Registry of CharitabIe Trusts

P.O. Box 903447

Sacramento, CA 94203-4470
TeIephone: (916) 445-2021
WEBSITE ADDRESS:
http://ag.ca.qov/charities/
INITIAL
REGISTRATION FORM
STATE OF CALIFORNIA
OFFICE OF THE ATTORNEY GENERAL
REGISTRY OF CHARITABLE TRUSTS
(Government Code Secti ons 12580-12599. 7)
Pursuant to Section 12585, registration is required of every trustee subject to the Supervision of Trustees and
Fundraisers for Charitable Purposes Act within thirty days after receipt of assets (cash or other forms of property)
for the charitable purposes for which organized.
Every charitable (public benefit) corporation, association and trustee holding assets for charitable purposes or
doing business in the State of California must register with the Attorney General, except those exempted by
California Government Code section 12583. Corporations that are organized primarily as a hospital, a school, or a
religious organization are exempted by Section 12583.
Name of Oraani zati on: NEW STARSHP FOUNDATON
Qa a a r a a Ej ^ ' ^ - i.
Whig QjBG!H!insiCrf3b
OfficiaI MaiIing Address for Organi zati on:
Address: 14926 Maftha street
City: Sherman Oaks
RECEVED
state: C A
MIiorney GeneraI's Office
ZIP Code: 9 1 4 1 1
! # $ 2013
Organization' s teI ephone number: ( 8 1 8 ) 7 8 4 - 1 8 3 3 Registry of
Organization' s e-maiI address:
" i i uni aci e T u a i ^
Organization' s fax number:
Organization' s websi te: htt://newstarship.com
FederaI EmpI oyer Identification Number (FEIN):
4 6 - 1 0 5 8 8 1 0
feallf^iat^leymptlom
Group Exempti on FEI N (if appIicabIe):
Corporate or Organization Number:
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CT-1 REGISTRATION FORM (6/2007)
Names and addresses of ALL trustees or directors and officers (attach a Iist if necessary):
Name See attached addendum, incorporated herein by reference. Position
Address
City State ZIP Code
Name Position
Address
City State ZIP Code
Name Position
Address
City State ZIP Code
Name Position
Address
City State ZIP Code
Name
Address
City State ZIP Code
Describe the primary activity of the organi zati on. (A copy of the materiaI submi tted wi t h the appI i cati on for federaI or state tax
exempti on wiII normaIIy provide this information. ) If the organi zati on is based outsi de CaIifornia, comment fuIIy on the extent
of activities in CaIifornia and how the CaIifornia activities reIate to totaI activities. In addition, Iist aII funds, property, and other
assets heId or expected to be heId in CaIifornia. Indicate whet her you are moni tored in your home state, and if so, by whom.
Attach additionaI sheets if necessary.
See attached addendum, incorporated herein by reference.
inizatlbnywilliggi^^
^wiM
1II 11 ^
If assets (funds, property, etc.) have been received, enter the date first received:
Date assets first received:
. September 1, 2012
iSasaEii feoaiulbagMsfeiaMS^
What annuaI accounti ng period has the organization adopted?
FiscaI Year Endi ng
CaI endar Year
CT-1 REGISTRATION FORM (6/2007)
REGISTRATION FORM CT-I
NEW STARSHIP FOUNDATION
EIN: 46-1058810
A complete list of the names and addresses of the officers and Directors of the
Foundation is as follows:
HUSTON HUDDLESTON - President
and Director
14926 Martha Street
Sherman Oaks, CA 91411
NANCY ADAMS HUDDLESTON - Vice
President, Treasurer, and Director
14926 Martha Street
Sherman Oaks, CA 91411
AUBREY WEST - Secretary and
Director
6222 Klump Ave
North Hollywood CA 91606
RONALD D. MOORE - Director
Tall Ship Productions
985 E. Green St.
Pasadena, CA 91106
ANDREW PROBERT - Director
17 Chapman Place
Leominster, Ma 01453
RCK STERNBACH - Director
12417 Hesby St.
Valley Village, CA 91607
DOUG DREXLER - Director
10461 Cumpston St
North Hollywood CA 91607
LARRY NEMECEK - Director
904 E. Fairmount Rd.
Burbank CA 91501
DAVD GERROLD - Director
9420 Reseda Blvd. #804
Northridge, CA 91324
RCHARD ARNOLD - Director
5036 Coldwater Canyon #303
Sherman Oaks, CA 91423
TMOTHY M. EARLS - Director
1707 Micheltorena St Apt 306
Los Angeles, CA 90026
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REGISTRATION FORM CT-1
NEW STARSHIP FOUNDATION
EIN: 46-1058810
Description Of CharitabIe And EducationaI Activities
New Starship Foundation (the "Foundation") was incorporated in California on
August 29, 2012, for multiple educational and charitable purposes including:
Establishing a museum open to the general public that includes interactive
"hands on" exhibits that promote self discovery, foster the art, science and
technology of motion pictures and television, and are of interest to children
and adults alike;
Collecting, refurbishing, maintaining and displaying famous motion picture
and television sets, props and other memorabilia, with an emphasis upon
classic science fiction movies and television series, such as Star Trek, for the
benefit and enjoyment of the public at large;
Promoting public education about the history, art, science and vision of
motion picture and television science fiction script writers, set designers and
directors who portray their concepts of life in the distant future;
Creating community oriented projects and events that enable the public to
view and interact with museum exhibits;
Developing and preserving a robust information base about science and
technology of motion pictures and television, conducting educational
programs, and disseminating information without charge to the public through
forums such as conventions, lectures, exhibitions, seminars and publications,
in furtherance of educating the public about the museum and its mission to
restore and display famous motion picture and television sets, props and
memorabilia;
Providing financial support to other charitable organizations that maintain RC
Section 501(c)(3) status and whose values, goals and objectives mirror those
of the Foundation or are of a humanitarian or educational nature; and
Providing scholarships and educational grants in aid to low-income students
who desire to attain a higher education, including both undergraduate and
graduate degrees, at a college, university or trade school of their choice within
the United States or abroad.
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GeneraI Statement Of Purpose
What could be more exciting for millions of "Trekies" (fans) than to have the
opportunity to stand on the actual bridge of the USS Starship Enterprise, a warp
speed spaceship from the 24''" century, just as it was depicted in the famous science
fiction TV series, and manipulate its interactive viewing screens, controls and
mechanisms? Over the 48 years since Star Trek first aired on TV, its fans have
continued to support the show with as much (or perhaps even greater) enthusiasm
as when it first aired. The Foundation maintains that a large part of the continuing
fascination with Star Trek, Deep Space Nine, The Next Generation, and similar sci fi
spinoffs, can be traced to our many real and current crises, both financial and
environmental. Star Trek, unlike much of science fiction, is based on a hopeful view
of the future, one where the "infinite possibilities of existence" (as superbeing Q
stated in one Star Trek TV episode) could be exploited for the benefit of humankind
and aliens alike. Star Trek presented a future where science and reason prevail
over superstition, religious fundamentalism and petty myopic rivalries that permeate
our present age. The series envisioned a time when technology has been
developed to address almost every challenge. n the real world. President Obama
has spoken out about the need to base decision making on sound science and
engineering in order to address the urgent environmental and energy challenges
facing humanity. For the first time in human history, humanity is faced with truly
global Star Trek-like problems from global warming to dwindling energy
resources. Star Trek ultimately presents a world in which human emotions and
reason peacefully coexist.
One of the Foundation's principal goals in establishing its museum will be to
foster a love of science, mathematics, engineering and related fields, by stimulating
both young and old through restored (with added inter active features) science
fiction movie and TV sets, props, artifacts and memorabilia. Visitors to the museum
will be able to immerse themselves in a Star Trek future, where all countries join
together to achieve common goals while maintaining respect for individual cultural
differences. The Foundation hopes to enable everyone who visits the museum to
experience the joy and inspiration of having this glimpse of the future, just as Gene
Roddenberry (the creator of Star Trek) envisioned it. The Foundation's Board of
Directors is committed to establishing and maintaining the museum and to "make it
so", as soon as tax-exempt status is attained and sufficient donations are received.
The Museum
The Foundation will establish the museum for the public benefit, and the
museum will be open to all persons, young and old, regardless of their race, creed,
national origin or gender. The location of the museum has not yet been selected by
the Board of Directors of the Foundation but it will probably be within Hollywood,
California, the film capital of the world. The site for the museum will most likely be a
warehouse or other suitable facility large enough to accommodate a large assort-
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ment of the museum's exhibits. Such facility will in any event be rented from
persons or entities not directly or indirectly connected with or related by blood,
marriage or in business with any member, officer, Director or other controlling
person who would or might be deemed to be a "disqualified person" vis-a-vis the
Foundation. The Foundation also plans on participating in various science fiction
fairs, conferences, and shows across the nation by bringing its television and motion
picture sets and memorabilia to other cities for the enjoyment of the public at large.
During times when public funding is insufficient to permit free admission to the
museum (such as during the Foundation's formative years), the Foundation may
charge a nominal entrance fee estimated to be in the amount of $5 to $10 per adult
and $2.50 to $5 per child over age 3 and under age 12, to help offset the cost of
constructing, maintaining, operating and expanding the museum's exhibits.
Although the Foundation anticipates (and has projected in Part X, Financial Data)
that there will at least initially be a nominal admission charge for entrance into the
museum, it will be the Foundation's continuing goal to provide public access to the
museum and all of its exhibits without charge whenever possible. The achievement
of such goal depends upon the amount of annual donations and grants received by
the Foundation. The Foundation's revenue is projected (see Funding for the
Foundation's Educational Programs and Activities, below) to be received primarily
from public donations from "Trekies" and other persons interested in promoting the
theatrical arts and sciences, from wealthy philanthropists and foundations, and from
the officers and Directors of the Foundation and their families and friends, in that
order.
InitiaI Foundation Projects
Restoration of the Bridge Of the Starship Enterprise
The Foundation was formed by Star Trek fans and will most likely primarily be
supported and funded by Star Trek fans (whom the Foundation believes number in
the many millions). To foster public interest and enthusiasm for establishing the
museum, the Foundation's initial project will be to completely restore the Star Trek
Next Generation D bridge set, as it was seen on TV and in the 1994 film Star Trek
Generations, and to make it fully interactive. The Foundation's officers have
rescued the junked remains of the Enterprise D bridge from a parking lot at Para-
mount Pictures, with an eye to restoring the set it to its former glory. Paramount
Pictures has donated without charge the "remains" of the set to the Foundation. The
fibre glass set had originally been built for Star Trek: The Experience (a short lived
Las Vegas attraction), after the original wooden set, made in the late 1990's, was
destroyed during the filming of Star Trek Generations. The Foundation's budget for
the restoration of the "bridge" is estimated at $60,000 to $70,000, and will be paid
for by donations received from the public. The Foundation will make the duplicate
simulator set available to the public without charge at Star Trek conventions and
also at selected fundraising events conducted by other RC section 501(c)(3)
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charities, such as Habitat For Humanity and Make A Wish Foundation. Star Trek
fans will have a place to relive their memories of the TV series and the movies.
Interactive EducationaI "IVIissions" For Students
The Foundation contemplates that traveling exhibits of museum memorabilia
will continue both before and after the museum opens its doors to the public.
Accordingly, another Foundation project will be to establish interactive educational
"Missions" so that entire classrooms of students can steer the Enterprise to other
planets, galaxies and more. The Foundation maintains that providing such inter-
active exhibits to public schools without charge will help stiniulate student interest in
science, math and engineering, and be of significant educational value.
AdditionaI Sci Fi IVIovie And TV Set Restoration Projects
The Foundation contemplates undertaking similar projects of a restorative
nature in order to expand the museum's science fiction exhibits. The Foundation will
actively seek out donations of popular (but discontinued for filming) science fiction
sets and an array of memorabilia from sci fi movies and TV series, and restore them
to their operational state as additions to the museum's interactive exhibits. Once the
museum is established, the Foundation believes that donations of sci fi movie and
TV sets memorabilia will be received because donating such items to a museum
insures their proper care and public display in perpetuity. Many educationally
valuable sci fi movie and TV sets are dismantled and/or destroyed after filming, and
their artistic and educational value is lost to the world. The Foundation's museum
will present film producers and motion picture and TV studios with a viable alterna-
tive to the destruction of such property. The Foundation does not anticipate the
need to purchase such property because, as was the case with the Starship Enter-
prise D bridge, motion picture and TV sets and memorabilia should be acquired by
donation from movie studios interested in removing them from their locations and
receiving a tax benefit (based upon the fair market value of the sets and
memorabilia) in accordance with law from making a contribution to the museum.
The Foundation will therefore encourage donations of such property from movie and
TV studios throughout the United States.
Benefitting Students Through SchoIarships
As mentioned above, the accomplishment of much of the Foundation's
charitable and educational activities described in this application will largely depend
upon the amount of donations received from private foundations and the public at
large. The Foundation will also provide exceptional educational opportunities for
students who desire to excel in their studies, including children primarily from low-
income families who lack the opportunities, funding and personal contacts needed to
attain an undergraduate or graduate degree from a college or university of their
choice. The Foundation will provide limited financial assistance to students from
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low-income families by conferring scholarships and providing other forms of grants
in aid for children whose parents lack the financial means to pay for their education.
The Foundation has included a scholarship program and a grants in aid program,
discussed in detail below and in Schedule H, incorporated herein by reference,
among its charitable and educational endeavors. Through such program, the
Foundation will make available to the children of low income and very low income
families some of the educational opportunities that historically have been offered in
private schools for more financially affluent families. The Foundation will exercise
due diligence in maintaining adequate records as to all grants, so as to ensure that
all grants and scholarship funds are utilized exclusively for the charitable and
educational purposes intended. All of the Foundation's charitable and educational
projects and activities will be conducted without regard to gender, race, creed,
religion, ethnic or national origin of the recipients of such assistance. For additional
information regarding the Foundation's scholarships, see "The Foundation's
Scholarship Program" on pages 7 through 10 below.
Support For Other Nonprofit Tax-Exempt Organizations
Provided that sufficient revenue is received to enable the Foundation to pay -
the operational expenses of the museum and additional revenue is available, the
Foundation may also make grants to other exempt organizations such as other
museums of science, and to the science, physics, mathematics and theatrical arts
departments of major colleges and universities. Because the Foundation is still in its
embryonic state, no such grants are presently being considered. However, the
Board of Directors of the Foundation has established criteria for an organization to
qualify for future Foundation grants of funds, which include: (1) the organization
must be established for charitable or educational purposes and must be a nonprofit
corporation or other entity that is qualified for tax exempt status under RC Section
501(c)(3), (2) all recipient organizations must account to the Foundation on at least
an annual basis as to the application of grants received from the Foundation and to
provide proper assurances to the Foundation upon request that all funds have been
applied exclusively for the charitable or educational purposes for which such
recipient organizations were created, and (3) all recipient organizations must upon
request provide a copy of their favorable determination letter regarding their federal
and State tax exempt status, if applicable, or provide other substantiation
satisfactory to the Foundation's Grants Committee (discussed below) of their
compliance with the preceding requirements for receiving grant funds from the
Foundation (a "qualifying recipient organization"). The Foundation requests that the
RS approve of the above grant procedures in its determination letter.
Whenever possible, the Foundation will seek to retain the volunteer services
of persons interested in furthering the museum and its exempt purposes that include
support for sci fi theatrical arts and sciences. The Foundation will also seek to
attract parents who subscribe to the Foundation's educational aims and values and
who are committed to working in partnership with the Foundation to provide the
exceptional educational opportunities what the museum will make available to the
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general public. f sufficient numbers of volunteers cannot be enlisted, the Founda-
tion may pay (out of donations received from the public) for professional staff at an
hourly rate of between $15 and $35 per hour, depending upon the qualifications of
the person (i.e., graduate student or high school student), for assisting with the
conduct of the Foundation's educational programs and activities.
AIIocation Of Time. Revenue And Expenses
The Foundation anticipates allocating the following percentage of its time and
2013-2014 revenue and expenses to conducting the above enumerated charitable
and educational activities, as follows:
Percentage Of Percentage Of
Description Of Activities Time Revenue And Expenses
Collecting, refurbishing, maintaining 45% 10%
and displaying motion picture and
television sets, props and other
memorabilia
Establishing and maintaining the 35% 65%
interactive sci fi museum
Promoting public education about 6% 3%
the history, art, science and vision
of motion picture and television
science fiction script writers, set
designers and directors
Creating community oriented projects 5% 4%
and events that enable the public to
view and interact with museum exhibits
Developing and preserving an information 10% 2%
base, conducting educational programs, and
disseminating information through lectures,
conventions, exhibitions, seminars and
publications
Providing scholarships and educational 5% 5%
grants in aid to low-income students
Providing financial support to other 4% 5%
charitable organizations that maintain
tax exempt status
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other expenses (i.e., insurance, utilities,
postage, and legal, etc.) 0% 8%
Total: 100% 100%*
*The above percentages are current estimates based upon the best judgment
of the Board, as the Foundation is newly formed and has only begun to undertake its
charitable and educational activities. The Board has not yet determined what
percentage of its revenue will be allocated to the specific educational and charitable
projects enumerated above in this Application. The Foundation anticipates that
commencing in 2013 or 2014, the percentage of its revenue and expenses devoted
to its charitable and educational activities should increase relative to the Founda-
tion's success in fundraising, and administrative expenses are not expected to
exceed the amounts projected in Part V, Financial Data.
The Foundation's SchoIarship Program
As mentioned above, the Foundation plans to design and implement a
program to provide youth from low income and very low income families with
scholarship opportunities. The Foundation's scholarship program is roughly
scheduled to begin in 2014 or 2015, based upon the Foundation's anticipated
receipt of sufficient revenue to enable scholarships to be provided to financially
needed students. n this regard, 12 to 18 year-olds face unique challenges. For
many children, the paths they choose during this time become the direction for the
rest of their lives. Where opportunities are lacking, negative influences tend to fill
the void. ncluded as an exhibit to this Application is a draft of a Scholarship
Application that the Foundation proposes to utilize for grants to children from low
income families to enable them to attain a private high school or higher education,
including both undergraduate and graduate degrees at a college, university or trade
school of their choice, but who lack the financial means to pay for their education.
The Foundation intends to provide a limited number of scholarships for low
income persons who appear to lack the means to attain a formal higher education
and attain a high school, undergraduate or graduate degree from a college or
university of their choice. Scholarship grants, enabling selected persons to enroll in
a public or private high school, college, university or trade school of their choice, will
be awarded by a Grants Committee consisting of at least three (3) members of the
Foundation; all scholarship grants will be awarded on a non-sectarian basis and
without reference to sex, age, religion, creed or national origin. Please see the
sample form of Scholarship Application attached as an exhibit to this application.
Under no circumstances will any Foundation scholarship or grant in aid be provided
to any child of a member, officer, director, or other controlling person of the
Foundation, or to anyone who would or might be deemed to be a "disqualified
person" vis-a-vis the Foundation, or to anyone who by blood or marriage or by
business relationships is related to any such person. The Grants Committee may
award scholarship grants ranging in amount from $500 to $5,000 or more per
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applicant, depending upon the nature of the duration of the grant applied for, the
enrollment requirements and the availability of scholarship grants generally. All
applicants will be informed that the Foundation's grant funds are limited, that the
Foundation anticipates, receiving many more applications than can be accommoda-
ted based upon anticipated available funding, that grantees are required to resubmit
their applications to the Foundation for each academic year at a high school,
college, university or trade school for which a scholarship grant may be requested,
and that the Foundation makes no representation or warranty that a scholarship
grant will be conferred for the benefit of any individual who may apply for such grant
or who may have received a prior scholarship grant from the Foundation.
As specifically stated on the face of the Scholarship Application, questions
regarding race/ethnic group and veteran status are intended to be used solely for
statistical record keeping purposes. They have nothing whatsoever to do with the
selection process. n this regard, the Foundation anticipates that it may be
requested from time to time by various governmental agencies, including but not
limited to the California Department Of Housing And Community Development, to
provide information as to the race/ethnic background of the applicants who apply for
and receive scholarships from the Foundation, and such information will be readily
available if requested as part of the Scholarship Application. The Foundation will not
utilize any information regarding an applicant's race/ethnicity or veteran status in
connection with its exempt purpose. All information in the Scholarship Application
will be kept strictly confidential and will not be utilized in connection with any
advertising or other media presentation by the Foundation or any affiliate of the
Foundation.
Periodic progress reports will be required regarding each recipient of a
Foundation scholarship grant, at least once a year, to determine whether the
grantee is actively participating in the education program selected by the applicant
and has performed the study and undertaken other educational activities that the
grant was intended to finance. n the event that such reports are unfavorable to the
grantee, or there are other indications that the scholarship grants are not being used
as intended, the Foundation will investigate and take corrective action. The
Foundation will keep accurate records relating to all scholarship grants made to
individuals, including (i) information obtained to evaluate grantees, (ii) identification
of grantees, including any relationship of the grantee to the Foundation sufficient to
make the grantee a disqualified person, (iii) the amount and purpose of each
scholarship grant, and (iv) follow-up information, including required annual reports
and investigation of jeopardized grants.
PubIication Of AvaiIabiIity Of The Foundation's SchoIarships
The Foundation plans initially to provide copies of its Scholarship Application
and its Financial Aid Application (draft copies of which are attached as exhibits to
this application) (i) to the principals of private and public high schools in Los Angeles
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County, (ii) to the financial assistance departments of various colleges and
universities located in Los Angeles and surrounding Southern California communi-
ties, such as UCLA, UCR and UC, with the request that the applications be
distributed to interested students and their families, and (iii) to low income parents
who desire to enroll their children in undergraduate or graduate schools of their
choice. Applications for the Foundation's Scholarships or other grants in aid will
also be available on the Foundation's nternet website. The approximate number of
eligible candidates for scholarships will vary depending upon the number of children
whose parents desire to enroll them in the Foundation's Scholarship program. The
Foundation is presently unable to estimate the actual number of children from low
income families who may apply for scholarships or other forms of for grants in aid
(such as reduced tuition to attend a public or private undergraduate, graduate, or
trade school of their choice - please see the below discussion following the caption
entitled "Promotion Of Sliding Fee Scale n Private Schools For Children From Low
ncome Families"). Although as stated above, the Foundation is presently unable to
accurately estimate the number of children from low income families who may apply
for scholarships or for other educational grants in aid under this program, it is
anticipated that at least 5 to 15 or more children from low income families per year
will be granted some form of Foundation scholarship or other educational grant in
aid, commencing if possible in 2013 or 2014 (depending upon the availability of
donated funding that is designated by the Foundation for such purpose).
t is presently anticipated that Foundation scholarship grants will be conferred
upon students desiring to attend colleges, universities or trade schools that are
located in the United States. However, if this proves not to be the case and the
Foundation provides scholarships for low income students who desire to attend a
college or university located outside of the United States, the Foundation will
exercise expenditure responsibility in order to ensure that its funding is utilized in
strict accordance with the manner in which it is intended by persons receiving
scholarship or grants who are located outside of the United States. n furtherance of
such commitment, the Foundation is submitting with this application its "Expenditure
Responsibility With Regard To Foreign Aids" (an executed original of which is
attached as an exhibit to this application).
More Specifics Of The Foundation's Grants In Aid Program
The Foundation anticipates receiving from low income families numerous
applications for financial aid for their children who desire to attend a high school,
college, university or trade school of the student's or the parent's choice. The
Foundation's selection process among low income applicants is explained as
follows:
1. A minor child's parent or guardian must apply for financial
assistance from the Foundation (see sample application forms enclosed as exhibits
to this application), and
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2. Be of low income or very low income. Low income is defined as
having a total family income, from all sources, at or below 80% of the median
income for the Los Angeles, California area. Very low income is defined as having a
total family income, from all sources, at or below 50% of the median income for the
Los Angeles, California area. As an example, the median household income for the
Los Angeles, California area is $55,476, and 80% of the median is $44,380. The
average applicant should fall at or below 80% of the median.
Depending largely upon the amount of funding that becomes available to the
Foundation, the Grants Committee (consisting of at least three (3) members of the
Board of Directors) will narrow the field of applicants to a more manageable group
which will corisist of the most severe hardship cases (for example, very low income
and/or out of work parents). The final selection will also be made by the Grants
Committee, which may or may not include a blind draw of lots among the applicants
included in the selection process, depending upon the number of children from low
income families who apply for admittance to the Foundation.
Promotion Of SIiding Fee ScaIe In Private
SchooIs For ChiIdren From Low-Income FamiIies
The Foundation will solicit the cooperation of various Los Angeles private
schools to provide reduced tuition admittance for children from low income families
on a sliding scale basis, according to ability to pay. To qualify for such reduced
charges, the parents of a child must verify income levels to the Foundation. While
all families will be expected to contribute to the actual out-of-pocket cost of providing
their child's education, it is the Foundation's goal that no child will be turned away by
any participating private school due to inability to pay. Continuing eligibility for
financial assistance will be determined annually. To qualify for subsidized tuition,
the following sliding scale will be applied:
ncome Guidelines Cost To Low-ncome Parents
$20,000 per year or below* 25% (of regular tuition)
$25,001 - $30,000 40%
$35,001 - $40,000 50%
$45,001 - $50,000 75%
$50,001 - and above 100%
*Figures are based upon the combined gross income of both parents.
The Foundation is uncertain of how many, if any, private schools will adopt
the Foundation's proposed guidelines for admission into their schools of children
from low income families on a sliding fee basis, but great effort will be made to enlist
as many private schools as possible into the Foundation's educational programs,
with a view toward leveling the playing field for many Los Angeles children,
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regardless of their parents' inability to pay the "standard rate".
Seminars and Workshops
The Foundation nnay conduct seminars and workshops for the purpose of
heightening public awareness about the need for charitable giving, especially for the
establishment of the museum and other educational and charitable causes that the
Foundation supports. At such seminars and workshops, programs may be
conducted on the subject of fundraising for the development of the Foundation. A
typical outline of the topics covered in a fund raising seminar might be as follows:
1. dentifying appropriate fundraising projects and programs that promote the
museum and other educational activities worthy of the Foundation's encourage-ment
and ongoing support.
2. How to formulate and implement plans for effective fundraising for the
Foundation.
3. How to ask friends and acquaintances for financial support for the
Foundation.
4. Setting charitable gift giving goals for oneself and one's family unit.
5. Planning for Foundation future charitable and educational projects and
programs, and why this is important.
6. Vision planning (using visualization techniques to discover the
Foundation's needs both currently and in the future).
7. Examination of what each person may do to assist and participate in the
establishment of the museum and its educational interactive exhibits as well as
various educational or charitable projects offered by the Foundation.
8. Methods to achieve the implementation of constructive dialogue with
members of the community for the purpose of promoting and developing the
Foundation.
The Foundation will not charge any admission price for its seminars or
workshops and all services will be provided by volunteer workers and assisted by
the Foundation's officers. Whenever possible, meeting facilities will be provided
without charge by the Foundation's Board of Directors, officers or members, or by
anyone who desires to assist the Foundation in carrying out its charitable and
educational purposes.
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Funding For The Foundation's EducationaI
Programs And Other CIiaritabIe Activities
The principal source of funding for the Foundation's educational and
charitable programs and activities as enumerated in this application is anticipated to
be from donations received from the public at large, from private foundations
(including grants received from corporations), from wealthy philanthropists and
movie and TV stars, and from officers and Directors of the Foundation and their
families and friends (in this anticipated order).
Persons of all ages, regardless of gender, race, creed, religion, ethnic,
cultural or national origin, will be encouraged to visit the museum and participate in
the Foundation's charitable and educational programs. The officers and Directors of
the Foundation and various philanthropic individuals as well as other corporations
and nonprofit organizations desiring to further the Foundation's educational and
charitable purposes are also anticipated to become part of the Foundation's support
structure.
The Foundation's fundraising program will consist of the following steps:
Preparation of project grant and/or educational fundraising mission
statements.
Putting together a project grant and/or educational activity fund
solicitation plan, including raising funds for the Foundation's
scholarship program (discussed in detail above).
dentifying potential donor prospects.
Training volunteer workers and instructors.
Making assignments for solicitations of donations.
Conducting actual solicitations of donations.
Scheduling of fundraising events and fundraising campaigns on the
nternet and via other fundraising activities, such as comedy shows,
concerts, dinners, lunches, picnics and the like.
Sending out "thank you" letters acknowledging the receipt of donations
(please see the sample letter to donors attached as an exhibit to this
application, incorporated herein by reference).
Evaluation of the success of fundraising efforts.
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As part of its fundraising plan, the Foundation's officers and Board of Directors will
provide the public with answers to the following questions:
The charitable and educational goals and objectives of the Foundation.
The effect on the community served by the Foundation.
How much money will need to be raised.
What are the potential sources of fundraising dollars.
What fundraising methods will be utilized and why.
How the Foundation will evaluate its success in achieving its charitable
and educational objectives.
The manner in which donors will be acknowledged or thanked for their
gifts to the Foundation.
The Foundation may also disseminate periodic newsletters (net yet drafted)
and may utilize mass mailings and public benefit announcements (not yet
conceived) in its nternet website (www.newstarship.com), newspapers, periodicals,
radio and television advertising to attract interest in the Foundation's charitable and
educational programs and to solicit public donations. The expense of such
advertising, publications and projects will be paid primarily from donations received
from the public.
With respect to solicitation of contributions, the Foundation will utilize various
means of communication including email, its nternet web site and other
state-of-the-art technologies. t is anticipated that funding will be acquired principally
through nternet solicitations but also through the following nine (9) secondary
methods in addition to its nternet solicitations:
Solicitations By Mail and Email
Newsletters
Special Fundraising Events (concerts, dinners, picnics, breakfasts, etc.)
Grants from high income individuals and companies
Grants from other nonprofit, tax-exempt charitable organizations
Donations received from the public at large
Sale of books and other publications
-14-
Solicitation of donations and resale of motor vehicles
Sale of "T" Shirts and other Foundation
promotional merchandise and paraphernalia
As part of its fundraising program, the Foundation may also provide the use of
its TV and movie sets and memorabilia to couples and families who wish to host
special events, such as weddings and birthday parties. The revenue received from
such special events is anticipated to be relatively insignificant compared to
fundraising events such as dinners, picnics and breakfasts. t is anticipated that the
Foundation's museum and related educational and charitable programs will receive
financial support from large numbers of persons and companies who consider
themselves "Trekies" and who reside throughout the United States. To achieve this
result, the Foundation may utilize mass mailings and newspaper, periodical, radio
and television advertising and to conduct media campaigns to attract persons to
donate money, property and services to the Foundation. The expense of such
advertising will be paid primarily from such donations. The Foundation's solicitation
materials have not yet been developed but will be provided in the future upon your
request.
