (D) The President is the chief executive officer of the Corporation and shall preside at all meetings of the Board ofDirectors. The President has charge of the business and affairs of the Corporation, subject to the direction and control of the Board of Directors, and shall see that the resolutions and directives of the Board of Directors are carried into effect except in those instances in which responsibility is assigned to some other person by the Board of Directors, The President may execute on behalfof the Corporation any contracts or other instruments which the Board of Directors has authorized to be executed, and he or she may accomplish such execution either under or without the seal ofthe Corporation and either individually or with the Secretary or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument, except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board of Directors. The President may vote all securities that the Corporation is entitled to vote except to the extent such authority is vested in a different of?cer or agent of the Corporation by the Board of Directors. Secretary. (A) (B) The Secretary shall attend all meetings of the Board of Directors of the Corporation and record all votes and the minutes of all proceedings in the minute book of the Corporation. The Secretary shall give, or cause to be given, notice ofall meetings ofthe Board of Directors of the Corporation for which notice may be required. Page 7 of (C) The Secretary shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision the Secretary acts. 6.8 Treasurer. (A) The Treasurer shall: have custody of the funds and securities ofthe Corporation; (ii) keep full and accurate accounts of receipts and disbursements in financial books cfthe Corporation; and deposit all monies and other valuable effects in the name and to the credit of the Corporation in such banks or depositories as are designated by the Board of Directors. (B) The Treasurer is charged with the disbursement of funds of the Corporation, including without limitation distributions authorized by the Board of Directors in furtherance of the purposes of the Corporation. (C) The Treasurer shall render to the President and to the Board of Directors, whenever they may require it, an account of all his or her transactions as Treasurer and of the ?nancial condition of the Corporation. 6.9 General Powers to Negotiable Paper. The Board of Directors shall prescribe the manner of signature or endorsement of checks, drafts, notes, acceptances, bills of exchange, obligations, and other negotiable paper or other instruments for the payment of money and designate the of?cers or agents who are authorized to make, sign, or endorse the same on behalf of the Corporation. 6.10 Powers as to Other Documents. (A) The Board of Directors may authorize any of?cer or agent to enter into any contract or execute or deliver any instrument in the name of the Corporation. Such authority must be in writing and may be general or con?ned to Speci?c instances. (B) When the execution of any contract or instrument has been authorized without specifying the exact of?cers authorized to execute such contract or instrument, it may be executed on behalf of the Corporation by the President. SECTION 7 INDEMNIFICATION AND INSURANCE. Indemni?cation. The Corporation shall, except as provided in or limited by Section 7.3 of these Bylaws, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, Page 8 of] 7.2 7.3 SECTION 8 8.1 8.2 8.3 8.4 criminal, administrative, or investigative, by reason of the fact that director, of?cer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, of?cer, employee, or agent of another corporation, paitnership, limited liability company, joint venture, trust, or other enterprise (in any case, an ?Other Enterprise?), and shall advance expenses to such person reasonably incurred in connection therewith, to the fullest extent permitted by the relevant provisions of the General Corporation Law of the State of Delaware, as such law presently exists or may hereafter be amended. The Corporation shall be required to indemnify a person in connection with a proceeding initiated by such person only ifthc proceeding was authorized by the Board of Directors. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Cerporation as a director, of?cer, employee, or agent of an Other Enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions ofthis Section 7. Indemni?cation from Other Sources. The Corporation?s obligation, if any, to indemnify any person who was or is serving at its request as a director, of?cer, employee, or agent of an Other Enterprise must be reduced by any amount such person collects as indemni?cation from such Other Enterprise. MISCELLANEOUS PROVISIONS Books and Records. The Corporation must keep: (A) correct and complete books and records of account; and (B) records of the proceedings of its Board of Directors. Fiscal Year. The Board of Directors shall determine the ?scal year of the Corporation by resolution. Seal. The Corporation?s seal must have inscribed thereon the name of the Corporation, the year of its incorporation, and the words ?Corporate Seal, State of Delaware.? Waiver of Notice. (A) Waiver in Writing. Whenever any notice is required to be given under the provisions of the General Corporation Law of the State of Delaware, the Corporation?s Certificate of Incorporation, or these Bylaws, a written waiver of notice, signed by the person or persons entitled to such notice, whether before or after the time stated therein, is equivalent to the giving of such notice. Pagegofll (B) Waiver by Attendance. Attendance of any director at a meeting constitutes waiver of notice of such meeting, except when such director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. 8.5 Amendments. (A) (B) Certi?cate of Incorporation. The Certi?cate of Incorporation of the Corporation may be amended in whole or in part by a majority vote of the directors then in of?ce in accordance with the procedure set out in section 242(b)(3) of the General Corporation Law of the State of Delaware. Bylaws. These Bylaws may be amended, altered, or repealed, and new Bylaws may be adopted at any meeting of the Board of Directors by an af?rmative vote of a majority ofthe directors then in of?ce. (ii) Such action must be taken at a meeting of the Board of Directors for which written notice of the purpose is given in accordance with Section 4.3 of these Bylaws. {Certification on next page. Page 10 of ll