BILL LOCKYER Attorney General State of California DEPARTMENT OF JUSTICE _ 1300 1 STREET P.O. BOX 903447 SACRAMENTO, CA 94203-4470 Telephone: (916) 445-202 l Facsimile: (916) 444-3651 E-mail: registration@doj.ca.gov December SOCAL EDUCATION REWARDS FOUNDATION 99 E. C STREET#111 UPLAND,CA 91786 RE: REGISTRATION WITH 8, 2006 PLEASE RETURN A COPY OF THIS LETTERWITHYOURREPLY OURFILENUMBER:CT-132475 THE ATTORNEY GENERAL'S OFFICE The above captioned entity is now registered with the Attorney General's Office, Registry of Charitable Trusts. The entity has been assigned the state registration number (CT-file number) shown above. If boxes are checked, then submit the following items within 30 days in order to complete the file: [] Our records indicate that your accounting Please inform us if this is not correct. period ends annually on JUNE 30 [] A copy of the executed founding document. Depending on how your entity was founded, it may be a copy of Articles of Incorporation, Trust Instrument, Articles of Organization, or Articles of Association. Please also include copies of any amendments to the founding document. If your entity is incorporated in California, a copy of the founding documents may be requested from the Secretary of State. [] An executed copy of the most current Bylaws. [] The date, month and year, the entity first received property (assets). [] Provide a list of your current trustee/directors [] Provide a copy of the Internal Revenue Service determination letter which exempts you from federal income tax. If you have not yet obtained such a letter, provide a copy as soon as it is available. WHEN YOU RECEIVE IT FROM THE IRS, PLEASE FORWARD A COPY TO THIS OFFICE. with their mailing addresses. For all accounting periods in which the entity has operated in California, but has not previously submitted reports, the Annual Registration Renewal Fee Report (RRF-1) and copies of any applicable IRS Form 990 returns. For additional information please read the RRF-1 instructions and the Frequently Asked Questions at www.a_.ea.gov/charities. If you recently submitted an RRF-1 report and a check, the check was returned to you by this office because you were not registered at the time of receipt. Please verify the correct fee amount, based on gross annual revenue for the accounting period, and resubmit your check made payable to the Attorney General's Registry of Charitable Trusts. Please write the File Number located at the top &this letter on your check. December 8, 2006 Page 2 Your address of record is used to mail forms for filing reports at the end of each accounting period. You must advise us, in writing, of any address changes. The Annual Registration Renewal Fee Report (RRF-1) must be filed annually four months and 15 days after the end of your accounting period. If you have filed for an IRS extension, please send in the RRF-I when your IRS tax return is completed, along with copies of all requests to the IRS for an extension. Forms are available on our web site at www.ag.ca.gov/charities. If this organization uses a commercial fundraiser to solicit in California, then that fundraiser must also register with this office. Your directors should adhere to the provisions of the Nonprofit Corporation Law, particularly Corporations Code sections 5230-5260 relating to standards of conduct, investments, examination by the Attorney General, and compliance with the Internal Revenue Code. The code should be available in a local library. Charitable trustees should be aware of and adhere to the statutory requirements relating to obligations and duties of trustees as set forth in California Probate Code section 15000, et seq. Please respond within 30 days from the date of this letter. Sincerely, KELLY BRUMLEY, OFFICE TECHNICIAN Registry of Charitable Trusts For BILL LOCKYER Attorney General PLEASE RETURN A COPY OF THIS LETTER WITH YOUR REPLY. THE ORIGINAL LETTER SHOULD BE KEPT WITH YOUR PERMANENT RECORDS. CT-470(9/05) MINUTES OF INITIAL ORGANIZATIONAL MEETING OF SOCAL EDUCATION REWARDS FOUNDATION Tile Incorporator of SoCal Education Rewards Foundation held the Initial Organizational Meeting at 12:00 pin on May. 26, 2005, in Upland, California. .Cory J. Briggs, Sarichia Cacciatore, and Incorporator Lori A. Porter were present. Cory J. Briggs was elected as Chair of the meeting and then presided over it. Sarichia Cacciatore was elected Secretary of the meeting.. The Chair noted that the meeting was held pursuant to a Waiver of Notice and Consent signed by the Incorporator 6n May 26, 2005. At the Chair's direction, the Waiver was made a part of the meeting's records; it now follows the minutes of this meeting in the Corporation's Records Book. The Chair then proceeded to address the various items for consideration ARTICLES by the Board: OF INCORPORATION The Chair first noted that the Corporation's Articles of Incorporation had been filed in the office of the California Secretary of State on May 17, 2005, presented a certified copy of the Articles showing such filing, and resolved to insert the copy in the Corporation's Record Book after the meeting. .BYLAWS The Chair next noted the proposed Bylaws of the Corporation. consideration, it was At that point and after RESOLVED that the Bylaws presented at the meeting be and hereby are adopted as the Bylaws of this Corporation; and RESOLVED FURTHER that the Secretary of the Corporation be and hereby is directed to execute a Certificate of Adoption of the Bylaws, to insert the certified Bylaws in the Corporation's Records Book, and to see that a copy of the certified Bylaws is kept at the Corporation's principal offices, as required by law. ELECTION