INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY P. O. BGX 2508 CINCINNATI, OH 45201 Employer Identification Number: Date: . 27-2334193 ULN: l7053l40418000 REVERE AMERICA ASSOCIATION Contact Person: PO BOX 66724 MS WILMER S2405 WASHINGTON, DC 20035 Contact Telephone Number: (877) 829~5500 Accounting Period Ending: December 31 Form 990 Required: YQS Effective Date of Exemption: April 7, 2010 Contribution Deductibility: No Dear Applicant: We are pleased to inform you that upon review of your application_for tax- exempt status we have determined that you are exempt from Federal income tax under section 501(c)(4) of the Internal Revenue Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Please see enclosed Publication 4221-NC, Compliance Guide for Tax~Exempt Organizations (Other than 501(c)(3) Public Charities and Private Foundations), for some helpful information about your responsibilities as an exempt organization. We have sent a copy of this letter to your representative as indicated in your power of attorney. Sincerely, Robert Choi Director, Exempt Organizations Rulings and Agreements Enclosure: Publication Letter 948 INTERNAL REVENUE SERVICE DEPARTMENT OP THE TREASURY P. O. BOX 2508 CINCINNATI, OH 45201 Employer Identification Number: 27-2334193 DLN: REVERE AMERICA ASSOCIATION 17053140418000 ARENT FOX LLP Contact Person: ELIZABETH A MULLEN MS WILMER 52405 1050 CONNECTICUT AVE NW Contact Telephone Number: WASHINGTON, DC 20035 (877) 829-5500 Accounting Period Ending: December 31 Form 990 Required: Yes Effective Date of Exemption: April 7, 2010 Contribution Deductibility: NO Dear Applicant: We are pleased to inform you that upon review of your application for tax~ exempt status we have determined that you are exempt from Federal income tax under section of the Internal Revenue Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Please see enclosed Publication 4221-NC, Compliance Guide for Tax~Exempt Organizations (Other than 501(c)(3) Public Charities and Private Foundations), for some helpful information about your responsibilities as an exempt organization. we have sent a copy of this letter to your representative as indicated in your power of attorney. Sincerely, 4, A _ff ,ln (EL wif; RE-1 Robert Choi Director, Exempt Organizations' Rulings and Agreements Enclosure: Publication 4221-NC Letter 948 (Do/cs) Power of Attorney OMB 1545-0150 Fam I t' t' For IRS Use Only (Rey 2008, an ec ara lon epresen a |ve Received Type or print. See the separate instructions. Name Part I Power of Attorney Toloonono Caution: Form 2848 wi/I 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 Taxpayer name(s) and address Social security number(s) Employer identification 1 number Revere America Association P.O. Box 66724 Washington, o_o. zooas 27 2334193 Daytime telephone number Plan number (if applicable) A hereby appoint(s) the following representative(s) as 2 Representative(s) must sign and date this form on page 2, Part ll. Name and addfess CAF No. 3957955555 . Elizabeth A. Mullen, Aron: Fox LLP roloohone No. 393271575195 . 1050 Connecticut Ave, Nw, washington, oc 20035 Fax No. 2 .. Check if new: Address lj Telephone No. lj Fax No. Name and address CAF Telephone No. Fax No. ft- Check if new: Address Cl Telephone No. Cl Fax No. [1 Name and address CAF No_ Telephone No. .. Fax No. Check if new: Address El Telephone No. [Il Fax No. to represent the taxpayer(s) before the lntemal Revenue Service for the following tax matters: 3 Tax matters Type of Tax (Income, Employment, Excise, etc.) Tax Form Number Year(s) or Period(s) or Civil Penalty (see the instructions for line 3) (1040, 941, 720, etc.) (see the instructions for line 3) Income tax exemption 1024, 8718 2010 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 lj 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 1O_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. ln most cases, the student practitioners (levels and l) 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: TUE EUQQUQY 6 Receipt of refund checks. If you want to authorize a representative named on line 2 to receive, BUT NOT T0 ENDORSE OR CASH, refund checks, initial here and list the name of that representative below. Name of representative to receive refund checl<(s) For Privacy Act and Paperwork Reduction Act Notice, see page 4 of the instructions. Cat. No. 1198OJ Form 2848 (Rev. 6-2008) Form 2848 (Rev. 6-zoos) Page 2 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 . . lf you do not want any notices or communications sent to your representative(s), check this box 8 Retention/revocation of prior power(s) of attomey. The filing of this power of attorney automatically revokes all earlier'power(s) of attorney on file with the Internal Revenue Service for the same tax matters and years or periods covered by this document. lf you do not want to revoke a prior power of attorney, check here YOU MUST ATTACH A COPY OF ANY POWER OF ATTORNEY YOU WANT TO REMAIN IN EFFECT. 9 Signature of taxpayer(s). lf a tax matter concerns a ioint return, both husband and wife must sign If Iolnt representation is requested. eiver administrator, or otherwise, see the instructions. If signed by a corporate officer, partner, guardian, tax matters partner, executor, rec trustee on behalf of the taxpayer, I certify that I have the authority to execute this form on behalf of the taxpayer. IF NOT ED AND DATED, THIS POWER OF ATTORNEY WILL BE RETURNED. eraiqule EURagFa{rf?_ hn Cahill lj Revere America Association PIN Number El Cl Ei Print Name PIN Number Declaration of Re resentative Caution: Students with a special order to represent taxpayers in qualihed Low Income axpayer rnics and U, see the instructions for Part Under penalties of perjury, I declare that: . 