The Foundation will always be operated solely on a nonprofit basis, with any
annual excess of revenue over expenses utilized first for the museum operating
budget for the next following year and second for ancillary educational and
charitable programs described in this narrative. The expenses incurred in
conducting charitable and educational programs and activities will be funded
primarily through donations received from the public and to a much lesser extent
from donations received from officers and Directors.
The Museum Bookstore And Snack Booth
The Foundation may provide a bookstore containing sci fi related books,
posters, CD's and other memorabilia such as "T" shirts bearing the Foundation's
logo and the like, and a small snack booth for the convenience of persons visiting
the Museum. The Foundation maintains that a bookstore is integral to its purpose of
educating the public about the history, art and culture of science fiction, and that
almost all museums open to the general public provide a bookstore in some form for
similar educational and fundraising purposes. All net proceeds from the sale of sci fi
related books and other items, such as Foundation "T" shirts and other memorabilia
of the museum, are anticipated to be minimal in amount, and all net proceeds will be
utilized exclusively for the conduct of the Foundation's exempt purposes, including
but not limited to maintaining the museum and acquiring new exhibits. The snack
booth, if any, will sell very limited food items and will always be operated without
profit. t will be provided solely as a convenience to the comfort and well being of
the many anticipated visitors to the museum. For these reasons, the Foundation
requests that in your determination letter you provide that net proceeds from the
-15-
Foundation's operation of a bookstore and snack booth are integral to the operation
of the museum, and will not be deemed to constitute unrelated business income, so
long as the amount of such net proceeds from the bookstore and snack booth are
negligible in amount as compared to the Foundation's net receipts from its other
fundraising activities enumerated in the Application.
Where And By Whom The Activities WiII Be Conducted
The Foundation has not yet entered into a lease of space for the establish-
ment of the museum and at present the Foundation's educational activities are
based out of the homes of its officers and Directors. The location of the museum
has not yet been determined by the Board of Directors of the Foundation but it will
probably be within Hollywood, California. The site for the museum will most likely be
a warehouse or other suitable facility large enough to accommodate a large
assortment of the museum's exhibits. Such facility will be rented from persons or
entities who are not directly or indirectly connected with or related by blood,
marriage or in business with any member, officer, Director or other controlling
person who would or might be deemed to be a "disqualified person" vis-a-vis the
Foundation. Accordingly, in no event will any real estate be purchased or leased
directly or indirectly from any person who is an officer or member of the Board of
Directors, or could be deemed to be a "controlling person" or a "disqualified person"
vis-a-vis the Foundation, or from anyone who is related by blood or marriage to or in
business with any such persons.
The Foundation's activities will be determined and administered by its Board
of Directors, consisting of those persons identified in Part V, on page 2 of this
application. The Foundation will begin its operations in Los Angeles, California, but
will eventually extend its activities to other cities and communities in Southern
California. The Foundation will also develop its nternet web site that may be viewed
at www.newstarship.com.
A majority of the Board of Directors, but no less than three (3) persons, will
compose the Grants Committee of the Foundation, which will meet on at least a
quarterly basis for the purpose of considering applications for scholarships. As
noted above, it is anticipated that provided that sufficient funding has been received
by the Foundation, scholarships and grants in aid may commence to be conferred in
2013 or 2014, based upon (i) nominations for grants in aid and scholarships whom
the Grants Committee believes comply with the prerequisites enumerated above in
this narrative, and (ii) the order in which grant applications or nominations and
scholarship applications are received by the Foundation, and (ill) the availability of
grant and scholarship funds generally.
-16-
Attach your foundi ng documents as foI I ows:
A) Corporations - Furnish a copy of the articIes of I ncorporati on and aII amendment s and current byIaws. If incorporated
outside CaIifornia, enter the date the corporation quaIified through the CaIifornia Secretary of State' s Office to conduct
activities in CaIifornia.
B) Associations - Furnish a copy of the i nstrument creating the organi zati on (byI aws, constitution, and/ or articIes of
association).
C) Trusts - Furnish a copy of the trust i nstrument or wiII and decree of finaI distribution.
D) Trustees for charitabIe purposes - Furnish a statement descri bi ng your operati ons and charitabIe purpose.
Has the organization appIied for or been granted IRS tax exempt status Yes No
Date of appIication for FederaI tax exempt i on: .
, 2 0 1 3
Date of exempti on Ietter: Not yet received Exempt under InternaI Revenue Code section 501(c)
If known, are contributions to the organi zati on tax deducti bI e? Yes No
Attach a copy of the AppIication for Recogni ti on of Exempti on (IRS Form 1023) and the determi nati on Ietter issued by the IRS.
Does your organization contract wi t h or otherwi se engage the services of any commerci aI fundrai ser for charitabIe purposes,
fundraising counseI , or commerci aI coventurer? If yes, provide the name(s), address(es), and teI ephone number(s) of the
provider(s):
CommerciaI Fundraiser Fundraising CounseI Q CommerciaI Coventurer
Name
Address
City State ZIP Code
TeIepIione Number
CommerciaI Fundraiser Q Fundraising CounseI CommerciaI Coventurer
Name
Address
City SUte ZIP Code
TeIephone Number
CommerciaI Fundraiser Q Fundraising CounseI Q CommerciaI Coventurer [ ~I
Name
Address
City State ZIP Code
TeIephone Number
I decIare under penaIty of peijury that I have examined this registration form, incIuding accompanying documents, and to the best of my
knowIedge and beIief, the form and each document are true, correct, and compIete.
Signature. TitIe
President
Date
! e i
2 1 3
fbgrjMgssEb'u^
CT-1 REGISTRATION FORiVI (6/2007)
AUG n 2012
ARTICLES OF INCORPORATION
OF
NEW STARSHIP FOUNDATION
1
The name of the corporation la NEW STARSHP FOUNDATON.

Thi8 corporation s a nonprofit public benefit corporation and s not
organized for the private gain of any person. t s organized under the Nonprofit
Public Benefit Corporation Law for charitable purposes,
III
The name and address n the State of California of this corporation's nitial
agent for service of process s:
Huston Huddleston
14926 Martha Street,
Sherman daks, CA 91411
IV
The specific purposes for which this corporation s formed are:
1. To establish and maintain a museum that will be open to the general
public and will nclude both traditional and nter active "hands on" exhibits that promote
self discoveryr foster the art, science and technology of motion pictures and television,
and are of particular nterest to both children and adults;
2. To collect, refurbish, maintain and display n museums, exhibits and
conventions famous motion picture arid television sets, props and memorabilia, with
an emphasis upon classic science fiction movies and television series, for the
benefit and enjoyment of the public at large;
3. To promote public education about the history, art, science and vision
of motion picture and television science fiction script writers, set designers and directors
who portray their concepts of life n the future;
4. To strengthen the community fabric by creating community oriented
projects and events designed to ncre&se public awareness of and participation n the
viewing and nteractive content of this corporation's museum exhibits;
)
- 1-
' 5. To provide limited financial support to other charitable organiratlons
that maintain RC Section 501(c)(3) status and whose values, goals and obj^iyes
el Kos el y mirror those of this corporation or are of a humanitarian or educational
nature;
6. TO develop and maintain a robust nformation base and to conduct a
comprehensive research and education program, and to disseminate nformation
without charae to the public through forums n the nature of conventions,
pSt at i ons, exhibitions, seminars and pubjcatlons, n Pe^^o"'^P^
in furtherance of educating the public about the museum and itsm^slon to restore
and display femous motion picture and television sets, props and memorabilia,
7 To provide a limited number of scholarships and educational grante
in aid to low-ncome students who desire to attain a higher education,
undergmduate and graduate degrees, at a college unh^ersity ^r^rade schod of ^^^
choice within the United States or abroad, but who lack the flnanolal means to pay
for their education;
8 To solicit and receive funding necessary to carry out the educational
and charitable purposes of this corporation through donations, and by devise,
bequest, or by any other means, of real and personal property of any kind, and to
hold, accumulate. nvest, or dispose of such Property or the n c o n i e ^
therefrom n furtherance of the above educational and charitable objects of this
corporation.
V
The property of this corporation s rrevocably dedicated to the charitable
purposes set forth above and no part of the net ncome or assets of this coiporatlon
shall ever nure to the benefit of any director, officer or member ttiereof, or to^lhe
benefit of any private persons, except that the corporation shall be^authorlzed and
empowered to pay reasonable compensation for services rendered and to make
payments and distributions n furtherance of the charitable purposes set forth n
Article V hereof to the extent permitted by applicable law.
VI
Any other provision of the law notwithstanding, during any period or periods
that this corporation is deemed to be a "private foundation" as defined under the
nternal Revenue Code of 1986, as amended, this corporation shall do the following:
(a) Distribution of ncome. The corporation shall distribute such of ts ncome
(and principal, f necessary) for each taxable year at such time and n such manner
as not to become subject to the tax on undistributed ncome mposed by Section
4942 of the nternal Revenue Code of 1986, or con-espondlng provisions of any
subsequent federal tax law.

(b)' self-dealing. The corporaUon shall not engage n any act of self-dealing
as defined n Section 4941(d) of the nternal Revenue Code of 1988, or
con^espondlng provisions of any subsequent federal tax law.
(c) Excess Business HoIdings. The corporation shaII not retain any excess
business hoIdings as defined In Section 4943(c) of the InternaI Revenue Code of
1986, or con-espondIng.provisions of any subsequent federaI tax Iaw.
(d) nvestments Jeopardizing Charitable Purpose. The corporation shall not
make any nvestments in such manner as to subject t to ^ x under Section 4 9 ^ of
t h r S a l Revenue Code of 1986, or corresponding provisions of any subsequent
federal tax law.
(e) Taxable Expenditures. The corporation shaH not make any t^abte
expenditures as defined n Section 4946(d) of the ntemal Revenue Code of 1986, or
con-espondlng provisions of any subsequent federal tax law.
VII
Upon the dissolution or winding up of the corporation. ts assets remaining
after payment of, or provisions for payment, of all debts and liabilities of th s
corporation shall be distributed to a nonprofit fund, foundation, or corporation which
s organized and operated exclusively for public or charitable purposes and which
has established ts tax-exempt status under ntemal Revenue Code Section
501(c)(3), as the Board of Directors shall determine. Any such assets not so
disposed of shall be disposed of by any proper Court having jurisdiction over the
matter exclusively for such purposes or to such organizations, as said Court shall
determine, which are organized and operated exclusively for such purposes.
VIII
No substantial part of the activities of this corporation shall consist of carrying
on propaganda, or otherwise attempting to nfluence legislation, nor shall this
corporation participate or inten/ene in any political campaign (ncluding the
publishing or distribution of statements) on behalf of any candidate for public office,
and any advocation of a particular position or viewpoint must present a sufficiently
full and fair exposition of the pertinent facts to permit an ndividual or the public to
f o r m an ndependent opinion or conclusion.
IX
This corporation is organized and operated exclusively for charitable and
educational purposes within the meaning of Section 501(c)(3) of the ntemal
Revenue Code.
Notwithstanding any other provision of theso^rUcIeMhe not
earrv on anv other activities not pennItted to be carried on (a) by oharltebie
o m Z m S p t from FederaI Income tax under Section 501 (c)(3) of
Revenue Code of t988 (or the corresponding provision of any future United States
T n S Revenue Iaw) or (b) by a charitabIe organization
deductibIe under Section 170(c)(2) of the InternaI Revenue Code of 1986 (or
corresponding provision of any future United States InternaI Revenue Iaw).
The authorized number and quaIification of the members of the corporation,
cIasses of membership, voting and other rights and priviIeges or each cIass of
membership, shaII be set forth In the ByIaws of the corporation.
!"#$"
HUSTON HUDDUESTON
The undersigned, HUSTON HUDDUESTON, hereby decIares that he is the person
who executed the foregoing ArticIes Of Incorporation and that the Instrument is his
act and ^ d .
HUSTON HUDDLESTON
. .,
ry).,'.sr.;i _ v.-;.!;; - ,
,..' .!: - . c-
. -.1 v
n
hereby certify that the foregoing
transcript of M ^ paoefa)
s a tun, true and corrector of tiva
original recoM n the custody of the
ealWbmla Secretary of Ste te'8 OfnOBi
sp IB mk3
-Date:
DEBRA BOWEN, Secretaiy of Stat
BYLAWS OF NEW STARSHIP FOUNDTION
a California nonprofit public benefit corporation
ARTICLE I
? NAME
The name of this corporation is:
NEW STARSHP FOUNDATON
ARTICLE II
OFFICES
Section PrincipaI Office
The principal office for the transaction of the activities and affairs of this
corporation ("principal office") is located at 14926 Martha Street, Shernnan Oaks, CA
91411 The Board of Directors (the "Board") may change the principal office from
one location to another. Any change of location of the principal office shall be noted
by the Secretary on these Bylaws opposite this section, or this section may be
amended to state the new location.
Section 2.2. Other Offices
The Board may at any time establish branch or subordinate offices at any
place or places where the corporation is qualified to conduct its activities.
ARTICLE III
PURPOSES AND LIMITATIONS
Section 3.1. Purposes
This corporation is a nonprofit public benefit corporation and is not organized
for the private gain of any person. t is organized under the California Nonprofit
Public Benefit Corporation Law for charitable and public purposes. This corporation
S organized exclusively for charitable purposes within the meaning of Section
501(c)(3) of the nternal Revenue Code of 1986, as amended (or the corresponding
provision of any future United States'nternal Revenue Law). Notwithstanding any
other provision of these Bylaws, this corporation shall not, except to an insubstantial
degree, carry on or engage in any activities or exercise any powers that are not in
furtherance of the purposes of this corporation, and the corporation shall not carry
-1-
f<
on any other activities not permitted to be carried on by (a) a corporation exempt
from Federal income tax under Section 501 (c)(3) of the nternal Revenue Code of
1986 as amended (or the corresponding provision of any further United States
nternal Revenue Law), or (b) a corporation, contributions to which are deductible
under Section 170(c)(2) of the nternal Revenue Code of 1986, as amended (or the
corresponding provisions of any future United States nternal Revenue Law).
Without limiting the generality of the foregoing, the primary purpose of this
corporation shall include, without limitation, providing information and support that
will empower community members with the ability to identify and report instances of
sexual abuse towards children.
Section 3.2. Limitations
(a) Political activity. No substantial part of the activities of this corporation
shall consist of carrying on propaganda, or otherwise attempting to influence
legislation, and this corporation shall 'not participate in or intervene in (including the
publishing or distributing of statements in connection with) any political campaign on
behalf of any candidate for public office.
(b) Property. The property, assets, profits and net income are dedicated
irrevocably to the purposes set forth in Section 3.1 above. No part of the profits or
net earnings of this corporation shall ever inure to the benefit of any of its Directors,
officers, trustees, members (if any), employees, or to the benefit of any pnvate
individual. S
ft.
(c) Dissolution. Upon the winding up and dissolution of this corporation, after
paying or adequately providing for the payment of the debts, obligations and
liabilities of the corporation, the remaining assets of this corporation shall be
distributed to a nonprofit fund, foundation or corporation that is organized and
operated exclusively for charitable purposes and that has established its tax-exempt
status under Section 501(c)(3) of the nternal Revenue Code of 1986, as amended
(or the corresponding provisions of any future United States nternal Revenue Law).
i\RTICLE IV
MEIVIBERS
Section 4.1. QuaIifications and CIasses of iVIembership
(a) Classes and Qualifications. This corporation shall have two classes of
members, which are voting members and nonvoting members. The voting members
shall initially consist of those persons who are designated by the incorporator.
Thereafter, the voting members ma^i consist of other persons selected by the voting
members who are equally dedicated to the purposes of this corporation, and who
-2-
meet other qualifications for membership. The Board shall determine which
persons, if any, are eligible for membership (i.e., voting members or nonvoting
members) on approval of the membership application by the Board. Nonvoting
members shall be persons who provide financial or other assistance to this
corporation and who request, and are granted by the Board, membership in this
corporation.
(b) Voting Members. The voting members shall be entitled to vote, as set
forth in these Bylaws, on the election of Directors, on the disposition of all or
substantially all of the assets of the corporation, on any merger and its principal
terms and any amendment of those terms, on any election to dissolve the
corporation, on any amendment to the Articles Of ncorporation, except as otherwise
specified in the California Nonprofit Corporations Law; and on the adoption,
amendment or repeal of these Bylaws, except as otherwise specified in the
California Nonprofit Corporations Law. n addition, members shall have all rights
afforded members under the California Nonprofit Corporations Law.
(c) Nonvoting Members. The corporation may refer to persons of certain
nonvoting classes or other persons or entities associated with it as "members," even
though those persons or entities are not voting members as set forth in Section
4.1(a) of these Bylaws. No such reference shall constitute anyone as a member
within the meaning of Corporations Code section 5056 unless that person or entity
shall have qualified for a voting membership under section 4.1(b) of these Bylaws.
References in these Bylaws to "members" shall mean members as defined in the
Corporations Code section 5056, i.e., the members of the class set forth in Section
4.1(b) of these Bylaws. By amendment of these Bylaws, the corporation may grant
some or ail of the rights of a member of any class, as set forth in these Bylaws, to
any person or entity that does not have the right to vote on any of the matters
specified in Section 4.1(b) of these Bylaws, but no such person or entity shall be a
member within the meaning of Corporations Code section 5056.
Section 4.2. No Dues, Fees, or Assessments
No member shall be required to pay any dues, fees or assessments to this
corporation at any time or in any amount whatsoever.
Section 4.3. IVIembers in Good Standing
Those members who have not resigned and who have not been suspended
or expelled shall be deemed members in good standing.
-
Section 4.4. Termination and Suspension of Membership
(a) Termination of Membership. A membership shall terminate on
occurrence of any of the following events:
; -3-
i
(i) Resignation of the member may be made on reasonable notice to
the corporation, in writing to the Secretary and shall be accepted only upon majority
vote of the Board of Directors present at any meeting;
(ii) Expiration of the period of membership (if the Board has fixed
membership periods), unless the mefnbership is renewed on the renewal terms fixed
by the Board;
(iii) Occurrence of any event that renders the member ineligible for
membership, or failure to satisfy membership qualifications; or
(iv) Expulsion of the member pursuant to Section 4.4(c) of these
Bylaws based on the good faith determination by the Board, or a committee or
person authorized by the Board to make such a determination, that the member has
failed in a material and serious degree to observe the rules of conduct of the
corporation, or has engaged in conduct materially and seriously prejudicial to the
corporation's purposes and nterestsf^
(b) Suspension of Membership. A member may be suspended, under
Section 4.4(c) of these Bylaws, based on the good faith determination by the Board,
or a committee or person authorized by the Board to make such a determination,
that the member has failed in a material and serious degree to observe the rules of
conduct of the corporation or has engaged in conduct materially and seriously
prejudicial to the purposes and interests of the corporation.
A person whose membership is suspended shall not be a member during the
period of suspension.
(c) Procedure for Expulsion or Suspension of Membership. f grounds
appear to exist for expelling or suspending a member under Sections 4.4(a)(iv) or
4.4(b), the procedure set forth below shall be followed:
(i) The Board shall give the member at least fifteen (15) days' prior
notice of the proposed expulsion or Suspension and the reasons for the proposed
expulsion or suspension. Notice shall be given by any method reasonably
calculated to provide actual notice. Notice given by mail shall be sent by first-class
or registered mail to the member's last address as shown on the records of the
corporation.
(ii) The member shall be given an opportunity to be heard, eitherorally
or in writing, at least five (5) days before the effective date of the proposed expulsion
or suspension. The hearing shall be held, or the written statement considered, by
the Board or by a committee or person authorized by the Board to determine
whether the expulsion or suspension' should take place.
The Board, committee, or person shall decide whether or not the
-4-
it
1
member should be suspended, expelled, or sanctioned in some other way. The
decision of the Board, committee, or person shall be final.
(iv) Any action challenging a suspension or expulsion of membership,
including a claim alleging defective notice, must be commenced within one year
after the date of the suspension or expulsion.
Section 4.5. Transfer Of Memberships
A membership or any right arising from membership may be transferred to
another person meeting the qualifications set forth in Section 4.1 (a) of these Bylaws
only on the approval of the Board. No member may transfer a membership or any
right arising from it for value. The Board may by resolution impose transfer fees or
other conditions on the transferring party as it deems fit, provided those fees and
conditions are the same for similarly situated members. Subject to these Bylaws, all
rights of membership cease on the member's death, suspension, termination, or
dissolution.
Section 4.6. Meetings of Members
(a) Place of Meetings.
(i) Location of Meetings. Meetings of the members shall be held at any
place within or outside California designated by the Board. n the absence of any
such designation, members' meetings shall be held at the principal office of the
corporation. The Board may authorize members who are not present in person to
participate by telephone, electronic transmission or electronic video communication.
(ii) Authoritv for Electronic Meetings. f authorized by the Board in its
sole discretion, and subject to the requirements of consent in Corporations Code
section 20(b) and guidelines and procedures the Board may adopt, members not
physically present in person (or, if proxies are allowed, by proxy) at a meeting of
members may, by electronic transmission by and to the corporation or by electronic
video screen communication, participate in a meeting of members, be deemed
present in person (or, if proxies are allowed, by proxy), and vote at a meeting of
members whether that meeting is to be held at a designated place or in whole or in
part by means of electronic transmission by and to the corporation or by electronic
video screen communication, subject to the requirements of these Bylaws.
(iii) Requirements for Electronic Meetings. A meeting of the members
may be conducted, in whole or in part, by electronic transmission by and to the
corporation or by electronic video screen communication (1) if the corporation
implements reasonable measures to provide members in person (or, if proxies are
allowed, by proxy) a reasonable opportunity to participate in the meeting and to vote
on matters submitted to the members, including an opportunity to read or hear the
-5-
proceedings of \he meeting substantially concurrently witli tiiose proceedings, and
(2) if any members votes or takes other action at the meeting by means of electronic
transmission to the corporation or electronic video screen communication, a record
of that vote or action is maintained by the corporation. Any request by a corporation
to a member pursuant to Corporations Code section 20(b) for consent to conduct a
meeting of members by electronic transmission by and to the corporation shall
include a notice that absent consent of the members pursuant to Corporations Code
section 20(b), the meeting shall be hfeld at a physical location in accordance with
section 4.6(a)(i) of these Bylaws.
(b) Annual Meeting. An annual meeting of members shall be held on the first
Saturday of September of each year at 10:00 A.M., unless the Board fixes another
date or time and so notifies members as provided in Section 4.6(d) of these Bylaws.
f the scheduled date falls on a legal holiday, the meeting shall be held on the next
full business day. At this meeting Directors shall be elected and any other business
may be transacted, subject to the notice requirements of Section 4.6(d)(ii) of these
Bylaws.
(c) Special Meetings. A special meeting of the members may be called for
any lawful purpose at any time by the Board, the Chair of the Board (if any), the
President or by five percent (5%) or more of the members. A special meeting called
by any person entitled to call a special meeting shall be called by written request,
specifying the general nature of the business proposed to be transacted, and
addressed to the attention of and submitted to the Chair of the Board, if any, the
President, any Vice President or the^Secretary of the corporation. The officer
receiving the request shall cause notice to be given promptly to air members entitled
to vote, in accordance with Section 4.6(d) of these Bylaws, stating that a meeting will
be held at a specified time and date fixed by the Board, provided, however, that the
meeting date shall be at least thirty-five (35) but not more than ninety (90) days after
receipt of the request. f the notice is not given within twenty (20) days after the
request is received, the person or persons requesting the meeting may give the
notice. Nothing in this section shall be construed as limiting, fixing, or affecting the
time at which a meeting of members may be held when the meeting is called by the
Board.
No business, other than the business the general nature of which was set
forth in the notice of the meeting, may be transacted at a special meeting.
(d) Notice Reouirements for Vembers' Meetings.
(i) General Notice Reouirements. Whenever members are required or
permitted to tal<e any action at a meeting, a written notice of the meeting shall be
given, in accordance with Section 4.6(d) of these Bylaws, to each member entitled to
vote at the meeting. The notice shall specify the place, date, and hour of the
meeting, and the means of electronic transmission by and to the corporation or
electronic video screen communication, if any, by which members may participate in
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the meeting. For the annual meeting, the notice shall state the matters that the
Board, at the time notice is given, intends to present for action by the member but
any proper matter may be presented at the meeting. For a special ^ee^^g-^he
notice shall state the general nature of the business to be transacted and shaH state
that no other business may be transacted. The notice of any meeting at which
DireSors to be elected or written ballots distributed for the election of Directors
shall include the names of all persons who are nominees when the notice or tne
ballot is given.
(ii) Notine of Certain Agenda tems. A p p r o v a I by the members of any
of the following proposes, other than by unanimous approval by those entitled to
vote is valid only if the notice or written waiver of notice states the general nature of
the proposal or proposals:
a. Removing a Director without cause;
b. Filing vacancies on the Board;
c. Amending the Articles of ncorporation; or
d. Electing to wind up and dissolve the corporation.
(jjj) Manner of Giving Notice. Notice of any meeting of voting members
shall be in writing and shall be given at least ten (10) days but not more than ninety
(90) days before the meeting date. The notice shall be given either personally by
electronic transmission by the corporation in accordance with section 4.6(dXiv)
below, or by first-class, registered, or certified mail, or by other means of written
communication, charges prepaid, and shall be addressed to each member entitled
to vote at the address given by the member to the corporation for purposes of
notice ' f no address appears on the books of the corporation and no address has
been so given, notice shall be deemed to have been given if either (1) notice is sent
to that member by first-class mail or telegraphic or other written communication
delivered to the principal office of the corporation or, (2) notice is published at least
once in a newspaper of general circulation in the county in which the pnncipal office
is located.
(iv) Flectronic Notice. Notice given by electronic transmission by the
corporation shall be valid only if:
(1) Delivered by (a) facsimile telecommunication or electronic
mail when directed to the facsimile number or electronic mail address, respectively,
for that recipient on record with the corporation; (b) posting on an electronic
message board or network that the corporation has designated for those
communications, together with a separate notice to the recipient of the posting,
which transmission shall be validly delivered on the later of the posting or delivery of
the separate notice of it; or (c) other means of electronic communication;
(2) To a recipient who has provided an unrevoked consent to
the use of those means of transmission for communications; and
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(3) That creates a record that is capable of retention, retrieval,
and review, and that may thereafter be rendered into clearly legible tangible form.
Notwithstanding the foregoing,
(1) An electronic transmission by this corporation to a member
is not authorized unless, in addition to satisfying the requirements of this section, the
consent to the transmission has been preceded by or includes a clear written
statement to the recipient as to (a) any right of the recipient to have the record
provided or made available on paper in nonelectronic form, (b) whether the consent
applies only to that transmission, to specified categories of communications, or to all
communications from the corporation, and (c) the procedures the recipient must use
to withdraw consent.
(2) Notice shall not be given by electronic transmission by the
corporation after either of the following: (a) the corporation is unable to deliver two
consecutive notices to the member by that means or (b) the inability so to deliver the
notices to the member becomes known to the secretary, any assistant secretary, or
any other person responsible for the giving of the notice.
(v) Affidavit of Mailing Notice. An affidavit of the mailing of any notice
of any members' meeting, or of the giving of such notice by other means, may be
executed by the Secretary, assistant Secretary, or any transfer agent of the
corporation, and if so executed, shall be filed and maintained in the minute book of
the corporation.
(e) Quorum.
(i) Number Required. One-third (1/3) of the voting members, present
in person or by proxy, shall constitute a quorum for the transaction of business at
any meeting of members. f, however, the attendance at any general or annual
meeting, whether in person or by proxy, is less than one-third (1/3) of the voting
power, the members may vote only on matters as to which notice of their general
nature was given in advance to the members by written notice pursuant to section
4.6(d)(ii) of these Bylaws.
(ii) Loss of Quorum. The members present at a duly called or held
meeting at which a quorum is present may continue to transact business until
adjourned, even if enough members have withdrawn to leave less than a quorum, if
any action taken (other than adjournment) is approved by at least a majority of the
members required to constitute a quorum.
(f) Adiournment and Notice of Adiourned Meetings. Any members' meeting,
whether or not a quorum is present, may be adjourned from time to time by a vote of
the majority of the members represented at the meeting, either in person or by
proxy. No meeting may be adjourned for more than forty-five (45) days. When a
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members' meeting is adjourned to another time or place, notice need not be given of
the adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which adjournment is taken. f after adjournment a
new record date is fixed for notice or voting, a notice of the adjourned meeting shall
be given to each member who, on the record date for notice of the meeting, is
entitled to vote at the meeting. At the adjourned meeting, the corporation nnay
transact any business that might have been transacted at the original meeting.
(g) Voting.
(i) Eliaibilitv to Vote. Subject to the provision of the California Nonprofit
Corporation Law, the only persons entitled to vote at any meeting of members shall
be voting members who are in good standing as of the record date determined .
pursuant to Section 4.8 of these Bylaws.
(ii) Manner of Casting Votes. Voting may be by voice or ballot, except
that any election of Directors must be by ballot if demanded by any member at the
meeting before the voting begins.
(iii) Number of Votes. Each member entitled to vote shall be entitled to
cast one vote on each matter submitted to a vote of the members. Cumulative
voting shall not be permitted.
(iv) Approval bv Maioritv Vote. f a quorum is present, the affirmative
vote of a majority of the voting power represented at the meeting, entitled to vote
and voting on any matter, shall be deemed the act of the members unless the vote
of a greater number, or voting by classes, is required by the California Nonprofit
Corporation Law or by the Articles of ncorporation.
(h) Waiver of Notice or Consent bv Absent Members.
i'
(i) Written Waiver or Consent. The transactions of any meeting of
members, however called or noticed and wherever held, shall be as valid as though
taken at a meeting duly held after regular call and notice, if (1) a quorum is present
either in person or by proxy, and (2) .either before or after the meeting, each member
entitled to vote, not present in person or by proxy, signs a written waiver of notice, a
consent to the holding of the meeting, or an approval of the minutes of the meeting.