OF DIRECTORS The-Chair then noted that the next item of business was the election of directors of the Corporation. At that point and after consideration, it was unanimously Minutesof InitialOrganization Meeting SoCalEducation Rewards Foundation May26,2005 Page1of4 RESOLVED that Cory I, Briggs, Sarichia Cacciatore, and Karin Langwasser be elected as the members of the board of directors of the Corporation, with each to serve from May 26, 2005, until May 26, 2006, or until a successor is elected; RESOLVED FURTHER that Cory J. Briggs be elected as Chair of the Board of Directors. ELECTION OF OFFICERS The Chair noted that the next item of business was the election of officers. point and after consideration by the Board, it was unanimously At that RESOLVED that Cory J. Briggs be Executive Director and Chief Executive Officer, that Sarichia Cacciatore be Secretary, and that Karin Langwasser be Treasurer, with each to serve in accordance with the Bylaws of the Corporation. All officers being present at the meeting, they immediately assumed their respective positions in the Corporation. RESIGNATION OF INCORPORATOR The Chair then pointed out the desire of the Incorporator to resign from her service as such. At that point the Incorporator tendered her resignation, which was duly accepted by the Board. Her signature immediately below in these Minutes confirms her resignation. ri PRINCIPAL EXECUTIVE . Porter OFFICE The Chair next turned the Board's attention to the exact location of the Corporation's principal executive office. At that point and after consideration by the Board, it was unanimously RESOLVED that the principal executive office of the Corporation shall be at 99 East C Street, Suite 111, in Upland, California, unless and until it is determined by the President and the Treasurer that it is in the Corporation's best interests to move its principal executive office_to a different location. Minutes of Initial Organization Meeting SoCal Education Rewards Foundation May 26, 2005 Page 2 of 4 CORPORATE SEAL Next the Secretary presented to the meeting for adoption a proposed form of seal of the Corporation. At that point and after consideration by the Board, it was unanimously RESOLVED that the form of corporate seal presented to the meeting be and hereby is adopted as the seal of this Corporation, and the Secretary of the Corporation is directed to place an impression thereof in the space directly below this resolution. ACCOUNTING PERIOD The Chair then turned the Board's attention to selection of the accounting period for the Corporation. At that point and after consideration by the Board, it was unanimously RESOLVED that the accounting period of this Corporation end on April 30 of each year. shall BANK ACCOUNT The Chair then turned the Board's attention to whether the Corporation should open one or more banks accounts. At fllat point and after consideration by the Board, it was unanimously RESOLVED that business funds of the Corporation be deposited with an FDIC-insured bank to be selected by the Treasurer; RESOLVED FURTHER that the Treasurer be and hereby is authorized to establish accounts at such a bank; RESOLVED FURTHER that any officer, employee, or agent of this Corporation be and hereby is authorized to endorse checks, drafts, or other evidences of indebtedness made payable to the Corporation, but only for the purpose of deposit; RESOLVED FURTHER that all checks, drafts, and other instruments obligating this Corporation to pay money shall be signed on its behalf by Cory.J. Briggs, Sarichia Cacciatore, or Karin Langwasser with two signatures required; RESOLVED FURTHER that the bank chosen by the Treasurer be and hereby is authorized to honor and pal; any and all checks and drafts of the Corporation signed as provided herein; Minutes'of InitialOrganizationMeeting SoCalEducationRewartlsFoundation May26, 2005 Page3 of 4 RESOLVED FURTHER that the authority hereby conferred shall remain in force until it is revoked by the Board of Directors of this Corporation and until written notice of such revocation is received by said bank; and RESOLVED FURTHER that the Secretary of this Corporation be and hereby is authorized to certify as to the continuing authority of these resolutions, the persons authorized to sign on behalf of the Corporation, and the adoption of said bank's standard form of resolution, provided that said form does n6t vary materially from the terms of the foregoing resolutions. PAYMENT AND DEDUCTION OF ORGANIZATIONAL EXPENSES The Board next considered the question of paying the expenses incurred in forming this Corporation. At that point and after consideration by the Board, it was unanimously RESOLVED that the Executive Director and the Treasurer of this Corporation (either alone or in concert) be and hereby are authorized and empowered to pay all reasonable and proper expenses incurred in connection with the Corporation's organization, including, among other things, filing, licensing, and attorney's and accountant's fees, and to reimburse any persons making any such disbursements for the Corporation; and RESOLVED FURTHER that the Executive Director and the Treasurer of this Corporation (either alone or in concert) are authorized to elect to deduct on the first federal income tax return of the Corporation the foregoing expenditures ratably over a sixty-month period starting in the month the Corporation begins its business, pursuant to, and to the extent permitted by, Section 248 of the Internal Revenue Code of 1986, as amended. Since there was no further business to come before the meeting, and upon the unanimous approval of the Board, the meeting was adjourned. Date: May 26, 2005. Minutesof InitialOrganizationMeeting SoCal Education Rewards Foundation _Z_'.._ _ Sarichia Cacciatore, _.