0 I am not currently under suspension or disbarment from practice before the Internal Revenue Service; 0 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; 0 I am authorized to represent the taxpayeris) identified in Part I for the tax matter(s) specified there; and I am one of the following: Attorney-a member in good standing of the bar of the highest court of the jurisdiction shown below. Certified Public Accountant-duly qualified to practice as a certified public accountant in the jurisdiction shown below. Enrolled Agent-enrolled as an agent under the requirements of Circular 230. Officer-a bona fide officer of the taxpayers organization. Full-Time Employee-a full-time employee of the taxpayer. Family Member-a member of the taxpayer's immediate family (for example, spouse, parent, child, brother, or sister). Enrolled Actuary-enrolled 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). Unenrolled Return Preparer--the authority to practice before the Internal Revenue Service is limited by Circular 230, section You must have prepared the return in question and the return must be under examination by the IRS. See Unenrolled or the Student Tax Clinic Program (levels a 9 Retum Preparer on page of the instructions. Student Attorney-student 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. Student CPA-student who receives permission to practice I0.7(d) of Circular 230. Enrolled Retirement Plan Agent-enrolled as a retirement plan agent under the requirements of Circular 230 (the authority to practice before the Internal Revenue Service is limited by section . IF THIS DECLARATION OF REPRESENTATIVE IS NOT SIGNED AND DATED, THE POWER OF ATTORNEY WILL BE RETURNED See the Part ll instructions. the IRS virtue of their status as a CPA student under section Designation-Insert Jurisdiction (state) or S. above letter identification 'gna we a 6 3 Form 2848 (nav. 6-zoos) l'7053'l40418000 .mm 1024 Application for Recognition of Exemption 1545-0051 (Rev. September 1998) Undef 501(3) "mm umm" md Department of the Treasury this apgbcatian will tfapzipen' or pu rcinspection. 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 l. ldentihcation of Applicant (Must be completed by all applicants; also complete appropriate schedule.) A 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: El a Section holding corporations (Schedule A. page 7) Section leagues. social welfare organizations (including certain war veterans' organizations), or local associations of employees (Schedule B, page 8) bl Section agricultural, or horticultural organizations (Schedule C, page 9) lj Section leagues, chambers of commerce, etc. (Schedule C, page 9) Section clubs (Schedule D, page 11) ij Section beneiiciary societies, etc., providing life, sick, accident, or other benefits to members (Schedule E, page 13) ij Section employees' beneficiary associations (Parts I through IV and Schedule F. page 14) El Section S01(c)(1 0)-Domestic fraternal societies, orders. etc., not providing life, sick. accident, or other benetits (Schedule E, page 13) - i EI Section life insurance associations, mutual ditch or irrigation companies. mutual or cooperative telephone companies. or like organizations (Schedule G. page 15) _j [3 Section crematoria, and like corporations (Schedule H. page 16) Cl Section insurance companies or associations, other than life or marine (Schedule I, page 17) El Section providing lor the payment of supplemental unemployment compensation benehts (Parts I through IV and Schedule J. page 18) Section post, organization. auxiliary unitfetc.. of past or present members of the Armed Forces of the United States (Schedule K, page 19) El Section holding cor orations or trusts (Schedule A, pa 7) 2 mm 13 Full name of organization (as shown in organizing document) Revere America Association 1b c/o Name (if applicable) Address (number and street) P.O. Box 66724 1C 1d City, town or post ofhce. state. Instructions for Part I. page 2. Washington, D.C. 20035 1e Web site address 3 and ZIP 4 If you have a foreign address, see Specilic 4 Month the annual accounting period ends 5 December Employer identilication number (EIN) (if none, see Specilic Instructions on page 2) 27 5 2334193 Name and telephone number of pcrson to be contacted if additional information is needed Elizabeth A. Mullen, Esq. 202 )775-5704 Date incorporated or formed April 7, 2010 6 Did the organization previously apply lor recognition ol exemption under this Code section or under any other section ol the Code? [3 Yes N0 lf "Yes." attach an explanation. 7 Has the organization tiled Federal income tax returns or exempt organization information returns lf "Yes," state the lorm numbers, years filed, and internal Revenue office where filed. . l:]Yes [2lNo RRESPONDING ORGANIZING DOCUMENTS TO 8 Check the box for the type of organization. ATTACH A CONFORMED COPY OF THE CO THE APPLICATION BEFORE MAILING. Attach a copy of the Articles of incorporation (including amendments and restatements) showing approval by the appropriate state official; also attach a copy of the bylaws. Attach a copy of the Trust indenture or Agreement, including all appropriate signatures and dates. Attach a copy 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. ll this is a corporation or an unincor orated association that has not et ado ted laws, check here a iz] Corporation- ta El Trust- Association- declare under he penalties of perjury that I am authorized to sign this application on behalf of the above organization, and that have examined PLEAS thi pp|iC3li includin accompanyi schedules and attachments. and to the best of my knowledge it is true. correct, and complete. siciv John cehm, President HERE (Signature) Puaifliypelbr print name and title 5_4 of signer) (Dat For Papeniv duction Act Notice. see page 5 of the instructions. Cat. No. 12343K nivyato 1111117 10 CINCINNATI SERVICE CENTER 17152o1o14eoe1 ., Page 2 Part ll. Activities and Operational Information (I\/lust be completed by all applicants) Provide a detailed narrative description of all the activities of the organization-past. present, and planned. Do not merely refer to or repeat the language in the organizational document. List each activity separately in the order of importance based on the relative time and other resources devoted to the activity. Indicate the percentage of time for each activity. Each description should include. as a minimum. the following: a detailed description of the activity including its purpose and how each activity furthers your exempt purpose; lb) when the activity was or will be initiated; and where and by whom the activity will be conducted. Revere America Association ("Revere America" or the "Organization") is organized as a Code sec. 501(c)(4) organization and shall be operated exclusively for public purposes. Revere America's purpose is to promote a national awareness of emerging federal laws, regulations and proposed legislation on issues of concern to Americans such as health care reform, government spending and other issues, which may arise. The Organization intends to engage in issue advocacy with the general public about emerging legislation, new and existing federal laws, and proposals for change. Revere America intends to promote its mission through general public events, media advertising, the Internet, and