The waiver of notice, consent, or approval need not specify either the business to be
transacted or the purpose of any meeting of members, except that if action is taken
or proposed to be taken for approval of any of those matters specified in Section
4.6(d)(ii) of these Bylaws, then the Waiver of notice, consent, or approval shall state
the general nature of the proposal. All such waivers, consents, or approvals shall be
filed with the corporate records or made a part of the minutes of the meeting.
(ii) Waiver bv Attendance. A member's attendance at a meeting shall
also constitute a waiver of notice of and presence at that meeting, unless the
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member objects at the beginning of the meeting to the transaction of any business
because the meeting was not lawfully called or convened. Also, attendance at a
meeting is not a waiver of any right to object to the consideration of matters required
to be included in the notice of the meeting but not so included, if that objection is
expressly made at the meeting.
Section 4.7. Action Without A Meeting
(a) Action bv Unanimous Written Consent. Any action required or permitted
to be taken by the members may be taken without a meeting, if all members consent
in writing to the action. The written consent or consents shall be filed in the
corporate minute book. Any actions taken by written consent shall have the same
force and effect as the unanimous vote of the members.
(b) Action bv Written Ballot Without a Meeting. Any action that may be taken
at any meeting of members may be taken without a meeting by written ballot
complying with Sections 4.7(b)(i) ancj'(ii) of these Bylaws.
(i) Solicitation of Written Ballots. The corporation shall distribute one
written ballot to each member entitled to vote on the matter. Such ballots shall be
mailed or delivered in the manner required by Section 4.6(d)(iii) of these Bylaws. All
solicitations of votes by written ballot shall (1) indicate the number of responses
needed to meet the quorum requirement; (2) with respect to ballots other than for
election of Directors, state the percentage of approval necessary to pass the
measure or measures; (3) with respect to ballots for election of Directors, state the
name of each nominee; and (4) spedfy the time by which the ballot must be
received in order to be counted. Each ballot so distributed shall (1) set forth the
proposed action; (2) provide the members an opportunity to specify approval or
disapproval of each proposal; and (3) provide a reasonable time within which to
return the ballot to the corporation, specifying the address to which the ballot is to be
sent. f the corporation has one hundred (100) or more members, any written ballot
distributed to ten (10) or more members shall provide, subject to reasonable
specified conditions, that if the person solicited specifies a choice with respect to any
such matter, the vote shall be cast in accordance with that specification. n any
election of Directors, a written ballot ^ i c h is marked by a member "withhold" or is
otherwise marked in a manner indicating that authority to vote is withheld, shall not
be voted.
(ii) Number of Votes and Approvals Required. Approval by written
ballot shall be valid only when (1) the number of votes cast by ballot (including those
ballots that are marked "withhold" or otherwise indicate that authority to vote is
withheld) and received with the time specified equals or exceeds the quorum
required to be present at a meeting authorizing the action, and (2) the number of
approvals equals or exceeds the nuriiber of votes that would be required for
approval at a meeting at which the t|tal number of votes cast was the same as the
number of votes cast by written ballot without a meeting.
'f
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.X.
Revocation. A written ballot may not be revoked.
(iv) Filing. All written ballots shall be filed with the Secretary of the
corporation and maintained in the corporate records for a least two (2) years.
Section 4.8. R e c o r d Date For Notice, Voting,
Written BaIIots, And Other Actions
(a) Record Date Determined bv Board. For purposes of determining which
members are entitled to receive notice of a meeting, to vote, or to give consent to
corporate action without a meeting, the Board of Directors may fix, in advance, a
"record date," which shall not be more than sixty (60) nor fewer than ten (10) days
before the date of any such meeting, nor more than sixty (60) days before any such
action without a meeting. Only members of record on the date so fixed are entitled
to notice, to vote, or to give consent, as the case may be, notwithstanding any
transfer of any membership on the books of the corporation after the record date,
except as otherwise provided in the Articles of ncorporation, by agreement, or in the
California Nonprofit Corporation Law.
(b) Record Date For Actions Not Set Bv Board.
(i) Record Date Fnr Notice Or Voting. f not otherwise fixed by the
Board the record date for determining members entitled (1) to receive notice of, or
to vote at, a meeting of members shall be the next business day preceding the day
on which notice is given or, if notice is waived, the business day preceding the day
on which the meeting is held.
(ii) Record Date For Actions By Written Ballot. f not otherwise fixed by
the Board, the record date for determining those members entitled to vote by written
ballot shall be on the date on which the first written ballot is mailed or solicited.
(iii) Record Date For Written Consent To Action Without Meeting.
Unless fixed by the Board, the record date for determining those members entitled to
vote by written consent on corporate action without a meeting, when no prior action
by the Board has been taken, shall be the day on which the first written consent is
given. When prior action of the Board has been taken, it shall be the day on which
the Board adopts the resolution to that action.
(iv) Record Date For Other Actions. f not otherwise fixed by the .
Board, the record date for determining members entitled to exercise any rights'with
respect to any other lawful action shall be on the date on which the Board adopts the
resolution relating to that action, or the sixtieth (60th) day before the date of that
action, whichever is later.
(c) Definition of "Members of Record". For purposes of this Section 4.8, a
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person holding a voting membership at the close of business on the record date
shall be a member of record.
Section 4.9. Proxies
(a) Right of Members. Each member entitled to vote shall have the right to
do so either in person or by one or more agents authorized by a written proxy,
signed by the person and filed with the Secretary of the corporation. A proxy shall
be deemed signed if the member's name is placed on the proxy (whether by manual
signature, typewriting, facsimile transmission, or otherwise) by the member or the
member's attorney-in-fact.
(h^ Form of Solicited Proxies. f the corporation has one hundred (100) or
more members, any form of proxy distributed to ten (10) or more members shall
afford an opportunity on the proxy to specify a choice between approval and
disapproval of each matter or group of related matters, and shall provide, subject to
reasonable specified conditions, that when the person solicited specifies a choice
with respect to any such matter, the vote shall be cast in accordance with that
specification. n any election of Directors, any form of proxy that a member marks
"withhold" or otherwise marks in a nianner indicating that authority or vote for the
election of Directors is withheld, shall not be voted either for or against the election
of a Director.
(c) Requirement That General Nature of Subject of Proxv be Stated. Any
proxy covering matters for which a vote of the members is required, including
amendments of the Articles of ncorpipration or Bylaws changing voting rights;
removal of Directors without cause; filling vacancies on the Board of Directors; the
sale, lease, exchange, conveyance, transfer, or other disposition of all or
substantially all of the corporate assets, unless the transaction is in the usual and
regular course of the activities of the corporation; the principal terms of a merger or
the amendment of a merger agreement; or the election to dissolve the corporation,
shall not be valid unless the proxy sets forth the general nature of the matter to be
voted on or, with respect to an election of Directors, the proxy lists those who have
been nominated at the time the notice of the election is given to the members.
(d) Revocabilitv. No proxy shall be valid after the expiration of 11 months
from the date of the proxy, unless provided othen/vise in the proxy, except that the
maximum term of a proxy shall be 3 years after the date of execution. A validly
executed proxy shall continue in full force and effect until either:
(i) it is revoked by the member executing it, before the vote is cast
under that proxy, (A) by a writing delivered to the corporation stating that the proxy is
revoked, or (B) by a subsequent proxy executed by that member and presented to
the meeting, or (C) as to any meeting, by that member's personal attendance and
voting at the meeting; or
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(ii) written notice of death or incapacity of the maker of the proxy is
received by the corporation before the vote under that proxy is counted. A proxy
may not be irrevocable. The revocabiiity shall be governed by the California
Nonprofit Corporations Code.
Section 4.10.1 EIection Of Directors
(a) Nominations of Committee. The Chairman of the Board, or the President
if there is no Chairman, shall appoint a committee to select qualified candidates for
election of Directors. This nominating committee shall make its report thirty (30)
days before the date of the election or at such other time as the Board of Directors
may set and the Secretary shall forward to each member, with the notice of meeting
required by these Bylaws, a list of allJcandidates nominated by committee under this
Section 4.10(a). 1
(b) Nominations bv Members. Any voting Member may nominate candidates
for Directors within eleven (11) months preceding the next time Directors are to be
elected, and delivered to an officer of the corporation. On timely receipt of such
nomination, the Secretary shall cause the names of the candidates named on it to
be placed on the ballot along with the names of those candidates named by the
nominating committee.
(c) Nominations From the Floor. f there is a meeting of members to elect
Directors, any member present at the meeting in person or by proxy may place
names in nomination.
(d) Solicitation of Votes. The Board shall formulate procedures that allow a
reasonable opportunity for a nominee to communicate to members the nominee's
qualifications and the reasons for the nominee's candidacy, a reasonable
opportunity for the nominee to solicit votes, and a reasonable opportunity for all
members to choose among the nominees.
(e) Use of Corporate Funds To Support Nominees. Without Board
authorization, no corporate funds may be expended to support a nominee for
Director after more people have been nominated for Director than can be elected.
ARTICLE V
DIRECTORS
Section 5.1. Powers
(a) General Corporate Powers. Subject to the provisions and limitations of
the California Nonprofit Corporation Law and any other applicable laws, and any
limitations of the Articles of ncorporation and these Bylaws, the activities and affairs
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Of the corporation shall be managed Jand all corporate powers shall be exerci s^, by
or under the direction of the Board. The Board may exercise its powers through all
permissible means including the approval of policies and resolutions and delegation
of the management of the activities of the corporation. The Directors shall at all
times endeavor to seek and consider the advice and counsel of experts in fields
related to the purposes of the corporation, to the extent that such experts are willing
to volunteer their services to the corporation. Notwithstanding the preceding
provisions, the Board of Directors shall at all times make their own independent
business judgment decisions.
(b) Specific Powers. Without prejudice to these general powers, but subject
to the same limitations, the Directors shall have the power to:
(i) Appoint and remove, at the pleasure of the Board, all officers,
agents and employees of the corporation; prescribe powers and duties for them that
are consistent with law, with the Articles of ncorporation and with these Bylaws; and
fix their compensation, if any, and require from them security for faithful performance
of their duties.
(ii) Change the principal office or the principal business office in the
State of California from one location to another; cause the corporation to be qualified
to conduct its activities in any other state, territory, dependency or country and
conduct its activities within or outside the State of California; and designate any
place within or outside the State of Califprnia for the holding of any meeting,
including but not limited to annual meetings.
(iii) Adopt and use a corporate seal and alter the form thereof.
(iv) Borrow money and incur indebtedness on behalf of the corporation
and cause to be executed and delivered for the purposes of the corporation, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations and other evidences of debt and securities.
(v) Adopt, amend, or repeal rules not inconsistent with these Bylaws
for the management of the internal affairs of the corporation and the governance of
its Directors, officers, agents, committees, and employees.
Section 5.2. Number Of Directors
The authorized number of directors shall be not less than three (3) nor more
than thirty (30), unless changed by an amendment of these Bylaws. The exact
number of directors shall be determined from time to time by resolution of the Board
of Directors. The authorized number of Directors shall initially be eleven (11).
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Section 5.3. EIection And Term Of Office Of Directors
The Directors shall hold office for a period of one (1) year following their
election at the annual meeting of members, or until the election of their successors.
Following the expiration of the original term of each Director so elected, his or her
successor shall thereafter hold officeffor a term of one (1) year or until the next
annual meeting of members; provided, however, if any such meeting is not held or
the Directors are not elected thereat, the Directors may be elected at any special
member's meeting held for such purpose. Each Director, including a Director
elected to fill a vacancy or elected at a special member's meeting, shall hold office
until the expiration of the term for which elected, and until a successor has been
elected and qualified. There is no limit to the number of consecutive one (1) year
terms a Director may serve.
Section 5.4. QuaIification Of Board IVIembers
Any person 18 years of age oi^older may be nominated or elected to serve as
a Director. Directors need not be residents of the State of California.
Section 5.5. Vacancies
(a) Events Causing Vacancv. A vacancy or vacancies on the Board shall
exist on the occurrence of any of the following: (i) the death, removal, suspension or
resignation of any Director; (ii) the declaration by resolution of the Board of a
vacancy in the office of a Director who has been declared of unsound mind by an
order of court or convicted of a felony or has been found by final order or judgment
of any court to have breached a duty under California Nonprofit Corporation Law;
(iii) the vote of the members or, if the corporation has fewer than 50 members, the
vote of a majority of all members, to remove the Director(s); (iv) the increase of the
authorized number of Directors; or (v) the failure of the members, at any meeting of
members at which any Director or Directors are to be elected, to elect the number of
Directors required to be elected at such meeting. No reduction of the authorized
number of Directors shall have the effect of removing any Director before that
Director's term of office expires.
(b) Resignation. Except as provided in this subsection, any Director may
resign effective upon giving written notice to the President, the Chairperson of the
Board, or the Secretary, unless such notice specifies a later time for the resignation
to become effective. f a Director's resignation is effective at a later time, the Board
may elect a successor to take office as of the date when the resignation beconnes
effective. Except upon notice to the Attorney General of the State of California, no
Director may resign when the corporation would then be left without a duly elected
Director or Directors in charge of its affairs.
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(c) Removal.
(i) Any Director may be removed, with or without cause, by the vote of
the majority of the members at a special meeting called for that purpose, or at a
regular meeting, provided that notice of that meeting and of the removal questions
are given in accordance with Section 4.6(d) of these Bylaws. Any vacancy caused
by the removal of a Director shall be filled as provided in this Section 5.5..
(ii) Any Director who does not attend three consecutive Board
meetings will automatically be removed from the Board without Board resolution
unless:
(A) The Director requests a leave of absence for a limited period
of time and the leave is approved by the Board of Directors, the President, or the
Chairperson of the Board. f such leave is granted, the number of Board members
will be reduced by one in determining whether a quorum is or is not present;
(B) The Director suffers from an illness or disability that prevents
him or her from attending meetings and the Board of Directors, the President, or the
Chairperson of the Board waives the automatic removal procedure of this subsection
(ii);or
(C) The Board by resolution of the majority of the Board
members then in office agrees to reinstate the Director who has missed three
meetings.
(d) Filling Vacancies. The members may elect a Director or Directors at any
time to fill any vacancy or vacancies. Any vacancy on the Board not filled by the
members may be filled by approval of the Board or, if the number of Directors then
in office is less than a quorum, by (1) the unanimous written consent of the Directors
then in office, (2) the affirmative vote of a majority of the Directors then in office at a
meeting held according to notice or waivers of notice complying with Corporations
Code section 5211, or (3) a sole remaining Director.
Section 5.6. Meetihgs of the Board of Directors
(a) Place of Board Meetings.; Annual and regular meetings of the Board of
Directors may be held at any place within or outside the State of California, as
designated from time to time by resolution of the Board. n the absence of any such
designation, annual and regular meetings shall be held at the principal office of the
corporation. Special meetings of the Board shall be held at any place within or
outside of the State of California, as designated in the notice of meeting or, if not
stated in the notice or if there is no notice, at the principal office of the corporation.
Notwithstanding the above provision'^ of this Section 5.6(a), a meeting of the Board
of Directors may be held at any place consented to in writing by all Board members,
either before or after the meeting.
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(b) Meetings bv Telephone or Other Telecommunications Equipment.
Directors may participate in a meeting through use of conference telephone,
electronic video screen communication, or similar communications equipment, so
long as all of the following apply:
(i) each Director participating in the meeting can communication with
all the other Board members concurrently; and
(ii) each Director is provided with the means of participating in all
matters before the Board, including the capacity to propose, or to interpose an
objection to, a specific action to be taken by the corporation;
Participation in a meeting pursuant to this Section 5.6(b) shall constitute
presence in person at such meeting.
Section 5.7. AnnuaI and ReguIar Meetings
(a) Annual Meeting. mmediately after each annual meeting of members, the
Board of Directors shall hold an annual meeting; provided, however, that the Board
may fix another day for the holding of its annual meeting. Such meeting shall be
held at the principal office of the corporation or at such other place as the Board of
Directors may from time to time designate by resolution. Such meeting shall be held
for the purpose of organization, electing officers of the corporation and transacting
regular business. Notice of annual meetings shall be in accordance with Section 5.9
below.
(b) Regular Meetings. Regular meetings of the Board of Directors may be
held without call at 10:00 A.M. at the principal executive office of the corporation, on
the second Monday of each calendar quarter, provided, however, that should said
day fall upon a legal holiday, then said meeting shall be held at the same time on the
next day thereafter ensuing which is a full business day. Notice of annual meetings
shall be in accordance with Section 5.9 below.
Section 5.8. SpeciaI Meetings
Special meetings of the Board of Directors for any purpose may be called at
any time by the Chairperson of the Board, the President, or by one third (1/3) of the
Directors then in office, to be held on such date and at such time and place as shall
be designated in the notice of the meeting. Notice of special meetings shall be in
accordance with Section 5.9 below.
Section 5.9. Notice
(a) Manner of Giving Notice. Notice of any meeting of the Board of Directors
may be given by first-class mail, personal delivery, telephone (either directly to the
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Director or to a person at the Director's office who would reasonably be expected to
communicate that notice promptly to the Director), facsimile, or electronic
transmission in compliance with Section 14.2 below. All notices shall be given or
sent to the Director's mailing address, telephone number, or email address as
shown on the records of the corporation. Notice shall not be given by electronic
transmission to a Director if the corporation is unable to deliver two consecutive
notices to the Director by that meansi or if the inability to deliver the notice becomes
known to the Secretary or other person responsible for giving such notice. Notice of
any meeting may be waived by any Director as set forth in Section 5.10.
(b) Time Requirements. Notice shall be deposited in the United States mails
at least four (4) days in advance of the meeting if sent by first-class mail, and at
least forty-eight (48) hours before the time set for the meeting if notice is given by
personal delivery, telephone, facsimile, or electronic transmission.
(c) Contents of Notice. The notice shall state the time of the meeting, and
the place if the place is other than the principal office of the corporation. t need not
specify the purpose of the meeting.
Section 5.10. Waiver of Notice
The transactions of any meeting of the Board of Directors, however called and
noticed and wherever held, shall be as valid as though taken at a meeting duly.held
after regular call and notice if:
(a) a quorum is present, and
(b) either before or after the meeting, each of the Directors not present signs
a written waiver of notice, a consent to holding of the meeting, or an approval of the
minutes. The waiver of notice or consent need not specify the purpose of the
meeting. All waivers, consents, and approvals shall be filed with the corporate
records or made a part of the minutes of the meeting. Notice of a meeting shall also
be deemed given to any Director who attends the meeting without protesting before
or at its commencement about lack of adequate notice.
&
Section 5.11. Quorum
A majority of the authorized number of Directors shall constitute a quorum for
the transaction of business, except to adjourn as provided in Section 5.12. Subject
to the more stringent provisions of the California Nonprofit Corporation Law, -
including, without limitation, those provisions relating to (i) approval of contracts or
transactions in which a Director has a direct or indirect material financial interest, (ii)
approval of certain transactions between corporations having common directorship,
(iii) creation of an appointment of coi^mittees of the Board and (iv) indemnification of
Directors, every act or decision done or made by a majority of the Directors present
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at a meeting duly held at which a quorum is present shall be regarded as the act of
the Board. A meeting at which a quorum is initially present may continue to transact
business, notwithstanding the withdrawal of Directors, if any action taken is
approved by at least a majority of the required quorum for that meeting.
Unless a provision of these Bylaws specifically states otherwise, any action
may be taken by a majority of the Directors present at any meeting, provided that
proper notice is given pursuant to Sections 5.9 or 5.10 above, and provided that a
quorum is present. Alternatively, any action may be taken pursuant to Section 5.14
below.
Section 5.12. Adjournment
A majority of the Directors present, whether or not constituting a quorum, may
adjourn any meeting to another time and place.
Section 5.13. . Notice Of Adjournment
Notice of the time and place of holding an adjourned meeting need not be
given, unless the original meeting is adjourned for more than twenty four (24) hours,
in which case notice of adjournment to another time and place shall be given before
the time of the adjourned meeting to the Directors who were not present at the time
of the adjournment. This notice may be waived in the same manner as set forth
under Section 5.10.
Section 5.14. Action Without Meeting
Any action required or permitted to be taken by the Board of Directors may be
taken without a meeting, if all members of the Board of Directors then in office
individually or collectively consent in writing to that action, and if, subject to Section
5224(a) of the California Corporations Code, the number of Directors then in office
constitutes a quorum. Written consents and any related materials may be sent by
first-class mail, personal delivery, or electronic transmission to Directors by the
corporation, and responses may be returned to the corporation by first-class mail,
personal delivery, or electronic transmission to the corporation. Written consents
and responses sent by electronic traiismission shall be sent in accordance with the
provisions of Section 14.2 below. Actions by written consent shall set forth the
proposed action and provide a reasonable time within which to return the written
consent to the corporation. Actions by written consent shall have the same fol-ce
and effect as any other validly approved action of the Board of Directors. Written
consents shall be filed with the minutes of the proceedings of the Board. Except as
provided for in Section 5233 of the California Corporation Code, for the purpose of
this Section 5.14 only, "all members of the Board of Directors" shall not include
Directors who have a material financial interest in a transaction to which the
corporation is a party. The provisions of this Section 5.14 apply also to committees
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of the Board of Directors, and to action by tiiose committees.
Section 5.15. Minutes Of Meetings
Vinutes of the proceedings of the Board of Directors shall be taken at all
meetings of the Board of Directors and kept in a book designated for that purpose.
Rules and procedures for taking minutes may be adopted by the Board of Directors,
provided that such rules do not conflict with these Bylaws.
Section 5.16. Compensation of Directors
The Board may authorize the advance or reimbursement of actual reasonable
expenses incurred by a Director or member of a committee in carrying out his or her
duties. Directors shall not otherwise be compensated.
Section 5.17. Restriction On Interested Directors
Not more than forty nine percent (49%) of the persons serving on the Board of
Directors may be interested persons. An interested person is someone who meets
any of the following criteria:
(a) any person being compensated by the corporation for services rendered
to it within the previous twelve (12) months, whether as a full-time or part-time
employee, independent contractor, or otherwise;
(b) any shareholder, employee or officer of any corporation, or partner or
employee of any partnership, that has rendered compensated services to this
corporation within the previous twelve (12) months; or
(c) any brother, sister, ancestor, descendant, spouse, brother-in-law,
sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of any
person described in (a) or (b) of this Section 5.17.
However, any violation of the provisions of this paragraph shall not affect the
validity or enforceability of any transaction entered into by the corporation. A
Director may not participate in any vote on any proposed transaction with another
organization or entity of which such Director is also an employee, principal or
director.
5.18. Director Voting
Each director shall have one vote on each matter presented to the Board of
Directors for action. No Director may, vote by proxy, either at a meeting of the Board
of Directors or if the action is taken b!y unanimous written consent of the Board.
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ARTICLE VI
COMMITTEES
Section 6.1. Committees Of The Board Of Directors
The Board, by resolution adopted by a majority of the Directors then in
office, provided that the number of Directors then in office constitutes a quorum, may
create one or more committees of the Board, each consisting of two or more
Directors, to serve at the pleasure of the Board. A "committee of the Board" is
herein defined as a group of Directors that exercise a portion of the authority of the
Board of Directors that the Board delegates to the committee. Committees of the
Board shall be comprised strictly of Directors of the corporation (including but not
limited to Directors that may be concurrently serving as officers of the corporation).
Appointments of Directors to committees of the Board and appointments of Directors
as chairs of committees of the Board shall be made by majority vote of the Directors
then in office. Any member of any committee of the Board may be removed, with or
without cause, at any time by resolution adopted by a majority of the Directors then
in office. The Board may appoint one or more Directors as alternate members of
any such committee of the Board, who may replace an absent member at any
committee meeting.
The meetings and minutes of Board committees are governed by the same
procedural rules governing the meetings.and minutes of the Board, except that the
time for regular meetings of such committees and the calling of special meetings
thereof may be determined either by resolution of the Board or, if there is no Board
resolution, by resolution of the committee of the Board. Minutes of each meeting
shall be kept and shall be filed with the corporate records. The Board may adopt
rules for the government of any committee not inconsistent with the provisions of
these Bylaws, or in the absence of rules adopted by the Board, the committee may
adopt such rules.
Any such committee, to the extent provided in the resolution of the Board,
shall have all or a portion of the authority of the Board, except that no committee,
regardless of Board resolution, may:
(a) Fill vacancies on the Board of Directors or on any committee;
(b) Establish or fix compensation of the Directors for serving on the Board or
on any committee;
(c) Amend or repeal the Articles of ncorporation or Bylaws or adopt new
Bylaws;
(d) Amend or repeal any resolution of the Board;
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(e) Create any other committees of the Board or appoint the members of any
committees of the Board;
(f) Expend corporate funds to support a nominee for Director after there are
more people nominated for Director than can be elected; or
(g) Approve any contract or transaction (i) to which the corporation is a party
and in which one or more of its Directors has a material financial interest, except as
such approval is provided for in Section 5233(d)(3) of the California Corporations
Code or (ii) between the corporation and one or more of its Directors or between
the corporation and any corporation or firm in which one or more of its Directors has
a material financialinterest.
Section 6.2. Executive Committee
The Board may appoint by resolution adopted by a majority of the Directors
then in office, provided that the number of Directors then in office constitutes a
quorum, two (2) or more Directors and the Chairperson of the Board of the
corporation, to serve as the Executive Committee of the Board. The Executive
Committee, unless limited by a resolution of the Board, shall have and may exercise
all the authority of the Board in the management of the business and affairs of the
corporation between meetings of the Board; provided, however, that the Executive
Committee shall not have the authority of the Board in reference to those matters
enumerated in Section 6.1(a) through (g), inclusive, above. All actions of the
Executive Committee shall be reported to and ratified by the full Board at the next
duly scheduled Board meeting.
Section 6.3. Compensation Committee
At any time this corporation compensates an officer or Director of the
Corporation, the corporation shall have a Compensation Committee consisting of at
least three (3) Directors and exclusively of Directors. Directors who are also
employees or officers of the corporation may not serve on the Compensation
Committee. The Compensation Committee shall review the compensation of the
Chairperson of the Board (if any). President, Vice President (if any). Treasurer, Chief
Financial Officer, and Chief nvestment Officer (if any), as well as of such other
officers of the corporation as the Compensation Committee determines appropriate.
This review shall occur when such officer is hired, when the term of employment of
such officer is renewed or extended, and when the compensation of such officer is
modified, unless the modification applies to substantially all of the employees of this
corporation. Based on its review, the Compensation Committee shall recommend
just and reasonable compensation amounts to the Board. At the request of the
Chairperson of the Board, President) Chief Financial Officer, or the Board, the
Compensation Committee shall review any issue involving staff compensation and
benefits, including but not limited to housing, health and retirement plans.
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Section 6.4. Audit Committee
At all times that this corporation is required by applicable law to have an
independent audit, or at any time the corporation voluntarily chooses to do so, the
corporation shall have an Audit Committee consisting of at least two (2) Directors
and which may include nonvoting advisors. Directors who are employees of the
Corporation or who receive, directly or indirectly, any consulting, advisory, or other
compensatory fees from the corporation (other than for service as a Director) may
not serve on the Audit Committee. The Chairperson of the Board, President and
Chief Financial Officer, if also Directors, may serve on the Audit Committee only if
such persons are volunteers and are not compensated by this corporation. The
Audit Committee shall perform the duties and adhere to the guidelines set forth from
time to time by the Board. These duties include, but are not limited to:
(i) Assisting the Board in choosing and independent auditor and
recommending termination of the auditor, if necessary;
(ii) Negotiating the auditor's compensation;
(iii) Conferring with the auditor regarding the Foundation's financial affairs;
and
(iv) Reviewing and accepting or rejecting the audit.
Members of the Audit Committee shall not receive compensation for their service on
the Audit Committee in excess of that provided to Directors for their service on the
Board. f the corporation has a Finance Committee, a majority of the members of
the Audit Committee may not concurrently serve as members of the Finance
Committee, and the Chair of the Audit Committee may not serve on the Finance
Committee.
Section 6.5. Advisory Committees And Task Forces
The Board of Directors, Chairperson of the Board, or the President may
create task forces or advisory committees, provided that the task force or advisory
committee is approved of prior to its creation or ratified after its creation either by the
Executive Committee or the Board of Directors. Advisory committees or task forces
may be comprised of experts who may be non-Directors or Directors to advise the
Board, provided that no such advisory committee or task force is vested with any
voting'powers or the authority to make decisions on behalf of the Board.
Appointments of committee chairs shall be made by the Board of Directors, the
President, or by the Chairperson of the Board. Committee members may be
appointed either by the Board of Directors, the President, the Chairperson of the
Board, or by the chair of the committee. Any member of an advisory committee or
task force may be removed, with or without cause, at any time by the President,
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Chairperson of the Board, committee chair, or by the Board of Directors. The
President, Chairperson of the Board, committee chair, or the Board of Directors may
appoint one or more persons as alternate members of any such committee, who
may replace an absent member at any committee meeting. Advisory committees
and task forces shall be limited to making recommendations to the Board or the
Board's authorized representatives and to implementing Board decisions and
policies. All advisory committees and task forces shall be subject to the supervision
and control of the Board of Directors. The resolution creating or ratifying the
advisory committee or task force should define the role of the committee, the scope
of its activities, the procedures for recordkeeping (if any), the chair of the committee,
and the qualification, if any, for service. A task force may be established for a finite
amount of time (not greater than one year initially) to accomplish a certain
assignment, and an advisory committee may be established to serve for a minimum
of one full year. Advisory committees and task forces may be re-approved after their
initial year to continue serving at the discretion of the Chairperson of the Board,
President, or the Board of Directors. Task forces and advisory committees may be
transitioned into formal committees of the Board (as defined in Section 6.1 above),
provided that (i) the transition is approved of by a majority of the Directors then in
office, (ii) the only members of the committee or task force are Directors, and the
members and committee chair are approved of by a majority of the Directors then in
office, and (iii) after the transition, the committee or task force meets the
requirements of a committee of the Board as detailed in Section 6.1 above.
ARTICLE VII
OFFICERS
Section 7.1. Officers
The corporation shall have the following officers: (i) President, (ii) Secretary,
and (ii) Treasurer, who shall be referi-ed to as the Chief Financial Officer. The Board
may designate other officers by resolution and appoint such officers pursuant to
Section 7.3, including but not limited to Chair of the Board, who shall be referred to
as the Chairperson of the Board, and Vice President. Except for the Chairperson of
the Board, officers need not be Directors. One person may hold two or more offices,
except no'person serving as Secretary or Chief Financial Officer may serve
concurrently as President or Chairperson of the Board.
