8718 (Rev. September 2015) Department of the Treasury Internal Revenue Service User Fee for Exempt Organization F0, 3 Determination Letter Request Ins conuanumner Attach this form to determination letter application. Amount paid (Form 87t8 is NOT a determination letter application.) only Usenet, we?, 1 Name of organization 2 Employer identification Number Majority Forward 474368320 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 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. If you checked box 3a. you must complete the Certi?cation 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 ?rst 4 years . $850 0 Group exemption letters . . . . . $3,000 nstructions lntemai Revenue Service to a form or its instructions must be The law requires payment of a user fee with each application for a determination letter. The user fees are listed on line 3 above. For more information, see Rev. Proc. 2015-8, 2015-1 235. or latest annual update. Check the box or boxes on line 3 for the type of application you are submitting. If you check box 3a, you must complete and sign the certification statement that appears underline 3a. Attach to Form 8718 a check or money order payable to the ?United States Treasury? for the full amount of the user fee. If you do not include the full amount, your application will be returned. Attach Form 8718 to your determination letter application. Generally, the user fee will be refunded only if the lntemai Revenue Service declines to issue a determination. Where To File Send the determination letter application and Form 8718 to: PO. Box 12192 Covington. KY 41012-0192 Who Should File Organizations applying for federal income tax exemption, other than filers of Form 1023, Application for Recognition of Exemption Under Section 501(c)(3), or Form 1023-EZ (tiled only electronically), should file Form 8718. Paperwork Reduction Act Notice. We ask for the information on this form to carry out the lntemai Revenue laws of the United States. If you want your organization to be recognized as tax-exempt by the IRS, you are required to give us this information. We need it to determine whether the organization meets the legal requirements for tax-exempt status. You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number. Books or records relating retained as long as their contents may become material in the administration of any lntemai Revenue law. The rules governing the confidentiality of Form 8718 are covered in section 6104. The time needed to complete and file this form will vary depending on individual circumstances. The estimated average time is 5 minutes. If 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 send us comments from Click on ?More Information" and then on ?Give us feedback." Or you can send your comments to the Internal Revenue Service. Tax Forms and Publications, 1111 Constitution Ave. NW. IR-6526. Washington, DC 20224. 00 not send the form to this address. Instead, see Where To File, above. Cat. No. 647282 Form 8718 (Rev. 9-2015) OMB No. 1545-0130 rem. Pewer 0' Attemey ?7errne'o3??eoey (new. Dec. 2015) and Declaration of Representative Received by; Department of the Treasuy I . internal mm Information about Form 2848 and its Instructions Is at wwamggv/Iormm Name Power of Attorney Telephone Caution: A separate Form 2848 must be completed for each taxpayer. Form 2848 will not be honored Function for any purpose other than representation before the Date 1 Taxpayer information. Taxpayer must sign and date this form on page 2. line 7. Taxpayer name and address Majority Forward 641 5. Street NW. 3rd Floor Taxpayer identi?cation numberis) 4704368320 Daytime telephone number Plan number at applicable) Washington. DC 20001 292-450-3488 hereby appoints the following representativeis) as 2 Representativeis) must sign and date this form on page 2. Part ii. Name and address CAF No "93993911195 Emw. Rem Pm .. 700 13th Street NW, Suite 300 Telephone No. Washington. DC 20005 Fax No. Check if to be sent copies of notices and commu_nications Check if new: Address Tel?ihone No. Fax No. Name and address CAF N0. .- Kathe?m T. ?Beau PTIN 901955199 700 13th Street NW, Suite 600 Telephone NO- .- Washington, DC 20005 Fax No. 202-654-6211 Chock if to be neat copies of notices and communications Check if new: Address Telephone No. Fax No. C) Name and address NoPTIN Telephone No. Fax No. (Note: IRS sends notices and commurications to oriy two representatives) Check if new: Address Telephone No. Fax No, Name and address CAF NO- .. PTIN Telephone No. Fax No. (Note: sends notices and communICations to only two representatives.) Check if new: Address Telephone No. [3 Fax No. CI to represent the taxpayer before the Internal Revenue Service and perform the following acts: 3 Act: authorized (you are required to complete this line 3). With the exception of the acts described in line so. I authorize my represented/?3) to receive and inspect my confidential tax information and to perform acts that I can perform with respect to the tax waiters described below. For example. my representativqs) she! have the authority to sign any ageements. consents. or similar documents (see instructions for line 5a ior authorizing a representative to sign a return). Desuiption of Matter (income. Ermloyment. Payroll. txcise. Estate. Gift, Ws?eblower. Practitiona' PLR. FOIA. Civil Penaly. Sec. 5000A Shared Responsibiliy Payment, Sec 4980H Shaed Wieldiin Paymem. etc.) (sec instnicticns) Tax Form Number (1040. 941. 720. etc.) (ii applicable) Yearfs) or Period(s) (if applicable) (see instructions) Application for Recognition of Exemption under Section 501(c) 1024 Annual information Return 990 2016 throth 2019 4 Specific use not recorded on Centralized Authorization File (CAP). If the power of attorney is for a specific use not recorded check this box. See the instructions for Line 4. Specific Use Not Recorded on CAF . 5a instructions for line 5a for more information): CI Authorize disclosure to third parties; Substitute or add representative(s); Sign a return; Additional acts authorized. In addition to the acts listed on line 3 above, authorize my representative(s) to pariorm the following acts (see Other acts authorized: For Privacy Act and Pmerwork Reduction Act Notice, see the Instructions. Cat. No. 11980J iorm Form 2848 (Rev. 12-2015) Page 2 Specific acts not authorized. My representativqs) is (are) not authorized to endorse or otherwise negotiate any check (including directing or accepting payment by any means. electronic or otherwise. Into an account owned or controlled by the representative(s) or any firm or olhe entity with whom the representative(s) is (are) associated) issued by the government in respect of a federal tax liability. List any other specific deletions to the acts otherwise authorized in this power oi attorney (see Instructions for line 5b): -..--. .-. - -. -. 6 Retention/revocation of prior power(e) of attorney. The filing of this power of attorney automatically revokes all earlier pcwer(s) of attorney on file with the Internal Revenue Service for the same matters and years or periods covered by this document. if you do not want . . . . . . . . . . . . . . . . . . . . . . . . . . YOU MUST ATTACH A COPY OF ANY POWER OF ATTORNEY YOU WANT TO REMAIN IN EFFECT. 7 Signature of taxpayer. if a tax matter concerns a year In which a joint return was filed. each spouse must file a separate power of attorney even it they are appointing the same representativeis). it signed by a corporate officer. partner. guardian. tax matters partner, executor, receiver. administrator, or trustee on behalf of the taxpayer, certify that I have the legal authority to execute this form on behalf of the taxpayer. IF NOT COMPLETED, SIGNED, AND DATED, THE IRS WILL RETURN THIS POWER OF ATTORNEY TO THE TAXPAYER. -- -. Signature Date Title (if applicable) Rebecca Lambs Majority Forward Print Name Print name of taxpayer from line i if other than individual Declaration of Representative Under penalties of perjury, by my signature below I declare that: i am not currently suspended or disbarred from practice. or ineligible for practice. before the internal Revenue Service; 0 I am subiect to regulations contained in Ckcular 230 (31 CFR. Subtitle A. Part 10), as ernended. governing practice before the Internet Revenue Service; 0 i am authorized to represent the taxpayer identified in Part for the matter(s) specified there; and i am one of the following: a Attorney?a member in good standing of the bar of the highest court of the shown below. Certified Public Accountant-licensed to practice as a certified public accountant is active in the jurisdiction shown below. Enrolled Agent?enrolled as an agent by the Internal Revenue Service per the requirements of Circular 230. Officer?a bona fide officer of the taxpayer organization. 0 Full-Time Employee?a full-time employee of the taxpayer. I Family Member?a member of the taxpayer's immediate family (spouse, parent. child. grandparent. grandchild. step- parent. step?child. brother. or sister). Enrolled Actua'y-enroiled 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). it Unenroiled Return Preparer?Authority to practice before the ins is limited. An unenroiled return preparer may represent, provided the preparer (1) prepared and signed the return or claim for refund (or prepared if there is no signature space on the form); (2) was eligible to sign the return or claim for refund; (3) has a valid and (4) possesses the required Annual Filing Season Program Record of Compietion(s). See Special Rules and Requirements for Unenroiled Retum Preparers In the Instructions for additional information. it Student Attorney or CPA?receives permission to represent taxpayers before the IRS by virtue of his/her status as a law. business. or accounting student working in an LITC or STCP. See instructions for Part Ii for additional inlormatlon and requirements. 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 COMPLETED, SIGNED. AND DATED, THE IRS WILL RETURN THE POWER OF ATTORNEY. REPRESENTATIVES MUST SIGN IN THE ORDER LISTED iN PART i, LINE 2. Note: For designations d-i, enter your title. position. or relationship to the taxpayer in the 'Liceneing iurlsdicticn' column. . Licensing lurisdiction Bar. license. certification. Designation (State) or other registration. or enrollment '33; $338 licensing authority number (if applicable). S'gnmum Dam of applicable). A DC 487760 72 A no 1oggsz I Form 12?2015) 1024 Application for Recognition of Exemption (Rev. September 1998) Under Section 50 1 If 3W states It approved. Department of the Treasury this application wil be open internal Revame Service for public Inspection. Read the instructions for each Part carefully. A User Fee must be attached to this application. If the required information and appropriate documents are not submitted along with Form 8718 (with payment of the appropriate user fee). the application may be returned to the organization. Complete the Procedural Checklist on page 6 of the instructions. Part I. Mortification of Applicant (Must be completed by all applicants; also complete appropriate schedule.) Submit only the sc edule that applies to your organization. Do not submit blank schedules; Check the appropriate box below to indicate the section under which the organization is applying: a Section holding corporations (Schedule A. page 7) VJ Section 501 leagues. social welfare organizations (Including certain war veterans? organizations). or local associations of employees (Schedule 8. page 8) Section agicuitural. or horticrlturai organizations (Schedule C, page 9) Section 501(c)(6)- --euslness leagues. chambers of commerce. etc (Schedule c, page 9) Section 501 Social clubs (Schedule 0, page 11) I [3 Section beneficiary societies. etc., providing Ife, sick. accident. or other benefits to members (Schedule E, page 13) 9 Cl Section employees? beneficiary associations (Parts I through IV and Schedule F, page 14) Section fraternal societies. orders. etc. not providing life. sick. accident. or other bene?ts (Schedule E. page 13) i Section life insurance associations. mutual ditch or irrigation companies. mutual or cooperative telephone companies. or like organizations (Schedule 6. page 15) 1 El Section crematoria, and like corporations (Schedule H, page 16) it [3 Section insurance companies or associations. ether than life or marine (Schedule l, page 17) i Section providing for the payment of supplemental unemployment compensation benefits (Parts I through iv and Schedule 1. page 18) in El Section post. organization. auxitary urit. etc, of past or present members of the Armed Forces of the Unted States (Schedule K. page 19) Section l1on corporations or trusts (Schedule A. page 7) 1a Full name of organization (as shown in organizing document) 2 Employer identification number (EIN) (if none. see Specific Instructions on page 2) Maiorlty Forward 47 4368320 1b clo Name (if applicable) 8 Name and telephone number of person to be contacted if additional information is needed Rebech Lambe 1c Address (number and street) Room/Suite 641 3. Street NW 3rd Floor 1d City. town or post office. state, and ZIP 4 if you have a foreign address. see Specific Instructions for Part l. page 2. Washington, DC 20001 202 450-3486 to Web site address 4 Month the annual accounting period ends 5 Date lncorporated or formed I May 06l18l2015 6 Did the organization previously apply for recognition ol exemption under this Code section or under any other section of the Code? Yes (6 No If "Yes." attach an explanation. 