other forms of communication. Revere America may also engage in grassroots and direct lobbying. General public events are expected to include rallies, small group meetings, and press interviews. They will take place periodically and will be lead by the President of the Organization. Current topics of particular interest are the recent health care bills. their faults and the alternatives for replacing them. Media advertising includes network and cable TV commercials and radio and internet ads that run periodically. The topics are expected to include the increasing reduction of our freedoms, a call to actions by citizens, and request to sign the petition on the Organization's web site The Organization's Internet activities are expected to involve an online request to sign a petition supporting the repeal of "Obamacare," requests for donations, and providing information to the public on public policy issues (currently, health care, but other issues in the future) via video, article links and the tour schedule for the above mentioned Public Events. The organization has not conducted any lobbying activity to date, at does not intend to engage in any lobbying activity for 2010. It may conduct lobbying activity next year if there is any new legislation that may be introduced in Congress related to health care reform. The activities outlined above will begin immediately and continue for so long as the general public remains interested in learning about emerging federal laws and exchanging views on those subjects. The Organization expects each of the above activities to further its public purpose by educating Americans and generating debate regarding the effects that laws and regulations have on our daily lives. 2 List the organization's present and future sources of financial support. beginning with the largest source first. All financial support is expected to come from individual contributors. Page 3 Form 1024 (Rev. 9-98) Part ll. Activities and Operational information (continuedGive the following information about the organization's governing body: Names, addresses. and titles of officers, directors, trustees. etc. Annual compensation John Cahill, President, Treasurer, Secretary, Director $0 Chadbourne Parke 30 Rockefeller Plaza New York, NY 10112 David Beasley. Vice President, Director $0 4813 North Governor Williams Highway Society Hill, SC 29593 $0 Diane Crookham-Johnson, Director 1814 South 7th Street Oskaloosa, IA 52577 If the organization is the outgrowth or continuation of any form of predecessor. state the name of each predecessor. the period during 't co ies of all papers by which any transfer of assets was effected. which it was in existence. and the reasons for its termination. mi If the applicant organization is now. or plans to be. connected in any way with any other organization. describe the other organization and explain the' relationship tinancial support on a continuing basis; shared facilities or employees; same officers. directors. or trustees). If the organization has capital stock issued and outstanding. state: (1) class or classes of the stock; (2) number and par value of the th our or anization's creating in- shares; (3) consideration for which they were issued; and (4) if anydividends have been paid or strument authorizes dividend payments on any class of capital stock. State the qualifications necessary for membership in the organization; the classes of membership (with the number of members in each - 1' cl to `oin, describe the requirement and class); and the voting rights and privileges received. lf any group or class of persons is require 1 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 certihcates issue Membership in the Organization shall consist solely of the individuals serving as directors on the Board. A director's removal or resignation shall also constitute their removal or resignation as a member of the Organization. The Board may, except as otherwise required by law or the Certificate of Incorporation, exercise all such powers and do all such acts and things as may be exercised or done by the Organization. Explain how your organization's assets will be distributed on dissolution. ll li bilities all remaining assets will be distributed exclusively After paying or making provision for the payment a a for and in accordance with the Organization's purposes in such manner, or to such organization(s) organized and operated exclusively for public purposes and which has established its tax exempt status under Code sec. 501(c)(4). laware exclusively for Any assets not so disposed of shall be disposed of by the appropriate court of the State such purposes or to such organization(s), as said Court shall determine, which are organized and operated exclusively for public purposes. Form 1024 (Rev. 9-98) Part ll. 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? . lf "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'?. lf "Yes," state in detail the amount received and the character of the services performed or to be performed. 11 Has the organization made, or does it plan to make, any payments to members or shareholders for services performed or to be performed? lf "Yes," state in detail the amount paid, the character of the services, and to whom the payments have been, or will be, made. 12 Does theorganization have any arrangement to provide insurance for members, their dependents, or others (including provisions for the payment of sick or death benehts, pensions. or annuitics)? lf "Yes," describe and explain the arrangement's eligibility rules and attach a sample copy of each plan document and each type of policy issued. The Organization may, in the future, maintain a directors and officers liability insurance policy. 13 ls the organization under the supervisory jurisdiction of any public regulatory body, such as a social welfare agency. etc.?, lf "Yes," submit copies of all administrative opinions or court decisions regarding this supervision, as well as copies of applications or requests for the opinions or decisions. 