Section 7.2. EIection Of Officers
The officers of the corporation, except those appointed in accordance with the
provisions of Section 7.3 below, shall be elected by the Board of Directors, and each
shall serve at the pleasure of the Board, subject to the rights, if any, of any officer
under a contract of employment.
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Section 7.3. Subordinate Officers
The Board may appoint, and may authorize the Chairperson of the Board, the
President, or any other officer to appoint, any other officers that the corporation may
require each of whom shall have theititle, hold office for the period, have the
authority and perform the duties specified in these Bylaws or determined from time
to time by the Board of Directors.
Section 7.4. RemovaI Of Officers
Subject to the rights, if any, of an officer under any contract of employment,
any officer may be removed, with or without cause, by the Board of Directors. An
officer who was not chosen by the Board may be removed by any other officer on
whom the Board confers the power of removal;
Section 7.5. Resignation Of Officers
Any officer may resign at any time by giving written notice to the Board of
Directors, the Chairperson of the Board, the President, or the Secretary of the
corporation. Any resignation shall take effect at the date of receipt of that notice or
at any later time specified in that notice. Unless otherwise specified in that notice,
the acceptance of the resignation shall not be necessary to make it effective. Any
resignation shall be without prejudice to the rights, if any, of the corporation under
any contract to which the officer is a party.
Section 7.6. Vacancies In Office
A vacancy occurring in any office because of death, resignation, removal or
other cause, shall be filled in the manner prescribed in these Bylaws for regular
appointments to that office.
Section 7.7. ResponsibiIities Of Officers
(a) Chairperson of the Board. The Chairperson of the Board of Directors (if
elected) shall have the power and authority to conduct all meetings of the Board,
whether regular, special or annual, and shall determine the priority of all matters
considered at the meetings. f there is no President, the Chairperson of the Board
shall also be the President and shall have the powers and duties of the President of
the corporation prescribed by these Bylaws. The Chairperson of the Board shall
exercise and perform such other powers and duties as may be prescribed by the
Board or these Bylaws.
(b) President. Subject to the control and supervision of the Board, the
President shall be the general manager of the corporation and shall generally
supervise, direct and control the activities and affairs of the corporation and the
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officers of the corporation. The President shall preside at all mennbers' meetings
and, in the absence of the Chairperson of the Board or at the request of the
Chairperson of the Board, at all meetings of the Board of Directors. n the absence
of both the Chairperson of the Board and the President, either the Chairperson of
the Board or the President may appoint any Director to conduct any meeting of the
Board of Directors. The President shall be responsible to the Board of Directors,
shall see that the Board is advised on all significant matters of the corporation's
activities, and shall see that all orders and resolutions of the Board are earned into
effect. The President shall be empowered to act, speak for, or otherwise represent
the corporation between meetings of the Board within the boundaries of policies and
purposes established by the Board and as set forth in the Articles of ncorporation
and these Bylaws. Without limiting the generality of the foregoing, the President
may sign, together with the Chairperson bf the Board, Secretary, Chief Financial
officer or any other officer of the corporation, any deeds, mortgages, bonds,
contracts, or other instruments authorized by the Board of Directors to be executed
on behalf of the corporation, except in cases where the signing thereof is expressly
delegated to another officer or agent of the corporation by the Board of Directors, or
by these Bylaws, or by statute. The President or any other officer of the corporation
may not make any loans from the corporation, and no evidence of indebtedness
shall be issued in the corporation's name, unless such loan or indebtedness is
authorized by the Board of Directors.; The President shall be responsible for keeping
the Board informed at all times of staff performance as related to program
objectives, and for implementing any personnel policies adopted by the Board. The
President shall have such other powers and duties as may be prescribed by the
Board or these Bylaws.
(c) Vice President. n the absence or disability of the Chairperson of the
Board and the President, the Vice President (if elected) shall perform all of the
duties of President and Chairperson of the Board, and, when so acting, shall have
all the powers of and be subject to all of the restrictions upon the President and
Chairperson of the Board. The Vice President shall have such other powers and
perform such other duties as from time to time may be prescribed by the Board or
these Bylaws. ;
(d) Secretary.
(i) Books of Minutes. The Secretary shall keep or cause to be kept, at
the principal office or such other place as the Board of Directors may direct, a book
of minutes of all meetings, proceedings, and actions of the Board, of committees of
the Board, and of members' meetings. The minutes of meetings shall include the
time and place that the meeting was held; whether the meeting was annual, regular,
or special, and, if special, how authorized; the notice given; the names of persons
present at Board and committee meetings; and the number of members present or
represented at members' meetings. The Secretary, shall also keep, or cause to be
kept, at the principal office in the State of California, a copy of the Articles of
ncorporation and Bylaws, as amended to date. Secretary shall also maintain a
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complete and accurate record of the membership of the corporation, including their
names, addresses and the class of membership held, as well as a record of the
proceedings of all meetings of the membership.
(ii) Notices. Seal and Other Duties. The Secretary shall give, or cause
to be given, notice of all meetings of members, the Board of Directors and of
committees of the Board required by these Bylaws to be given. The Secretary shall
keep the seal of the corporation in safe custody and shall have such other powers
and perform such other duties as may be prescribed by the Board or the Bylaws.
(e) Chief Financial Officer.
(i) Books of Account. The Chief Financial Officer of the corporation
shall keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of accounts of the properties and transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains, losses,
capital, and other matters customarily included in financial statements. The books of
account shall be open to inspection by any Director at all reasonable times.
(ii) Deposit and Disbursement of Monev and Valuables. The Chief
Financial Officer shall deposit all money and other valuables in the name and to the
credit of the corporation with such depositories as may be designated by the Board,
shall disburse the funds of the corporation as may be ordered by the Board, shall
render to the President or Chairperson of the Board, when requested, an account of
all financial transactions and of the financial condition of the corporation, and shall
have other powers and perform such other duties as may be prescribed by the
Board or the Bylaws.
(iii) Bond. f required by the Board of Directors, the Chief Financial
Officer shall give the corporation a bond in the amount and with the surety or
sureties specified by the Board for faithful performance of the duties of his or her
office and for restoration to the corporation of all its books, papers, vouchers, money
and other property of every kind in the possession or under the control of the Chief
Financial Officer upon his or her death, resignation, retirement or removal from
office.
ARTICLE Vm
RECORDS AND REPORTS
Section 8.1. Maintenance Of ArticIes And ByIaws
The corporation shall keep at its principal office, or if its principal office is not
in California, at its principal business office in this state, the original or a copy of its
Articles of ncorporation and Bylaws, as amended to date, which shall be open to
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inspection by tlie members at all reasonable times during office hours. f the
principal office of the corporation is outside California, and the corporation has no
principal business office in this state, the Secretary shall, on the written request of
any member, furnish to that member a copy of the Articles of ncorporation and
Bylaws, as amended to date.
Section 8.2. Maintenance Of Other Corporate Records
The corporation shall keep:
(a) Adequate and correct books and records of account;
(b) Minutes in written form of the proceedings of the Board.
(c) f applicable, a record of its members, giving their names and
addresses and the class of membership held.
The accounting books, records, and minutes of the proceedings of the Board
of Directors and any committee(s) of the Board of Directors shall be kept at such
place or places designated by the Board of Directors, or, in the absence of such
designation, at the principal office of the corporation. The minutes shall be kept in
written or typed form, and the accounting books and records shall be kept in either
written or typed form or in any other form capable of being converted into written,
typed, or printed form.
Section 8. 1 Inspection Rights
(a) nspection by Voting Members. Unless the corporation provides a
reasonable alternative as provided below, any voting member may do either or both
of the following for a purpose reasonably related to the member's interest as a
member:
(i) nspect and copy the records containing members' names,
addresses, and voting rights during usual business hours on five (5) days' prior
written demand on the corporation, which must state the purpose for which the
inspection rights are requested; or
(
(ii) Obtain from the Secretary of the corporation, on written demand
and tender of a reasonable charge, a list of names, addresses and voting rights of
members who are entitled to vote for Directors as of the most recent record date for
which that list has been compiled, or as of the date, after the date of demand,
specified by the member. The demand shall state the purpose for which the list is
requested. The Secretary shall make this list available to the member on or before
the later of ten (10) days after the dd'mand is received or the date specified in the
demand as the date as of which the list is to be compiled.
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The corporation may, within ten (10) business days after receiving a demand
under this Section, make a written offer of an alternative method of reasonable and
timely achievement of the proper purpose specified n the demand without providing
access to or a copy of the membership list. Any rejection of this offer must be in
writing and must state the reasons the proposed alternative does not meet the
proper purpose of the demand.
f the corporation reasonably believes that the information will be used for a
purpose other than one reasonably related to a person's interest as a member, or if
it provides a reasonable alternative under this Section, it may deny the member
access to the membership list.
Any inspection and copying under this Section may be made in person or by
the member's agent or attorney. The right of inspection includes the right to copy
and make extracts. The right of inspection extends to the records of any subsidiary
of the corporation.
(b) Accounting Records and Minutes. On written demand presented to the
corporation, any voting member may inspect, copy, and make extracts of the
accounting books and records and the minutes of the proceedings of the members,
the Board, and committees of the Board at any reasonable time for a purpose
reasonably related to the member's interest as a member. Any such inspection and
copying may be made in person or by the member's agent or attorney. Any right of
nspection extends to the records of any subsidiary of the corporation.
(c) nspection bv Directors. Every acting Director shall have the absolute
right at any reasonable time to inspect all books, records and documents of every
kind and the physical properties of the corporation and the records of each of its
subsidiary corporations, provided that such Director shall not have the right to
inspect those books, records, or documents made privileged or confidential by law.
This inspection by a Director may be made in person or by an agent or attorney of
the Director, and the right of inspection includes the right to copy and make extracts
of documents. All such information shall be retained as strictly confidential and shall
not be released to anyone without the prior written consent of the Board of Directors.
Section 8.4. AnnuaI Report
Except as provided for in Section 6324(a) of the California Corporations
Code, not later than one hundred twenty (120) days after the dose of the fiscal.year
of the corporation, the Board shall furnish or cause to be furnished a written annual
report to all Directors and members. Such report may be furnished to the members
and Directors by electronic transmission in accordance with Section 14.2 of these
Bylaws, and shall contain the following information in reasonable detail:
(a) The assets and liabilities, including the trust funds, of the corporation as
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of the end of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds,
during the fiscal year;
(c) The revenue or receipts of the corporation, both unrestricted and
restricted to particular purposes, for the fiscal year;
(d) The expenses or disbursements of the corporation, for both general and
restricted purposes, during the fiscal year;
(e) Any information required by Section 8.5 of these Bylaws; and
(f) An independent accountants' report or, if none, the certificate of an
authorized officer of the corporation that such statements were prepared without
audit from the corporation's books and records.
This requirement of an annual report shall not apply if the corporation
receives less than $25,000 in gross receipts during the fiscal year, provided,
however, that the information specified above for inclusion in an annual report must
be furnished annually to all Directors and to any member who requests it in writing.
f the Board approves, the corporation may send the report and any accompanying
material sent pursuant to this section by electronic transmission. f a report sent to
the Attorney General in compliance with the requirements of Government Code
sections 12580-12599.7 includes the information required in the annual report, then
the corporation may furnish a copy of its report to the Attorney General in lieu of the
annual report whenever it is required,to furnish an annual report.
Section 8.5 AnnuaI Statement of Certain
Transactions and Indemnifications
As part of the annual report to all members, or as a separate document if no
annual report is issued, the corporation shall annually prepare and mail or deliver to
each member and furnish to each Director a statement of any transaction or
indemnification of the following kind within one hundred twenty (120) days after the
end of the fiscal year of the corporation:
(a) Any transaction to which the corporation, its parent, or its subsidiary was
a party, and to which an "interested person" had a direct or indirect material financial
interest, which involved more than fifty thousand dollars ($50,000.00) or was one of
a number of transactions with the same interested person involving, in the
aggregate, more than fifty thousand dollars ($50,000.00). For this purpose, an
"interested person" is either of the following:
(i) Any director or officer of the corporation, its parent, or its subsidiary
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(but mere common directorship shall not be considered such an interest); or
(ii) Any holder of more than, ten percent (10%) of the voting power of
the corporation, its parent, or its subsidiary.
The statement shall include a brief description of the transaction, the names
of interested persons involved, their relationship to the corporation, the nature of
their interest in the transaction and, if practicable, the amount of that interest,
provided that if the transaction was with a partnership in which the interested person
is a partner, only the interest or the partnership need be stated.
(b) Any indemnifications or advances aggregating more than ten thousand
dollars ($10,000.00) paid during the fiscal year to any officer or Director of the
corporation under Section 9.1 of these Bylaws, unless that indemnification has
already been approved by the members under Corporations Code section 5034, or
the loan or guarantee is not subject to Corporations Code section 7235(a).
Section 8.6. FinanciaI Audit
The corporation shall obtain a financial audit for any tax year in which it
receives or accrues gross revenue of TWO MLLON DOLLARS ($2,000,000.00) or
more, excluding grant or contract income from any governmental entity for which the
governmental entity requires an accounting. Any audited financial statements
obtained by the corporation, whether or not required by law, shall be made available
for inspection by the Attorney General and by the general public within nine (9)
months after the close of the fiscal year to which the statements relate. For three (3)
years, such statements (a) shall be available at the corporation's principal, regional,
and district offices during regular business hours and (b) shall be made available
either by mailing a copy to any person who so requests in person or in writing, or by
posting them on the corporation's website.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 9.1. Right To Indemnification
(a) Right of ndemnity. To the full extent permitted by law, this corporation
shall indemnify its Directors, officers, employees and other persons described in
Section 5238(a) of the California Corporation Code, including persons formerly
occupying any such position, against all expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with any
"proceeding", as that term is used in such Section and including any action by or in
the right of the corporation, by reason of the fact that such person is or was a person
described by such Section. "Expenses", as used in these Bylaws, shall have
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the same meaning as in Section 5238(a) of the California Corporation Code.
(b) Approval of ndemnity. Upon written request to the Board by any person
seeking indemnification under Section 5238(b) or Section 5238(c) of the California
Corporation Code, the Board shall promptly determine in accordance with Section
5238(e) of the Code whether the applicable standard of conduct set forth in Section
5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize
indemnification. f the Board cannot authorize indemnification because the number
of Directors who are parties to the proceeding with respect to which indemnification
is sought is such as to prevent the formation of a quorum of Directors who are not
parties to such proceeding, the Board shall promptly call a meeting of members. At
that meeting, the members shall determine under Corporations Code Section
5238(e) whether the applicable standard of conduct set forth in Section 5238(b) or
Section 5238(c) has been met and, if so, the members present at the meeting in
person or by proxy shall authorize indemnification.
(c) Advancement of Expenses. To the full extent permitted by law and except
as is othenwise determined by the Board in a specific instance, expenses incurred by
a person seeking indemnification under these Bylaws in defending any proceeding
covered by these Bylaws shall be advanced by the corporation prior to the final
disposition of the proceeding upon receipt by the corporation of an undertaking by or^
on behalf of such person that the advance will be repaid unless it is ultimately
determined that such person is entitled to be indemnified by the corporation therefor.
The indemnification provided herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled, and shall continue as to a
person who has ceased to be an agent and shall inure to the benefit of the heirs,
executors, and administrators of such person.
Section 9,2. Insurance
The corporation shall have the power and shall use its best efforts to
purchase and maintain insurance to the full extent permitted by law on behalf of any
Director, officer, employee, or agent of the corporation, against any liability asserted
against or incurred by an officer, Director, employee or agent in any such capacity or
arising out of the officer's. Director's, employee's or agent's status as such, whether
or not the corporation would have the power to indemnify the agent against such
liability under Section 9.1 above; provided, however, that the corporation shall have
no power to purchase and maintain such insurance to indemnify any Director,
officer, employee or agent of the corporation for any self-dealing transaction, as
described in Corporations Code Section 5233.
/
/
/
-32-
ARTICLE X
CONTRACTS AND LOANS WITH DIRECTORS AND OFFICERS
Section 10.1 Contracts With Directors And Officers
(a) No Director or officer of this corporation, nor any other corporation, firm,
association, or other entity in which one or more of this corporation's Directors or
officers are Directors or have a material financial interest, shall be interested, directly
or indirectly, in any contract or other transaction with this corporation, unless:
(i) the material facts regarding such Director's or officer's financial
interest in such contract or transaction and/or regarding such common directorship,
officership, or financial interest are fully disclosed in good faith and are noted in the
minutes, or are known to all members of the Board of Directors prior to
consideration by the Board of such contract or transaction;
(ii) such contract or transaction is authorized in good faith by a majority
of the Board of Directors then in office by a vote sufficient for that purpose without
counting the vote or votes of such interested Director(s);
(iii) prior to authorizing or approving the transaction, the Board
considers and in good faith determines after reasonable investigation under the
circumstances that the corporation could not obtain a more advantageous
arrangement with reasonable effort under the circumstances; and
(iv) this corporation enters into the transaction for its own benefit, and
the transaction is fair and reasonable to this corporation at the time the transaction
is entered into.
(b) The provisions of this Section 10.1 do not apply to a transaction that is
part of an educational or charitable program of the corporation if it: (i) is approved of
or authorized by the corporation in good faith and without unjustified favoritism; and
(ii) results in a benefit to one or more Directors or officers or their families because
they are in the class of persons intended to be benefited by the educational or
charitable program of this corporation.
Section 10.2 Loans To Directors And Officers
(a) Except as provided for below, the corporation shall not make any loan of
money or property to or guarantee the obligation of any Director or officer, unless
approved by the Attorney General of the State of California; provided, however, that
the corporation may advance money to a Director or officer of the corporation for
expenses reasonably anticipated to be incurred in the performance of the duties of
such Director or officer, and provided that in the absence of such advance such
-33-
Director or officer would be entitled to be reimbursed for such expenses by the
corporation.
(b) The provisions of subdivision (a) do not apply to the payment of premiums
in whole or in part by the corporation on a life insurance policy on the life of a
Director or officer so long as repayment to the corporation of the amount paid by it is
secured by the proceeds of the policy and its cash surrender value.
(c) The provisions of subdivision (a) also do not apply to a loan of money to
or for the benefit of an officer in circumstances where the loan is necessary, in the
judgment of the Board, to provide financing for the purchase of the principal
residence of the officer in order to secure the services or continued services of the
officer and the loan is secured by real property located in the State of California.
ARTICLE XI
FISCAL YEAR
The fiscal year of the corporation shall begin on January 1 and end on
December 31, unless othenA/ise determined by resolution of the Board of Directors.
ARTICLE XII
AMENDMENT OF BYLAWS
Section 12.1. Adoption or Amendment By Members
New Bylaws may be adopted or these Bylaws may be amended or repealed
by approval of a majority of the members of the corporation. Any provisions of these
Bylaws that requires the vote of a larger proportion of the members than otherwise is
required by law may not be altered, amended, or repealed except by the vote of that
greater number.
The term "majority," as used in this section, is as defined in the California
Nonprofit Corporation Law.
Section 12.2. Amendment By Board of Directors
Subject to the right of members under Section 12.1 above, Bylaws other.than
a Bylaw fixing or changing the authorized number of Directors, or the minimum'and
maximum number of Directors, or a Bylaw materially and adversely affecting the
rights of members as to voting or transfer, may be adopted, amended, or repealed
by a majority vote of the Board of Directors.
-34-
ARTICLE XIII
PRIVATE FOUNDATION RESTRICTIONS
n any period in which this corporation is a private foundation, as defined in
nternal Revenue Code section 509, this corporation shall make distributions at such
time and in such manner as not to subject the corporation to tax under nternal
Revenue Code section 4942, and the corporation shall not (i) engage in any act of
self-dealing, as defined in nternal Revenue Code section 4941(d), (ii) retain any
excess business holdings, as defined in nternal Revenue Code section 4943(c), (iii)
make any investments in such manner as to subject the corporation to tax under
nternal Revenue Code section 4944, or (iv) make any taxable expenditures, as
defined in nternal Revenue Code section 4945(d).
ARTICLE XIV
CONSTRUCTION AND DEFINITIONS
Section 14.1 Construction and Definitions
Unless the context otherwise requires, the general provisions, rules of
construction and definitions in the California Nonprofit Corporation Law shall govern
the construction of these Bylaws. Without limiting the generality of the above, the
masculine gender includes the feminine and neuter, the singular includes the plural
and the plural includes the singular, and the term "person" includes both a legal
entity and a natural person. For the purpose of these Bylaws, "Board of Directors"
or "Board" refers to the Board of Directors of the corporation, unless otherwise
specifically indicated.
Section 14.2 EIectronic Transmission
Subject to any guidelines and procedures that the Board of Directors may
adopt from time to time, the terms "written", and "in writing" as used in these Bylaws
include any form of recorded message in the English language capable of
comprehension by ordinary visual means and may include electronic transmission,
such as facsimile or email, provided:
(i) for electronic transmission from the corporation, the corporation has
obtained an unrevoked written consent from the recipient to the use of such means
of communication; -
(ii) for electronic transmission to the corporation, the corporation has in effect
reasonable measures to verify that the sender is the individual purporting to have
sent such transmission; and
-35-
(iii) the transmission creates a record that can be retained, retrieved,
reviewed, and rendered into that clearly legible tangible form.
CERTIFICATE OF SECRETARY
, the undersigned, certify that am the presently elected and acting Secretary
of NEW STARSHP FOUNDATON, a California nonprofit public benefit corporation,
and do hereby certify:
That the foregoing Bylaws consisting of 36 pages were adopted as the
Bylaws of the corporation by the Directors of the corporation on ,
2013, and the same do now constitute the Bylaws of said corporation.
Executed on _, 2013, at Los Angeles, California.
AUBREY WEST, Secretary
-36-
NEW STARSHIP FOUNDATION
14926 Martha Street,
Sherman Oaks, CA 91411
(818) 784-1833
20
Re: Your Contribution To New Starship Foundation
Dear :
This letter acknowledges receipt by New Starship Foundation (the
"Foundation") of your generous contribution of $ , made by your (check
number or description of securities contributed, etc.), dated , 20 .
Bequests, legacies, devises, transfers, or gifts from you to the Foundation are
deductible for Federal estate and gift tax purpose if they meet the applicable
provisions of Sections 2055, 2106 and 2522 of the nternal Revenue Code. Your
contributions are tax deductible in accordance with Section 170 of the Code.
To enable you to obtain a maximum deduction in accordance with law
regarding your recent contribution, the Foundation is providing you with this
contemporaneous written acknowledgment for your records. No goods or services
have been provided to you by the Foundation in consideration, in whole or in part,
for your cash contribution. Accordingly, no so-called "quid pro quo contribution" has
been made by you, and the amount of your contribution is the amount of your check
to the Foundation.
Please retain this letter with your other important business or personal
records for future reference should the need arise. Thank you again for your
generous contribution to the Foundation. Were it not for your generous support, and
assistance from others like you, the Foundation might not have sufficient funds with
which to conduct its charitable and educational mission.
Very truly yours,
NEW STARSHIP FOUNDATION, a
California nonprofit corporation
By_
Title
!"#$ &'() *+,-./012
(Revised June 2006)
AppIication for Recognition of Exemption under Section 501(c)(3) of the
InternaI Revenue Code
Note. Retain a copy of the completed Form 1023 Iri your permanent records. Refer to the General nstructions
regarding Public Inspection of approved applications.
Check Panh box to finish vour appIication (Form 1023^. Send this compIeted CheckIist with your fiIIed-in
appIication. If vou have not answered aII the items beIow, vour appIication may be returned to you as
incompIete.
&) Assemble the application and materials in this order:
Form 1023 Checklist
Form 2848, Power of Attorney and Declaration of Representative (if filing)
Form 8821, Tax Information Authorization (if filing)
Expedite request (if requesting)
Application (Form 1023 and Schedules A through H, as required)
ArticIes of organization
Amendments to articles of organization in chronological order
Bylaws or other rules of operation and amendments
Documentation of nondiscriminatory policy for schools, as required by Schedule B
Form 5768, Election/Revocation of Election by an Eligible Section 501(c)(3) Organization To Make
Expenditures To nfluence Legislation (if filing)
All other attachments, including explanations, financial data, and printed materials or publications. Label
each page with name and EN.
[Z1 User fee payment placed in envelope on top of checklist. DO NOT STAPLE or otherwise attach your check or
money order to your application. nstead, just place it in the envelope.
!Z1 Employer dentification Number (EN)
3) Completed Parts 1 through X of the application, including any requested information and any required
Schedules A through H.
You must provide specific details about your past, present, and planned activities.
Generalizations or failure to answer questions in the Form 1023 application will prevent us from recognizing
you as tax exempt.
Describe your purposes and proposed activities in specific easily understood terms.
Financial information should correspond with proposed activities.
3) Schedules. Submit only those schedules that apply to you and check either "Yes" or "No" below.
Schedule A Yes No_^L Schedule E Yes No_Z_
No__
NoJ^L
No__
Schedule B Yes.
Schedule C Yes.
Schedule D Yes.
No_! i .
% &'()
Schedule H YesJi L No
Schedule F Yes
Schedule G Yes
0 An exact copy of your complete articles of organization (creating document). Absence of the proper purpose
and dissolution clauses is the number one reason for delays in the issuance of determination letters.
Location of Purpose Clause from Part , line 1 (Page, Article and Paragraph Number) Page 1, Article V
Location of Dissolution Clause from Part , line 2b or 2c (Page, Article and Paragraph Number) or by
operation of state law Page 3. ArticIe ViI
[ a Signature of an officer, director, trustee, or other official who is authorized to sign the application.
Signature at Part X of Form 1023.
13 Your name on the application must be the same as your legal name as it appears in your articles of
organization.
Send completed Form 1023, user fee payment, and all other required information, to:
nternal Revenue Service
P.O. Box 192
Covington, KY 41012-0192
f you are using express mail or a delivery service, send Form 1023, user fee payment, and attachments to:
nternal Revenue Service
201 West Rivercenter Blvd.
Attn: Extracting Stop 312
Covington, KY 41011
'I'
1
^ Printmt on recyded paper
Form 8821
(Rev. October 2011)
Department of the Treasury
IntemaI Revenue Service
Tax Information Authorization
Do not sign this form unIess aII appIicabIe Iines have been compIeted.
Do not use this form to request a copy or transcript of your tax return.
Instead, use Form 4506 or Form 4506-T.
OMB No. 1M5-1ie5
For IRS UsB OnIy
RaceKndby:
NM M
TBtephone
Funcl l on
Datt
Taxpayer i nformati on. Taxpaver(s) must sign and date this form on Iine 7.
' To Taxpayer name(s) and address (type or print)
NEW STARSHIP FOUNDATION
14926 Martha Street,
Sherman Oaks, CA 91423
2 Appoi nt ee, if you wish to name more than one appointee, attach a Iist to this forni.
Name and address
Taxpayer Identification number
46-1058810
Daytime teIephone number
(818)784-1833
PIan number (if appIicabIe)
Heather P. CI i ck, Esq.
6345 BaI boa BouI evard, Suite 1-300
Enci no, CA 91316-1523
CAF No.
PTIN "
TeIephone No.
Fax No.
None
P01615621
818/345-2223
818/345-2263
ChecI< ifTe"w"A"d'd"re"s"s""""D teI ephone No. " Fax No.
3 Tax matters. The appointee is authorized to Inspect and/or receive confidentiaI tax information in any office of the IRS for the
tax matters Iisted on this Iine. Do not use Form 8821 to re'quest copies of tax returns.
(a)
Type of Tax
(Income, EmpIoyment, Excise, etc.)
or CiviI PenaIty
AII tax matters reIating to
AppIication for Recognition of
Exemption Under IRC 501(c)(3)
(b)
Tax Form Number
(1040,941,720, etc.)
1023
(c)
Year(s) or Period(s)
(see the Instructions for Iine 3)
Not AppIicabIe

Specific Tax Matters (see Instr.)
Not AppIicabIe
lACflipilull wmp' irvv^ nw/yw/ , ; ^
4 Speci fi c use not recorded on CentraI i zed Authori zati on FiIe (CAF). If the tax information a"thorifation is for a specifte
use not recorded on CAF, check this box. See the Instructions on page 4. If you check this box, skip Iines 5 and 6 . .
5 Di scI osure of tax I nformati on (you must check a box on Iine 5a or 5b unIess the box on Iine 4 is checked):
a If you want copies of tax information, notices, and other written communications sent to the appointee on an ongoing
basis, check this box
Note. Appointees wiII no Ionger receive fomns, pubIications and other reIated materiaIs with the notices,
b If you do not want any copies of notices or communications sent to your appointee, check this box U
6 Retenti on/ revocati on of tax i nformati on authori zati ons. This tax information authorization automaticaIIy revokes a I pnor
authorizations for the same tax matters you Iisted on Iine 3 above unIess you checked the box on Iine 4. f you do not wan
to revoke a prior tax information authorization, you must attach a copy of any authorizations you want to remain in effect
and check this box
To revoke this tax Infonnation authorization, see the instructions on page 4.

7 SI qnature of taxpayer(s). If a tax matter appIies to a joint retum, either husband or wife must sign. If signed by a
corporate officer, partner, guardian, executor, receiver, administrator, trustee, or party other than the taxpayer, I certify
that I have the authority to execute this forni with respect to the tax matters/periods on Iine 3 above.
IF NOT SI GNED AND DATED, THI S TAX I NFORMATI ON AUTHORI ZATI ON WI LL BE RETURNED.
QQ NOT SI GN T H I ^ ^ I ^ M IF IT IS BLANK OR I NCOMPLETE.

signature
HUSTON HUDDLESTON
Date signature
Date
President
Print Name
TitIe (if appIicabIe)
Print Name
5 J PIN number for eIectronic signature
TitIe (if appIicabIe)
PIN number for eIectronic signature
For Privacy Act and Paperwork Reduction Act Notice, see page 4.
Cat. No. 11596P
Form 8 8 2 1 (Rev. 10-2011)
^1023
(Rev. June 2006)
Departmmt of the Treasury
InternaI Revenue Sen/Ice
AppIication for Recognition of Exemption
Under Section 501(c)(3) of the InternaI Revenue Code
OMB No. 1545-0056
Note: If exempt status is
approved, this
application will be open
for public inspection.