7 Has the organization filed Federal income tax returns or exempt Organization information returns?Yes.? state the form numbers. years lied. and Internal Revenue office where ?led. 8 Check the box for the type of organization. ATTACH A CONFORMED COPY OF l?Ht CORRESPONDING ORGANIZING DOCUMENTS TO THE APPIJCATION BEFORE MAILING. a El Corporation? Attach a copy of the Articles of incorporation (including amendments and restatements) showing approval by the appropriate state of?cial; also attach a copy of the bylaws. Trusl? Attach a copy of the Trust lndenture or Agreement. including all appropriate signatures and dates. 0 Associatlon? 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. if this is a corporation or an unincorporated association that has not yet adopted bylaws. check here . . . . . declare under the penalties of perjury that i am authorized to sign this application on behail of the abovo organization, and that i have oxamhcd this app cluding the mpan ng schedules and attachments. and to the best of my knowledge I is true. correct. and complete. PLEASE srou . Rebecca Lambs. President .50 (0a HERE argue," For Paperwork Reduction Act Notice. see page of the motivations. Cat. No. 12343K Page 2 Form 1024 (Rev. 9-98) Part II. Activities and Operational Information (Must be completed by all applicants) 1 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; when the activity was or will be initiated; and where and by whom the activity will be conducted. See attached. 2 List the organization's present and future sources of ?nancial support. beginning with the largest source first. The organization ls funded primarily by contributions from individuals and tax-exempt organizations. Form 1024 (Rev. 9-98) Part II. Activities and Operational Information (continued) 3 Give the following Information about the organization?s governing body: a Names. addresses, and titles of of?cers, directors. trustees, etc. Rebecca Lambe, President Director. 700 13th St. NW. Suite 600, Washington DC 20005 J.B. Poersch, Treasurer a Director, 700 13th St. NW, Suite 600, Washington Dc 20005 Susan McCue. Director. 700 13th St. NW. Suite 600, Washington DC 20005 Page 3 Annual compensation $90,000 $0 $0 4 If the organization is the outgrowth or continuation of any form of predecessor, state the name of each predecessor. the period during which it was in existence, and the reasons for its termination. Submit copies of all papers by which any transfer of assets was effected. NIA 5 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 ?nancial support on a continuing basis: shared facilities or employees; same of?cers, directors. or trustees). See attached. 6 if the organization has capital stock issued and outstanding, state: (1) class or classes of the stock; (2) number and par value of the shares: (3) consideration for which they were issued; and (4) if any dividends have been paid or whether your organization?s creating in- strument authorizes dividend payments on any class of capital stock. NIA 1 State the qualifications necessary for membership in the organization; the classes of membership (with the number of members in each class); and the voting rights and privileges received. If any group or class of persons is required to join, describe the requirement and explain the relationship between those members and members who join voluntarily. Submit copies of any membership solicitation material Attach sample copies or all types of membership certificates issued. NIA 8 Explain how your organization's assets will be distributed on dissolution. Upon winding up and dissolution of the organization, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed tax-exempt entity consistent with the mission and goals of the organization. Form 1024 (Rev. 9-98) page 4 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 If "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. Yes No 10 Does. or will. any part of your organization's receipts represent payments for services performed or to be performed? . L- Yes No if ?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 ortobeperforrned7. if "Yes," state in detail the amount paid. the character of the services. and to whom the payments have been, or will be, made. Yes No 12 Does the organization have any arrangement to provide insurance for members. their dependents. or others (including provisions for the payment of sick Or death benefits, pensions, or annuities?Yes,? describe and explain the arrangement's eligibility rules and attach a sample copy of each plan document and each type of policy issued. Yes No 13 Is the organization under the supervisory jurisdiction of any public regulatory body, such as a social welfare agency. etc.?. if ?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?Yes.? explain in detail. include the amount of rent. a description of the property, and any relationship between the applicant organization and the other party. Also, attach a copy of any rental or lease agreement. (If the organization is a party, as a lessor, to multiple leases of rental real property under similar lease agreements, please attach a single representative copy of the leases.) Yes No See attached. 15 Has the organization spent or does it plan to spend any money attempting to influence the selection. nomination, election, or appointment of any person to any Federal. state. or local public office or to an office in a political organization?. . Yes El No If ?Yes.? explain in detail and list the amounts spent or to be spent in each case. See attached. 16 Does the organization publish pamphlets, brochures, newsletters, Joumals, or similar printed material?Yes,? attach a recent copy of each. Form 1024 (Rev. 9-98) Page 5 Part Financial Data (Must be completed by all applicants) Complete the financral statements for the current year and for each of the 3 years lmmedlately before it. If in existence less than 4 years. complete the statements for each year in existence. If in existence less than 1 year, also provide proposed budgets for the 2 years following the current year. A. Statement of Revenue and Expenses Current Tax Year 3 Prior Tax Years or Proposed Budget for Next 2 Years 6/2015 alts-silt. to, a, .. rm. 1 Gross dues and assessments of members 2 (3,055 contributions. gifts. em . $7,223,946 $20,000,000 $8,000,000 $35,223,946 Gross amounts derived from activities related to the organization?s exempt purpose (attach schedule) (include related cost of sales on line 9.) 4 Gross amounts from unrelated business activities (attach schedule) 5 Gain from sale oi assets. excluding inventory items (attach schedulelnvestrnent income (see page 3 of the instructions) 7 Other revenue (attach schedule). a Total revenue (add lines 1 through 7) . 37.223345 320.0001000 $3,000,000 535323.945 Expenses 9 Expenses attributable to activities related to the organizations exempt purposes? . $1,474,677 $10,600,000 $2,800,000 $14,674,677 10 Expenses attributable to unrelated business activities 11 Contributions. gifts. grants. and similar amounts paid (attach schedulefor the bene?t of members (attach schedule) 1 3 Compensation of of?cers. dreams. and trustees (attach schedule) 590:000 $90900 $90300 $270300 14 Othe, games and wages. $706,151 $600,000 $700,000 $2,006,151 15 Interest . 16 Occupancy . 17 Depreciation and depletion . 18 Other expenses (attach schedule) $1,110,321 $8,680,000 $2,360,000 $12,170,321 19 Tota expenses (add lines 9 ?tough 18) 20 Excess of revenue over expenses (line 8 minus line 19) . $3,642,797 $30,000 $2,030,000 $5,902,797 8. Balance Sheet (at the end of the period shown) Current Tax Year Assets as of . - 1 Cash. . 1 $3,824,036 2 Accounts receivable. net . 2 3 Inventories . . . . . . . . . 3 4 Bonds and notes receivable (attach schedule) 4 5 Corporate stocks (attach schedule). 5 6 Mortgage loans (attach schedule) 5 7 Other investments (attach schedule) . . 7 8 Depreciable and depletable assets (attach schedule) 3 9 Land . . . . . . . 9 10 Other assets (attach schedule) . 1? 11 Total assets 11 $3,624,036 Liabilities 12 Accounts payable . . . . . . . 12 13 Contributions. gifts. grants, etc.. payable . 13 14 Mortgages and notes payable (attach schedule] . c? 15 Other liabilities (attach schedule) 15 16 Total liabilitiesFund Balances or Net Assets 17 Total fund balances or net assets . . . . . . . . . . . . . . 17 $3,824,036 18 Total liabilities and fund balances or net assets (add line 16 and line 17) 18 $3,824,036 If there has been any substantial change in any aspect of the organization?s ?nancial activities since the end of the period shown above. cheCK the box and attach a detailed explanation. Form 1024 (Rev. 9-98) Part IV. Notice Requirements (Sections 501(c)(9) and 501(c)(17) Organizations Only) Page 6 1 Section 501(c)(9) and 501(c)(17) organizations: Are you ?ling Form 1024 within 15 months from the end of the month in which the organization was created or formed as required by section 505(c)? . Yes No If "Yes," skip the rest of this Part. If answer question 2. 2 if you answer "No" to question 1. are you filing Form 1024 within 27 months from the end of the month in which the organization was created or formed"Yes." your organization quali?es under Regulation section 301.9100-2 for an automatic 12-month extension of the 15-month ?ling requirement. Do not answer questions 3 and 4. If answer question 3. 3 if you answer "No" to question 2. does the organization wish to request an extension of time to apply under the?reasonable action and good faith" and the ?no prejudice to the interest of the government" requirements of Regulations section 301.9100-3? Yes CI No If ?Yes.? give the reasons for not ?ling this application within the 27-month period described in question 2. See Speci?c Instructions, Part iv, Line 3. page 4, before completing this item. Do not answer question 4. If answer question 4. 4 if you answer ?No? to question 3. your organization?s qualification as a section 501(c)(9) or 501(c)(17) organization can be recognized only from the date this application is ?led. Therefore. does the organization want us to consider its application as a request for recognition of exemption as a section 501 or 501(c)(17) organization from the date the application is received and not retroactively to the date the organization was created or formed? . Yes No Form 1024 (Rev. 9-98) Page 7 Organizations described in section 501(c)(2) or 501 (Title holding corporations or trusts) 1 State the complete name, address, and EIN of each organization for which title to property is held and the number and type of the applicant organization?s stock held by each organization. 2 if the annual excess of revenue over expenses has not been or vviil not be turned over to the organization for which title to property is held. state the purpose for which the excess is or will be retained by the title holding organization. 3 In the case of a corporation described in section 501(c)(2), state the purpose of the organization for which title to property is held (as shown in its governing instrument) and the Code sections under which it is classi?ed as exempt from tax. if the organization has received a determination or ruling letter recognizing it as exempt from taxation. please attach a copy of the letter. 4 In the case of a corporation or trust described in section 501(c)(25), state the basis whereby each shareholder is described in section 501 For each organization described that has received a determination or ruling letter recognizing that organization as exempt from taxation. please attach a copy of the letter. 5 With respect to the activities of the organization. a is any rent received attributable to personal property leased with real property?Yes.? what percentage of the total rent, as reported on the financial statements in Part is attributable to personal propertY? I) Will the organization receive income which is incidentally derived from the holding of real property, such as income from operation of a parking lot or from vending machines?Yes,? what percentage of the organization's gross income, as reported on the financial statements in Part is incidentally derived from the holding of real property? Will the organization receive income other than rent from real property or personal property leased with real property or income which is incidentally derived from the holding of real property"Yes." describe the source of the income. Yes No Instructions Line ?l.?Provide the requested information on each organization for which the applicant organization holds title to property. Also indicate the number and types of shares of the applicant organization's stock that are held by each. Line z?For purposes of this question. ?excess of revenue over expenses? is all of the organization?s income for a particular tax year less operating expenses. Line 3.?Give the exempt purpose of each organization that is the basis for its exempt status and the internal Revenue Code section that describes the organization (as shown in its "25 determination letter). Line if the shareholder is one of the following: 1. A qualified pension, profit-sharing, or stock bonus plan that meets the requirements of the Code; 2. A government plan; 3. An organization described in section 501(c)(3); or 4. An organization described in section 501 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.) 