<_,r_,_,_,..cr_.._ _ Secretary May26, 2005 Page4 of4 SOCAL EDUCATION APPLICATION FOR REWARDS PARK RECOGNITION 20-2859609 IRS Form Additional/Supporting FOUNDATION OF EXEMPTION 1023 Information Part I: Question 7: Representative: CoryJ. Briggs Briggs Law Corporation 99 East C Street, Suite 111 Upland, CA 91786 Part IV: What does the organization do? The organization provides community-college students facing economic or other social disadvantages to obtain educational resources (e.g., computers, books, supplies) to which they otherwise would not have access as easily as non-disadvantaged students. The organization takes recommendations from professors and counselors who identify needs, worthy students, and then the organization obtains the resources needed for those persons (depending on the organization's available financial resources). Who conducts the activity? Initially the organization's activities will be conducted by the board of directors. As contributions increase and the organization can afford to hire a part-time (and eventually full-time) stafL the activities will be conducted by staff with oversight from the board of directors. When is the activity conducted? The activity is conducted at a minimal periodic level coinciding with the beginning of quarters/semesters at local community colleges. Where is the activity conducted? The organization's activities will be conducted primarily in southern California, where the Directors live and work. As financial resources increase, the organization will look to provide assistance throughout and eventually outside California. How does the activity further your exempt purpose? The activities will provide needs, disadvantaged community-college students with access to resources that to which they otherwise would not have easy (if any) access. What percentage of your total time is allocated to the activity? All the organization's time wilt be spent pursuing the activities described above, with only nominal time (less than 10%) spent on fund-raising. The Directors will SOCAL EDUCATION REWARDS FOUNDATION 20-2859609 Page 2 of 5 spend approximately thirty hours per quarter/semester on behalf of the organization until it has its own staff. How is the activity funded? The organization's activities will be funded by donations from the Directors at start-up and thereafter by other, like-minded members of the public. List any alternative names under which you operate. There are no other names. Part V: Question 2a: Directors Cory J. Briggs and Karin Langwasser are first cousins. Questions 3a: The qualifications, hours worked, and duties of the Directors/Officers are listed below. Cory J. Briggs: attorney and former college instructor. As ED/CEO, Mr. Briggs will spend approximately 30 hours per quarter/semester overseeing all functions of the organization, as well as soliciting donations. Sarichia Cacciatore: environmental consultant (M.A from Johns Hopkins University) and philanthropist. Ms. Cacciatore will spend approximately 30 hours per quarter/semester performing functions typical of a corporate secretary, as well as soliciting donations. Karin Langwasser: certified public accountant. Ms. Langwasser will spend approximately 30 hours per quarter/semester performing functions typical of a corporate treasurer, as well as soliciting donations. All directors will participate in reviewing recommendations of professors for recipients of assistance from the organization. Part VI: Question la & Ib: Currently, the organization will provide educational resources (e.g., computers, books, supplies) to individuals only; while there are no plans to provide such resources to organizations, the board desires to keep its options open in case it is later discovered that there are other organizations that accept such resources and turn around and distribute them to needy, disadvantaged students more efficiently or effectively than this organization. Part VIII: Question 4a & 4d: The organization plans to solicit donations through personal contacts (e.g., from friends, family, and clients of the directors). Activities to raise funds will take place in California only, unless and until the organization becomes financially able to assist students elsewhere (at which time requests for SOCAL EDUCATION REWARDS FOUNDATION 20-2859609 Page 3 of 5 donations may take place in those other states). All fundraising will be done by the organization's directors and/or staff. " Question 13: The organization relies on determinations made by professors and counselors who are familiar with disadvantaged students who need assistance of the sort to be provided by the organization. The professors and counselors use their own criteria for selecting recipients and then provide a ranked list to the organization. The organization provides resources to students in the order listed based on the availability of funds at the time. Prospective recipients are invited to submit applications for review by the professors and counselors, and applicants consent up front to ha_)e their academic progress and use of provided resources tracked for the duration of their enrollment at the school (that is, if they actually receive resources from the organization). Students agree not to sell or otherwise dispose of the resources while they are in school and must return the resources if they drop out of school within 12 months of receiving the resources. There are no "relationships" between the organization and the community colleges, except that some of the directors