Use the instructions to complete this application and for a definition of all bold Items. For additionaI he p, caII IRS ^ e mp t
Organizations Customer Account Services toII-free at 1- 877- 829- 5500. Visit our website at www. i rs. gov or forms and
pubIications. If the required information and documents are not submitted with payment of the appropriate user fee, the
appIication may be returned to you. u u ^
Attach additionaI sheets to this appIication if you need more space to answer fuIIy. Put your name and f ^ch s^^^^^^^
identify each answer by Part and Iine number. CompIete Parts I - XI of Form 1023 and submit onIy those ScheduIes (A through
H) that appIy to yoLK
Part I Identification of AppIicant
1 FuII name of organization (exactIy as it appears in your organizing document)
NEW STARSHI P FOUNDATI ON
3 MaiIing address (Number and street) (see instructions)
14926 Martha Street
Room/Suite
City or town, state or country, and ZIP + 4
Sherman Oaks, CA 91411 . .
6 Primary contact (officer, director, taistee, or authori zed representative)
a Name: Heather P. CI i ck, Esq. (authorized representative)
2 c/o Name (if appIicabIe)
Huston HuddI eston, Presi dent
4 EmpIoyer Identification Number (EIN)
46-1058810
5 Month the annuaI accounting period ends (01 -12)
December
b Phone:
(818) 345-2223
c Fax: (optionaI) (818) 345-2263
7 Are you represented by an authorized representative, such as an attomey or accountant? If Yes,
provide the authorized representative's name, and the name and address of the authorized
representative's firm. IncIude a compIeted Form 2848, Power of Attomey and Declaration of
Representative with your appIication if you wouId Iike us to communicate with your representative.
I a Yes No
Was a person who is not one of your officers, directors, tnjstees, empIoyees, or an authorized
representative Iisted in Iine 7, paid, or promised payment, to heIp pIan, manage, or advise you about
the stnjcture or activities of your organization, or about your financiaI or tax matters? If Yes,
provide the person's name, the name and address of the person's fInn, the amounts paid or
promised to be paid, and describe that person's roIe.
Yes 0 No
9a Organization's website: http:/ / newstarshI p. com/
b Organization's emaiI: (optionaI) not yet estabI i shed
10 Certain organizations are not required to fiIe an information return (Form 990 or Form 990- E^. If you
are granted tax-exemption, are you cIaiming to be excused from fiIing Form 990 or Form 990-EZ? If
"Yes," expIain. See the Instructions for a description of organizations not required to fiIe Form 990 or
Form' 990-EZ.
Yes 0 No
11 " # $ % i ncorporat ed if a corporat i on, or f ormed, if other t han a corporat i on. ( MM/ DDATYY) 08 / 29 / 2012
12 Were you formed under the Iaws of a forei gn country?
If "Yes," state the country.
Yes 0 No
For Paperwork Reduction Act Notice, see page 24 of the Instructions.
Cat. No. 17133K Form 1 0 2 3 (Rev. 6-2006)
(L
NEW STARSHIP FOUNDATION
EIN: 46-1058810
ADDENDUM TO PART I
Identification of AppIicant
ADDENDUIVI To Part I. Section 7
Marshall A. Glick, Esq.
Heather P. Glick, Esq.
Marshall A. Glick, a professional corporation
6345 Balboa Boulevard, Suite 1-300
Encino, CA 91316-1523
off: (818)345-2223
fax: (818) 345-2263
Form 1023 (Rev. 6-2006)
Name:
NEW STARSHI P FOUNDATI ON
BN: 4 6 - 1058810 Page 2
annaI OrganizationaI Structure r r ^ .
You must be a corporation (incIuding a Iimited IiabiIity company), an unmcorporated association, or a trust to be tax exempt.
(See Instructions.) DO NOT fiIe this f orm unIess you can check "Yes on Iines 1, 2, 3, or 4.
Pa r t II
1 Are you a corporati on? If "Yes." attach a copy of your articIes of showing cer t i f i caj ^
of fiIing with the appropriate state agency. IncIude copies of any amendments to your articIes and
be sure they aIso show state fiIing certification.
El Yes No
Are vou a Iimited IiabiIity company (LLC)? If "Yes," attach a copy of your articIes of organization showing
^r r t i r a t r oS^Sng wi t h^e appropriate state agency. AIso, if you adopted an operating a^^^^^^^
a copy. IncIude copies of any amendments to your articIes and be sure hey show state certjca^^
Refer to the instructions for circumstances when an LLC shouId not fiIe its own exemption appIication.
Yes 0 No
Are you an uni ncor por at ed associ at i on? If "Yes," attach a copy of your articIes of association
S i t u t i o n . or other simiIar organizing document that Is dated and incIudes at Ieast two signatures.
IncIude signed and dated copies of any amendments.
Yes 0 No
4a Are you a trust? If "Yes." attach a signed and dated copy of your trust agreement. IncIude signed
and dated copies of any amendments. u.' x . i i
b Have vou been funded? If "No." expIain how you are formed without anything of vaIue pIaced in tmst.
Yes 0 No
Yes No
Have you adopted byIaws? if "Yes." attach a cun'ent copy showing date of adoption. If "No,'
how your officers, directors, or taistees are seIected.
expIain EI Yes No
Required Provisions in Your Organizing Document
The foiIcwina Questions are designed to ensure that when you fiIe this appIication, your organizing document contains the equjed prov sions
to meet the^orSS^nrtesfunder section 501(c)(3). UnI Ls you can check the boxes in both Iines 1 and 2, your organ^^S
doHot rneet the 0 test. DO NOT file this application until you have amended your organizing document. Subm your
S o nS and amended^S^^^^ documents (showing state'^iing certification if you are a corporation or an LLC) with your appIication.
Section 501(c)(3) requires that your organizing document state your exernpt purpose(s). such as charitabIe.
r eMous educ^^^^^ and/or scientific purposes. Check the box to confirm that your organizing document
r ^ E h i s S e m e n t ^ Describe specificaHy where your organizing document meets this requirement, such as
a fetr?nce ?o a particuIar articIe or section in your organizing document. Refer to the nstmctiorjs for exempt
purpose Ianguage. Location of Purpose CIause (Page, ArticIe, and Paragraph): Page 1, ArticIe IV
0
2a Section 501(c)(3) requires that upon dissoIution of your organization, your remaining assets n tn
for exempt puVoses, such as charitabIe, reIigious, educationaI, and/or scientific purposes. Check the box on hne 2a to
c o r ^ r i h a t your organizing document meets this requirement by express provi^on for the f'stnbution of assets upon
dissoIution. If you reIy on state Iaw for your dissoIution provision, do not check the box on Iine 2a and go to Iine 2c.
2b If you checked the box on Iine 2a, specify the Iocation of your dissoIution cIause (Page. ArticIe, and Paragraph).
Do not compIete Iine 2c if you checked box 2a. Kage J, ArticIe vi i
2c See the instructions for Information about the operation of state Iaw in your particuIar state. Check this box if
you reIy on operation of state Iaw for your dissoIution provision and indicate the state:
!

Narrative Description of Your Activities Pa r t I V
Usinq an attachment, describe yourpasf. present, and p/anned activities In a narrative. If you beIieve that you have aIready provided some of
thSfrn^ation rresponse to other parts of this appIication, you may summarize that infomiation here and refer to the specific parts of the
aoD S a S o r s u p S g ^^^ You may aIso attach representative copies of newsIetters, brochures, or s^iIar documents for supporting
r S o ? h i r n a r ? a C Remembe if this appIication is approved. It wiII be open for pubIic Inspection, "merefore your nan-a^ve
d ^ s c S n of activities shouId be thorough and accurate. Refer to the Instructions for infomiation that must be incIuded In your description.
Pa r t V
Compensation and Other FinanciaI Arrangements With Your Officers, Directors, Trustees,
EmpIoyees, and Independent Contractors
I a List the names, titIes, and maiIing addresses of aII of your officers, directors, and trustees. For each person Iisted, state their
totaI annuaI compensation, or proposed compensation, for aII sen/ices to the organization, whether as an officer em^^^^^^^
other position. Use actuaI figures, if avaiIabIe. Enter "none" if no compensation is or wiII be paid, if additionaI space is needed,
attach a separate sheet. Refer to the instructions for information on what to incIude as compensation.
Name
TitIe
MaiIing address
Compensation amount
(annuaI actuaI or estimated)
HUSTON HUDDLESTON
Presi dent and Director
14926 Martha Street
Sherman Oaks." CA "91411"
AUBREY WEST
Secretary and Director
6222 KI ump Ave
North "H"o"I"Iy"w"oo"di "c' Agi eoe
none*
none*
NANCY ADAIVIS HUDDLESTON
Treasurer, VP and Director
Street
Sherman Oaks, CA 91411
none*
none'
RONALD D. MOORE
Director
985 E. Green St.
F'"as"ad"en"a".""CA"9i"l"66""
(conti nued on addendum)
Form, 1 0 2 3 (Rev. 6-2006)
NEW STARSHIP FOUNDATION
EIN: 46-1058810
ADDENDUM TO PART IV
Narrative Description of Your Activities
Description Of CharitabIe And EducationaI Activities
New Starship Foundation (the "Foundation") was incorporated in California on
August 29, 2012, for multiple educational and cinaritable purposes including:
Establishing a museum open to the general public that includes interactive
"hands on" exhibits that promote self discovery, foster the art, science and
technology of motion pictures and television, and are of interest to children
and adults alike;
Collecting, refurbishing, maintaining and displaying famous motion picture
and television sets, props and other memorabilia, with an emphasis upon
classic science fiction movies and television series, such as Star Trek, for the
benefit and enjoyment of the public at large;
Promoting public education about the history, art, science and vision of
motion picture and television science fiction script writers, set designers and
directors who portray their concepts of life in the distant future;
Creating community oriented projects and events that enable the public to
view and interact with museum exhibits;
Developing and preserving a robust information base about science and
technology of motion pictures and television, conducting educational
programs, and disseminating information without charge to the public through
forums such as conventions, lectures, exhibitions, seminars and publications,
in furtherance of educating the public about the museum and its mission to
restore and display famous motion picture and television sets, props and
memorabilia;
Providing financial support to other charitable organizations that maintain RC
Section 501(c)(3) status and whose values, goals and objectives mirror those
of the Foundation or are of a humanitarian or educational nature; and
Providing scholarships and educational grants in aid to low-income students
who desire to attain a higher education, including both undergraduate and
graduate degrees, at a college, university or trade school of their choice within
the United States or abroad.
-1-
Gener aI Statement Of Purpose
What could be more exciting for millions of "Trekies" (fans) than to have the
opportunity to stand on the actual bridge of the USS Starship Enterprise, a warp
speed spaceship from the century, just as it was depicted in the famous science
fiction TV series, and manipulate its interactive viewing screens, controls and
mechanisms? Over the 48 years since Star Trek first aired on TV, its fans have
continued to support the show with as much (or perhaps even greater) enthusiasm
as when it first aired. The Foundation maintains that a large part of the continuing
fascination with Star Trek, Deep Space Nine, The Next Generation, and similar sci fi
spinoffs, can be traced to our many real and current crises, both financial and
environmental. Star Trek, unlike much of science fiction, is based on a hopeful view
of the future, one where the "infinite possibilities of existence" (as superbeing Q
stated in one Star Trek TV episode) could be exploited for the benefit of humankind
and aliens alike. Star Trek presented a future where science and reason prevail
over superstition, religious fundamentalism and petty myopic rivalries that permeate
our present age. The series envisioned a time when technology has been
developed to address almost every challenge. n the real world. President Obama
has spoken out about the need to base decision making on sound science and
engineering in order to address the urgent environmental and energy challenges
facing humanity. For the first time in! human history, humanity is faced with truly
global Star Trek-like problems from global warming to dwindling energy
resources. Star Trek ultimately presents a world in which human emotions and
reason peacefully coexist.
One of the Foundation's principal goals in establishing its museum will be to
foster a love of science, mathematics, engineering and related fields, by stimulating
both young and old through restored (with added inter active features) science
fiction movie and TV sets, props, artifacts and memorabilia. Visitors to the museum
will be able to immerse themselves in a Star Trek future, where all countries join
together to achieve common goals while maintaining respect for individual cultural
differences. The Foundation hopes to enable everyone who visits the museum to
experience the joy and inspiration of having this glimpse of the future, just as Gene
Roddenberry (the creator of Star Trek) envisioned it. The Foundation's Board of
Directors is committed to establishing and maintaining the museum and to "make it
so", as soon as tax-exempt status is attained and sufficient donations are received.
the Museum
The Foundation will establish the museum for the public benefit, and the'
museum will be open to all persons, young and old, regardless of their race, creed,
national origin or gender. The location of the museum has not yet been selected by
the Board of Directors of the Foundation but it will probably be within Hollywood,
California, the film capital of the world. The site for the museum will most likely be a
warehouse or other suitable facility large enough to accommodate a large assort-
-2-
ment of the museum's exhibits. Such facility will in any event be rented from
persons or entities not directly or indirectly connected with or related by blood,
marriage or in business with any member, officer. Director or other controlling
person who would or might be deemed to be a "disqualified person" vis-a-vis the
Foundation. The Foundation also plans on participating in various science fiction
fairs, conferences, and shows across the nation by bringing its television and motion
picture sets and memorabilia to other cities for the enjoyment of the public at large.
During times when public funding is insufficient to permit free admission to the
museum (such as during the Foundation's formative years), the Foundation may
charge a nominal entrance fee estimated to be in the amount of $5 to $10 per adult
and $2.50 to $5 per child over age 3 and under age 12, to help offset the cost of
constructing, maintaining, operating and expanding the museum's exhibits.
Although the Foundation anticipates (and has projected in Part X, Financial Data)
that there will at least initially be a nominal admission charge for entrance into the
museum, it will be the Foundation's continuing goal to provide public access to the
museum and all of its exhibits without charge whenever possible. The achievement
of such goal depends upon the amount of annual donations and grants received by
the Foundation. The Foundation's revenue is projected (see Funding for the
Foundation's Educational Programs and Activities, below) to be received primarily
from public donations from "Trekies" and other persons interested in promoting the
theatrical arts and sciences, from wealthy philanthropists and foundations, and from
the officers and Directors of the Foundation and their families and friends, in that
order.
InitiaI Foundation Projects
Restoration of the Bridge Of the Starship Enterprise
The Foundation was formed by Star Trek fans and will most likely primarily be
supported and funded by Star Trek fans (whom the Foundation believes number in
the many millions). To foster public interest and enthusiasm for establishing the
museum, the Foundation's initial project will be to completely restore the Star Trek
Next Generation D bridge set, as it was seen on TV and in the 1994 film Star Trek
Generations, and to make it fully interactive. The Foundation's officers have
rescued the junked remains of the Enterprise D bridge from a parking lot at Para-
mount Pictures, with an eye to restoring the set it to its former glory. Paramount
Pictures has donated without charge the "remains" of the set to the Foundation. The
fibre glass set had originally been built for Star Trek: The Experience (a short lived
Las Vegas attraction), after the original wooden set, made in the late 1990's, was
destroyed during the filming of Star Trek Generations. The Foundation's budget for
the restoration of the "bridge" is estimated at $60,000 to $70,000, and will be paid
for by donations received from the public. The Foundation will make the duplicate
simulator set available to the public without charge at Star Trek conventions and
also at selected fundraising events conducted by other RC section 501(c)(3)
.-3-
charities, such as Habitat For Humanity and Mal<e A Wish Foundation. Star Trel<
fans will have a place to relive their memories of the TV series and the movies.
Interactive EducationaI "Missions" For Students
The Foundation contemplates that traveling exhibits of museum memorabilia
will continue both before and after the museum opens its doors to the public.
Accordingly, another Foundation project will be to establish interactive educational
"Missions" so that entire classrooms of students can steer the Enterprise to other
planets, galaxies and more. The Foundation maintains that providing such inter-
active exhibits to public schools without charge will help stimulate student interest in
science, math and engineering, and be of significant educational value.
AdditionaI Sci Fi Movie And TV Set Restoration Projects
The Foundation contemplates undertaking similar projects of a restorative
nature in order to expand the museum's science fiction exhibits. The Foundation will
actively seek out donations of popular (but discontinued for filming) science fiction
sets and an array of memorabilia from sci fi movies and TV series, and restore them
to their operational state as additions to the museum's interactive exhibits. Once the
museum is established, the Foundation believes that donations of sci fi movie and
TV sets memorabilia will be received because donating such items to a museum
insures their proper care and public display in perpetuity. Many educationally
valuable sci fi movie and TV sets are dismantled and/or destroyed after filming, and
their artistic and educational value is lost to the world. The Foundation's museum
will present film producers and motion picture and TV studios with a viable alterna-
tive to the destruction of such property. The Foundation doesinot anticipate the
need to purchase such property because, as was the case with the Starship Enter-
prise D bridge, motion picture and TV sets and memorabilia should be acquired by
donation from movie studios interested in removing them from their locations and
receiving a tax benefit (based upon the fair market value of the sets and
memorabilia) in accordance with law from making a contribution to the museum.
The Foundation will therefore encourage donations of such property from movie and
TV studios throughout the United States.
Benefitting Students Through SchoIarships
As mentioned above, the accbmplishment of much of the Foundation's
charitable and educational activities described in this application will largely depend
upon the amount of donations received from private foundations and the public at
large. The Foundation will also provide exceptional educational opportunities for
students who desire to excel in their studies, including children primarily from low-
income families who lack the opportunities, funding and personal contacts needed to
attain an undergraduate or graduate degree from a college or university of their
choice. The Foundation will provide limited financial assistance to students from
-4-
low-income families by conferring scholarsfiips and providing other forms of grants
in aid for children whose parents lack the financial means to pay for their education.
The Foundation has included a scholarship program and a grants in aid program,
discussed in detail below and in Schedule H, incorporated herein by reference,
among its charitable and educational endeavors. Through such program, the
Foundation will make available to the children of low income and very low income
families some of the educational opportunities that historically have been offered in
private schools for more financially affluent families. The Foundation will exercise
due diligence in maintaining adequate records as to all grants, so as to ensure that
all grants and scholarship funds are utilized exclusively for the charitable and
educational purposes intended. All of the Foundation's charitable and educational
projects and activities will be conducted without regard to gender, race, creed,
religion, ethnic or national origin of the recipients of such assistance. For additional
information regarding the Foundation's scholarships, see "The Foundation's
Scholarship Program" on pages 7 through 10 below.
Support For Other Nonprofit Tax-Exempt Organizations
Provided that sufficient revenue is received to enable the Foundation to pay
the operational expenses of the museum and additional revenue is available, the
Foundation may also make grants to other exempt organizations such as other
museums of science, and to the science, physics, mathematics and theatrical arts
departments of major colleges and universities. Because the Foundation is still in its
embryonic state, no such grants are presently being considered. However, the
Board of Directors of the Foundation has established criteria for an organization to
qualify for future Foundation grants of funds, which include: (1) the organization
must be established for charitable or educational purposes and must be a nonprofit
corporation or other entity that is qualified for tax exempt status under RC Section
501 (c)(3), (2) all recipient organizations must account to the Foundation on at least
an annual basis as to the application of grants received from the Foundation and to
provide proper assurances to the Foundation upon request that all funds have been
applied exclusively for the charitable or educational purposes for which such
recipient organizations were created^ and (3) all recipient organizations must upon
request provide a copy of their favorable determination letter regarding their federal
and State tax exempt status, if applicable, or provide other substantiation
satisfactory to the Foundation's Grants Committee (discussed below) of their
compliance with the preceding requirements for receiving grant funds from the
Foundation (a "qualifying recipient organization"). The Foundation requests that the
RS approve of the above grant procedures in its determination letter.
Whenever possible, the Foundation will seek to retain the volunteer services
of persons interested in furthering the museum and its exempt purposes that include
support for sci fi theatrical arts and sciences. The Foundation will also seek to
attract parents who subscribe to the Foundation's educational aims and values and
who are committed to working in partnership with the Foundation to provide the
exceptional educational opportunities what the museum will make available to the
.-5-
general public. f sufficient numbers of volunteers cannot be enlisted, the Founda-
tion may pay (out of donations received from the public) for professional staff at an
hourly rate of between $15 and $35 per hour, depending upon the qualifications of
the person (i.e., graduate student or high school student), for assisting with the
conduct of the Foundation's educational programs and activities.
i'
AIIocation Of Time. Revenue And Expenses
The Foundation anticipates allocating the following percentage of its time and
2013-2014 revenue and expenses to conducting the above enumerated charitable
and educational activities, as follows:
Percentage Of Percentage Of
Description Of Activities Time Revenue And Expenses
Collecting, refurbishing, maintaining 45% 10%
and displaying motion picture and
television sets, props and other
memorabilia
Establishing and maintaining the 35% 65%
interactive sci fi museum
Promoting public education about 6% 3%
the history, art, science and vision
of motion picture and television
science fiction script writers, set
designers and directors
Creating community oriented projects 5% 4%
and events that enable the public to
view and interact with museum exhibits
Developing and preserving an information 10% 2%
base, conducting educational programs, and
disseminating information through lectures,
conventions, exhibitions, seminars and
publications
Providing scholarships and educational 5% 5%
grants in aid to low-income students
Providing financial support to other 4% 5%
charitable organizations that maintain
tax exempt status
-6-
other expenses (i.e., insurance, utilities,
postage, and legal, etc.) _Q% _ 8 %
Total: 100% 100%*
*The above percentages are current estimates based upon the best judgment
of the Board, as the Foundation is newly formed and has only begun to undertake its
charitable and educational activities. The Board has not yet determined what
percentage of its revenue will be allocated to the specific educational and charitable
projects enumerated above in this Application. The Foundation anticipates that
commencing in 2013 or 2014, the percentage of its revenue and expenses devoted
to its charitable and educational activities should increase relative to the Founda-
tion's success in fundraising, and administrative expenses are not expected to
exceed the amounts projected in Part V, Financial Data.
The Foundation's SchoIarship Program
As mentioned above, the Foundation plans to design and implement a
program to provide youth from low income and very low income families with
scholarship opportunities. The Foundation's scholarship program is roughly
scheduled to begin in 2014 or 2015,. based upon the Foundation's anticipated
receipt of sufficient revenue to enable scholarships to be provided to financially
needed students. n this regard, 12 to 18 year-olds face unique challenges. For
many children, the paths they choose during this time become the direction for the
rest of their lives. Where opportunities are lacking, negative influences tend to fill
the void. ncluded as an exhibit to this Application is a draft of a Scholarship
Application that the Foundation proposes to utilize for grants to children from low
income families to enable them to attain a private high school or higher education,
including both undergraduate and graduate degrees at a college, university or trade
school of their choice, but who lack the financial means to pay for their education.
The Foundation intends to provide a limited number of scholarships for low
income persons who appear to lack the means to attain a formal higher education
and attain a high school, undergraduate or graduate degree from a college or
university of their choice. Scholarship grants, enabling selected persons to enroll in
a public or private high school, college, university or trade school of their choice, will
be awarded by a Grants Committee consisting of at least three (3) members of the
Foundation; all scholarship grants will be awarded on, a non-sectarian basis and
without reference to sex, age, religion, creed or national origin. Please see the.
sample form of Scholarship Application attached as an exhibit to this application.
Under no circumstances will any Foundation scholarship or grant in aid be provided
to any child of a member, officer, director, or other controlling person of the
Foundation, or to anyone who would or might be deemed to be a "disqualified
person" vis-a-vis the Foundation, or to anyone who by blood or marriage or by
business relationships is related to any such person. The Grants Committee may
award scholarship grants ranging in amount from $500 to $5,000 or more per
.-7-
applicant, depending upon the nature of the duration of the grant applied for, the
enrollment requirements and the availability of scholarship grants generally. All
applicants will be informed that the Foundation's grant funds are limited, that the
Foundation anticipates receiving many more applications than can be accommoda-
ted based upon anticipated available funding, that grantees are required to resubmit
their applications to the Foundation for each academic year at a high school,
college, university or trade school for which a scholarship grant may be requested,
and that the Foundation makes no representation or warranty that a scholarship
grant will be conferred for the benefit of any individual who may apply for such grant
or who may have received a prior scholarship grant from the Foundation.
As specifically stated on the face of the Scholarship Application, questions
regarding race/ethnic group and veteran status are intended to be used solely for
statistical record keeping purposes. They have nothing whatsoever to do with the
selection process. n this regard, the Foundation anticipates that it may be
requested from time to time by various governmental agencies, including but not
limited to the California Department Of Housing And Community Development, to
provide information as to the race/ethnic background of the applicants who apply for
and receive scholarships from the Foundation, and such information will be readily
available if requested as part of the Scholarship Application. The Foundation will not
utilize any information regarding an applicant's race/ethnicity or veteran status in
connection with its exempt purpose. All information in the Scholarship Application
will be kept strictly confidential and will not be utilized in connection with any
advertising or other media presentation by the Foundation or any affiliate of the
Foundation.
Periodic progress reports will be required regarding each recipient of a
Foundation scholarship grant, at least once a year, to determine whether the
grantee is actively participating in the education program selected by the applicant
and has performed the study and undertaken other educational activities that the
grant was intended to finance. n the event that such reports are unfavorable to the
grantee, or there are other indications that the scholarship grants are not being used
as intended, the Foundation will investigate and take corrective action. The
Foundation will keep accurate records relating to all scholarship grants made to
individuals, including (i) information obtained to evaluate grantees, (ii) identification
of grantees, including any relationship of the grantee to the Foundation sufficient to
make the grantee a disqualified person, (iii) the amount and purpose of each
scholarship grant, and (iv) follow-up information, including required annual reports
and investigation of jeopardized grants.
PubIication Of AvaiIabiIity Of The Foundation's SchoIarships
The Foundation plans initially to provide copies of its Scholarship Application
and its Financial Aid Application (draft copies of which are attached as exhibits to
this application) (i) to the principals of private and public high schools in Los Angeles
-8-
County, (ii) to the financial assistance departments of various colleges and
universities located in Los Angeles and surrounding Southern California communi-
ties, such as UCLA, UCR and UC, with the request that the applications be
distributed to interested students and their families, and (iii) to low income parents
who desire to enroll their children in undergraduate or graduate schools of their
choice. Applications for the Foundation's Scholarships or other grants in aid will
also be available on the Foundation's nternet website. The approximate number of
eligible candidates for scholarships will vary depending upon the number of children
whose parents desire to enroll them in the Foundation's Scholarship program. The
Foundation is presently unable to estimate the actual number of children from low
income families who may apply for scholarships or other fornris of for grants in aid
(such as reduced tuition to attend a public or private undergraduate, graduate, or
trade school of their choice - please see the below discussion following the caption
entitled "Promotion Of Sliding Fee Scale n Private Schools For Children From Low
ncome Families"). Although as stated above, the Foundation is presently unable to
accurately estimate the number of children from low income families who may apply
for scholarships or for other educational grants in aid under this program, it is
anticipated that at least 5 to 15 or more children from low income families per year
will be granted some form of Foundation scholarship or other educational grant in
aid, commencing if possible in 2013 or 2014 (depending upon the availability of
donated funding that is designated by the Foundation for such purpose).
t is presently anticipated that Foundation scholarship grants will be conferred
upon students desiring to attend colleges, universities or trade schools that are
located in the United States. However, if this proves not to be the case and the
Foundation provides scholarships for low income students who desire to attend a
college or university located outside of the United States, the Foundation will
exercise expenditure responsibility in order to ensure that its funding is utilized in
strict accordance with the manner in which it is intended by persons receiving
scholarship or grants who are located outside of the United States. n furtherance of
such commitment, the Foundation is submitting with this application its "Expenditure
Responsibility With Regard To Foreign Aids" (an executed original of which is
attached as an exhibit to this application).
More Specifics Of The Foundation's Grants In Aid Program
The Foundation anticipates receiving from low income families numerous
applications for financial aid for their children who desire to attend a high school,
college, university or trade school of the.student's or the parent's choice. The -
Foundation's selection process among low income applicants is explained as
follows:
1. A minor child's parent or guardian must apply for financial
assistance from the Foundation (see sample application forms enclosed as exhibits
to this application), and
.-9-
2. Be of low income or very low income. Low income is defined as
having a total family income, from all sources, at or below 80% of the median
income for the Los Angeles, California area. Very low income is defined as having a
total family income, from all sources, at or below 50% of the median income for the
Los Angeles, California area. As an example, the median household income for the
Los Angeles, California area is $55,476, and 80% of the median is $44,380. The
average applicant should fall at or below 80% of the median.
Depending largely upon the amount of funding that becomes available to the
Foundation, the Grants Committee (consisting of at least three (3) members of the
Board of Directors) will narrow the field of applicants to a more manageable group
which will consist of the most severe hardship cases (for example, very low income
and/or out of work parents). The final selection will also be made by the Grants
Committee, which may or may not include a blind draw of lots among the applicants
included in the selection process, depending upon the number of children from low
income families who apply for admittance to the Foundation.
Promotion Of SIiding Fee Scaie In Private
SchooIs For ChiIdren From Low-Income FamiIies
The Foundation will solicit the cooperation of various Los Angeles private
schools to provide reduced tuition admittance for children from low income families
on a sliding scale basis, according to ability to pay. To qualify for such reduced
charges, the parents of a child must verify income levels to the Fpundation. While
all families will be expected to contribute to the actual out-of-pocket cost of providing
their child's education, it is the Foundation's goal that no child will be turned away by
any participating private school due to inability to pay. Continuing eligibility for
financial assistance will be determined annually. To qualify for subsidized tuition,
the following sliding scale will be applied:
ncome Guidelines Cost To Low-ncome Parents
i
$20,000 per year or below* 25% (of regular tuition)
$25,001 - $30,000 40%
$35,001 - $40,000 50%
$45,001 - $50,000 75%
$50,001 - and above 100%
*Figures are based upon the combined gross income of both parents.
The Foundation is uncertain of how many, if any, private schools will adopt
the Foundation's proposed guidelines for admission into their schools of children
from low income families on a sliding fee basis, but great effort will be made to enlist
as many private schools as possible into the Foundation's educational programs,
with a view toward leveling the playing field for many Los Angeles children,
-10-
regardless of their parents' inability to pay the "standard rate".