1 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 II of the application) to be exempt under section 501(c)(3) 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 in?uence legislation or on the basis that it engaged in political activity? . Yes No If "Yes," indicate the earliest tax year for which recognition of exemption under section 501(c)(3) was revoked and the IRS district of?ce that issued the revocation. 2 Does the organization perform or plan to perform (for members, shareholders, or others) services, such as maintaining the common areas of a condominium; buying food or other items on a cooperative basis; or providing recreational facilities or transportation 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 benefits to the general public from these activities. (If the answer to this question is explained in Part ll of the application (pages 2. 3. and 4), enter the page and Item number here.) 3 if the organization is claiming exemption as a homeowners? association, is access to any property or facilities it owns ormaintainsrestrictedinanywa?Yes.? explain. 4 If the organization is claiming exemption as a local association of employees. state the name and addess of each employer whose employees are eligible for membership in the association. if employees of more than one plant or office of the same employer are eligible for membership, give the address of each plant or office. Initial File NUUWSZIOQM GOVERNMENT OF THE DISTRICT OF COLUMBIA DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS CORPORATIONS DIVISION I I A THIS IS TO CERTIFY that all applicable provisions ol?the District of Columbia Business Organizations Code have been complied with and accordingly. this CERTIFICATE OF INCORPORA TION is hereby issued to: MAJORITY FORWARD Effective Date: 6/ 18/2015 IN WITNESS WHEREOF I have hereunto set my hand and caused the seal of this of?ce to be affixed as of6/l8/2015 l2:03 PM Business and Professional Licensing Administration gait; PATRICIA E. GRAYS Superintendent ol?(?orporations Corporations Division Murth Bu? seI Mayor Tracking 3jFXlomo ARTICLES OF INCORPORATION OF DOMESTIC NONPROFIT CORPORATION The person acting as the incorporator under the provisions of Title 29 of the DC. Code adopts the following Articles of Incorporation: ARTICLE 1. NAME The name of this Corporation is Maioritv Forward. ARTICLE 2. MEMBERS I?his Corporation shall have no members. ARTICLE 3. REGISTERED NAME AND ADDRESS The name and address of this Corporation's initial registered agent is CT Corporation Services, 1015 15th Street NW, Suite 1000, Washington, DC 20005. ARTICLE 4. NONPROFIT INCORPORATION This Corporation is incorporated as a nonpro?t corporation under DC. Code Title 29, Chapter 4. ARTICLE 5. INDEMNIFICATION The corporation reserves the power to indemnify a Director who is a party to a proceeding because Director, for judgments. settlements, penalties, tines, including excise taxes assessed with respect to employee bene?t plans. or reasonable expenses (including attorneys' fees) incurred with respect to a threatened, pending, or completed proceeding, except liability for: 1. Receipt ofa ?nancial bene?t to which the Director is not entitled; 2. An intentional in?iction of harm; 3. A violation of DC. Code 29-40633 or a successor provision of law; or I 4. An intentional violation of criminal law. ARTICLE 6. LIMITATION OF LIABILITY A Director shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take action, as a Director. except liability for: 1. Marc . Elias The amount of a financial bene?t received by the Director to which the director is not entitled; An intentional in?iction ofharm; A violation oI?District of Columbia Code 29-40633 or a successor provision of law; or . An intentional violation of criminal law. ARTICLE 7. INCORPORATOR Date 700 13th Street NW Suite 600 Washington, DC 20005 I BYLAWS OF MAJORITY FORWARD ARTICLE 1. NAME, PURPOSE, PRINCIPAL OFFICE The name of the Corporation shall be Majority Forward (hereinafter referred to as the ?Corporation. ARTICLE 2. PURPOSE The Corporation is established to raise contributions from individuals, corporations. labor unions. and nonpro?t organizations and to use those contributions for purposes permitted under section 501(c)(4) of the lntemal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law) and the District of Columbia Nonpro?t Corporation Act. ARTICLE 3. PRINCIPAL OFFICE The principal of?ce of the Corporation shall be located at its principal place of business or such other place as the Board of Directors ("Board") may designate. The Corporation may have such other of?ces as the Board may designate or as the business of the Corporation may require from time to time. ARTICLE 4. MEMBERSHIP The Corporation shall have no members. ARTICLE 5. BOARD OF DIRECTORS 5.1 General Powers The affairs of the Corporation shall be managed by a Board ofDirectors. 5.2 Number The Board shall consist of not less than three (3) nor more than ?fteen (15) Directors, the speci?c number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director. - 5.3 Quali?cations 265477 .l -1. Only United States citizens and individuals who have been lawfully admitted to the United States for permanent residence may serve as directors. Directors may have such additional quali?cations as the Board may prescribe by amendment to these Bylaws. 5.4 Election of Directors The Directors shall be elected at meetings of the Board by the af?rmative vote of a majority of the Directors then in of?ce. 5.5 Term of Of?ce Directors shall hold terms of two years. Unless a Director dies, resigns or is removed, he or she shall hold of?ce until the annual meeting of the Board held in odd- numbered years or until his or her successor is elected, whichever is later. 5.6 Annual Meeting The annual meeting of the Board shall be held on a date chosen by the President or the Board for the purposes of electing Directors and of?cers and transacting such business as may properly come before the meeting. If the annual meeting is not held on the date designated therefor. the Board shall cause the meeting to be held as soon thereafter as may be convenient. 5.7 Other Meetings The Corporation Board shall meet from time to time, whenever the Chair of the Corporation Board determines that such a meeting is required. Notice for such a meeting must be delivered orally or in writing no less than 24 hours in advance of any such meeting. 5.8 Meetings by Telephone Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. 5.9 Place of Meetings All meetings shall be held at the principal of?ce of the Corporation or at such other place designated by the Board, by any persons entitled to call a meeting, or by a 1265477ll.l .2. waiver of notice signed by all Directors. 5.10 Waiver of Notice 5.10.1 Record Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or applicable law, a waiver thereof in the form of a record, including, without limitation, an electronic transmission from the person or persons entitled to such notice, whether before or a?er the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board need be speci?ed in the waiver of notice of such meeting. 5.10.2 Attendance The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 5.11 Quorum A majority of the number of Directors ?xed by or in the manner provided by these Bylaws shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. 5.12 Manner of Acting The act of the majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable law. 5.13 Presumption of Assent A Director of the Corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director ?les a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstain .3- shall not apply to a Director who voted in favor of such action. 5.14 Action by Board Without a Meeting Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting. 5.15 Resignation Any Director may resign at any time by delivering written notice to the President or the Secretary or any, or by giving oral or written notice at any meeting of the Directors. Any such resignation shall take effect at the time speci?ed therein, or if the time is not speci?ed, upon delivery thereof and, unless otherwise speci?ed therein, the acceptance of such resignation shall not be necessary to make it effective. 5.16 Removal One or more Directors (including the entire Board) may be removed from of?ce, with or without cause, by the af?rmative vote of a majority of the Directors ?xed by or in the manner provided by these Bylaws. 5.17 Vacancies A vacancy in the position of Director may be ?lled by the af?rmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director who ?lls a vacancy shall serve for the unexpired term of his or her predecessor in of?ce. 5.18 Board Committees 5.18.1 Standing or Temporary Committees The Board, by resolution adopted by a majority of the Directors in of?ce, may designate and appoint one or more standing or temporary committees, each of which shall consist of two or more Directors. Such committees shall have and exercise the authority of the Directors in the management of the Corporation, subject to such limitations as may be prescribed by the Board and by applicable law. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility l265477l .l .4. imposed upon it, him or her by law. 5.18.2 Quorum; Manner of Acting A majority of the number of Directors composing any committee shall constitute a quorum, and the act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee. 5.18.3 Resignation Any member of any committee may resign at any time by delivering written notice thereof to the President, the Secretary or the chairman of such committee, or by giving oral or written notice at any meeting ofsuch committee. Any such resignation shall take effect at the time specified therein or, if the time is not speci?ed, upon delivery thereof and, unless otherwise specified therein, the acceptance ofsuch resignation shall not be necessary to make it effective. 5.18.4 Removal of Committee Member The Board, by resolution adopted by a majority of the Directors in' of?ce, may remove from of?ce any member of any committee elected or appointed by it. 5.19 Compensation The Directors shall receive no compensation for their service as Directors but may receive reimbursement for reasonable expenditures incurred on behalf of the Corporation. 5.20 Chair of the Board The Chair of the Board shall preside over Board meetings. The Corporation may elect more than one Chair of the Board to serve simultaneously as Co-Chairs; Co- Chairs shall share their duties. ARTICLE 6. EXECUTIVE BOARD Powers The Executive Board shall be a standing Board committee. It shall have the power to exercise any powers granted to the Board, except as expressly limited by applicable law, during the times between Board meetings. At each meeting of the Board, the Executive Committee shall provide the Board with a written list of 1265477111 -5- corporate actions it has authorized since the last meeting of the Board and that the Board shall be given an opportunity to either ratify or reverse said actions. 6.2 Members Members of the Executive Board shall be elected each year by the Board at the annual meeting of the Board. Members of the Executive Board must be members of the Corporation Board. Unless a Member dies, resigns, or is removed from the Executive Board or the Corporation Board, that Member shall hold of?ce until the next annual meeting of the Board or until his or her successor is elected. ARTICLE 7. OFFICERS 7.1 Number and Qualifications The of?cers of the Corporation shall be a President and a Treasurer, each of whom shall be elected by the Board. Other of?cers and assistant of?cers, including but not limited to the of?ce of Secretary, may be elected or appointed by the Board, such of?cers and assistant of?cers to hold of?ce for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any of?cer may be assigned by the Board any additional title that the Board deems appropriate. Any two or more of?ces may be held by the same person, except the of?ces of President and Treasurer. Only United States citizens and individuals who have been lawfully admitted to the United States for permanent residence may serve as of?cers. 7.2 Election and Term of Office The of?cers of the Corporation shall be elected each year by the Board at the annual meeting of the Board. Unless an of?cer dies, resigns, or is removed from of?ce, he or she shall hold of?ce until the next annual meeting of the Board or until his or her successor is elected. 