may have taken classes (many years ago) at one or more of the colleges. Part IX: Question 23: Educational resources (e.g., computers, books, supplies) given to community-college students. Schedule H: Question 1: The organization does not provide cash grants; instead, the organization purchases educational resources and gives them to communitycollege students who are identified by professors and counselors as disadvantaged with the potential to excel if they had adequate educational resources. The purpose for giving away educational resources is to ensure that disadvantaged community-college students get the additional help that they need to succeed in getting into a four-year college. The organization does not give loans. There are no written solicitations or announcement materials; direct contact is made with the counseling department at local community colleges, and the schools' counselors and professors identify disadvantaged students who are likely to excel with the assistance of educational resources to which the students otherwise would not have access. There is no application; the schools notify the organization of the students selected, and the organization purchases educational resources that are then delivered to the students. Question 3: All students at community colleges in southern Calitbrnia are eligible. Question 4a: The counselors and professors at the community colleges identify disadvantaged students who are likely to excel with the assistance of educational resources to which the students do not have access. "Disadvantaged" is defined SOCAL EDUCATIONREWARDS FOUNDATION 20-2859609 Page 4 of 5 generally to mean having come from a socio-economic group that traditionally has been under-represented in the graduating class of four-year colleges in contrast to the percentage of persons in society generally, but counselors and professors have discretion to consider other factors suggesting that the students are disadvantaged. For example, the organization is very interested in making sure that single parents returning to college have access to a computer at home so that they do not have to spend money on child care while they use a computer o_)campus; many such students also use public transportation and therefore spend exgra time commuting to school--all the while being away from their children. Giving single parents a computer at home helps them to maintain contact with their children and complete school assignments in a timely manner; it promotes scholarship and strong families. Question 4b-d: The organization determines how many educational resources it • can give away based on its finances; the organization aims to maintain a modest cash reserve for administrative expenses (enough for tax-return preparation, office supplies, etc.), with all other money being spent on educational resources. Each student identified by the counselors and professors as being selected to receive the organization's assistance receives the assistance recommended by the counselors and professors (at this time, they tend to recommend computers and printers), and the amount spent on each student is limited to the amount necessa_ to purchase whatever assistance is recommended. The only conditions put on the assistance is that students must not sell or otherwise dispose of the resources while they are in school and must return the resources if they drop out of school within 12 months of receiving the resources; and they must allow their progress and performance in school to be tracked so that the counselors and professors (and the organization) can determine whether the assistance is actually making a difference in the students' performance at school. Question 5: The organization does not track the performance of recipient students, except indirectly through the direct oversight of counselors and professors; the organization does not collect information about recipient students except their names, contact information, and rank for receipt of assistance as determined by the counselors and professors. The counselors and professors require the students to consent in writing to having their progress tracked and otherwise complying with the organization's conditions. Because students are screened very carefully before receiving assistance, it is unlikely that the organization would ever have to take action for violations of its conditions; however, the organization would seek judicial relief if a recipient violated the conditions. Question 6: The organization does not have a selection committee. It relies on recommendations from counselors and professors who know the students who DEC 0 7 20% Minn-0v Gcn2r9"s Regim Trusts ( P , • * . SOCAL EDUCATION REWARDS FOUNDATION 20-2859609 Page 5 of 5 need assistance. The organization's board of directors reviews the recommendations to make sure that nobody should be disqualified (see next response) and that there are sufficient financial resources for the organization to acquire the educational resources needed by the students. The counselors and professors make their recommendations based on their assessment of whether the students are disadvantaged and are likely to excel in school with the assistance of educational resources to which they otherwise would have no access. Question 7: The organization's board of directors reviews the list of students recommended to receive assistance from the organization to make sure that no relatives are on the list. At this time, none of the directors has a relative at a community college who would qualify as disadvantaged, and thus there is no risk that a relative will receive assistance from the organization.