Seminars and Workshops
The Foundation may conduct seminars and workshops for the purpose of
heightening public awareness about the need for charitable giving, especially for the
establishment of the museum and other educational and charitable causes that the
Foundation supports.-At such seminars and workshops, programs may be
conducted on the subject of fundraising for the development of the Foundation. A
typical outline of the topics covered in a fund raising seminar might be as follows:
1. dentifying appropriate fundraising projects and programs that promote the
museum and other educational activities worthy of the Foundation's encourage-ment
and ongoing support.
2. How to formulate and implement plans for effective fundraising for the
Foundation.
3. How to ask friends and acquaintances for financial support for the
Foundation.
4. Setting charitable gift giving goals for oneself and one's family unit.
5. Planning for Foundation future charitable and educational projects and
programs, and why this is important.
6. Vision planning (using visualization techniques to discover the
Foundation's needs both currently and in the future).
7. Examination of what each person may do to assist and participate in the
establishment of the museum and its educational interactive exhibits as well as
various educational or charitable projects offered by the Foundation.
8. Methods to achieve the implementation of constructive dialogue with
members of the community for the purpose of promoting and developing the
Foundation.
The Foundation will not charge any admission price for its seminars or
workshops and all services will be provided by volunteer workers and assisted by
the Foundation's officers. Whenever possible, meeting facilities will be provided
without charge by the Foundation's Board of Directors, officers or members, or by
anyone who desires to assist the Foundation in carrying out its charitable and
educational purposes.
-11-
Expenditure ResponsibiIity With Regard To Foreign Aids
As mentioned above, the Foundation anticipates that its charitable and
educational activities will take place wholly within the United States. However, as
the Foundation becomes established; the Foundation may award grants or scholar-
ships to individuals who may desire to attend a college or university in a foreign
country. The Foundation is for this reason submitting with this application its
"Expenditure Responsibility With Regard To Foreign Aids" (an executed original of
which is attached as an exhibit to this application). All recipients of Foundation
scholarships will be required to report and verify (by transcripts issued by the
educational institution attended) to the Foundation on an annual basis their
attendance at the designated college, university or trade school, their grades
received during the preceding school year, and any other information required by the
Foundation to be reported annually by scholarship recipients.
Compensation Of Officers. Administrative Staff And Others
To reduce operating costs and expenses, none of the officers or Directors of
the Foundation will for the foreseeable future be compensated for their time and
services rendered to the Foundation. All Foundation personnel will generally be
expected to volunteer their time and talents on a "pro bono" basis. Although no
officer or Director of the Foundation vvill initially receive a salary or any other form of
remuneration for his or her time, it will be the Foundation's policy to reimburse
officers and Directors upon their request for any actual out-of-pocket costs and
expenses incurred by them on behalf of the Foundation, provided that detailed
receipts or other similar evidence of the nature and amount of costs or expenses
incurred are provided to the Foundation for its records. n the event that in future
years the nature and extent of an officer's services to the Foundation require the
expenditure of a substantial portion of his or her time on Foundation matters,
compensation may begin to be paid which is commensurate therewith, but never in
excess of an hourly amount that (i) is reasonable as determined with reference to
the Foundation's annual revenue and other expenses incurred with respect to the
conduct of its charitable and educational activities, and (ii) does not exceed the
remuneration paid by other nonprofit tax-exempt museums to their senior
administrative personnel. n this regard, if compensation becomes payable in the
future to officers of the Foundation, such compensation will be based upon a survey
(conducted by the Board of Directors) of compensation paid by nonprofit museums
located in Los Angeles, California, to their senior level administrative personnel.
After the Foundation becomes established and can afford to begin paying
compensation to its lower level administrative staff and other full or pert time per-
sonnel who devote all or a substantial portion of their time to the Foundation, the
Foundation may pay an estimated hourly wage of $10 - $50 to such personnel,
depending upon their experience and qualifications. All compensation and other
remuneration payable to anyone must be approved by the Foundation's Board of
-12-
Directors, acting in strict accordance witli its Conflicts Of nterest Policy Statennent,
which the Foundation has patterned after the RS prototype form (per Appendix A to
the Form 1023 instructions). A copy of the Conflicts Of nterest Policy Statement is
attached to this application, after the caption "Conflicts Sta.".
Funding For The Foundation's EducationaI
Programs And Other CharitabIe Activities
The principal source of funding for the Foundation's educational and
charitable programs and activities as enumerated in this application is anticipated to
be from donations received from the public at large, from private foundations
(including grants received from corporations), from wealthy philanthropists and
movie and TV stars, and from officers and Directors of the Foundation and their
families and friends (in this anticipated order).
Persons of all ages, regardless of gender, race, creed, religion, ethnic,
cultural or national origin, will be encouraged to visit the museum and participate in
the Foundation's charitable and educational programs. The officers and Directors of
the Foundation and various philanthropic individuals as well as other corporations
and nonprofit organizations desiring to further the Foundation's educational and
charitable purposes are also anticipated to become part of the Foundation's support
structure.
The Foundation's fundraising program will consist of the following steps:
Preparation of project grant and/or educational fundraising mission
statements.
Putting together a project grant and/or educational activity fund
solicitation plan, including raising funds for the Foundation's
scholarship program (discussed in detail above).
dentifying potential donor prospects.
Training volunteer workers and instructors.
Making assignments for solicitations of donations.
Conducting actual solicitations of donations.
Scheduling of fundraising events and fundraising campaigns on the
nternet and via other fundraising activities, such as comedy shows,
concerts, dinners, lunches, picnics and the like.
Sending out "thank you" letters acknowledging the receipt of donations
.-13-
(please see the sample letter to donors attached as an exhibit to this
application, incorporated herein by reference).
Evaluation of the success of fundraising efforts.
As part of its fundraising plan, the Foundation's officers and Board of Directors will
provide the public with answers to the following questions:
The charitable and educational goals and objectives of the Foundation.
The effect on the connnnunity served by the Foundation.
How much money will need to be raised.
What are the potential sources of fundraising dollars.
What fundraising methods will be utilized and why.
How the Foundation will evaluate its success in achieving its charitable
and educational objectives.
The manner in which ddhors will be acknowledged or thanked for their
gifts to the Foundation. ,!;
The Foundation may also disseminate periodic newsletters (net yet drafted)
and may utilize mass mailings and public benefit announcements (not yet
conceived) in its nternet website (www.newstarship.com), newspapers, periodicals,
radio and television advertising to attract interest in the Foundation's charitable and
educational programs and to solicit public donations. The expense of such
advertising, publications and projects will be paid primarily from donations received
from the public.
With respect to solicitation of contributions, the Foundation will utilize various
means of communication including email, its nternet web site and other
state-of-the-art technologies. t is anticipated that funding will be acquired principally
through nternet solicitations but also through the following nine (9) secondary
methods in addition to its nternet solicitations:
Solicitations By Mail and Email
Newsletters
Special Fundraising Events (concerts, dinners, picnics, breakfasts, etc.)
Grants from high income individuals and companies
.-14-
Grants from other nonprofit, tax-exempt charitable organizations
Donations received from the public at large
Sale of books and other publications
Solicitation of donations and resale of motor vehicles
Sale of "T" Shirts and other Foundation
promotional merchandise and paraphernalia
As part of its fundraising program, the Foundation may also provide the use of
its TV and movie sets and memorabilia to couples and families who wish to host
special events, such as weddings and birthday parties. The revenue received from
such special events is anticipated to be relatively insignificant compared to
fundraising events such as dinners, picnics and breakfasts. t is anticipated that the
Foundation's museum and related educational and charitable programs will receive
financial support from large numbers of persons and companies who consider
themselves "Trekies" and who reside throughout the United States. To achieve this
result, the Foundation may utilize mass mailings and newspaper, periodical, radio
and television advertising and to conduct media campaigns to attract persons to
donate money, property and services to the Foundation. The expense of such
advertising will be paid primarily from such donations. The Foundation's solicitation
materials have not yet been developed but will be provided in the future upon your
request.
The Foundation will always be operated solely on a nonprofit basis, with any
annual excess of revenue over expenses utilized first for the museum operating
budget for the next following year and second for ancillary educational and
charitable programs described in this narrative. The expenses incurred in
conducting charitable and educational programs and activities will be funded
primarily through donations received from the public and to a much lesser extent
from donations received from officers and Directors.
Donation and ResaIe of Motor VehicIes
As mentioned above, the Foundation will solicit the donation of motor vehicles
for resale to the public as one method of raising funding for the conduct of its
educational and charitable activities. The following information is submitted -
regarding the Foundation's proposed motor vehicle donation program (which is not
anticipated to account at anytime for a significant portion of the Foundation's annual
revenue). Because of the large number of charities that presently solicit donations
of motor vehicles, and because of the time and expense incurred in making donated
vehicles fit for resale, the Foundation is considering entering into an agreement with
one or more companies ("Facilitators" or "Accommodators") whose business is to
assist nonprofit organization in soliciting donations of motor vehicles, rejuvenating
.-15-
the vehicles and reselling them to the public for profit. No potential Facilitators or
Accommodators have been selected or are currently being considered. A sample
draft form of Motor Vehicle Acquisition And Resale Agreement is attached as an
exhibit to this application. t is contemplated that Facilitators will place ads on behalf
of the Foundation in newspapers, auto trader publications and public service radio
announcements for the donation of motor vehicles to the Foundation. Facilitators
would then repair or recondition donated vehicles if needed and sell them "As-ls" to
the public. The net proceeds from such sales would then be divided between
Facilitators and the Foundation. Facilitators would absorb as part of their share of
the sales proceeds all advertising, repair, reconditioning and other costs of sale of
vehicles to the public. Those motor vehicles that cannot be restored to operable
condition will be sold for their scrap metal and parts value to junk yards.
The substantial fifty percent (50%) portion of the net sales proceeds received
by the Foundation will be utilized exclusively for the Foundation's charitable
purposes enumerated above and set forth in the application. A proposed form of a
contractual agreement between the Foundation and Facilitators is enclosed as an
exhibit to this application. The Foundation is mindful of the 1999 EOT 36-24 RS
exempt organizations CPE Text for fiscal year 2000, Chapter T, Fundraising ssues.
The Foundation will provide the substantiation statements required under RC
Section 170(f)(8), and the qualified written appraisals relating to the vehicles if
donations worth more than $500 are made. Regardless of whether the Foundation
does the paperwork itself or whether' the paperwork is done on its behalf, the
Foundation will ensure that the paperwork is done accurately in order to avoid the
penalties imposed for aiding and abetting in the preparation of a false tax return.
All donors of motor vehicles will continue to be provided with a contempor-
aneous written receipt for their donation, which will describe the vehicle donated but
will not refer to its current Kelly Blue Book retail or wholesale value, unless the value
of the vehicle exceeds $500. Acknowledgments will make reference to the ability to
claim a charitable deduction based upon the limitations set forth in Section 170 of
the nternal Revenue Code. The Foundation will not represent that any specific
amount is appropriate for donation pCirposes, although information will be provided
to assist the donor in determining the appropriate basis for claiming a deduction. No
"quid pro quo" value is expected to apply to any gifts of motor vehicles received by .
the Foundation, as donors will receive no remuneration in the form of money,
property or services for their donation of their motor vehicles. 100% of the proceeds
received by the Foundation will be utilized for the conduct of the educational and
charitable activities enumerated in this application. At present, no specific
Facilitators have been identified or contracted with and no portion of the procee'ds
derived by anyone from the sale of motor vehicles will be paid directly or indirectly to
any Director, officer or member of the Foundation, or to any family member of such
persons, and no Director, officer, or member, or any member of the family of such
persons, or any other person who could be deemed to be a disqualified person, will
benefit from or have any ownership interest in or control over any Facilitators.
-16-
As a charity working with a "commercial fundraiser," the Foundation will
provide a receipt to the donor within ninety (90) days of the date the gift was made
that describes the condition of the vehicle. f the Foundation sells the vehicle to a
dismantler before it issues the receipt, the receipt will include the amount the
dismantler paid for the vehicle. n accordance with Rev. Rul. 62-113,1962-2 C.B.
10, the Foundation will retain full control of the donated motor vehicle and the
ultimate discretion as to its use.
Because of the level of public financial support which is anticipated, the
Foundation believes that it qualifies as an organization which is not a private
foundation. The Foundation deems that it qualifies as a publicly supported
organization under RC Section 170(b)(1 )(A)(vi) or Section 509 (a)(2).
Adoption of the Interim Guidance For Motor VehicIe Donations
The Foundation is also aware of the issuance of TDNR JS-2484; Notice 2-5-
44 (the "nterim Guidance"), on the deductibility and substantiation requirements
relating to charitable contributions of qualifying motor vehicles. The Foundation
hereby accepts and agrees to comply with the letter and spirit of the nterim
Guidance. I n d o i n g so, the Foundation understands that under the nterim
Guidance, the deduction for donated vehicles is limited, with certain exceptions, to
the actual sale price of the vehicle when it is sold by the Foundation or an
Accommodator. Under the nterim Guidance, donors are allowed to claim a fair
market value ("FMV") deduction in cases where the Foundation either gives or sells
the vehicle at a low price to a needy individual, provided that such transfer furthers
the Foundation's purpose of helping a poor person in need of a vehicle.
CompIiance With Substantiation Requirements
The Foundation understands that no charitable deduction is allowed under
RC Sec. 170(a) for the contribution of a qualified vehicle with a claimed value in
excess of $500.00, unless the donor substantiates the contribution by a contempor-
aneous written acknowledgment from the Foundation. The Foundation hereby
assumes the responsibility of providing such written acknowledgments to donors of
motor vehicles (the Foundation is also aware that providing a false or fraudulent
acknowledgment, knowing failure to provide an acknowledgment, may expose the
Foundation to penalties under RC Section 6720).
The Foundation will provide written acknowledgments which contain the.name
and taxpayer identification number of the donor, the motor vehicle identification "
number, and the date of contribution, and which will othenwise be in form and
content as set forth as an attachment to this Application. n order to be contempor-
aneous, the written acknowledgment will be provided to donors Within 30 calendar
days of either (1) the date of contribution, or (2) the disposition of the vehicle by the
Foundation, whichever occurs first. The Foundation will inform donors that they
.-17-
must include a copy of the acknowledgment with their tax returns on which such
deductions are claimed. The additional required contents of the acknowledgment
depend upon whether the Foundation will (1) sell the qualified vehicle without any
significant intervening use or material improvement, (2) make significant intervening
usage of or material improvement to the vehicle prior to selling it, or (3) either
gratuitously transfer or sell the vehicle at a price significantly below FMV to a needy
individual in direct furtherance of the Foundation's educational and charitable
purpose of relieving the poor, distressed or underprivileged who are in need of
transportation.
For a qualified vehicle that is sold by the Foundation without significant
intervening use or material improvement, the acknowledgment will include the date
the vehicle was sold by the Foundation, the gross proceeds from the sale, certifica-
tion that the vehicle was sold in an arm's length transaction between unrelated
parties, and a statement to the donor that the deductible amount is limited to the
gross proceeds from that sale (see the Motor Vehicle Acquisition And Sale attach-
ment to this Application). For qualified vehicles for which the Foundation intends a
significant intervening use or to make a material improvement, the acknowledgment
will include (1) a certification and detailed description of the significant intervening
use and the intended duration of such usage, or the intended material improvement;
and (2) certification that the vehicle will not be sold prior to completion of such usage
or improvement. ,
For a qualified vehicle that the'Foundation intends to sell to a needy
individual at significantly below FMV (or to be gratuitously transferred to such a
person), the acknowledgment will also include a certification "that the Foundation
will make such transfer to a needy person, and that the sale or transfer will be in
direct furtherance of the Foundation's charitable purpose of relieving the poor and
distressed or the underprivileged who are in need of a means of transportation.
& ' ' ( )
CIaiming A Deduction At Fair Market VaIue
f the claimed value of the donated qualified vehicle exceeds $500.00, the
Foundation maybe limited under RC Sec. 170(f)(12), depending on how the Found-
ation uses the vehicle. f the vehiclejs sold by the Foundation without significant
intervening use or material improvement, the Foundation will inform donors that their
claimed deduction will be limited to the gross proceeds from the Foundation's sale of
such vehicle. However, if the Foundation makes significant use of and/or materially
improves the vehicle, the gross proceeds limitation does not apply and the .
Foundation will inform the donor that the fair market value of the vehicle must then
be substantiated by the donor.
The Foundation acknowledges its understanding that to constitute "significant
intervening use," the Foundation must actually use the vehicle in furtherance of its
regularly conducted activities, and the usage must be significant (per the nterim
Guidance, whether the usage is significant is determined depending on the nature,
-18-
frequency, extent and duration of the usage). Also, if the qualified vehicle is either
given to a needy individual or sold to such a person at a price significantly below
FMV in direct furtherance of the Foundation's purpose to relieve the poor, distressed
or underprivileged who are in need of a means of transportation, the gross proceeds
limitation also does not apply. The Foundation will inform donors that it is their
responsibility to substantiate the fair market value of the vehicle, although the
Foundation may provide limited assistance in this regard.
The Foundation will adopt the RS definition of a "material improvement," i.e.,
a major repair or upgrade that improves the condition of the qualified vehicle such
that the vehicle significantly increases in value. The Foundation understands that
"material improvements" do not include finish work (such as paint, rust proofing or
wax), dent or scratch removal, installation of theft deterrent devices, or the cleaning
or repair of upholstery. n addition, major repairs will not be considered to be
"material improvement" if they are funded by additional payments to the Foundation
by the donor of the qualified vehicle.
Determining Fair Market VaIue
For purposes of RC Sec. 170, FMV may be determined by reference to an
established used vehicle pricing guide. However, the Foundation is aware that the
dealer retail value listed for a particular vehicle in such a guide is not an acceptable
measure of the FMV of a similar vehicle. The Foundation is also aware that for cont-
ributions made after June 5, 2005, the acceptable measure of the FMV of a vehicle
is limited to amounts not in excess of the price listed in a used vehicle pricing guide
(such as the Kelley Blue Book) for private party sales of similar vehicles. f the
deduction is not limited to the gross proceeds for the sale of the vehicle, the Found-
ation will inform donors that they are required to provide a qualified appraisal as
substantiation for any deduction in excess of $500.00.
Contemporaneous Written AcI<nowIedaments
The Foundation will satisfy the contemporaneous written acknowledgment
requirement even if the date on which the vehicle was sold by the Foundation is
inadvertently not included, or the detailed description of the intended significant
intervening use or matter to be considered to satisfy the substantial improvement
test is insufficiently stated. The Foundation is aware that acknowledgments that are
considered contemporaneous for purposes of RC Section 170 will also be
considered contemporaneous for purposes of the RC Section 6720 penalties for
false or fraudulent acknowledgments, and for knowing failure to furnish proper
acknowledgments.
Committees
Committees to carry out the Foundation's fundraising activities will be formed
i -1.9-
and will be composed of the Foundation's members and persons who desire to
donate their time and talents to the Foundation and who express an interest in
joining in the fundraising process. Each committee will have a minimum of three (3)
persons (including the committee chairperson) to better delegate committee
responsibilities and achieve goals that the committee identifies.
The Foundation will not attempt to influence legislation or intervene in any
way in political campaigns. The Foundation will promote its charitable and
educational purposes and will not become politically active to effect changes in
legislation or to influence the legislative process in any other way.
Because of the level of public financial support which is anticipated, the
Foundation believes that it qualifies as an organization that is not a private
foundation. The Foundation deems that it will qualify as a publicly supported
organization under RC Section 170(b)(1)(A)(vi) or Section 509(a)(2).
The Museum Bookstore And Snack Booth
The Foundation may provide a bookstore containing sci fi related books,
posters, CD's and other memorabilia such as "T" shirts bearing the Foundation's
logo and the like, and a small snack booth for the convenience of persons visiting
the Museum. The Foundation maintains that a bookstore is integral to its purpose of
educating the public about the history, art and culture of science fiction, and that
almost all museums open to the general public provide a bookstore in some form for
similar educational and fundraising purposes. All net proceeds from the sale of sci fi
related books and other items, such as Foundation "T" shirts and other memorabilia
of the museum, are anticipated to be minimal in amount, and all net proceeds will be
utilized exclusively for the conduct of the Foundation's exempt purposes, including
but not limited to maintaining the museum and acquiring new exhibits. The snack
booth, if any, will sell very limited food items and will always be operated without
profit. t will be provided solely as a convenience to the comfort and well being of
the many anticipated visitors to the museum. For these reasons, the Foundation
requests that in your determination letter you provide that net proceeds from the
Foundation's operation of a bookstore and snack booth are integral to the operation
of the museum, and will not be deemed to constitute unrelated business income, so
long as the amount of such net proceeds from the bookstore and snack booth are
negligible in amount as compared to the Foundation's net receipts from its other
fundraising activities enumerated in the Application.
Ownership Of Patents. CoDvriahts And Other InteIIectuaI Property Rights
' 'i
n the event that the Foundation should author any publications or conceive of
any patentable intellectual property rights, all copyrights, patents, and the like will be
retained by the Foundation.
-20-
TotaI Abstention From Conduct Of Business
Aside from the museum book store, snack booth, event hosting (such as
weddings, parties, and fundraising events) and the token sale of "T" shirts and other
paraphernalia for fundraising/ publicity purposes, the Foundation will not, either
directly or indirectly, engage in the conduct of any business activities whatsoever.
Accordingly, the Foundation will not directly or indirectly import or export any items
for sale or other disposition either in the United States or in any foreign country. The
Foundation's purposes are exclusively educational and charitable in nature, and all
of the activities of the Foundation will be designed to further the museum and the
inter active educational exhibits that will be provided to the public.
The Board of Directors will meet (either in person or by telephone) on a
periodic basis for the purpose of considering the developmental and other ongoing
needs of the Foundation and to oversee and monitor the museum and its educa-
tional and charitable activities. The Board of Directors will also determine the nature
and scope of worthwhile educational projects that the Foundation may undertake, to
schedule and coordinate such activities, and to review the outcome of educational
activities previously conducted. The Foundation will maintain adequate records that
(i) describe the public benefit projects undertaken by the Foundation, (ii) indicate the
place and date(s) of activities related to such projects, (iii) indicate the names and
addresses of all persons who orchestrated or help to conduct such projects on
behalf of the Foundation, (iv) memorialize the rules and procedures under which
such projects were conducted, (v) designate the beneficiaries of such projects (if
other than the general public), and (vi) such other information as the Board of
Directors may require to be maintained.
Where And Bv Whom The Activities WiII Be Conducted
The Foundation has not yet entered into a lease of space for the establish-
ment of the museum and at present the Foundation's educational activities are
based out of the homes of its officers and Directors. The location of the museum
has not yet been determined by the Board of Directors of the Foundation but it will
probably be within Hollywood, California. The site for the museum will most likely be
a warehouse or other suitable facility large enough to accommodate a large
assortment of the museum's exhibits. Such facility will be rented from persons or
entities who are not directly or indirectly connected with or related by blood,
marriage or in business with any member, officer. Director or other controlling .
person who would or might be deemed to be a "disqualified person" vis-a-vis the
Foundation. Accordingly, in no event will any real estate be purchased or leased
directly or indirectly from any person who is an officer or member of the Board of
Directors, or could be deemed to be a "controlling person" or a "disqualified person"
vis-a-vis the Foundation, or from anyone who is related by blood or marriage to or in
business with any such persons.
-21-
The Foundation's activities will be determined and administered by its Board
of Directors, consisting of those persons identified in Part V, on page 2 of this
application. The Foundation will begin its operations in Los Angeles, California, but
will eventually extend ts activities to other cities and communities in Southern
California. The Foundation will also develop its nternet web site that may be viewed
atwww.newstarship.com.
A majority of the Board of Directors, but no less than three (3) persons, will
compose the Grants Committee of the Foundation, which will meet on at least a
quarterly basis for the purpose of considering applications for scholarships. As
noted above, it is anticipated that provided that sufficient funding has been received
by the Foundation, scholarships and grants in aid may commence to be conferred in
2013 or 2014, based upon (i) nominations for grants in aid and scholarships whom
the Grants Committee believes comply with the prerequisites enumerated above in
this narrative, and (ii) the order in which grant applications or nominations and
scholarship applications are received by the Foundation, and (ill) the availability of
grant and scholarship funds generally.
When The Activity Was Or WiII Be Initiated
J ,
Please refer to the Foundation's proposed agenda set forth below for
information regarding the Foundation's planned charitable and educational agenda
for 2012 - 2013. Having been incorporated in August 2012, the Foundation is still in
its infancy. During the period commencing in August 2012 through the filing date of
this application, the Foundation was focused on raising funding to cover the cost of
reconstructing the Starship Enterprise D movie set and the legal expense of
applying for federal and California tax-exempt status. The Foundation also made an
intensive review of the best methods to most effectively and expeditiously raise
public funding for the establishment of the museum and the conduct of its educa-
tional and charitable activities as enumerated in this application. The Foundation's
projected schedule of activities and events for the remainder of 2013 - 2014 is set
forth below. Being newly formed, the projected schedule of activities for the first full
year of operations is tentative and subject to change, as determined from time to
time by the Foundation's Board of Directors.
March. 2013
Board meeting. Evaluate the status of the construction of the first exhibit to
be displayed in the museum - the reconstructed Starship Enterprise D bridge set,
the remains of which was donated by Paramount Pictures to the Foundation. Begin
planning initial major fundraising event such as a dinner, picnic, breakfast, movie
showing or other theatrical performance. Determine the means by which the
Foundation may begin to conduct various media presentations for the solicitation of
donations from individuals, foundations and other nonprofits; begin search in
Hollywood, California, for leasehold real property such as a large warehouse for the
-22-
establishment of the museum. Evaluate the status of fundraising from the date of
the Foundation's incorporation through the filing date of the federal and California
applications for tax-exempt status.
ApriI. 2013
Co-host a major fundraising event with Make A Wish Foundatiori. Establish
the form and content of fundraising mailings and solicitations and consider
proposals for the expansion of the Foundation's website (www.newstarship.com) for
solicitations of gifts and grants from the public. Press release about the
Foundation's educational and charitable activities. Begin implementation of
fundraising programs so that the Foundation will acquire sufficient funding with
which to conduct and expand the museum and its educational and charitable
activities as enumerated in this application.
May. 2013
Board meeting. Establish dialogues with actors, producers, movie directors,
philanthropists and other nonprofit organizations that may provide financial support
for the museum, and continue soliciting grants and obtaining other assistance to
promote the museum and the Foundation's educational and charitable activities.
Determine status of the development of the Foundation's nternet web site.
June. 2013
Continue establishing dialogues with actors, producers, movie directors,
philanthropists and other nonprofit organizations that may support for the museum,
for the purpose of soliciting grants and obtaining other assistance to promote the
Foundation's educational and charitable activities. Review status of construction of
the Starship Enterprise D bridge set.
Board meeting. Conduct major fundraising event. Begin radio and television
public benefit announcements about the Foundation's educational and charitable
activities; communications with other nonprofit, tax exempt organizations that may
support the museum and continue to promote the Foundation's various educational
programs and activities.
August. 2013
Determine the status of finding a suitable warehouse or other facility in
Hollywood, California, for lease by the Foundation for the establishment of the
museum. Continue the solicitation of donations of sci fi move and TV sets and
props for display in the museum.
.-23-
September. 2013
Board meeting. Conduct fundraisihg event. Solicit applications from other
nonprofit tax-exempt organizations for Foundation grants to support the museum.
October. 2013
Continue dialogues with other exempt organizations having similar purposes
to those of the Foundation. Public announcement of specific protocols adopted by
the Foundation for fundraising, local business assistance, and scholarship and other
grant programs. Establish a format for future fundraising events such as lunches,
dinners, seminars and workshops and begin searching for appropriate locations for
the conduct of such fundraising activities.
November. 2013
Board meeting. Conduct another major fundraising event, such as a music
concert and dinner gala. Grants Committee meets to consider implementation of
the Foundation's scholarship program in 2014 or 2015.
December. 2013
Holidays. Continue discussions regarding the establishment in 2014 or 2015
of the Foundation's scholarship program by encouraging applications for Foundation
scholarships by high school children and college age students from low income
families in Southern California, whose children desire to attain a higher education
and learn about career opportunities in humanities, social sciences, and nonprofit
leadership ahd management.
January. 2014
Board meeting. Conduct another fundraising event. Continue with the
Foundation's charitable and educational projects and determine the status of
opening the museum. Continue fundraising campaign and disseminate letters to the
public, and solicit comments and active participation from interested persons willing
to donate their time at the museum. Review results of fundraising activities and
determine if adjustments or different approaches to fundraising should be
considered and implemented. Determine if the Foundation's outreach program is
being effective to alert the public of the educational and charitable programs and of
the many opportunities provided by the Foundation to participate in all aspects of
such programs.
February. 2014
Evaluation of first year operations and charitable activities. Begin detailed
.-24-
planning for next year's fundraising activities, and for the implementation of the
Foundation scholarship program for the benefit of students from low income
families, as detailed above in this application.
The projected schedule of activities is tentative and subject to change, as
determined from time to time by the Board of Directors of the Foundation.
Responses To Some Anticipated Questions Regarding the Foundation
The Foundation volunteers the following responses to some anticipated
questions you may have regarding this application:
(1) Will any facilities to be leased or purchased by the Foundation for conduct
of the museum, or for any other purpose, be acquired either directly or indirectly
from any office, Director, member or other controlling person or disqualified person
ofthe Foundation? f so, explain.
No. There will be no exceptions.
(2) Will there be any admittance charge made for entrance into the museum?
Yes. As stated in the above narrative, during times when public funding is
insufficient to permit free admission to the museum (such as during the Foundation's
formative years), the Foundation may charge a nominal entrance fee estimated to
be in the amount of $5 to $10 per adult and $2.50 to $5 per child over age 3 and
under age 12, to help offset the cost of constructing, maintaining, operating and
expanding the museum's exhibits. Although the Foundation anticipates (and has
projected in Part X, Financial Data) that there will at least initially be a nominal
admission charge for entrance into the museum, it will be the Foundation's
continuing goal to provide public access to the museum and all of its exhibits without
charge whenever possible. The achievement of such goal depends upon the
amount of annual donations and grants received by the Foundation.
(3) Why is your scholarship program being deferred until 2014 or 2015?
The Foundation's first priority is to raise sufficient funding through donations
received from the public and from its fundraising events and activities to establish
and maintain the museum. While the Foundation believes that its proposed
scholarship program is also important, it must be secondary to the accomplishment
ofthe Foundation's primary goal of reestablishing the museum. t is not until 2014
or 2015 that the Foundation anticipates that discretionary funding may become
available to enable the scholarship pi"ogram to be implemented.