7.3 Resignation Any of?cer may resign at any time by delivering written notice to the President, the Vice President, the Secretary or the Board, or by giving oral or written notice at any meeting of the Board. Any such resignation shall take effect at the time speci?ed therein or, if the time is not speci?ed, upon delivery thereof and, unless otherwise speci?ed therein, the acceptance of such resignation shall not be necessary to make it effective. l265477ll.l 7.4 Removal Any of?cer or agent elected or appointed by the Board may be removed by the af?rmative vote of at least a majority of the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. 7.5 Vacancies A vacancy in any of?ce created by the death, resignation, removal, disquali?cation, creation of a new of?ce or any other cause may be ?lled by the Board for the unexpired portion of the term or for a new term established by the Board. 7.6 President The President shall, subject to the Board's control, supervise the Executive Director's or other Corporation staffs control of all of the assets, business and affairs of the Corporation. In the absence of Chair of the Corporation Board, the President shall preside over meetings of the Board. The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other of?cer or agent of the Corporation or are required by law to be otherwise signed or executed by some other of?cer or in some other manner. In general, the President shall perform all duties incident to the of?ce of President and such other duties as are assigned to him or her by the Board from time to time. 7.7 Treasurer The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the of?ce of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board. The Treasurer shall be a designated agent of the Corporation for the purpose of signing and ?ling such reports as are required under the Federal Election Campaign Act of 1971, as amended, and regulations promulgated under such Act, and other Corporation documents; and for ensuring that the Corporation complies with any other requirements of the Act or regulations as may be necessary. 7.8 Secretary 1265477IIJ .7- If elected, the Secretary shall: keep the minutes of meetings of the Board and any minutes which may be maintained by committees of the Board; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records of the Corporation; keep records of the post of?ce address of each Director and of?cer; sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other of?cer or agent of the Corporation or are required by law to be otherwise signed or executed by some other of?cer or in some other manner; and in general perform all duties incident to the of?ce of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board. 7.9 Compensation Of?cers may receive reasonable compensation as determined by the Board. ARTICLE 8. INTERESTS OF DIRECTORS AND OFFICERS 8.1 Compensation Directors who receive any compensation for services in any capacity, directly or indirectly, from the Corporation may not vote on matters pertaining to that Director's compensation. 8.2 Conflict of Interest Directors and of?cers shall disclose to the Board any ?nancial interest which the Director or of?cer directly or indirectly has in any person or entity which is a party to a transaction under consideration by the Board. The interested Director or of?cer shall abstain from voting on the transaction. 8.3' Review of Certain Transactions Prior to entering into any compensation agreement, contract for goods or services, or any other transaction with any person who is in a position to exercise in?uence over the affairs of the Corporation, the Board shall establish that the proposed transaction is reasonable when compared with a similarly-situated Corporation for functionally comparable positions, goods or services rendered. ARTICLE 9. EXECUTIVE DIRECTOR An Executive Director may be appointed, employed, and discharged by the l265477ll.l .3. Board. lf appointed, the Executive Director shall manage the affairs of the Corporation according to the policies, principles, practices and budget authorized by the Board; shall be responsible for management of personnel, ?nances and programs; and shall be responsible for staff management including hiring, training, disciplinary action, and discharge. The Executive Director may be removed by the af?rmative vote of at least a majority of the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. A vacancy in the of?ce of Executive Director created by the death, resignation, removal, disquali?cation, creation of a new of?ce or any other cause may be ?lled by the Board for the unexpired portion of the term or for a new term established by the Board. ARTICLE 10. ADVISORY BOARD The Board of Directors may appoint an Advisory Board of two or more persons to provide advice and assistance to the Board. Members of the Advisory Board may be invited to meetings of the Board, but shall not be entitled to vote or exercise other powers of a director of the Corporation; provided, however, to the extent permitted by law, members of the Advisory Board shall be entitled to the same limitations on liability and rights to indemni?cation as directors of the Corporation. The Board of Directors may determine by separate resolution the operational rules which shall govern the Advisory Board. Advisory Board members may be removed at any time, with or without cause, by the Board. ARTICLE 11. INDEMNIFICATION T0 the fullest extent permitted by law, the Corporation will indemnify and hold harmless any director or of?cer or any former director or of?cer of the Corporation against any and all expenses and liabilities actually and necessarily incurred by him or her or imposed on him or her in connection with any claim, action, suit or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which made a party by reason of being or having been such director or of?cer. Amounts paid in indemni?cation of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, ?nes and penalties against, and amounts paid in settlement by, such Director or of?cer. The Corporation may advance expenses to, or where appropriate may itself at its expense, undertake the 1265477ll.l defense of any Director or of?cer; provided, however, that such Director or of?cer shall undertake to repay or reimburse such expense if it is ultimately determined that he or she is not entitled to indemni?cation under this Article. The provisions of this Article shall be applicable to claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof. Any future amendments to this Article will be prospective and will not reduce or in any way limit the right to indemni?cation provided for any covered claims, actions, suits or proceedings arising from acts or omissions to act occurring prior to the adoption of any such amendment. The indemni?cation provided by this Article shall not be deemed exclusive of any other rights to which such Director or of?cer may be entitled under any statute, Bylaw, agreement, vote of the Board of Directors or otherwise, and shall not restrict the power of the Corporation to make any indemni?cation permitted by law. The Corporation will either purchase and maintain insurance on behalf of or create and maintain a self-insurance arrangement for the bene?t of, in either case, any person who is or was a director or of?cer of the Corporation against any liability asserted against or incurred by such person which arises out of such person?s status as a Director, of?cer, employee, or agent or out of acts taken in such capacity, whether or not the Corporation would have the power to indemnify the person against that liability under law. If any part of this Article shall be found in any action, suit or proceeding to be invalid or ineffective, the validity and effectiveness of the remaining parts shall not be affected. ARTICLE 12. ADMINISTRATIVE AND FINANCIAL PROVISIONS 12.1 Loans No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or con?ned to speci?c instances. 12.2 Loans or Extensions of Credit to Of?cers and Directors No loans shall be made and no credit shall be extended by the Corporation to I265477ll.l -10- its of?cers or Directors. 12.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such of?cer or of?cers, or agent or agents, of the Corporation and in such manner as is from time to time determined by resolution of the Board. 12.4 Deposits All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select. 12.5 Books and Records The Corporation shall keep at its principal or registered of?ce copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and ?nances, minutes of the proceedings of its Boards and any minutes which may be maintained by committees of the Board; records of the names and post of?ce addresses of its of?cers and Directors, and such other records as may be necessary or advisable. 12.6 Corporate Seal If the Board determines that it is advisable, the Corporation shall have a corporate seal consisting of the name of the Corporation, the state of its Incorporation and the year of its incorporation. 12.7 Fiscal Year The ?scal year shall be from June 1 - May 30. 12.8 Accounting Year Unless a different accounting year is at any time selected by the Board, the accounting year of the Corporation shall be the ?scal year. ARTICLE 13. AMENDMENTS These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the vote of a majority of the number of Directors ?xed by or in the manner l265477ll.l -11- provided by these Bylaws, or by the written consent of each of the Directors. [26547711.] ,12_ MAJORITY FORWARD CONFLICTS OF INTEREST POLICY A. Purpose The purpose of the Con?icts of Interest policy (the "policy") is to protect the interest of the corporation when it is contemplating entering into a transaction or arrangement that might bene?t the private interest of an of?cer or Director of the corporation or might result in a possible excess bene?t transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing con?ict of interest applicable to nonpro?t organizations. B. De?nitions 1. Interested Person Any Director, principal of?cer, or member of a committee with governing board delegated powers, who has a direct or indirect ?nancial interest, as de?ned below, is an interested person. 2. Financial Interest A person has a ?nancial 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 corporation has a transaction or arrangement, b. A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual 1265477 l.l with which the corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration, as well as gi?s or favors that are not insubstantial. A ?nancial interest is not necessarily a con?ict of interest. Under procedures outlined below, a person who has a ?nancial interest may have a con?ict of interest only if the appropriate goveming board or committee decides that a con?ict of interest exists. C. Procedures 1. Duty to Disclose In connection with any actual or possible con?ict of interest, an interested person must disclose the existence of the ?nancial interest and be given the opportunity to disclose all material facts to the Directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. 2. Determining Whether a Con?ict of Interest Exists A?er disclosure of the financial interest and all material facts, and alter any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a con?ict of interest is discussed and voted upon. The remaining board or committee members shall decide if a con?ict 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 con?ict of interest. b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 0. After exercising due diligence, the governing board or committee shall determine whether the corporation can 1265477ll.l .14- obtain with reasonable efforts a more advantageous transaction or arrangement'from a person or entity that would not give rise to a con?ict of interest. (1. lfa more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a con?ict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own bene?t, 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. D. Violations of the Policy If the governing board or committee has reasonable cause to believe a Director, principal of?cer or member has failed to disclose actual or possible con?icts of interest, it shall inform such person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. . If, after hearing the Director's, principal of?cer's or member?s response and after making further investigation as warranted by the circumstances, the governing board or committee determines such person has failed to disclose an actual or possible con?ict of interest, it shall take appropriate disciplinary and corrective action. E. Records of Proceedings The minutes of the governing board and all committees with board delegated powers shall contain: 1265477l LI 1. The names of the persons who disclosed or otherwise were found to have a ?nancial interest in connection with an actual or possible con?ict of interest, the nature of the ?nancial interest, any action taken to determine whether a con?ict of interest was present, and the governing board?s or committee?s decision as to whether a con?ict of interest in fact existed. . The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. F. Compensation 1. A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member?s compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member?s compensation. . No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. G. Annual Statements Each Director, principal of?cer and member of a committee with governing board delegated powers shall annually sign a statement which af?rms such person: 1. Has received a copy of the policy; Has read and understands the policy; Has agreed to comply with the policy; and Understands the corporation is tax-exempt 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. H. Periodic Reviews To ensure the corporation operates in a manner consistent with tax-exempt 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: I265477l I.l Whether compensation arrangements and bene?ts are reasonable, based on competent survey information and the result of arm?s length bargaining. -15- 2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation's written policies, are prOperly recorded, re?ect reasonable investment or payments for goods and services, further tax-exempt purposes and do not result in inurement, impermissible private bene?t or in an excess bene?t transaction. I. Use of Outside Experts When conducting the periodic reviews as provided for in this policy, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted. l2654771l.l _17 Majority Forward Form 1024 Attachments EIN 4 7-43 683 20 Form 1024 Attachments Part II, Line 1: Detailed Narrative Description: 1. Mission and Approach Majority orward?s mission is to support voter registration and voter turnout efforts in order to encourage full participation by voters in our election process, primarily through non-partisan voter registration efforts. and to support progressive causes through issue advocacy directed at the public. 