14 Does the organization now lease or does it plan to lease any property? lf "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. (lf 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 l-las 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 oflice or to an ollice in a political organization?, if "Yes," explain in detail and list the amounts spent or to be spent in each case. 16 Does the organization publish pamphlets, brochures, newsletters, journals, or similar printed material? If "Yes," attach a recent copy of each. Attached is a copy of an on-line petition regarding health care reform. Page Form 1024 (Rev. 9-ea) Page 5 Part Financial Data (Must be completed by all applicants) Complete the hnancial statements for the current year and for each of the 3 years immediately before it. ll in existence less than 4 years, complete the statements for each year in existence. If in existence less than 1 yeah also provide proposed budgets for the 2 years following the current year. A. Statement of Revenue and Ex enses (8) Current Tax Year 3 Prior Tax Years or Proposed Budget lor Next 2 Years 4/7/10 12/31/10 (0) 1 Gross dues and assessments of members . 2 Gross contributions. gifts. etc. . 2,100,000 2,100,000 2,100,000 6,300,000 3 Gross amounts derived from activities related to the organization's exempt purpose (attach schedule) (Include related cost ol sales on line 9.) 4 Gross amounts from unrelated business activities (attach schedule) 5 Gain from sale of assets, excluding inventory items (attach schedule) 6 investment income (see page 3 of the instructions) 7 Other revenue (attach schedule) 8 Total revenue (add lines 1 through 7) 21100300 2400-000 21100-000 61300000 Expenses 9 Expenses attributable to activities related to the 2'000'000 2'000'oU0 2,000'o0o 6'000'o00 organization's exempt purposes. 10 Expenses attributable to unrelated business activities 11 Contributions, gifts, grants. and similar amounts paid (attach schedule) 12 Disbursements to or lor the beneut ol members (attach schedule) 13 Compensation ol oihcers. directors. and trustees (attach schedule) 14 Other salaries and wages 15 interest 16 Occupancy 17 Depreciation and depletion 18 Other expenses (attach schedule) . 19 Total expenses (add lines 9 through 18) . 20 Excess of revenue over expenses (line 8 minus .me 19, 100,000 100,000 100,000 300,000 B. Balance Sheet at the end of the eriod shown Current Tax Year as _lei OVUO 'tn nm -img 3 UQ o:r as -rn ease "ts We 3 A $3-Qgmraz-57 3 3 vw -S033 _lui -I U5 -4 9. Sg rov-ii? inn. 12 Accounts payable 13 Contributions, gifts, grants, etc., payable . 14 Mortgages and notes payable (attach schedule) 15 Other liabilities (attach schedule) 0 If there has been any substantial change in any aspect of the organization's Gnancial activities since the end of the period shown above, check the box and attach a detailed explanation . . 1 2 Form 1024 (Rev. 9-98) Page 8 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.) Has the Internal Revenue Service previously issued a ruling or determination letter recognizing the applicant organization (or any predecessor organization listed in question 4, Part ll of the application) to be exempt under section 501 and later revoked that recognition of exemption on the basis that the applicant organization (or its predecessor) was carrying on propaganda or otherwise attempting to influence legislation or on the basis that it engaged in political activity? 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. Does the organization perform or plan to perform (lor 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 lacilities or transportation services.job 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 benents to the general public from these activities. (ll the answer to this question is explained in Part ll of the application (pages 2, 3, and 4), enter the page and item number herethe organization is claiming exemption as a homeowners' association. is access to any property or facilities it owns . 0 4 or maintains restricted in any way"Yes," explain. Yes lf 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 oflice of the same employer are eligible for membership give the address of each plant or office. 8 User Fee for Exempt Organization Fo, OMB No. 15451798 . (Re, M, Determination Letter Request . Use Department ofthe Treasury Attach this form to determination letter application. on' Amount paid (Form 8718 is NOT a determination letter application.) User lee screener 1 Name of organization 2 Employer Identification Number 5 2334193 Revere America Association Caution, Do not attach Form 8718 to an application for a pension plan determination letter. Use Form 8717 instead. 3 Type of request Fee a Cl Initial request for a determination letter for: 0 An exempt organization that has had annual gross receipts averaging not more than $10,000 during the preceding 4 years or A new organization that anticipates gross receipts averaging not more than $10,000 during its first 4 years $400 Note. lf you checked box Ba. 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 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 Internal Revenue Service to a form or its instructions must be 4 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; 2009-1 229, or latest annual update. Check the box or boxes on line 3 for the type of application you are submitting. If you check box Sa, you must complete and sign the certification statement that appears under line Sa. 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 detennination 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: P.O. 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. lf 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 Cal. No. 64 7282 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 wilt vary depending on individual circumstances. The estimated average time is 5 minutes, lf 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, IR-6526, Washington, DC 20224. Do not send this form to this address, instead. see Where To File above. Form 8718 it-2010) Qefazz/are PAGE 1 Tie State I, YJEFFREY 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 AMERICA FILED IN THIS OFFICE ON THE SEVENTH DAY OF APRIL A.D. 2010, AT 5:29 P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. 21 AR an Gao jeffrey W. Bullock, Secretary ofState 4808992 8100 AUTHEN TIONZ 7918126 A 4. 1, A 100360798 DATE: 04-07-l|'ll| 0 You may verify this certificate online a corp. delaware . gov'/aluthvor. sh .-, State of Delaware Secreta.;y of State D1v.1.s.1on Cor?orat.1.ons nellvered 05 29 04/07/2010 FILED 05 29 PM 04/07/2010 000' 100000700 4000002 FILE CERTIFICATE or INCORPORATION OF REVERE AMERICA ASSOCIATION ARTICLE I The name of the corporation is Revere America Association. II The address of the registered office of the corporation in the State of Delaware is |209 Orange Street, in the City of Wilmington, County of New Castle, DE 19801. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE This Corporation shall be a nonprofit corporation. The Corporation is organized and shall be operated exclusively for public purposes within the meaning of lntemal Revenue Code section 501(c)(4), or the corresponding provisions of any future United States Internal Revenue Law (the "Code"). The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Code and the General Corporation Law of the State of Delaware. In particular, and without limiting the foregoing, the purpose of the corporation is to promote a national awareness of emerging federal laws, regulations and proposed legislation on issues of concem to Americans such as health care reform, government spending and other issues which may arise by holding public forums, publishing issue-based information, and engaging in grassroots lobbying through a variety of media including the lntemet and paid advertising. ARTICLE IV The corporation shall not have any capital stock. ARTICLE The conditions of membership are set forth in the bylaws of the Corporation. ARTICLE VI The Corporation shall be managed by a Board of Directors who shall be elected in the manner provided by the bylaws of the Corporation. The number of directors ofthe Corporation shall be determined by and provided for in the manner set forth in the bylaws of the Corporation, but shall not at any time be less than three. Directors may succeed themselves in office for an unlimited number of terms. The Board of Directors of the corporation shall have the power to adopt, amend or repeal Bylaws of the corporation. ARTICLE The property of this corporation is irrevocably dedicated to public purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for public purposes and which has established its tax exempt status under Intemal Revenue Code section 50l(c)(4). ARTICLE To the fullest extent permitted by law, no director of the corporation shall be personally liable for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the Delaware General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Neither any amendment nor repeal of this Article nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such amendment, repeal or adoption of such an inconsistent provision. ARTICLE IX The name' and mailing address of the incorporator is Patricio E. Garavito, c/o Arent Fox LLP, l050 Connecticut Avenue, NW, Washington, DC 20036. I, the undersigned incorporator, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate,.and do certify that the facts herein stated are true, and have accordingly set my hand this day of April, 2010. Patricio E. Garavito Patricio E. Garavito, Incorporator 052.1 BYLAWS OF REVERE AMERICA ASSOCIATION . As Adopted on May 7, 2010 ARTICLE I OFFICES The principal office of Revere America Association (the "Corporation") shall be located within or without the State of Delaware, at such place as the Board (as defined in Section 3.1) shall from time to time designate. The Corporation may maintain additional offices at such other places as the Board may designate. The Corporation shall have and maintain within the State of Delaware a registered office at such place as may be designated by the Board. ARTICLE II MEMBERSHIP Section 2.1 Who Shall be Members. The members of the Corporation shall consist solely of the individuals that are serving as directors of the Corporation. Section 2.2 Term of Membership. The term of office of any member shall be for the duration of their service as a director. A director's removal or resignation shall also constitute their removal or resignation as a member of the Corporation. A director may be removed with or without cause with the approval of two-thirds of the members. Section 2.3 Annual Meeting. A meeting of the members shall be held annually for the election of directors and the transaction of such other business as may properly come before the members on a date and at a time determined by the Board. Section 2.4 Special Meetings. A special meeting of the members may be called at any time by the President or by a majority of the Board. Section 2.5 Place and Time of Meetings. Meetings of members may be held at such place, within or without the State of Delaware, and at such hour as may be fixed in the notice of the meeting. If no place and hour are so fixed, such meetings shall be held at the principal office ofthe Corporation at 10 A.M. Section 2.6 Notice of Annual and Special Meetings. Written notice of each meeting of the members shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, shall state the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting. When a meeting is adjoumed to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record entitled to vote at the meeting. Section 2.7 Quorum. A majority of the members of the Corporation shall constitute a quorum at a meeting of members, and the affirmative vote of a majority of such members present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the members. Section 2.8 Proxies. Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons proxy. Every member may authorize another person or persons to act for him as proxy in the manner provided by law. No proxy shall be valid after three years from the date of its execution unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law. Section 2.9 Votc. 'Each member shall be entitled at every meeting of the members to one vote. Whenever any corporate action is to be taken by vote of the members, it shall, except as otherwise required by law or by the Certificate of Incorporation, be authorized by the affirmative vote of a majority of the members present in person or represented by proxy at the meeting and entitled to vote thereon. Section 2.10 Presiding Officer and Secretary. At any meeting of the members, if neither the Chairman of the Board (if any), nor President, nor a Vice President, nor a person designated by the Board to preside at the meeting shall be present, the members present shall appoint a presiding officer for the meeting. If neither the Secretary nor an Assistant Secretary is present, the appointee of the person presiding at the meeting shall act as secretary of the meeting. Section 2.11 Informal Action by Members; Meetings by Conference Telephone. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken by the members at any annual or special meeting may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members having a right to vote thereon were present and voted. Such written consents shall be delivered to the Corporation by delivery to_ its principal place of business. Every written consent shall bear the date of signature of each member who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 2.12 to the Corporation, written consents signed by a sufficient number of members to take action are delivered to the Corporation by delivery to its principal place of business. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those members who have not consented in writing. Except as otherwise required by law or restricted by the Certificate of Incorporation or these bylaws, the members may participate in a meeting of the members by means of conference telephone or similar communications equipment 2 by means of which all persons participating in the meeting can hear each other at the same time, and such participation shall constitute presence in person at the meeting. ARTICLE BOARD OF DIRECTORS Section 3.1 Functions and Definitions. The affairs of the Corporation shall be managed by a board of directors (the "Board"). The word "director" or "directors" herein refers to an individual or individuals serving on the Board notwithstanding the designation of a different official title or titles. Section 3.2 Qualification and Number. Each director shall be a natural person, but need not be a citizen of the United States or a resident of the state of Delaware unless a majority of the directors then in office shall provide otherwise. The number of directors may be increased or decreased from time to time by an amendment of these bylaws, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. The number of directors shall never be fewer than three. Section 3.3 Election and Term. At each amiual meeting of the members, the members shall elect each director to hold office. The term of office of each director shall be one year and shall continue until the director's successor has been elected, appointed or chosen, and qualified. Section 3.4 Vacancies and Newly Created Directorships. Vacancies and newly- created directorships, resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office. A director elected to fill a vacancy shall hold office until the next annual meeting of the members and until such director's successor has been elected,`appointed or chosen, and qualified. - Section 3.5 Removal of Directors. Any one or more of the directors may be removed with or without cause at any time by action of the members, provided that written notice of such removal is given to any director so removed. Section 3.6 Resignations. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Section 3.7 Quorum; Vote Required for Action. At all meetings of the Board, a majority of the total number of authorized directors shall constitute a quorum for the transaction of business. Except as otherwise provided herein or in the Certificate of Incorporation, or required by law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. Section 3.8 Regular Meetings; Special Meetings. Meetings shall be held at such time as the Board shall fix, except that the Board shall meet at least once per calendar quarter. Meetings shall be held at such place within or without the state of Delaware as shall be fixed by 3 the Board. Notice of regular meetings need not be given if the date, times and places thereof are fixed by resolution of the Board. Special meetings may be called by the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, or by a majority of the directors then in office. Notice of the time, date and place of a special meeting shall be given, orally, in writing or by electronic transmission (including electronic mail), by the person or persons calling the meeting to all directors at least four days before the meeting if the notice is mailed, or at least 24 hours before the meeting if such notice is given by telephone, hand delivery, facsimile, electronic mail or other means of electronic transmission. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting. The notice of any meeting need not specify the business to be transacted or the purpose of the meeting. Notice of any adjoumment of a meeting of the Board to another time or place because a quorum is not present shall be given to the directors who were not present at the time of the adjournment and, unless such time and place are not announced at the meeting, to the other directors. Any requirement of fumishing a notice shall be waived by any director who signs a waiver of notice before or after the meeting. Section 3.9 Remote Meetings Permitted. Members of the Board, or any committee of the Board, may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to conference telephone or other communications equipment shall constitute presence in person at such meeting. Section 3.10 Organization. Meetings of the Board shall be presided over by the Chairperson of the Board, or in such person's absence by the President, or in such person's absence by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in such person's absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. Section 3.11 Written Action by Directors. Any action required or pennitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, respectively. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Section 3.12 Powers. The Board may, except as otherwise required by law or the Certificate of Incorporation, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation. ARTICLE rv COMMITTEES Section 4.1 Committees. The Board may designate one or more committees, each committee to consist of one or more of the directors. The Board may designate one or more 4 directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting of such committee who are not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to the following matters: removing or replacing any directors of the Corporation; (ii) adopting, amending or repealing an_y bylaw of the Corporation; amending the Certificate of Incorporation; (iv) adopting an agreement of merger or consolidation; authorizing the sale, lease or exchange of all or substantially all of the Corporation's property and assets; or (vi) taking any action to dissolve the Corporation. Section 4.2 Advisory Committees. The Board may designate other committees not having and exercising the authority of the Board in the management of the affairs of the Corporation. Section 4.3 Committee Rules. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article of these bylaws. Section 4.4 Service of Committees. Each committee ofthe Board shall serve at the pleasure of the Board, The designation of any such committee and the delegation thereto of authority shall not alone relieve any director of his duty under law to the Corporation. Section 4.5. Records. Minutes shall be kept of each meeting of each committee. Copies of the minutes of each such meeting shall be filed with the corporate records and supplied to the Secretary after such meeting. ARTICLE OFFICERS Section 5.1 Generally. The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers, including a Chairperson of the Board and/or Chief Financial Officer, as may from time to time be appointed by the Board. All officers shall be elected by the Board; provided, however, that the Board may empower the President of the Corporation to appoint officers other than the Chairperson of the Board, the President, the Chief Financial Officer or the Treasurer. Each officer shall hold office until such person's successor is elected and qualified or until such person's earlier resignation or removal. Any number of offices may be held by the same person. Any officer may resign at any time upon written notice to the Corporation. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board. 5 Section 5.2 President. Subject to the control of the Board and such supervisory powers, if any, as may be given by the Board, the powers and duties of the President of the Corporation are to act as the chief executive officer of the Corporation and, subject to the control of the Board, to have general supervision, direction and control of the business and affairs of the Corporation. Section 5.3 Chairperson of the Board. The Chairperson of the Board shall have the power to preside at all meetings of the Board and shall have such other powers and duties as provided in these bylaws and as the Board may from time to time prescribe. Section 5.4 Vice President. Each Vice President shall have all such powers and duties as are commonly incident to the office of Vice President, or that are delegated to him or her by the Board or the President. A Vice President may be designated by the Board to perform the duties and exercise the powers of the President in the event of the President's absence or disability. Section 5.5 Chief Financial Officer. The Chief Financial Officer shall be the Treasurer of the Corporation unless the Board shall have designated another officer as the Treasurer of the Corporation. Subject to the direction of the Board and the President, the Chief Financial Officer shall perform all duties and have all powers that are commonly incident to the office of Chief Financial Officer. Section 5.6 Treasurer. The Treasurer shall have custody of all monies of the Corporation. The Treasurer shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions. The Treasurer shall also perform such other duties and have such other powers as are commonly incident to the office of Treasurer, or as the Board or the President may from time to time prescribe. Section 5.7 Secretary. The Secretary shall issue or cause to be issued all authorized notices for, and shall keep, or cause to be kept, minutes of all meetings of the Board. The Secretary shall have charge of the corporate minute books and similar records and shall perform such other duties and have such other powers as are commonly incident to the office of Secretary, or as the Board or the President may from time to time prescribe. Section 5.8 Delegation of Authority. The Board may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof. I Section 5.9 Removal. Any officer of the Corporation shall serve at the pleasure of the Board and may be removed at any time, with or without cause, by the Board. Such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation. ARTICLE VI INDEMNIFICATION Section 6.1 Indemnification of Officers and Directors. Each person who was or is made a party to,_ or is threatened to be made a party to, or is involved in any action, suit or 6 proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that such person (or a person of whom such person is the legal representative), is or was a director or officer of the Corporation, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the Act, against all expenses, liability and loss (including attorneys' fees, judgments, fines and penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, provided such person acted in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. Such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of such person's heirs, executors and administrators. Notwithstanding the foregoing, the Corporation shall indemnify any such person seeking indemnity in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board. Section 6.2 Advance of Expenses. The Corporation shall pay all expenses (including attorneys' fees) incurred by such a director or officer in defending any such Proceeding as they are incurred in advance of its final disposition; provided, however, that if the Act then so requires, the payment of such expenses incurred by such a director or officer in advance of the final disposition of such Proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under this Article VI or otherwise; and provided, further, that the Corporation shall not be required to advance any expenses to a person against whom the Corporation directly brings a claim, in a Proceeding, alleging that such person has committed an act or omission not in good faith or that involves intentional misconduct or a knowing violation of law, or derived an improper personal benefit from a transaction. Section 6.3 Non-Exclusivity of Rights. The rights conferred on any person in this Article VI shall not be exclusive of any other right that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, bylaws, agreement, vote or consent of disinterested directors, or otherwise. Section 6.4 Effect of Amendment. Any amendment, repeal or modification of any provision of this Article VI shall be prospective only, and shall not adversely affect any right or protection conferred on a person pursuant to this Article VI and existing at the time of such amendment, repeal or modification. ARTICLE VII NOTICES Section 7.1 Notice. Except as otherwise specifically provided in these bylaws (including, without limitation, Section 7.l(b) below) or required by law, all notices required to be given pursuant to these bylaws shall be in writing and may in every instance be effectively given by hand delivery (including use of a delivery service), by depositing such notice in the mail, postage prepaid, or by sending such notice by prepaid overnight express courier or facsimile, 7 electronic mail or other