(4) Will any of your scholarships or grants in aid be in the form of loans,
which must be repaid by the recipient children or their families?
.-25-
No. All Foundation scholarships and grants in aid will be conferred on a
completely free of charge basis to very low income recipients to enable them to
attend a college, university or trade school of their choice.
(5) Will Foundation scholarships or grants in aid be provided to any persons
who are related by blood or marriage to any officer, director or other controlling
person, or anyone who could be deemed to be a "disqualifying person" of the
Foundation?
No. As stated above, all members, officers, directors and other controlling or
disqualified persons vis-a-vis the Foundation, as well as their families and all
persons related to them by blood or marriage or in business, are completely
ineligible to receive any Foundation grant or scholarship.
(6) How will individual children from very low income families be selected to
receive your scholarships?
The Grants Committee of the Foundation will select which children from low
income families will receive Foundation financial assistance in the form of
scholarships. The actual number of children whose educational needs will be
served by the Foundation will depend in large part upon the availability of funding
generally from fundraising activities, grants and public donations received each year.
Although the Foundation will always operate on a nonprofit basis, there are still
costs which must be met, such as salaries for the museum's administrative staff,
museum facility rental, exhibit construction and maintenance costs, insurance,
utilities and the like. After these general "overhead" expenses are met, the
Foundation will provide scholarships to as many children and young adults from low
income families as funding will allow.
(7) How will low income persons be selected to receive a Foundation
scholarship?
*& )
The Grants Committee of the Foundation will select which low income
families, and children from low income families, will receive financial assistance in
the forrn of grants in aid or scholarships, as applicable. As mentioned in the above
narrative, copies of the Scholarship Application will be provided to local high
schools, colleges, and universities initially located in Los Angeles and surrounding
areas. Candidates for Foundation grants in aid may also be obtained from lists
compiled of names and addresses of low income persons that are in turn drawn
from mailing lists obtained from the Department of Social Services (or equivalent) in
various major cities whose low income populations are served by the Foundation.
As many low income persons as the Foundation's funding will accommodate (to be
determined on a year-to-year basis, commencing in 2014, or 2015) will be invited to
apply for financial assistance from the Foundation, and all applicants must submit a
completed Financial Assistance Application to the Foundation, a draft of which is
attached as an exhibit to this application. The Financial Assistance Application will
-26-
be made available in both Englisli and Spanisli. Also as stated above, tine actual
number of recipients will largely depend upon the availability of funding generally
from private grants and public donations received each year. Although the
Foundation will always operate on a nonprofit basis, there are still costs that must be
met such as compensation for full and part time teaching and administrative staff,
facility rental, utilities and the like. After these general overhead expenses are met,
the Foundation will provide its charitable benefits to as many low income persons as
possible.
(8) How many scholarships will be provided to financially needy students
each year?
t is difficult for the Foundation to estimate the number of financially needy
children and young adults who will receive scholarships from the Foundation, but the
number is predicted to be between 5-15 per year (commencing in 2014 or 2015).
The actual number will depend, in part, upon the adequacy of Foundation funding to
supplement what low income parents are able to pay for their children's education,
and the amount of grant funding received by the Foundation from outside sources,
such as from grants from private foundations, wealthy philanthropists and other
public charities.
(9) Will any Foundation members, officers, directors or other controlling
persons receive compensation for their time or services?
Not initially. As stated above in the narrative under the caption labeled
"Compensation Of Officers, Administrative Staff And Others", in order to reduce
operating costs and expenses, the officers and directors of the Foundation will for
the foreseeable future receive no compensation or remuneration in any form for their
substantial time and services to be rendered on behalf of the Foundation, and all
Foundation personnel will at the outset be expected to volunteer their time and
talents on a "pro bono" basis. t will, however, be the Foundation's policy to
reimburse officers and Directors upon their request for any actual out-of-pocket
costs and expenses incurred by them on behalf of the Foundation, provided that
detailed receipts or other similar evidence of the nature and amount of costs or
expenses incurred are provided to the Foundation for its records. n the event that
in future years the nature and extent of an officer's services to the Foundation
require the expenditure of a substantial portion of his or her time on Foundation
matters, compensation may begin to be paid which is commensurate therewith, but
never in excess of an hourly amount that (1) is reasonable as determined with -
reference to the Foundation's annual revenue and other expenses incurred with
respect to the conduct of its charitable and educational activities, and (ii) does not
exceed the remuneration paid by other nonprofit tax-exempt museums to their
senior administrative personnel. n this regard, if compensation becomes payable in
the future to officers of the Foundation, such compensation will be based upon a
survey (conducted by the Board of Directors) of compensation paid by nonprofit
museums located in Los Angeles, California, to their senior level administrative
.-27-
personnel. Additionally, after the Foundation becomes established and can afford to
begin paying compensation to its lower level administrative staff and other full or
pert time personnel who devote all or a substantial portion of their time to the
Foundation, the Foundation may pay an estimated hourly wage of $10 - $50 to such
personnel, depending upon their experience and qualifications. All compensation
and other remuneration payable to anyone must be approved by the Foundation s
Board of Directors, acting in strict accordance with its Conflicts Of nterest Po icy
Statement, which the Foundation has patterned after the RS prototype form (per
Appendix A to the Form 1023 instructions). A copy of the Conflicts Of nterest Policy
Statement is attached to this application, after the caption "Conflicts Sta.".
(10) Who will own the patents, copyrights and intellectual property rights with
respect to your Foundation's nternet website and other printed materials mentioned
in your narrative?
All intellectual property rights, including patents, copyrights and trademarks, if
any, arising from the Foundation's nternet website, and all other literary works and
inventions, if any, will be retained by the Foundation in its own name.
(11) Has the Foundation's Board of Directors adopted a specific conflicts of
interest policy statement regarding its grants in aid and scholarship program?
!
Yes. The Foundation's Board of Directors has adopted a comprehensive
conflicts of interest policy statement, based upon the RS recommended conflicts of
interest policy statement in the instructions to Form 1023. A true and correct copy of
the Foundation's conflicts of interest policy statement is submitted as an attachment
to the Application, under the caption labeled "Conflicts Sta.", and by reference
incorporated herein.
(12) You mentioned in your application that your museum will include a
bookstore and a snack booth. Why are the projected net proceeds from such
activities not included as unrelated business income in Part X, line 4?
As stated in the Application, the Foundation may provide a bookstore
containing science fiction related books, CD's and other memorabilia such as "T"
shirts bearing the Foundation's logo and the like, and a small snack booth for the
convenience of persons visiting the museum. The Foundation maintains that a
bookstore is integral to its purpose of educating the public about the history, art,
music and culture of movie and TV science fiction, and that almost all museums
open to the general public provide a bookstore in some form for similar educatFonal
and fundraising purposes. All net proceeds from the sale of books and other items,
such as Foundation "T" shirts and other memorabilia of the museum, are anticipated
to be minimal in amount, and all net proceeds will be utilized exclusively for the
conduct of the Foundation's exempt purposes, including but not limited to main-
taining the museum and acquiring new exhibits. The snack booth, if any, will sell
very limited food items and will always be operated without profit. t will be provided
-28-
solely as a convenience to the comfort and well being of the many anticipated
visitors to the museum. For these reasons, the Foundation believes that a book-
store and snack booth are integral to the operation of the museum, and should not
be deemed to constitute unrelated business income, so long as the amount of such
net proceeds from the bookstore and snack booth are negligible in amount as
compared to the Foundation's net receipts from its other fundraising activities
enumerated in the Application.
(13) Will there be any charge made to anyone for all or any part of the
charitable and educational services to be provided by your Foundation?
Aside from admission to the museum (discussed above), use of the
museum's sets and memorabilia for events, and for attendance at the Foundation's
fundraising events (such as dinners, picnics, breakfasts, and the like), there will be
no charge to anyone for the Foundations charitable and educational activities. All
performers at the Foundation's events will donate their time on a completely pro-
bono basis. Tickets to the Foundation's fundraising events will be sold to the public
at large. The Foundation plans to hold approximately 4 fundraising events per year,
and anticipates raising approximately $10,000 in ticket sales per event during 2013.
As the Foundation becomes more established, the Foundation anticipates that it will
sell more tickets to its fundraising events and raise niore money that will be applied
directly towards the Foundation's charitable and educational projects and activities.
(14) Will your organization now or in the future directly or indirectly support
any political candidate(s) for public office, or seek to have any legislation enacted
into law?
No. The Foundation will at all times remain totally non-political, and will not
support, endorse, or donate money to any candidate seeking election to public
office, and will not seek the adoption of any specific legislation, statute or ordinance,
or the repeal of any legislation, statute or ordinance now in effect.
(15) Will your foundation be engaged in any form of business activities?
No. Please see the Foundation's response to question 12 above,
incorporated herein by reference. The Foundation's activities will be strictly limited
to the educational and charitable activities discussed in this application. n doing so,
the Foundation will not engage in any business for profit of any kind.
The Foundation hereby represents that all of the statements and under-:
takings made in this Application are true and correct in their entirety, and will remain
so as long as the Foundation continues in existence. The Foundation will report (in
its annual Form 990 and/or by written correspondence) any material change in its
manner of operations, its educational and charitable purposes, or its methods of
operation. The Foundation cannot, of course, anticipate all possible questions
regarding this application, and the Foundation will promptly respond to any
additional questions you may have.
.-29-
Form 1023 (Rev. 6-2006)
Na,,e; NEW STARSHI P FOUNDATI ON
EiN: 4 6 - 1 0 5 8 8 1 0 Paga 3
Pa r t V Compensation and Other FinanciaI Arrangements With Your Officers, Directors, Trustees,
EmpIoyees, and Independent Contractors (Continued)
b List the names titIes and maiIing addresses of each of your five highest compensated empIoyees who receive or wiII
r^ce ve c o m p I n S of more th^an $50, 000 per year. Use the actuaI figure, if avaiIabIe Refer to the ;ns ruct'ons for
i S a ^ o n on what to incIude as compensation. Do not incIude officers, directors, or trustees Iisted n iine I a.
Name
TitIe
MaiIing address
Compensation amount
(annuaI actuaI or estimated)
N/ A
o List the names, names of businesses, and maiIing addresses of your five highest compensated i ndependent con^^^^^^
that receive or wiII receive compensation of more than $50, 000 per year. Use the actuaI figure, if avaiIabIe. Refer to the
instaictions for infomiation on what to incIude as compensation.
Name
N/ A
TitIe
MaiIing address
Compensation amount
(annuaI actuaI or estimated)
The foIIowing "Yes" or "No" questions reIate to past, present, or p/anned reIationships, transactions, or agreements with your officers,
directors, trustees, highest compensated empIoyees, and highest compensated independent contractors Iisted in Iines 1a, 1b, and 1 c . -^ -
2a Are any of your officers, directors, or trustees reI ated to each other through fami I y or business 0 Yes No
reIationships? If "Yes," identify the individuaIs and expIain the reIationship.
b Do you have a business reIationship with any of your officers, directors, or trustees other than Yes 0 No
through their position as an officer, director, or trustee? If "Yes," identify the individuaIs and describe
the business reIationship with each of your officers, directors, or tnjstees.
0 Are any of your officers, directors, or tmstees reIated to your highest compensated empIoyees or
highest compensated independent contractors Iisted on Iines 1b or 1c through famiIy or business
reIationships? If "Yes," identify the individuaIs and expIain the reIationship.
3a For each of your officers, directors, tmstees, highest compensated empIoyees, and highest
compensated independent contractors Iisted on Iines 1a, I b, or 1c. attach a Iist showing their name,
quaIifications, average hours worked, and duties.
b Do any of your officers, directors, trustees, highest compensated empIoyees, and highest
compensated independent contractors Iisted on Iines I a, 1b, or 1c receive compensation from any
other organizations, whether tax exempt or taxabIe, that are reIated to you through common
controI? If "Yes," identify the individuaIs, expIain the reIationship between you and the other
organization, and describe the compensation an-angement.
Yes H No
Yes EZl No
4 In estabIishing the compensation for your officers,!directors, trustees, highest compensated
empIoyees, and highest compensated independent contractors Iisted on Iines I a, I b, and 1c, the
foIIowing practices are recommended, aIthough they are not required to obtain exemption. Answer
"Yes" to aII the practices you use.
a Do you or wiII the individuaIs that approve compensation an-angements foIIow a confIict of interest poIicy? ( 2 Yes
b Do you or wiII you approve compensation arrangements in advance of paying compensation? 0 Yes
c Do you or wiII you document in writing the date and terms of approved compensation an-angements? 13 Yes
Form, 1 0 2 3 (Rev. 6-2006)
No
No
No
Na.e: NEW STARSHIP FOUNDATION EIN: ^ B ^ ^ O ^
Compensation and Other FinanciaI Arrangements With Your Officers, Directors, Trustees,
Part V
w ^
EmpIoyees, and Independent Contractors (Continued)
0 Yes No
12 Yes No
d Do you or wiII you record in writing the decision made by each individuaI who decided or voted on 0 Yes No
compensation arrangements?
e Do vou or wiII you approve compensation arrangements based on Information about compensation paid by
simiIarIy situated t^abI e or tax-exempt organizations for simiIar services current compensation su^eys
compiIed by independent firms, or actuaI written offers from simiIarIy situated organizations? Refer to the
instructions for Part V, Iines I a, 1b. and 1c, for information on what to incIude as compensation.
f Do you or wiII you record in writing both the information on which you reIied to base your decision
and its source?
g If you answered "No" to any Item on Iines 4a through 4f, describe how you set compensation that is
reasonabIe for your officer^ directors, trustees, highest compensated empIoyees, and highest
compensated Independent contractors Iisted in Part V, Iines I a, 1b, and 1c.
5a Have you adopted a confIict of interest poIicy consistent with the sampIe confIict of interest poIicy ^ yes No
in Appendix A to the instructions? If "Yes," provide a copy of the poIicy and expIain how the pohcy
has been adopted, such as by resoIution of your governing board. I f ' No, answer Iines 5b and 5c.
b What procedures wiII you foIIow to assure that persons who have a confIict of interest wiII not have
infIuence over you for setting their own compensation?
c What procedures wiII you foIIow to assure that persons who have a confIict of Interest wiII not have
infIuence over you regarding business deaIs with themseIves?
Note: A confIict of interest poIicy is recommended though it is not required to obtain exemption.
HospitaIs, see ScheduIe C, Section 1, Iine 14.
6a Do you or wiII you compensate any of your officers, directors, trustees, highest compensated ennpIoyees. . Yes EI No
and highest compensated independent contractors Iisted in Iines I a, 1b, or 1c though non-fix^^ _
- payments, such as discretionary bonuses or revenue-based payments? If "Yes," describe aII non-fixed
compensation arrangements, incIuding how the amounts are determined, who Is eIigibIe for such
arrangements, whether you pIace a Iimitation on totaI compensation, and how you detemiine or wHI
determine that you pay no m^ore than reasonabIe compensation for sen/ices. Refer to the instructions for
Part v. Iines I a, I b. and 1c. for information on what to IncIude as compensation,
b Do you or wiII you compensate any of your empIoyees, other than your officers, directors, trustees yes 0 No
or your five h ghest cor^^pensated empIoyees who receive or wi I receive compensation of more than
$ 5 per yi ar, through non-fixed payments, such as discretionary bonuses or revenue-based
payments? If "Yes." describe aII non-fixed compensation arrangements, incIuding how the amounts
are o^r wiII be det e^I ned, who Is or wiII be eIIaibIe for such arrangements, whether you pIace or w^
p ace a Iimitation on totaI compensation, and Bow you determine or wiII de ernn^^ne ha you pay no
more than reasonabIe compensation for services. Refer to the instructions for Part V. Iines I a, I b,
and 1 c, for information on what to incIude as compensation.
7a Do you or wiII you purchase any goods, services, or assets from any of your officers, directors Yes 0 No
trustees, highest compensated empIoyees, or highest compensated independent contractors ^ e d in
Iines 1 a 1 b%r 1 c? If "Yes," describe any such purchase that you made or intend to make, from
whom you make or wiII make such purchases, how the temis are or wiII be negotiated at arm s
Iength, and expIain how you determine or wiII determine that you pay no more than fair market
vaIue. Attach copies of any written contracts or other agreements reIating to such purchases.
b Dovouorwillyousellanygoods, services, or assets to any of your officers, directors, trustees, Yes 0 No
highest compensated empIoyees, or highest compensated independent contractors Iisted in Iines I a,
1b or 1c? If "Yes " describe any such saIes that you made or intend to make, to whom you make or
wIIi make such saIes, how the terms are or wiII be negotiated at arm's Iength, and expIain how you
determine or wiII determine you are or wiII be paid at Ieast fair market vaIue. Attach copies of any
written contracts or other agreements reIating to such saIes.
8a Do you or wiII you have any Ieases, contracts, Ioans, or other agreements with your officers, directors, 0 Yes No
tnjstees, highest compensated empIoyees, or highest compensated independent contractors Iisted In
Iines I a, I b. or 1c? If "Yes," provide the Information requested in Iines 8b through 8f.
b Describe any written or oraI, an-angements that you made or intend to make. -
c Identify with whom you havjp or wiII have such an-angements.
d ExpIain how the terms are or wiII be negotiated at arm's Iength.
ExpIain how you determine you pay no more than fair market vaIue or you are paid at Ieast fair market vaIue.
f Attach copies of any signed Ieases, contracts, Ioans, or other agreements reIating to such arrangements.
98 Do you or wiII you have any Ieases, contracts, Ioans, or other agreements with any organization in Yes 0 No
which any of your officers, directors, or trustees are aIso officers, directors, or trustees, or in which
any individuaI officer, director, or trustee owns more than a 35% interest? If "Yes," provide the
infonnation requested in Iines 9b through 9f. ^ ^
Form, 1 0 2 3 (Rev. 6-2006)
NEW STARSHIP FOUNDATION
EIN: 46-1058810
ADDENDUM to Part V
Compensation and Other FinanciaI Arrangements With Your Officers,
Directors, Trustees, EmpIoyees, and Independent Contractors
ADDENDUM To Part V. Lines I a and I b
Name Title Mailing Address
Compensation
Amount
ANDREW PROBERT Director
RCK STERNBACH Director
DOUG DREXLER Director
LARRY NEMECEK Director
DAVD GERROLD Director
RCHARD ARNOLD Director
TMOTHY M. EARLS Director
17 Chapman Place none*
Leominster, Ma 01453
12417 Hesby St. none*
Valley Village, CA 91607
10461 Cumpston St. none*
North Hollywood, CA 91607
904 E. Fairmount Rd. none*
Burbank, CA 91501
9420 Reseda Blvd. #804 none*
Northridge, CA 91324
5036 Coldwater Canyon #303 none*
Sherman Oaks, CA 91423
1707 Micheltorena St. Apt 306 none*
Los Angeles, CA 90026
* To reduce operating costs and expenses, none of New Starship
Foundation's (the "Foundation") officers or Directors will for the foreseeable future
receive compensation or remuneration in any form or amount. All of the
Foundation's personnel will be expected to volunteer their time and talents
completely on a "pro bono" basis. After the Foundation becomes established and
can afford to begin paying compensation to its teachers, administrative and clerical
staff, the Foundation will pay an estimated hourly wage of $10 - $50 to such
personnel, depending upon their experience and qualifications. All of the
Foundation's officers and Directors will for the foreseeable future continue to serve
without compensation. Although no officer or Director of the Foundation will initially
receive a salary or any other form of remuneration for his or her time, it will be the
Foundation's policy to reimburse all officers and Directors upon their request for any
-1-
actual out-of-pocket costs and expenses incurred by them on behalf of the
Foundation, provided that detailed receipts or other similar evidence of the nature
and amount of costs or expense incurred are provided to the Foundation for its
records.
When the Foundation becomes able to do so, the Foundation may begin
paying salaries in reasonable amounts to its officers who contribute a substantial
portion of their time to the conduct of the Foundation's matters. n the event that the
nature and extent of an officer's services to the Foundation require the expenditure
of a substantial portion of his or her time in the conduct of the Foundation's
charitable and educational activities, compensation may also begin to be paid that is
commensurate therewith, but never in excess of an amount that is reasonable as
determined with reference to the Foundation's annual revenue and other expenses
incurred with respect to its educational and charitable activities. The Foundation
may pay an estimated hourly wage of $25 - $50 to such officers, depending upon
their experience and qualifications. All compensation and other remuneration
payable to anyone must be approved by the Foundation's Board of Directors, acting
in strict accordance with its conflicts of interest policy, which the Foundation has
patterned after the RS prototype form (per Appendix A to the Form 1023
instructions).
For more information about the Foundation's officers and Directors, please
see their Bios, attached as an addendum hereto and incorporated herein by
reference.
ADDENDUM To Part V. Line 2a
Huston Huddleston, President and a Director of the Foundation, is the son of
Nancy Adams Huddleston, Vice President, Treasurer and a Director of the
Foundation. Aside from the relationship between Huston Huddleston and Nancy
Adams Huddleston, none of the officers or Directors of the Foundation are related by
blood, marriage or in business. Therefore, the majority of the Directors are
completely unrelated, and representative of the community served.
ADDENDUM To Part V. Line 3a
None of the Foundation's officers or Directors receive compensation. The
Foundation's response to Part V, Lines 1a and 1b, set forth at the beginning of this
addendum, is incorporated herein by reference.
ADDENDUM To Part V. Lines 8b. 8c. 8d. and 8e
The Foundation has entered into a lease with Huston Huddleston and Nancy
Adams Huddleston to rent space within their home located at 14926 Martha Street,
Los Angeles, California 91411, for an initial term of one (1) year at a token rental of
-2-
ONE DOLLAR ($1.00), on which property the Foundation will hold some of its
classes and conduct other educational and charitable activities. The Foundation will
be required to pay its fair, proportionate share of real estate taxes and utilities. A
true, correct and complete copy of the lease between Huston Huddleston, Nancy
Adams Huddleston and the Foundation is attached hereto as an exhibit under the
caption "Lease". t is anticipated that the term of the lease between Huston
Huddleston, Nancy Adams Huddleston and the Foundation will be extended beyond
its initial one (1) year term so that access to the facilities provided by Huston
Huddleston and Nancy Adams Huddleston will always be available to the
Foundation.
ADDENDUM To Part V. Line 9b
No employment or independent contractor written contracts have been
entered into between the Foundation and any organization in which the Foundation's
officers. Directors or trustees are also officers, Directors or trustees, or in which any
individual officer. Director or trustee owns more than a 35% interest, and none are
contemplated. For additional information, please see the Foundation's narrative
response to Part V, incorporated herein by reference.
ADDENDUM To Part V. Line 9c
None. Please see the Foundation's narrative response to Part V, incorp-
orated herein by reference.
ADDENDUM To Part V. Line 9d
All compensation and other remuneration payable to anyone must be
approved by the Foundation's Board of Directors, acting in strict accordance with its
conflicts of interest policy, which the Foundation patterned after the RS prototype
f o r m (Appendix A to the Form 1023 instructions).
ADDENDUM To Part V. Line 9e
All officer compensation must be approved by the Foundation's Board of
Directors, acting in strict accordance with its conflicts of interest policy, patterned
after the RS prototype form.
ADDENDUM To Part V. Line 9f
N/A
.-3-
Fom, 1023 ,Rev. 6-20061 Name: NEW STARSHIP FOUNDATION ein: 4 6 - 1058810 ^
Compensation and Other FinanciaI Arrangements With Your Officers, Directors, Trustees,
EmpIoyees, and Independent Contractors (Continued)
Part V
b Describe any written or orai an-angements you made or intend to make,
c Identify with whom you have or wiii have such arrangements,
d ExpIain how the terms are or wiII be negotiated at arm's Iength.
e ExpIain how you determine or wiII detemnine you pay no more than fair market vaIue or that you are
paid at Ieast fair market vaIue,
f Attach a copy of any signed Ieases, contracts, Ioans, or other agreements reIating to such an-angements.
Part VI
. . Your Members and Other IndividuaIs and Organizations That Receive Benefits From You
" e "I owi ng "Yes" or "No" questions reIate to goods, services, and funds you provide to individuaIs and organizations as part
of your activities. Your answers shouId pertain to past, present, and planned activities. (See instructions.)
I a in carrying out your exempt purposes, do you provide goods, services, or funds to individuaIs? If 0 Yes No
"Yes." describe each program that provides goods, services, or funds to individuaIs,
b in carrying out your exempt purposes, do you provide goods, services, or funds to organizations? If 0 Yes No
"Yes," describe each program that provides goods, services, or funds to organizations. ^
> Do any of your programs Iimit the provision of goods, services, or funds to a specific individuaI or Yes 13 No
group of specific individuaIs? For exampIe, answer "Yes." if goods, services, or funds are provided
onIv for a particuIar individuaI, your members, individuaIs who work for a particuIar empIoyer, or
graduates of a particuIar schooI. If "Yes," expIain the Iimitation and how recipients are seIected for
each program.
} Do any individuaIs who receive goods, services, or funds through your programs have a famiIy or Yes El No
business reIationship with any officer, director, trustee, or with any of your highest compensated
empIoyees or highest compensated independent contractors Iisted in Part V, Iines I a, I b, and 1cZ If
"Yes " expIain how these reIated individuaIs are eIigibIe for goods, services, or funds.
Part VII Your History
The foIIowing "Yes" or "No" questions reIate to your history. (See instmctions.)
1 Are you a successor to another organization? Answer "Yes." if you have taken or wiII take over the Yes 0 No
activities of another organization; you took over 25% or more of the fair market vaIue of the net
assets of another organization; or you were estabIished upon the conversion of an organization from
for-profit to non-profit status. If "Yes." compIete ScheduIe G.
Are you submitting this appIication more than 27 months after the end of the month in which you
were IegaIIy formed? If "Yes," compIete ScheduIe E.
Yes 0 No
Part VIII Your Specific Activities :
The foIIowing "Yes" or "No" questions reIate to specific activities that you may conduct. Check the appropriate box. Your
answers shouId pertain to past, present, and p/anned activities. (See instmctions.)
Yes 0 No
Yes 0 No
Do you support or oppose candidates in poIiticaI campaigns in any way? If "Yes." expIain. Yes 0 No
2a Do you attempt to infIuence IegisIation? if "Yes," expIain how you attempt to infIuence IegisIation
and compIete Iine 2b. If "No," go to Iine 3a.
b Have you made or are you making an eIection to have your IegisIative activities measured by
exoenditures by fiIing Form 5768? if "Yes," attach a copy of the Form 5768 that was aIready fiIed or
attach a compIeted Form 5768 that you are fiIing with this appIication. If "No." describe whether your
attempts to infIuence IegisIation are a substantiaI part of your activities. IncIude the time and money
spent on your attempts to infIuence IegisIation as compared to your totaI activities.
3a Do you or wiII you operate bingo or gaming activities? If "Yes," describe who conducts them, and Yes 0 No
Iist aII revenue received or expected to be received and expenses paid or expected to be paid in
operating these activities. Revenue and expenses shouId be provided for the time periods specified
in Part iX, FinanciaI Data.
b Do you or wiII you enter into contracts or other agreements with individuaIs or organizations to Yes 0 No
conduct bingo or gaming for you? If "Yes." describe any written or oraI an-angements that you made
or intend to make, identify with whom you have or wiII have such arrangements, expIain how the .
ternis are or wiII be negotiated at arm's Iength, and expIain how you determine or wiII determine you
pay no more than fair market vaIue or you wiII be paid at Ieast fair market vaIue. Attach copies or
any written contracts or other agreements reIating to such arrangements.
c List the states and IocaI jurisdictions, incIuding Indian Reservations, in which you conduct or wiII
conduct gaming or bingo. --
Form 1 0 2 3 (Rev. 6-2006)
NEW STARSHIP FOUNDATION
EIN: 46-1058810
ADDENDUM to PART VI
Your Members and Other IndividuaIs and
Organizations That Receive Benefits From You
ADDENDUM to Part VI. Line I a
Except for New Starship Foundation's (the "Foundation") museum, restoration
of the bridge of the Starship Enterprise, similar projects of a restorative nature in
order to expand the museum's science fiction exhibits, interactive educational
"missions" for students, scholarship and financial aid programs described in
Schedule "H", and donations made to other exempt RC section 501(c)(3) chanties
that promote the same educational activities and charitable purposes that the
Foundation promotes, no "persons" in the literal sense will receive any goods,
services or funds from the Foundation. For additional information, please see the
extensive narrative portion in Part V of this application, the provisions of which are
by this reference incorporated herein.
ADDENDUM To Part VI. Iine I b
The charitable services provided by the Foundation are detailed in the
narrative portion of Part V, incorporated herein by reference. n addition to
providing scholarships and other forms of grants in aid, and provided that
discretionary funding becomes available after all annual Foundation program
expenses are met, the Foundation may begin to provide financial and other support
to other nonprofit, tax exempt organizations that promote similar causes as the
Foundation, such as such as educating the public about promoting self discovery,
and fostering the art, science and technology of motion pictures and television.
Such expenditures will be made in accordance with the following general
parameters: (i) applications or nominations of grant recipients whom the Grants
Committee believe comply with all of the charitable purposes and goals of the
Foundation are received, (ii) the order in which grant applications or nominations are
received by the Foundation is determined, and (iii) the availability of grant funds,
generally is considered and acted upon accordingly. A sample list of other tax
exempt organizations that may receive financial support from the Foundation
(provided that discretionary funding becomes available from time to time) is as
follows:
Make A Wish Foundation of Greater Los Angeles
1875 Century Park East, Suite 950
Los Angeles, CA 90067
EN: 95-4107024
California Science Center Foundation
700 Exposition Park Drive
Los Angeles, CA 90037
EN: 95-2210527
Experience Learning Community/
EMP and Science Fiction Museum
300 8th Ave N.
Seattle WA 98109
EN: 91-1626784
Habitat For Humanity of Greater Los Angeles
17700 S. Figueroa Street
Gardena, CA 90248
EN: 33-0416470
No officer. Director, member or any other controlling person vis-a-vis the Foundation
is directly or indirectly related by blood, marriage or in business with any person
connected with any of the above-referenced organizations.