2. Past, Current, and Future Activities a. Voter Registration and GOVT Majority Forward is currently operating non-partisan voter registration programs and working closely with other organizations committed to voter registration to ensure all resources are spent ef?ciently. Majority Forward?s non-partisan voter registration programs: Will not name or depict candidates for public of?ce; Will not name political parties; Will be made available without regard to a voter?s political preference; Will not target voters who are members of a particular political party; who support or oppose a particular candidate for public of?ce; or who have a particular position on an issue that divides candidates in an election for public of?ce; and 0 Will not otherwise be biased towards or against candidates for public of?ce. Section 501(c)(3) organizations are permitted to conduct voter registration activities if they are carried out in a non-partisan manner.l Because 501(c)(4)s can engage in charitable activity as primary purpose social welfare activityz, that activity may include nonpartisan voter registration activities. Moreover, the regulations explicitly exclude non-partisan voter registration as an exempt function political expenditure subject to tax for 501(c) organizations.3 b. Issue Advocacy Majority Forward also engages in non-partisan issue advocacy. This spring, the organization ran a digital advocacy campaign to attempt to convince U.S. Senators to hold a vote on President Obama?s nominee to the U.S. Supreme Court. The Supreme Court nomination presents a policy issue of tremendous impact on the public. The digital ads ran on websites including YouTube, Facebook, and Twitter in Kentucky, Ohio, Wisconsin, New Hampshire, and In the IRS Rev. Ruling 2007-4 l. 2 Treas. Reg. includes the promotion of social welfare as a charitable purpose. 3 Treas. Reg. Majority Forward Form 1024 Attachments EIN 4 7-43 68320 future, Majority Forward anticipates conducting issue advocacy campaigns for other policy issues as they arise. Part 11, Line 5: Connected Organization Majority Forward shares board members and of?cers with Senate Majority PAC, a section 527 political organization. The two entities will share some resources, facilities and employees. They have entered into a cost-sharing agreement to allocate shared costs so that neither entity is ?nancially supporting the activities of the other. Part Line 14: Leasing of Property Majority Forward has a membership agreement in place with the organization WeWork that provides for access to and maintenance of of?ce space and of?ce equipment owned by Majority Forward for a fee of $2,200 per month, with an initial security deposit of$3,300. The property that is leased is of?ce space located at 641 S. Street NW, 3rd Floor, Washington, DC 20001. Majority Forward has no relationship with WeWork outside of the agreement. Part Line 15: Political Activity Majority Forward spends only a limited amount of resources in?uencing federal and state elections. The organization?s political activity will not become a majority of its budget in any ?scal year. Any political intervention that may be conducted by the organization is conducted within the limits imposed by lntemal Revenue Code section 501(c)(4), Treasury Regulation section and Revenue Ruling 81-95, 1981-1 CB. 332. The organization tracks its expenses, including employee time, to ensure that political activities do not become a majority of its activities in the course of a ?scal year, and to ensure that all required taxes are paid under lntemal Revenue Code section 527(1). Part [11, Financial Data: Line 13, Compensation and Line 18, Other Expenses Current tax year Expenses l/20l7-l 2/20! 7 1/2018-12/2018 (1/2016-12/20l6) 13 Compensation Rebecca Lambe, President $90,000 $90,000 $90,000 18 Other Expenses Majority Forward Form 1024 Attachments EIN 4 7-4368320 Advertising - $7,939,000 ,364,500 Website technology services $28l $1,000 $500 Data, research, analytics $942,000 $500,000 $800,000 Legal fees $23,000 $50,000 $30,000 Bank fees credit card processing $2,500 $l0,000 $5,000 Consultant fees 5 l42,040 $180,000 $180,000 Printing $500 - - 23m i ?7}2000339150 August 17, 2016 Ezra W. Reese Ereese@perkinscoie.com D. +1.202.434.1616 F. +1.202.654.9109 Internal Revenue Service PO Box 12192 Covington, KY 41012?0192 Re: Majority Forward 1024 Application EIN 47-4368320 To Whom It May Concern; The purpose of this letter is to inform you that Majority Forward, EIN 47?4368320, has elected three new Directors to its Board of Directors since submitting its 1024 Application for Recognition of Exemption Under Section 501(a) on July 11, 2016. Effective as of August 4, 2016, the original Majority Forward Board of Directors elected three additional Directors to serve on the Board. Thus, the current six-person Board of Directors is as follows: Karen Hancox, 700 13th Street NW?Suite 600, Washington DC 20005 Luis Navarro, 700 13th Street NW Suite 600, Washington DC 20005 Rodell Mollineau, 700 13th Street NW Suite 600, Washington DC 20005 Rebecca Lambe, 700 13th Street NW Suite 600, Washington DC 20005 Susan McCue, 700 13th Street NW Suite 600, Washington DC 20005 J.B. Poersch, 700 13th Street NW Suite 600, Washington DC 20005 Please let me know if you have any questions. Very truly yours, 6M?'??Ezra W. Reese Department of the Treasury Internal Revenue Service IRS PO. Box 2508, Room 4106 Date: Cincinnati, OH 45201 September 15. 2016 Employer ID number: 47-4368320 Person to contact: Cara D. Franczak MAJORITY FORWARD Employee ID number: 0203070 c/o EZRA REESE Tel: 513-263-3673 700 13TH STREET, NW, SUITE 600 Fax: 855?20245948 WASHINGTON, DC. 20001 Dear Applicant, The IRS has instituted an optional expedited process for certain organizations applying for recognition of exemption under Section 50l(c)(4). Organizations can make representations to the IRS under penalties of perjury regarding their past, current, and future activities and receive a determination letter based on those representations. If you choose to apply for this expedited process, complete and return pages 3-4, Representations and Specific Instructions. We will send you a favorable determination letter within 1 month of receipt of the signed representation. Determination letters issued under the optional process will be based on the representations of the organization and may not be relied upon if the organization?s activities are different from what is represented to the IRS. The representations are subject to veri?cation on audit. Organizations that don't make the representations will have their applications reviewed based on the legal standards applied to all the facts and circumstances. If you make the representations required for eligibility under this optional process and want to participate, please follow the instructions set forth at the end of this letter, Optional Expedited Process for Certain Exemption Applications Under Section 501(c)(4). Send the signed representations within 45 days from the date of this letter to the address below: Internal Revenue Service PO. Box 2508, Room 4106 Cincinnati, OH 45201 You can send the information by fax to 855-202-6948. Your fax signature becomes a permanent part of your ?ling. Do not send an additional copy by mail. If you have questions, you can contact the person whose name and telephone number are listed at the top of this letter. Thank you for your cooperation. Sincerely, (MUL albeit/6?4: Cara D. Franczak Exempt Organization Specialist Letter 5228 (Rev. 9-2013) II. AnnC'r Optional Expedited Process for Certain Exemption Applications Under Section 501(c)(4) In the interest of effective and ef?cient tax administration and to assist in the transparent and consistent review of applications for tax-exempt status under Section 501(c)(4), the IRS is offering an optional expedited process for certain organizations that have submitted 501(c)(4) applications. This optional expedited process is currently available only to applicants for 501(c)(4) status whose applications indicate the organization could potentially be engaged in political campaign intervention or providing private bene?t to a political party and that otherwise do not present any issues with regard to exempt status. In this optional process, an organization will represent that it satis?es, and will continue to satisfy, set percentages with respect to the level of its social welfare activities and political campaign intervention activities (as de?ned in the speci?c instructions on pages 3-4). These percentage representations are not an interpretation of law but are a safe harbor for those organizations that choose to participate in the optional process. Under this optional expedited process, an applicant will be presumed to be primarily engaged in activities that promote social welfare based on certain additional representations (on pages 3-4) made by the organization regarding its past. present, and future activities. Like the Form 1024 exemption application itself, these representations are signed on behalf of the organization under penalties of perjury. The IRS will send applicants that provide the representations a favorable determination letter within 1 month of receipt of the signed representations. Importantly, this is an optional process. The standards and thresholds re?ected in the representations are criteria for eligibility for expedited processing rather than new legal requirements. No inference will be drawn from an organization?s choice not to participate. An organization that declines to make the representations will have its application reviewed under the regular process in which the IRS looks to all facts and circumstances to determine whether an organization primarily engages in activities that promote social welfare. Like all organizations receiving a favorable determination of exempt status, organizations participating in this optional expedited process may be subject to examination by the IRS and the organization?s exempt status may be revoked if, and as of the tax year in which, the facts and circumstances indicate exempt status is no longer warranted. An organization that receives a determination letter under this expedited process may rely on its determination letter as long as its activities are consistent with its application for exemption and the representations, the applicable legal standards have not changed, and the determination letter is not revoked. The determination letter will expressly indicate that the letter was based on the representations. An organization may no longer rely on the determination letter issued under this optional expedited process as of the tax year in which its activities (including the amount of expenditures incurred or time spent on particular activities) cease to be consistent with its application for exemption and any of the representations. If the organization determines that it continues to be described in Section 501(c)(4), notwithstanding the fact that its activities are no longer consistent with the representations below, it may continue to take the position that it is described in Section 501(c)(4) and ?le Form 990, Return of Organization Exempt From Income Tax, but it must notify the IRS about such representations ceasing to be correct on Schedule 0, Supplemental Information, of the Form 990. Page 2 Letter 5228 (Rev. 9-2013) II. Representations and Speci?c Instructions 1. During each past tax year of the organization, during the current tax year, and during each future tax year in which the organization intends to rely on a determination letter issued under the optional expedited process, the organization has spent and anticipates that it will spend 60% or more of both the organization?s total expenditures and its total time (measured by employee and volunteer hours) on activities that promote social welfare (within the meaning of Section 501(c)(4) and the regulations thereunder). 