means of electronic transmission. Any such notice shall be addressed to the person to whom notice is to be given at such person's address as it appears on the records of the Corporation. The notice shall be deemed given in the case of hand delivery, when received by the person to whom notice is to be given or by any person accepting such notice on behalf of such person, (ii) in the case of delivery by mail, upon deposit in the mail, in the case of delivery by overnight express courier, when dispatched, and (iv) in the case of delivery via facsimile, electronic mail or other means of electronic transmission, when dispatched. Notice given pursuant to this Section 7.l(a) shall be deemed given: if by facsimile telecommunication, when directed to a number at which the director has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the director has consented to receive notice; if by any other form of electronic transmission, when directed to the director. An affidavit of the secretary or an assistant secretary (if any) that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Section 7.2 Waiver of Notice. Whenever notice is required to be given under any provision of these bylaws, a written waiver of notice, signed by the person entitled to notice, or waiver by electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of directors ,or members of a committee of directors need be specified in any waiver of notice. ARTICLE CONFLICT OF INTEREST The Corporation hereby adopts the "Conflict of lnterest" policy attached as Exhibit A. ARTICLE IX DISSOLUTION - In the event of termination, dissolution, or winding up ofthe Corporation in any manner or for any reason whatsoever, the directors shall, after paying or making provision for the payment of all of the proper liabilities of the Corporation, dispose of all of the remaining assets of the Corporation exclusively for and in accordance with the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for public purposes and which has established its tax exempt status under Internal Revenue Code section 5Ol(c)(4). Any such assets not so disposed of by the Board shall be disposed of by the appropriate court of the State of Delaware exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for public purposes. 8 Exhibit A Conflict of Interest Policy of the Revere America Association Article I Purpose The purpose of the conflict of interest policy is to protect the Revere America Association's ("Organization") interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws goveming conflict of interest applicable to nonprofit social welfare organizations. Article Il Definitions l. Interested Person Any director, principal officer, or member ofa 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: a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, b. A compensation arrangement with the Organization or with any entity or individual with which the Organization 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 Organization 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 Article Section 2, 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. Article Procedures l. 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 goveming 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. 3. 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 goveming 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 Organization 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 goveming board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization'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. 4. Violations of the Conflicts of Interest Policy a. If the goveming 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 2 basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. b. 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. Article IV Records of Proceedings The minutes of the governing board and all committees with board delegated powers shall contain: a. 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. b. 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 altematives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Article Compensation a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation. b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation. c. No voting member ofthe goveming board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation. 3 Article VI 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: a. Has received a copy of the conflicts of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands the Organization is a non-profit public benefit corporation 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. Article vu Periodic Reviews To ensure the Organization operates in a manner consistent with public benefit 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: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further public benefit purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. . Article Use of Outside Experts When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted. 4 RESPECTING OUR HISTORY. PROTECTING OUR FUTURE. RICADRG Petition to Repeal ObamaCare WHEREAS the health care bill recently passed by the United States Congress and signed into law by President Obama ignores the will ofthe majority ol`Americans who vigorously oppose govemment controlled national health care, and WHEREAS this law includes an unprecedented overreach of the federal government into the lives of individuals and tramples on the Constitution, and WHEREAS this law threatens the patient-physician relationship and the highest standards of medical care, and WHEREAS this law mandates that citizens either purchase health insurance or pay a fine to the federal government for not doing so, and WHEREAS this law our economy and our children's futures by adding nearly one trillion dollars to the national deficit and substantially increasing taxes on families and businesses, and WHEREAS in sum and total this law represents an arrogant disregard for the personal freedom of the people of the United States, THEREFORE BE IT RESOLVED that we the undersigned citizens ofthe United States of America support the repeal and replacement ofthis law with responsible reforms to our nation's health care system. Email Address: First Name: Last Name: 'Addressz 'City: 'Statex Zipcode: I 'Phone Number: iFSubr'nll in These are not required fields Back to HOITIS. Paid for by Revere America PO Box 66724 Washington, DC 20035 Not authorized by any candidate or candidates committee Privacy Policy