2. During each past tax year of the organization, during the current tax year, and during each future tax year in which the organization intends to rely on a determination letter issued under the optional expedited process, the organization has spent and anticipates that it will spend 40% or less of both the organization?s total expenditures and its total time (measured by employee and volunteer hours) on direct or indirect participation or intervention in any political campaign on behalf of (or in opposition to) any candidate for public of?ce (within the meaning of the regulations under Section Speci?c instructions For purposes of these representations, "total expenditures" include administrative, overhead, and other general expenditures. An organization may allocate those expenditures among its activities using any reasonable method. For purposes of these representations, activities that promote social welfare do not include any expenditure incurred or time spent by the organization on: 0 Any activity that bene?ts select individuals or organizations (including a political party) rather than the community as a whole; 0 Direct or indirect participation or intervention in any political campaign on behalf of (or in opposition to) any candidate for public of?ce; 0 Operating a social club for the bene?t, pleasure, or recreation of the organization?s members; and 0 Carrying on a business with the general public in a manner similar to organizations operated for pro?t. For purposes of these representations, direct or indirect participation or intervention in any political campaign on behalf of (or in opposition to) any candidate for public of?ce (?candidate?) includes any expenditure incurred or time spent by the organization on: 0 Any written (printed or electronic) or oral statement supporting (or opposing) the election or nomination of a candidate; I Financial or other support provided to (or the solicitation of such support on behalf 01) any candidate, political party, political committee, or Section 527 organization; 0 Conducting a voter registration drive that selects potential voters to assist on the basis of their preference for a particular candidate or party; 0 Conducting a ?get-out-the-vote? drive that selects potential voters to assist on the basis of their preference for a particular candidate or (in the case of general elections) a particular party; 0 Distributing material prepared by a candidate, political party, political committee, or Section 527 organization; and 0 Preparing and distributing a voter guide that rates favorably or unfavorany one or more candidates. Page 3 Letter 5228 (Rev. 9-2013) ?nial..- than-LA; In addition, solely for purposes of determining an organization?s eligibility under this optional expedited process, direct or indirect participation or intervention in any political campaign on behalf of (or in opposition to) any candidate includes any expenditure incurred or time spent by the organization on: 0 Any public communication within 60 days prior to a general election or 30 days prior to a primary electionl that identi?es a candidate in the election. For this purpose, ?public communication? means a communication by means of any broadcast, cable, or satellite communication; newspaper, magazine, or other periodical (excluding any periodical distributed only to the organization?s dues paying members); outdoor advertising facility, mass mailing, or telephone bank to the general public; and communications placed for a fee on another person?s Internet website; 0 Conducting an event at which only one candidate is, or (in case of a general election) candidates of only one party are, invited to speak; and 0 Any grant to an organization degcribed in Section 501(c) if the recipient of the grant engages in political campaign intervention. Although other activities may constitute direct or indirect participation or intervention in a political campaign (see Revenue Ruling 2007-41 for examples of factors to consider), representations may be based on the speci?c activities described in these instructions. Under penalties of perjury, I declare that I am authorized to Sign these representations on behalf of the above organizations, and that to the best of my knowledge and belief the facts stated in the representations are true, correct, and complete. Signature of of?cer, director, trustee or other authorized of?cial Date Title and printed name Organization name and Employer Identi?cation Number For purposes of these representations, the term ?general election? includes a special or runoff election for the of?ce sought by the candidate, and the term ?primary election? includes a convention or caucus of a political party that has authority to nominate a candidate for the of?ce sought. 2An organization may rely on a representation from an authorized of?cer of the recipient if the organization does not know whether the recipient engages in any political campaign intervention and may assume that a Section 501(c)(3) organization does not engage in political campaign intervention. Page 4 Letter 5228 (Rev. 9-2013) ling?LA- nuns? 12/02/2013 3:30:31 PM IRS PAGE 1 OF SI INTERNAL REVENUE SERVICE FAX TRANSMISSION Cover Sheet Date: December 02, 2016 To: EZRA REESE Address/Organization: RES MAJORITY FORWARD Fax Number: (202) 654-6211 Office Number: From: Franczak Cara Address/Organization: Fax Number: Office Number: Number of pages: 9 Including cover page Subject: LETTER OF INQUIRY FIND ATTACHED LETTERS REQUESTING ADDITIONAL INFORMATION REGARDING MAJORITY FORWARD. A COPY WILL FOLLOW VIA US MAIL. IF YOU HAVE ANY QUESTIONS OR CONCERNS, FEEL FREE TO CONTACT ME. THANKS AND HAVE A GREAT Cara D. Franczak, Revenue Agent Exempt Organizations Specialist 7830 51 3-263-3673 This communication is intended for the sole use of the individual to whom it is addressed and may contain con?dential information that is privileged, con?dential and exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby noti?ed that any dissemination, distribution or copying of this communication is strictly prohibited by the provisions of the Internal Revenue code. If you have received this communication in error, please contact the sender immediately by telephone. Thank you. 12/02/2013 3:30:31 PM ?0300 IRS PAGE 2 OF El Department of the Treasury Internal Revenue Service IRS Tax Exempt and Government Entities PO Box 2508 Cincinnati, OH 45201 Date: December 2, 2016 MAJORITY FORWARD Employer ID number: 47-4368320 REESE Person to contact I ID number: 700 13 STREET, NW, SUITE 600 Cara D. Franczak WASHINGTON, DC. 20001 0203070 Contact telephone number: 513-263-3673 Contact fax number: 855-202-6948 Contact?s supervisor: Marc Morgan Supervisor?s telephone number: 513-263-3648 Response due date: DECEMBER 30, 2016 Dear Applicant: Why you are receiving this letter We need more information to complete consideration of your determination letter request. What you must do Provide responses to the questions listed on the enclosed Information Request using the submission in the document. Your response should be submitted by the due date listed above. If you need additional time to respond, please call me at the contact telephone number listed at the top of this letter. If you don?t respond If we don't hear from you by the due date, we?ll close your case without making a determination, and we won?t refund any user fee you paid. You?ll need to submit a new request and any applicable user fee payment if you want us to reconsider your request. Also, if you don?t respond to the information request by the due date, we?ll conclude that you have not taken all reasonable steps to complete your determination request. Under Internal Revenue Code (IRC) Section 7428(b)(2), you must take all reasonable steps to secure a determination under IRS procedures in a timely manner and exhaust all administrative remedies available to you within the IRS before a court can issue a declaratory judgment regarding your determination. If you fail to timely provide the information we need to act on your request, you may lose your rights to a declaratory judgment under Section 7428. Additional information If you have questions, you can call me at the contact number listed at the top of this letter. If you have concerns after speaking with me, you can call my supervisor, whose name and telephone number are also listed at the top of this letter. Letter 1312 (Rev. 1-2016) Catalog Number 35163W 12/02/2013 3:30:31 PM ?0300 IRS PAGE 3 OF SI The Taxpayer Advocate Service (TAS) is an independent organization within the IRS that can help protect your taxpayer rights. TAS can offer you help if your tax problem is causing a hardship or you?ve tried but haven?t been able to resolve your problem with the IRS. Ifyou qualify for TAS assistance, which is always free, TAS will do everything possible to help you. Visit taxpayeradvocate.irs. gov or call 1-877-777-4778. We sent a copy of this letter to your representative as indicated in your power of attorney. Sincerely, Cara D. Franczak Exempt Organizations Specialist Enclosure: Information Request Letter 1312 (Rev. 1-2016) Catalog Number 35163W 12/02/2013 3:30:31 PM ?0300 IRS PAGE 4 OF 3 3 Information Request Information we need to make our determination 1. It appears you conduct voter registration drives and/or get-out-the-vote drives. Provide the following information about these activities: a. Describe where you conduct these activities and the criteria you use to choose the locations and/or the populations that are registered or encouraged to vote. b. State whether you ask questions to determine potential voters? views on issues and candidates for public office prior to registering them to vote. If you do, please explain. c. Submit representative samples of materials you prepared or distributed with regard to these activities, including scripts, ?yers, and brochures. (1. State the percentage of your total expenditures and total time spent on this activity during each of your past taxable years. Additionally, estimate the percentage of your total expenditures and total time you plan to spend on this activity in the future. For purposes of calculating the percentage of expenditures, allocate salaries, administrative, overhead, fundraising, and other general expenditures to this activity using a reasonable method. For purposes of calculating the percentage of time, include volunteer as well as employee hours. 2. It appears you are affiliated with other entities described in Internal Revenue Code Sections 527, specifically Senate Majority PAC. State whether you share employees, volunteers, funds, office space, websites or other resources with the organizations and, if you do, provide a copy of any agreements that you entered into with the organizations regarding the sharing of such resources. How to submit the requested information (do?s and don?ts) 0 Don?t include any personal identifying information like bank account or social security numbers that could result in identity theft or other adverse consequences if publicly disclosed. Ifwe approve your application for exemption, we?re generally required by law to make the application and the information you submit in response to this letter available for public inspection. Ifyou have questions about the public inspection of your application or other documents, please call me. 0 Do include the following declaration with your response, signed by one of your principal officers or directors: Under penalties of perjury, I declare that I have examined this information, including accompanying documents, and, to the best of my knowledge and belief, the information contains all the relevant facts relating to the request for the information and such facts are true, correct, and complete. 0 Do attach a copy of the cover letter to your response. This enables us to quickly and accurately associate your response with your case file. 0 Do fax or mail your response to: Fax: US Mail: Street Address (delivery service): Letter 1312 (Rev. 1-2016) Catalog Number 35163W 12/02/2013 3:30:31 PM ?0300 IRS PAGE 5 OF 4 Internal Revenue Service Exempt Organizations Internal Revenue Service Exempt Organizations 855-202-6948 ATT: Cara D. Franczak Room 4-504 P. 0. Box 2508 550 Main Street Group 7830 Cincinnati, OH 45201 Cincinnati, OH 45202 ATT: Cara D. Franczak ATT: Cara D. Franczak Room 4-504 Room 4-504 Group 7830 Group 7830 0 Don?t provide multiple copies of your response. Providing more than a single response may result in unnecessary delays in processing your response. We must process, assign, and review each piece of correspondence submitted (whether fax or mail). 0 Do allow adequate processing time if you want to call to verify we received your response. If you fax your response, allow a minimum of three workdays from the day you fax it. If you mail your response, allow a minimum of seven workdays from the day you mail it. Letter 1312 (Rev. 1-2016) Catalog Number 35163W E3 12/02/2013 3:30:31 PM ?0300 IRS PAGE 3 OF El Department of the Treasury Internal Revenue Service IRS Tax Exempt and Government Entities PO Box 2508 Cincinnati, OH 45201 Date: December 2, 2016 MAJORITY FORWARD Employer ID number: 47-4368320 0/0 KATHERINE LABEAU Person to contact I ID number: 700 13TH STREET, NW, SUITE 600 Cara D. Franczak WASHINGTON, DC. 20001 0203070 Contact telephone number: 513-263-3673 Contact fax number: 855-202-6948 Contact?s supervisor: Marc Morgan Supervisor?s telephone number: 513-263-3648 Response due date: DECEMBER 30, 2016 Dear Applicant: Why you are receiving this letter We need more information to complete consideration of your determination letter request. What you must do Provide responses to the questions listed on the enclosed Information Request using the submission in the document. Your response should be submitted by the due date listed above. If you need additional time to respond, please call me at the contact telephone number listed at the top of this letter. If you don?t respond If we don't hear from you by the due date, we?ll close your case without making a determination, and we won?t refund any user fee you paid. You?ll need to submit a new request and any applicable user fee payment if you want us to reconsider your request. Also, if you don?t respond to the information request by the due date, we?ll conclude that you have not taken all reasonable steps to complete your determination request. Under Internal Revenue Code (IRC) Section 7428(b)(2), you must take all reasonable steps to secure a determination under IRS procedures in a timely manner and exhaust all administrative remedies available to you within the IRS before a court can issue a declaratory judgment regarding your determination. If you fail to timely provide the information we need to act on your request, you may lose your rights to a declaratory judgment under Section 7428. Additional information If you have questions, you can call me at the contact number listed at the top of this letter. If you have concerns after speaking with me, you can call my supervisor, whose name and telephone number are also listed at the top of this letter. Letter 1312 (Rev. 1-2016) Catalog Number 35163W 12/02/2013 3:30:31 PM ?0300 IRS PAGE 7 OF SI The Taxpayer Advocate Service (TAS) is an independent organization within the IRS that can help protect your taxpayer rights. TAS can offer you help if your tax problem is causing a hardship or you?ve tried but haven?t been able to resolve your problem with the IRS. Ifyou qualify for TAS assistance, which is always free, TAS will do everything possible to help you. Visit taxpayeradvocate.irs. gov or call 1-877-777-4778. We sent a copy of this letter to your representative as indicated in your power of attorney. Sincerely, Cara D. Franczak Exempt Organizations Specialist Enclosure: Information Request Letter 1312 (Rev. 1-2016) Catalog Number 35163W 12/02/2013 3:30:31 PM ?0300 IRS PAGE 3 OF 3 3 Information Request Information we need to make our determination 1. It appears you conduct voter registration drives and/or get-out-the-vote drives. Provide the following information about these activities: a. Describe where you conduct these activities and the criteria you use to choose the locations and/or the populations that are registered or encouraged to vote. b. State whether you ask questions to determine potential voters? views on issues and candidates for public office prior to registering them to vote. If you do, please explain. c. Submit representative samples of materials you prepared or distributed with regard to these activities, including scripts, ?yers, and brochures. (1. State the percentage of your total expenditures and total time spent on this activity during each of your past taxable years. Additionally, estimate the percentage of your total expenditures and total time you plan to spend on this activity in the future. For purposes of calculating the percentage of expenditures, allocate salaries, administrative, overhead, fundraising, and other general expenditures to this activity using a reasonable method. For purposes of calculating the percentage of time, include volunteer as well as employee hours. 2. It appears you are affiliated with other entities described in Internal Revenue Code Sections 527, specifically Senate Majority PAC. State whether you share employees, volunteers, funds, office space, websites or other resources with the organizations and, if you do, provide a copy of any agreements that you entered into with the organizations regarding the sharing of such resources. How to submit the requested information (do?s and don?ts) 0 Don?t include any personal identifying information like bank account or social security numbers that could result in identity theft or other adverse consequences if publicly disclosed. Ifwe approve your application for exemption, we?re generally required by law to make the application and the information you submit in response to this letter available for public inspection. Ifyou have questions about the public inspection of your application or other documents, please call me. 0 Do include the following declaration with your response, signed by one of your principal officers or directors: Under penalties of perjury, I declare that I have examined this information, including accompanying documents, and, to the best of my knowledge and belief, the information contains all the relevant facts relating to the request for the information and such facts are true, correct, and complete. 0 Do attach a copy of the cover letter to your response. This enables us to quickly and accurately associate your response with your case file. 0 Do fax or mail your response to: Fax: US Mail: Street Address (delivery service): Letter 1312 (Rev. 1-2016) Catalog Number 35163W 12/02/2013 3:30:31 PM ?0300 IRS PAGE El OF 4 Internal Revenue Service Exempt Organizations Internal Revenue Service Exempt Organizations 855-202-6948 ATT: Cara D. Franczak Room 4-504 P. 0. Box 2508 550 Main Street Group 7830 Cincinnati, OH 45201 Cincinnati, OH 45202 ATT: Cara D. Franczak ATT: Cara D. Franczak Room 4-504 Room 4-504 Group 7830 Group 7830 0 Don?t provide multiple copies of your response. Providing more than a single response may result in unnecessary delays in processing your response. We must process, assign, and review each piece of correspondence submitted (whether fax or mail). 0 Do allow adequate processing time if you want to call to verify we received your response. If you fax your response, allow a minimum of three workdays from the day you fax it. If you mail your response, allow a minimum of seven workdays from the day you mail it. Letter 1312 (Rev. 1-2016) Catalog Number 35163W E3 December 30, 2016 VIA FACSIMILE Internal Revenue Service Division ATT: Cara D. Franczak PD. Box 2508 Cincinnati, OH 45 201 Room 4-504, GrouP 7830 Fax: (855) 202-6948 Re: Majority Forward EIN 474368320 Dear Ms. Franczak: The purpose of this letter is to provide responses to your questions listed in the Information Request dated December 2, 2016. Please see the responses to your questions itemized below. 1. Penalties of Perjury Under penalties of perjury, I declare that have examined this information, including accompanying documents, and, to the best of my knowledge and belief, the information contains all the relevant facts relating to the request for the information, and such facts are true, correct, and complete. Jim/mic, 1123:, u, By: Rehecca?iLambe Date Title: President Majority Forward 2. It appears you conduct voter registration drives andfor get-out-the-vote drives. Provide the following information about these activities: a. Describe where you conduct these activities and the criten'a you use to choose the locations andfor the populations that are registered or encouraged to vote. Locations selected for voter registration activities include transportation sites (commuter train stations, bus stations, bus stops), department of motor vehicle of?ces, public squares, local stores, grocery stores, farmers markets, high school and colleges campuses, technical schools, Salvation Army stores, consignment shops, as well as public events such as concerts, local fairs, and block parties. All voter registration activities were focused on registering people of color, who are under-registered in comparison with the voting-age population. Relying upon research and data, locations with high densities of unregistered people of color were identi?ed. Field sta?' then scouted locations Majority Forward EIN it 474368320 3. in these areas to determine if they were good locations for registration based on foot traf?c, whether a site would allow canvassers, and safety. b. State whether you ask questions to determine potential voters? views on issues and candidates for public of?ce prior to registering them to vote. If you do, please explain. No; Majority Forward does not ask any questions to determine potential voters? views on issues or candidates prior to registering them to vote. Voter registration will be made available without regard to a voter?s political preference or stance on any issue. c. Submit representative samples of materials you prepared or distributed with regard to these activities, including scripts, ?yers, and brochures. See Attachment A. d. State the percentage of your total expenditures and total time Spent on this activity during each of your past taxable years. Additionally, estimate the percentage of your total expenditures and total time you plan to spend on this activity in the future. For purposes of calculating the percentage of expenditures, allocate salaries, administrative, overhead, fundraising, and other general expenditures to this activity using a reasonable method. For purposes of calculating the percentage of time, include volunteer time as well as employee hours. In its first ?scal year ending May 30, 2016, Majority Forward spent approximately $1.1 million on voter registration activities, which constituted roughly one third of Majority Forward?s budget for that ?scal year. Because this activity was conducted via the hiring of ?rms who are experts in voter registration activity instead of through employees, Majority Forward does not know the precise amount of time spent on this activity. Majority Forward intends to spend a similar percentage on this activity in the future. Please note that as more fully described in Majority Forward?s application for recognition of tax-exempt status, Majority Forward engages in other tax-exempt activities as well as voter registration activities, such as get-out-the-vote efforts and non-partisan issue advocacy. It appears you are af?liated with other entities described in Internal Revenue Code Sections 527, speci?cally Senate Majority PAC. State whether you share employees, volunteers, funds, of?ce space, websites or other resources with the organizations and, if you do, provide a copy of any agreements that you entered into with the organizations regarding the sharing of such resources. MajOrity Forward and Senate Majority PAC share employees and office space. See Attachment B. December 30, 2016 VIA ACSIIVIILE Internal Revenue Service Division Cara D. Franczak PO. Box 2508 Cincinnati, OH 45201 Room 4-504, Group 7830 Fax: (855) 202-6948 Re: Majority Forward, Request to Withhold Information from Public EIN 47-4368320 Dear Ms. Franczak: The following materials provided by Majority Forward in support of their 1024 application are proprietary materials, related to the organization?s process, style of work, and apparatus. Accordingly, we request the following materials be withheld from public inspection, as disclosure of such information would adversely affect the organization: - 0 _Attachment A, at 6) 0 ?(Attachment A, at 8) . ?(Attachment A, atll). Each of these materials have been marked ?Not Subject to Public Inspection.? Sincerely, Rebecca Lambe President Majority Forward Attachment SENATE MAJORITY PAC 3: MAJORITY FORWARD COST SHARING AGREEMENT This Agreement is between Senate Majority PAC (?the and Majority Forward. WHEREAS, the PAC is organized and operated for political purposes within the meaning of section 527 of the Internal Revenue Code and WHEREAS, Majority Forward is organized and operated for social welfare purposes within the meaning of Code section 501(c)(4); and WHEREAS, the PAC and Majority Forward have agreed that it is in their mutual best interest to minimize duplicative expenses and to carry out their complementary purposes in an economical and ef?cient manner, including the sharing of employees whose skills and knowledge will assist both organizations and the sharing of of?ce space and equipment; NOW, THEREFORE, in consideration of these mutual promises and mutual bene?ts, the PAC and Majority Forward agree to share a variety of personnel, facilities, goods and services in accordance with the terms set forth below. 1. Sharing of Personnel and Facilities. a. Personnel and Payroll. The PAC and Majority Forward shall make available each other?s employees to be hired by the other. Each organization shall pay a percentage of salary and fringe bene?ts, as described below, based on the employee's agreed-upon salary. The PAC will act as Majority Forward?s agent for payroll for employees who work for both the PAC and Majority Forward. This includes ?lings with the Internal Revenue Service and other taxing authorities, payroll processing, withholdings, bene?t payments for payroll and its related bene?ts. b. Equipment and Facilities. Employees of the PAC who are also employed by Majority Forward and employees and contractors hired directly by the PAC may use of?ce space, routine of?ce supplies, of?ce equipment and fumitiue, and similar items belonging to the PAC. Charges for these uses and services are covered under section 2 "Payment" of this memorandum- c. Other Services. The PAC shall provide reasonable services such as human resources, legal, executive, information technology, and administrative services to Majority Forward. Extraordinary requests services will be charged directly to Majority Forward but such services will not be provided without advance approval of the cost by Majority Forward. 2. Payments. Majority Forward shall pay the PAC for all expenses incurred by the PAC on Majority Forward?s behalf. The PAC shall pay Majority Forward for all expenses incurred by Majority Forward on the behalf. Such expenses shall include, but are not limited to, salaries and fringe bene?ts, 1339134821 fees to independent contractors, the costs of travel undertaken by employees and contractors, postage, mileage, printing, legal fees and other actual expenses; provided, however, that the PAC and Majority Forward shall each contract directly with vendors for the provision of such goods and services to that organization and shall ensure that contracts and arrangements are in its own name whenever feasible- Neither party shall obligate or create a liability for the other party without the permission of the other party. The PAC will pay Majority Forward?s established market rate for any Majority Forward mailing lists it chooses to purchase; Majority Forward will pay the established market rate for any PA mailing lists it chooses to purchase. a. Calculation of Payment for Salaries and Fringe Bene?ts. Majority Forward's payment for services of jointly employed personnel shall be based on actual hours worked and the corresponding fringe bene?ts of each employee, as determined in accordance with timesheets or other reasonable documentation prepared by the employees pursuant to instructions of management and agreed to by the PAC and Majority Forward. b. Payment of Overhead Costs. Majority Forward shall pay the PAC an amount to cover overhead costs, which shall be calculated by multiplying the total overhead costs by the percentage obtained by comparing the total salary charged to the PAC to the total salary charged to Majority Forward. The overhead items to be reimbursed at this calculated percentage shall include, but are not limited to: i. costs of staff devoted to administrative matters, ii. payroll, human resources, intranet; equipment rental and maintenance, except those speci?cally purchased or leased for exclusive use by the PAC or Majority Forward; iv. depreciation of property, equipment, and furniture; v. the cost of insuring shared property and facilities; vi. general of?ce supplies not purchased speci?cally for the PAC or Majority Forward; vii. routine telephone service at the PAC ?s facilities; computer, e-mail, and word-processing systems and supplies; ix. photocopying not separately billed; x. subscriptions and other publications not speci?cally ordered for the PAC or Majority Forward; xi. cost of of?ce space and utilities. 133973432. I c. Payment of Online and Web Costs and Services. Online and web costs and services will be allocated on a percentage use basis, with actual staff time to maintain the systems included in the cost and not billed separately. Website design, preparation of e-mail mailings, and similar material costs will be billed separately as necessitated. d. Time of Payment. The PAC and Majority Forward shall make payment of the amounts due under this memorandum on the basis of detailed invoices. e. Additional Payment in Event of Adverse IRS Determinations. Amounts paid for under this arrangement are intended to represent fair market value in an arms-length transaction. In the event that the Internal Revenue Service shall determine that the amounts paid by Majority Forward to the PAC for goods and services pursuant to this memorandum constitute more than fair market value, the PAC shall pay to Majority Forward the difference between the amounts paid under this agreement and the fair market value of such goods and services as determined by the IRS. Should the converse be true, the PAC shall have the option of requesting additional payment from Majority Forward- 3. Term. This Agreement shall be effective for a term of one (1) year which shall commence upon execution of this Agreement by both parties, and expire one (1) year later. This Agreement shall renew for additional terms of one (1) year each on the same terms and conditions provided for in this Agreement unless an amendment is mutually agreed to between the parties or one party delivers to the other a notice of termination. 4. Warranties: a. The PAC represents and warrants that as of the date of this Agreement and at all times during the term of this Agreement: it is duly organized and validly existing under the laws of the state of its incorporation, and it has full power and authority to enter into and perform this Agreement; (ii) this Agreement constitutes a valid and binding agreement of the and the execution, delivery and performance of this Agreement by the PAC does not con?ict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound. b. Majority Forward represents and warrants that as of the date of this Agreement and at all times during the term of this Agreement: it is duly organized and validly existing under the laws of the state of its formation, and it has full power and authority to enter into and perform this Agreement; (ii) this Agreement constitutes a valid and binding agreement of Majority Forward; and the execution, delivery and performance of this Agreement by Majority Forward does not con?ict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound. 5. Termination. Either party may terminate this Agreement at any time before the end of the Term at its sole discretion upon thirty (30) days' notice, or with cause upon ?ve (5) days' notice. The parties agree to cooperate to identify the status of any projects then in progress and how they should be 13393432.! completed or otherwise transitioned. A ?nal accounting of transfers shall be completed within sixty (60) days of the termination of this Agreement. 6. Modi?cation. This Agreement sets forth the entire agreement between the parties, and replaces and supersedes all other contracts, agreements and understandings, written or oral, relating to the subject matter hereof. The Agreement may not be changed or modi?ed except by written instrument executed by both parties. 7. Change in IRS Requirements. It is the intention of the PAC and Majority Forward that the method of calculating Majority Forward?s share of the expenses incurred by the PAC on its behalf shall conform in all material respects with the requirements imposed by the IRS with respect to similarly situated organizations. In the event that either party is advised by counsel or other tax advisor that the method of calculating Majority Forward?s share of expenses set forth in this Agreement no longer conforms to such requirements, the Agreement shall be amended to conform with all IRS requirements. 8. Assignment. This Agreement shall not be assigned by either party. 9. Independence of Parties. Nothing in this Agreement shall constitute the naming of one party as an agent or legal representative of the other. This Agreement shall not be deemed to create any relationship of agency, partnership or joint venture between the parties, nor is this Agreement to be considered a management contract. Each organization shall control its own activities, and neither organization shall be responsible for the actions of the other when using shared employees or resources. 10. Severability and Survival: If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. 11. Waiver of Contractual Right: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party?s right to subsequently enforce and compel strict compliance with every provision of this Agreement. 13393482. 1 INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 Date: MAR 1 5 2017 MAJORITY FORWARD c/o EZRA REESE 700 13TH STREET NW STE 600 WASHINGTON, DC 20005 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 47-4368320 DLN: 17053190305016 Contact Person: CARA FRANCZAK 31452 Contact Telephone Number: (877) 829?5500 Accounting Period Ending: May 31 Form Required: Yes Effective Date of June 18, 2015 Contribution Deductibility: No Addendum Applies: Yes We?re pleased to tell you we determined you're exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(4). This letter could help resolve questions on your exempt status. Please keep it for your records. If we indicated at the top of this letter that you're required to file Form our records show you're required to file an annual information return (Form 990 or Form or electronic notice (Form 990vN, the e?Postcard). If you don't file a required return or notice for three consecutive years, your exempt status will be automatically revoked. If we indicated at the top of this letter that an addendum applies, the enclosed addendum is an integral part of this letter. For important information about your responsibilities as a tax?exempt organization, go to Enter in the search bar to view Publication 4221-NC, Compliance Guide for Tax?Exempt Organizations (Other than 501(c)(3) Public Charities and Private Foundations) which describes your recordkeeping, reporting, and disclosure requirements. Sincerely, Jeffrey I. Cooper Director, Exempt Organizations Rulings and Agreements Letter 948 MAJORITY FORWARD ADDENDUM This letter is to supersede the one issued on January 25, 2017, which was incorrectly issued with a incorrect letter. Letter 948 Tax Exempt and Government Entities Division January 25' 201.7 Employer ID number: 47-4368320 Person to contact: Cara D. Franczak Employee ID number: Department of the Treasury Date: Internal Revenue Service 0203070 MAJORITY FORWARD Contact telephone number: EZRA REESE (877) 829-5500 700 13TH STREET, NW, SUITE 600 WASHINGTON, DC. 20001 May 31 Form required: Yes Effective date of exemption: June 18. 2015 Contribution No Dear Applicant: We are pleased to tell you we determined you are exempt from federal income tax under Section 50l(c)(4) of the internal Revenue Code (the Code); Because this letter could help resolve questions regarding your exempt status, you should keep it in your permanent records. Ihis-lett?ris based on -our1'eview of your application for taxlexeinpt status andithe representations made in response to Letter 5228, Optional Expedited Process for Certain Exemption Applications Under Section 501(c)(4). You can?t rely on this letter during any tax year when your activities are inconsistent with the representations you made in response to Letter 5228, including the amount of expenditures incurred or time spent on particular activities. If your activities cease to be consistent with those representations, but you determine that you continue to meet the requirements of a Section 501(c)(4) organization, you may consider yourself exempt under Section 50 of the Code and continue to ?le Form 990, Return of Organization Exempt From Income Tax. However, you must notify the IRS about such representations ceasing to be correct on Schedule 0, Sui-)plemenlul Information to Form 990 or 990-EZ, of your Form 990. As an organi7ation described in Section 501(c)(4) of the Code, you are expressly prohibited from allowing any part of your net earnings to inure to the bene?t of any private shareholder or individual. Additionally, any transaction that provides such inurement may be subject to excise taxes imposed by Section 4958 of the Code. This letter is not determining whether any of your present or proposed arrangements would be considered an excess bene?t transaction resulting in tax under Section 4958. Letter 948-E (7-2013) Catalog Number 65088E See enclosed Publication Compliance Guide for Tax-Exempt Organizations (other than 501(c)(3) Public Charities and Private Foundations), for helpful information about your responsibilities as an exempt organization. Thank you for your cooperation. Jeffre Cooper Acting Director, Exempt Organizations Rulings and Agreements Enclosure: Publication 4221-NC Letter 948-E (7-2013) Catalog Number 65088E