Form 1023 (Rev. 6-2006) Name: NEW STARSHIP FOUNDATI ON E&': 4 6 - 1058810 P j ^
Your Specific Activities (Continued) Part ViII
4a Do you or wiII you undertake fundraising? If "Yes," check aII the fundraising programs you do or wiII Zl Yes No
conduct. (See instructions.)
l a mail solicitations El phone solicitations
EZl email solicitations 0 accept donations on your website
0 personaI soIicitations receive donations from-another organization's website
0 vehicIe, boat, pIane, or simiIar donations 0 government grant soIicitations
H foundation grant soIicitations H Other
Attach a description of each fundraising program.
Do you or wiII you have written or oraI contracts with any individuaIs or organizations to raise funds
for you? If "Yes," describe these activities, incIude aII revenue and expenses from these activities
and state who conducts them. Revenue and expenses shouId be provided for the time periods
specified in Part IX, FinanciaI Data. AIso, attach a copy of any contracts or agreements.
Do you or wiII you engage In fundraising activities for other organizations? If "Yes," describe these
arrangements. IncIude a description of the organizations for which you raise funds and attach copies
of aII contracts or agreements.
List aII states and IocaI jurisdictions in which you conduct fundraising. For each state or IocaI
jurisdiction Iisted, specify whether you fundraise for your own organization, you fundraise for another
organization, or another organization fundraises for you.
Do you or wiII you maintain separate accounts for any contributor under which the contributor has
the right to advise on the use or distribution of funds? Answer "Yes" if the donor may provide advice
on the types of investments, distributions from the types of investments, or the distribution from the
donor's contribution account. If "Yes," describe this program, incIuding the type of advice that may
be provided and submit copies of any written materiaIs provided to donors.
Yes I a No
0 Yes No
Yes 0 No
5 Are you affiIiated with a governmentaI unit? If "Yes," expIain. O Yes B No
6a Do you or wiII you engage in economic deveIopment? If "Yes," describe your program. Yes 0 No
b Describe in fuII who benefits from your economic deveIopment activities and how the activities
promote exempt purposes. '" --
7a Do or wiII persons other than your empIoyees or voIunteers deveIop your faciIities? if "Yes," describe 0 Yes No
each faciIity, the roIe of the deveIoper, and any business or famiIy reIationship(s) between the
deveIoper and your officers, directors, or trustees.
b Do or wiII persons other than your empIoyees or voIunteers manage your activities or faciIities? If Yes 0 No
"Yes," describe each activity and faciIity, the roIe of the manager, and any business or famiIy
reIationshIp(s) between the manager and your officers, directors, or tmstees.
c If there is a business or famiIy reIationship between any manager or deveIoper and your officers,
directors, or trustees. Identify the individuaIs, expIain the reIationship, describe how contracts are
negotiated at arm's Iength so that you pay no more than fair market vaIue, and submit a copy of any
contracts or other agreements.
Do you or wiII you enter into joint ventures, incIuding partnerships or Iimited IiabiIity companies
treated as partnerships, in which you share profits and Iosses with partners other than section
501(c)(3) organizations? If "Yes," describe the activities of these joint ventures in which you
participate.
Yes 0 No
Yes 0 No
Yes No
Yes No
9a Are you appIying for exemption as a chiIdcare organization under section 501 (k)? If "Yes," answer
Iines 9b through 9d. if "No," go to Iine 10.
b Do you provide chiId care so that parents or caretakers of chiIdren you care for can be gainfuIIy
empI oyed (see instructions)? If "No," expIain how you quaIify as a chiIdcare organization described
in section 501 (k).
c Of the chiIdren for whom you provide chiId care, are 85% or more of them cared for by you to
enabIe their parents or caretakers to be gainfuIIy empIoyed (see instructions)? If "No," expIain how
you quaIify as a chiIdcare organization described in section 501 (k).
d Are your sen/ices avaiIabIe to the generaI pubIic? if "No," describe the specific group of peopIe for Yes No
whom your activities are avaiIabIe. AIso, see the instnjctions and expIain how you quaIify as a
chiIdcare organization described In section 501 (k).
10 Do you or wiII you pubIish, own, or have rights in music, Iiterature, tapes, artworks, choreography, 0 Yes No
scientific discoveries, or other inteIIectuaI property? If "Yes," expIain. Describe who owns or wiII
own any copyrights, patents, or trademarks, whether fees are or wiII be charged, how the fees are
determined, and how any items are or wiII be produced, distributed, and marketed. .
Form, 1 0 2 3 (Rev. 6-2006)
Form 1023 (Rev. 6-2006) N a m e : N E W STARSHIP FOUNDATI ON eiN: 4 6 - 1058810 ^
Your Specific Activities (Continued) Part VIII
11 Do you or wiII you accept contributions of: reaI property; conservation easements; cIoseIy heId 0 Yes No
securities; inteIIectuaI property such as patents, trademarks, and copyrights; works of music or art; __
Iicenses; royaIties; automobiIes, boats, pIanes, or other vehicIes: or coIIectibIes of any type? If Yes,
describe each type of contribution, any conditions imposed by the donor on the contribution, and
any agreements with the donor regarding the contribution. -
12a Do you or wiII you operate in a foreign country or countries? If "Yes," answer Iines 12b through Yes 0 No
12d. If "No," go to Iine 13a.
b Name the foreign countries and regions within the countries in which you operate,
c Describe your operations in each country and region in which you operate.
d Describe how your operations in each country and region further your exempt purposes.
13a Do you or wiII you make grants, Ioans, or other distributions to organization(s)? if "Yes," answer Iines 0 Yes No
13b through 13g. If "No," go to Iine 14a.
b Describe how your grants, Ioans, or other distributions to organizations further your exempt purposes.
o Do you have written contracts with each of these organizations? If "Yes," attach a copy of each contract. Yes H No
d Identify each recipient organization and any reIationship between you and the recipient organization,
e Describe the records you keep with respect to the grants, Ioans, or other distributions you make,
f Describe your seIection process, incIuding whether you do any of the foIIowing:
(i) Do you require an appIication form? If "Yes," attach a copy of the form. 0 Yes U No
(Ii) Do you require a grant proposaI? If "Yes," describe whether the grant proposaI specifies your Yes 0 No
responsibiIities and those of the grantee, obIigates the grantee to use the grant funds onIy for the
purposes for which the grant was made, provides for periodic written reports concerning the use
of grant funds, requires a finaI written report and an accounting of how grant funds were used,
and acknowIedges your authority to withhoId and/or recover grant funds in case such funds are,
or appear to be, misused,
g Describe your procedures for oversight of distributions that assure you the resources are used to
further your exempt purposes, incIuding whether you require periodic and finaI reports on the use of
resources.
14a Do you or wiII you make grants, Ioans, or other distributions to foreign organizations? if "Yes," Yes 0 No
answer Iines 14b through 14f. if "No," go to Iine 15.
b Provide the name of each foreign organization, the country and regions within a country in which
each foreign organization operates, and describe any reIationship you have with each foreign
organization.
c Does any foreign organization Iisted in Iine 14b accept contributions earmarked for a specific country
or specific organization? if "Yes," Iist aII earmarked organizations or countries.
d Do your contributors know that you have uItimate authority to use contributions made to you at your
discretion for purposes consistent with your exempt purposes? If "Yes," describe how you reIay this
information to contributors.
e Do you or wiII you make pre-grant inquiries about the recipient organization? if "Yes," describe these Yes No
inquiries, incIuding whether you inquire about the recipient's financiaI status, its tax-exempt status
under the InternaI Revenue Code, its abiIity to accompIish the purpose for which the resources are
provided, and other reIevant information.
f Do you or wiII you use any additionaI procedures to ensure that your distributions to foreign Yes No
organizations are used in furtherance of your exempt purposes? if "Yes," describe these procedures,
incIuding site visits by your empIoyees or compIiance checks by impartiaI experts, to verify that grant
funds are being used appropriateIy.
Form 1 0 2 3 (Rev. 6-2006)
Yes No
Yes No
Form 1023 (Rev. 6-2006) N a m e : NEW STARSHP FOUNDATON EIN= 46 - 1058810 ^
Your Specific Activities (Continued) Part VIII
i s' Do you have a close connection with any organizations? f "Yes." explain. O Yes g_No.
16 Are you applying for exemption as a cooperative hospital service organization under section Yes H No
501(e)? f "Yes." explain. ^ - : =
17 Are you appIying for exemption as a cooperative service organization of operating educationaI Yes No
organizations under section 501 ffl? f "Yes." explain: : ,. r : - ^ T j -
18 Are you applying for exemption as a charitable risk| pool under section 501(n)? f "Yes." expl a^r ^ Yes g j J ^
19 Do you or will you operate a school? f "Yes." complete Schedule B. Answer "Yes," whether you Yes H No
operate a school as your main function or as a secondary activity. ^ ^ , ^ r-, ^ frTT^r
20 s your main function to provide hospital or medical care? f "Yes." complete Schedule ^ aj Tes ^_No.
21 Do you or will you provide low-income housing or housing for the elderly or handicapped? f Yes Z No
"Yes," complete Schedule F. ,
22 Do you or will you provide scholarships, fellowships, educational loans or other educational grants to jfl Yes U No
individuals, including grants for travel, study, or other similar purposes? if Yes, complete
Schedule H.
Note: Private foundations may use Schedule H to request advance approval of individual grant
procedures.
Form, 1 0 2 3 (Rev. 6-2006)
NEW STARSHIP FOUNDATION
EIN: 46-1058810
ADDENDUM to Part VIII
Your Specific Activities
ADDENDUM To Part VIII. Iine 3c
N/A.
ADDENDUM To Part VIII. Iine 4a
New Starship Foundation (the "Foundation") will accept donations througli its
nternet website (not yet under development or established). Other fundraising
programs include gala events, golf tournaments, auctions, black-tie dinners, sale of
clothing and paraphanelia, and the like for fundraising events. Fundraising activities
are in the earliest planning stages, as the Foundation is newly incorporated on
August 29, 2012. t is anticipated that funding will be acquired through nine (9)
primary methods in addition to nternet solicitations:
Solicitations By Mail and Email
Newsletters
Special Fundraising Events (concerts, dinners, picnics, etc.)
Grants from high income individuals and companies
Grants from other nonprofit, tax exempt charitable organizations
Donations received from the public at large
<1
Sale of books and other publications
Solicitation of donations and resale of motor vehicles
Sale of "T" Shirts and other Foundation
merchandise and paraphernalia
t is anticipated that the Foundation's charitable and educational programs
and activities will receive modest financial support from a relatively small number of
persons and companies living in Los Angeles and Southern California generally. To
achieve this result, the Foundation may utilize mass mailings and newspaper,
periodical, radio and television advertising and to conduct media campaigns to
attract persons to donate money, property and services to the Foundation. The
-1-
expense of such advertising will be paid primarily from such donations. The
Foundation's solicitation materials have not yet been developed but will be provided
in the future upon your request.
The Foundation will always be operated on a nonprofit basis, with any annual
excess of revenue over expenses utilized for the operating budget for the next
following year. The expenses incurred in conducting charitable and educational
programs and activities will be funded primarily through donations received from
high income individuals and companies, and to a lesser extent from donations
received from officers and Directors. Please see the narrative portion of the
Addendum to Part V, incorporated herein by reference, for more detailed
information regarding the Foundation's fundraising programs.
ADDENDUM To Part VIII. Iine 4c
As described in detailed in the Addendum to Part V, incorporated herein by
reference, the Foundation may host fundraising events and donate a portion of the
proceeds to other nonprofit organizations that promote similar causes as the
Foundation, such as educating the public about promoting self discovery, and
fostering the art, science and technology of motion pictures and television. Funds
raised by the Foundation from its fundraisers will be granted to other nonprofit
organizations in accordance with the following general parameters: (i) applications
or nominations of grant recipients whom the Grants Committee believe comply with
all of the charitable purposes and goals of the Foundation are received, (ii) the order
in which grant applications or nominations are received by the Foundation is
determined, and (iii) the availability of grant funds generally is considered and acted
upon accordingly. There are no contacts or agreements between the Foundation
and any of its grant recipients regarding the Foundation's fundraising activities.
ADDENDUM To Part VHI. Iine 4d
The Foundation initially plans dn soliciting donations in California (locally in
Los Angeles, California, and surrounding cities and communities in Southern
California). Eventually, such solicitations may be expanded to the rest of California,
and thereafter in other states. All funding will be directed toward providing the
Foundation's educational and charitable services in the cities and counties served by
the Foundation. AH fundraising will be utilized by the Foundation itself, except to the
extent that donations or grants may be made to other exempt organizations whose
purposes are the same or similar to those of the Foundation.
ADDENDUM To Part VIII. Iine 6b
N/A.
-2-
ADDENDUM To Part V. line 7a
The Foundation may contract with independent contractors in connection with
refurbishing, maintaining and displaying famous motion picture and television sets,
props and other memorabilia, with an emphasis upon classic science fiction movies
and television series, such as Star Trek, for the benefit and enjoyment of the public
at large. To foster public interest and enthusiasm for establishing the museum, the
Foundation's initial project will be to completely restore the Star Trek Next
Generation D bridge set, as it was seen on TV and in the 1994 film Star Trek
Generations, and to make it fully interactive. The Foundation's officers have
rescued the junked remains of the Enterprise D bridge from a parking lot at Para-
mount Pictures, with an eye to restoring the set it to its former glory. Paramount
Pictures has donated without charge the "remains" of the set to the Foundation. The
fibre glass set had originally been built for Star Trek: The Experience (a short lived
Las Vegas attraction), after the original wooden set, made in the late 1990's, was
destroyed during the filming of Star Trek Generations. The Foundation's budget for
the restoration of the "bridge" is estimated at $60,000 to $70,000, and will be paid
for by donations received from the public. ndependent contractors will be
compensated for their work on the set restoration, to the extent that such work is not
completed by Foundation volunteers. No officer. Director, member or any other
controlling person vis-a-vis the Foundation will be directly or indirectly related by
blood, marriage or in business with any independent contractor that is compensated
for restoration work. The Foundation will obtain bids from several individuals and
firms that are qualified to manufacture and install the necessary parts for the bridge.
The Board of Directors will then select an independent contractor that they deem is
best qualified to perform the restoration work for the most reasonable charge. The
Foundation will make the duplicate simulator set available to the public without
charge at Star Trek conventions and also at selected fundraising events conducted
by other RC section 501(c)(3) charities, such as Habitat For Humanity and Make A
Wish Foundation.
ADDENDUM To Part VIII. Iine 7c
N/A.
ADDENDUM To Part VIII. Iine 10
Please see the addendum to Part V (incorporated herein by reference),
regarding the details of the Foundation's exempt activities. n connection with its .
educational projects (including but not limited to the Foundation's restoration
projects and museum exhibits), should the Foundation author any videos, artwork,
articles, books or other publications or conceive (through research grants or
otherwise) of any patentable intellectual property rights, all copyrights, patents,
trademarks and the like will be retained by the Foundation in its own name. Access
-3-
to all educational projects produced by the Foundation will be made available to the
general public free of charge.
ADDENDUM To Part VIII. Iine 11
Please see the narrative portion of this Application (Part V), incorporated
herein by reference, regarding the details of the Foundation's fundraising programs.
With respect to the Foundation's motor vehicle donation program, the Foundation
will accept donations of motor vehicles (please see Addendum to Part V,
incorporated herein by reference). The Foundation may also accept doriations of
publicly traded securities, professionally appraised real estate, and possibly
professionally appraised intellectual property and collectibles. However, the
Foundation will encourage monetary donations but will accept other forms of real
and personal property. As mentioned above, all non-monetary donations must be
appraised by a professional appraiser, and the cost of appraisals must be paid by
the donor. The Foundation as an incorporated organization has just begun to
receive contributions, and there are no conditions imposed by donors on prospective
contributions. Also, there are no agreements with any donors or prospective donors
regarding contributions.
ADDENDUM To Part VIII. Iines 13b. 13d. 13e. 13f and 13q
As mentioned in the narrative portion of this Application (please see
Addendum to Part V, incorporated herein by reference), provided that discretionary
funding becomes available that is not required to meet the ongoing needs of the
Foundation's charitable programs, the Foundation may make grants to other
charitable and/or educational organizations that are exempt under RC section
501(c)(3) that promote the same or similar charitable and educational purposes as
those of the Foundation.
More specifically, the Board of Directors will meet (either in person or by
telephone) on a regular basis for the purpose of considering the developmental and
other ongoing needs of the Foundation, and to oversee and monitor its various
charitable and educational programs and activities. The Board of Directors will also
determine the nature and scope of worthwhile public benefit projects that promote
the Foundation's mission of educating the public about promoting self discovery, and
fostering the art, science and technology of motion pictures and television. The
Foundation's Board of Directors will determine which charitable projects the
Foundation will undertake from time to time. The Foundation's initial projects are
described in the narrative portion of Part V of this Application, and included herein
by reference.
The Foundation will schedule and coordinate all such activities, and review
the effectiveness and outcome of each charitable activity conducted. The
Foundation will also maintain adequate records that (i) describe the public benefit
.-4-
projects and distributions to other exempt organizations, (ii) indicate the place and
date(s) of activities related to the Foundation's projects, (ill) indicate the names,
ages, and addresses of all persons who participated in such projects, (iv) set forth
the rules and procedures under which such projects were conducted, (v) designate
the beneficiaries of such projects, and (vi) such other information as the Board of
Directors may require to be maintained.
The Foundation may provide discretionary funding, if and when available, for
other charitable and educational programs and activities conducted throughout the
United States by other nonprofit exempt organizations. n this regard, the
Foundation may donate, in the form of grants, or resources such as money and
volunteers, to other RC section 501(c)(3) organizations. Such other organizations
may include but are not limited to the following:
Make A Wish Foundation of Greater Los Angeles
1875 Century Park East, Suite 950
Los Angeles, CA 90067
EN: 95-4107024
California Science Center Foundation
700 Exposition Park Drive
Los Angeles, CA 90037
EN: 95-2210527
Experience Learning Community/
EMP and Science Fiction Museum
300 8th Ave N.
Seattle WA 98109
EN: 91-1626784
Habitat For Humanity of Greater Los Angeles
17700 S. Figueroa Street
Gardena, CA 90248
EN: 33-0416470
Specifically in response to Part Vlll, line 13g, each RC section 501(c)(3)
organization that receives financial support from the Foundation must account to the
Foundation on at least an annual basis as to the disposition of all funds received
from the Foundation, and provide proper assurances to the Foundation upon .
request that funding from the Foundation has been used exclusively for the
charitable purposes for which such recipient organizations were created, and all
recipient organizations must upon request provide a copy of their favorable
determination letters (or equivalent, if formed in a foreign country) regarding their
initial and continuing tax exempt status (a "qualifying recipient organization") in the
jurisdiction in which they were formed.
.-5-
Periodic reports will also be required to be made by each qualifying recipient
organization of donations received from the Foundation, in order to determine
whether the qualified recipient organization has remained in compliance with the
Foundation's above enumerated requirements of receiving donations. n the event
that such reports are not received or there are other indications that donations are
not being used for the charitable purpose intended, the Foundation will investigate
and take corrective action. The Foundation will keep all records relating to all
donations made to qualifying recipient organizations under this category, including
(i) information obtained to evaluate potential qualified recipient organizations, (ii)
identification of qualified recipient organizations, (iii) the amount of donations given,
and (iv) all necessary follow-up information, including required annual reports and
investigation of jeopardized donations.
The Foundation wiII at aII times totaIIy abstain from poIiticai action or
intervention of anv kind. Under no circumstances and in no event will the
Foundation knowingly make any donation to the qualified recipient organization
whose announced purpose is to influence legislation, promote any particular policy
or doctrine, elect any candidate to public office, advance any particular ideology or
belief or which otherwise publicly engages in political action of any kind, or which
promulgates the use of violence or terrorism in any form, or promotes or accepts
terrorism in any form as a means of accomplishing political or social reforms.
-6-
Form 1023 (Rev. 6-2006)
Name:
NEW STARSHIP FOUNDATION
EIN;
46 - 1058810 Page 9
Financial Data Part X
For purposes of this scheduIe, years In existence refer to compIeted tax years. If in existence 4 or y^f^^f-
sche^duIe for the most recent 4 tax years. If In existence more than .1 year but Iess than 4 years, c o ^ I t t . p L ' h S fS^^^
each vear In existence and provide projections of your IikeIy revenues and expenses based on a reasonabIe and good fa th
I s t i m K yo^fC^ure finances for a totaI of 3 yea'rs of financiaI InfomiatIon. If In existence Iess than 1 v e f P";'^ P ^ ^
of your IikeIy revenues and expenses for the current year and the 2 foIIowing years based on a reasonabIe and good faith
estimate of your future finances for a totaI of 3 years of financiaI Information. (See instructions.)
Type of revenue or expense
Current tax year
(a) From
12/31/12
Gifts, grants, and
contributions received (do not
incIude unusuaI grants)
Membership fees received
Gross investment income
Net unreIated business
income
Taxes Ievied for your benefit
VaIue of services or faciIities
furnished by a governmentaI
unit without charge (not
incIuding the vaIue of services
generaIIy furnished to the
pubIic without charge)
Any revenue not otherwise
Iisted above or in Iines 9-12
beIow (attach an itemized Iist)
TotaI of Iines 1 through 7
Gross receipts from admissions,
merchandise soId or sen/ices
performed, or furnishing of
faciIities in any activity that is
reIated to your exempt
purposes (attach itemized Iist)
10 TotaI of Iines 8 and 9
11 Net gain or Ioss on saIe of
capitaI assets (attach
scheduIe and see instaictIons)
l i .
13
UnusuaI grants
TotaI Revenue
Add Iines 10 through 12
++
15
FundraIsing expenses
Contributions, gifts, grants, .
and simiIar amounts paid out
(attach an itemized Iist)
16 Disbursements to or for the
benefit of members (attach an
itemized Iist)
17 Compensation of officers,
directors, and trustees
l i .
L
21
23
Other saIaries and wages
Interest expense
Occupancy (rent, utiIities, etc.)
Depreciation and depIetion
ProfessionaI fees
Any expense not otherwise
cIassified, such as program
services (attach itemized Iist)
24 TotaI Expenses
Add Iines 14 through 23
A. Statement of Revenues and Expenses
To
it) frornVmn?.
12/31/13
84.000
84,000
84,000
84,000
8,500

22,000
36,500
3 prior tax years or 2 succeeding tax years
vmvu
To
(c) From
To 1.2/31/14
33,000
330
2,000
35,330
5,000
40,330
40,330
3,000
4,000
3,000
50,000
60,001
(d)From?M7??r
To 1.2/31/U
35,000
350
3,000
38,350
10,000
48,350
48,350
5,000
10,000
3,000
37,000
55,0011
39,000
390
5,000
44,390
15,000
59,390
59,390
(e) Provide TotaI for
(a) ttirough (d)
7,000
15,000
60,001
191,000
0
1,070
10,000
202,070
30,000
232,070
232,070
Form, 1 0 2 3 (Rev. 6-2006)
Form 1023 (Rev. 6-2006)
Name:
NEW STARSHIP FOUNDATI ON
EN; 46 - 1058810 Page 1 0
Part X Financial Data (Continued)
B. BaIance Sheet (for your most recentIy compIeted tax year)
Assets
1
2
3
4
5
6
7
8
9
10
11
!"
13
14
15
16
17
1.
19
Cash
Accounts receivabIe, net
Inventories
Bonds and notes receivabIe (attach an itemized Iist)
Corporate stocks (attach an itemized Iist)
Loans receivabIe (attach an itemized Iist)
Other investments (attach an itemized Iist)
DepreciabIe and depIetabIe assets (attach an itemized Iist)
Land "
Other assets (attach an itemized Iist)
TotaI Assets (add Iines 1 through 10) .
LiabiIities
Accounts payabIe
Contributions, gifts, grants, etc. payabIe
Mortgages and notes payabIe (attach an itemized Iist)
Other IiabiIities (attach an itemized Iist)
TotaI LiabiIities (add Iines 12 through 15) .
Fund BaIances or Net Assets
TotaI fund baIances or net assets .
TotaI LiabiIities and Fund BaIances or Net Assets (add Iines 16 and 17)
Year End: 2 0 1 2
(WhoIe doIIars)
47,500
10
11
12
13
14
15
16
17
18
47,500
Have there been any substantiaI changes In your assets or IiabiIities since the end of the period
shov>/n above? If "Yes," expIain.
Yes
47,500
H No
Part X Public Chiarity Status
Part X is designed to cIassify you as an organization that:is either a private foundation or a pubIic f e r i t y . PubI ^chari ^ status
is a more favorabIe tax status than private foundation status. If you are a private foundation. Part X is designed to further
determine whether you are a private operating foundation. (See instnjctions.)
I a Are you a private foundation? If "Yes," go to Iine I b. If "No," go to Iine 5 and proceed as instructed.
If you are unsure, see the instructions,
b As a private foundation, section 508(e) requires speciaI provisions in your pi^anizing document in
addition to those that appIy to aII organizations described in section 501(c)(3). Check the box to
confirm that your organizing document meets this requirement, w/hether by express provision or by
reIiance on operation of state Iaw. Attach a statement that describes specificaIIy where your
organizing document meets this requirement, such as a reference to a particuIar articIe or section in
vour organizing document or by operation of state Iaw. See the instructions, incIuding Appendix B,
for information about the speciaI provisions that need to be contained in your organizing document.
Go to Iine 2, -
Yes EZI No

Are you a private operating foundation? To be a private operating foundation you must engage
directIy in the active conduct of charitabIe, reIigious, educationaI, and.sImiIar activities, as opposed
to IndirectIy carrying out these activities by providing grants to IndividuaIs or other organizations. If
"Yes," go to Iine 3. If "No," go to the signature section of Part XI.
Yes No
Have you existed for one or more years? If "Yes," attach financiaI information showing that you are a private
operating foundation; go to the signature section of Part XI. If "No," continue to Iine 4.
Yes No
Have you attached either (1) an affidavit or opinion of counseI, (incIuding a written affidavit or opinion
from a certified pubIic accountant or accounting firm with expertise regarding this tax Iaw matter),
that sets forth facts concerning your operations and support to demonstrate that you are IikeIy to
satisfy the requirements to be cIassified as a private operating foundation; or (2) a statement
describing your proposed operations as a private operating foundation?
Yes No
5 If you answered "No" to Iine I a, indicate the type of pubIic charity status you are requesting by checking one of the choices beIow.
You may check onIy one box.
The organization is not a private foundation because it is:
a 509(a)(1) and 170(b)(1)(A)(i)-a church or a convention or association of churches. CompIete and attach ScheduIe A.
b 509(a)(1) and 170(b)(1)(A)(ii)-a schooI. CompIete and attach ScheduIe B.
c 509(a)(1) and 170(b)(1)(A)(iii)-a hospitaI, a cooperative hospitaI sen/ice organization, or a medicaI research
organization operated in conjunction with a hospitaI. CompIete and attach ScheduIe C.
d 509(a)(3)-an organization supporting either one or more organizations described in Iine 5a through c, f, g, or h
or a pubIicIy supported section 501(c)(4), (5), or (6) organization. CompIete and attach ScheduIe D.




Form, 1 0 2 3 (Rev. 6-2006)
NEW STARSHIP FOUNDATION
EIN: 46-1058810
Addendum to Part IX
FinanciaI Data
Statement of Revenue and Expenses
ADDENDUM to Part IX. Section A. Line 1
New Starship Foundation (the "Foundation") believes tiiat it will qualify as a
public charity under RC Section 509(a)(1) and 170 (b)(1)(A)(vi), or RC Section
509(a)(2) because of its anticipated diverse public support, especially from Star Trek
"Trekies", although initial funding may be derived primarily from the Foundation's
officers and Directors and their families and friends. As explained below, the
Foundation was initially funded primarily by the public at large, which is not expected
to change in future years. Additionally, the Foundation anticipates receiving
financial support from its members, officers and Directors, and through the fund-
raising events as enumerated in this Application. n 2012, the Foundation began
utilizing the various fundraising methods described in "Funding For The Founda-
tion's Educational Programs And Other Charitable Activities", on page 13 of the
Addendum to Part V, incorporated herein by reference. The Foundation's primary
source of revenue in 2012 was donations received online through several fund-
raising websites, including indigogo.com and kickstarter.com. All funds raised from
these websites will be directly applied towards initiating the Foundation's projects
and activities, as described in the "nitial Foundation Projects" section of the nar-
rative beginning on page 3. Specifically, the Foundation's budget for the restoration
of the'"Starship Enterprise Bridge-D" set is estimated at $60,000 to $70,000, and will
be paid for by donations received from the public through the Foundation's 2012
online fundraising program. No independent contractors who are related directly or
indirectly by blood, marriage or in business will provide services for the restoration of
the "bridge" set, and competitive bidding will be used to select all contractors for
portions of construction costing in excess of $750.00.
The Foundation estimates that its net revenues from donations from all
sources will be $40,330 for the remainder of 2013, $48,350 for 2014, and $59,390
for 2015. n 2013, the Foundation will attempt to attain significant contributions from
grants applied for from other nonprofit, exempt organizations that are willing to
provide financial support for the Foundation's charitable and educational projects. n
2013, the majority of the Foundation's revenue is also anticipated to come from-
contrlbutions received from the public at large, from private philanthropists, and from
grants applied for from other U.S. based nonprofit organizations, in that order.
AH net revenues realized from fundraising will be utilized to provide the
educational and charitable services under RC Section 501(c)(3) that are described
in Part V, which narrative is by this reference incorporated herein. The Founda-
-1-
tion's scholarship program will provide financial support to children from low-income
families to enable them to attend the high school, college, trade school or university
of their choice, located either within or outside of the United States (please see "The
Foundation's Scholarship Program", on page 7 of the narrative portion of Part V,
and also Schedule H attached hereto, incorporated herein by reference).
ADDENDUM to Part IX. Section A. Line 3
The Foundation anticipates that in 2013 it will receive $330 in interest income
from its revenues invested in money market accounts at a bank or stock brokerage
company, not yet selected. Similarly, the Foundation estimates that in 2014 its
interest income on invested revenues will be $350, and in 2015 its interest income
on invested revenues will be $390. The estimated rate of return on invested
revenues is based upon money market interest rates as currently being paid by
stock brokerage companies.
ADDENDUIVI to Part iX. Section A. Line 7
As an insignificant fundraising method, well below donations received from
the general public and from officers. Directors and other persons, the Foundation
may sell "T-shirts", "CDs", holiday cards, calendars, and various other paraphernalia,
as well as books, pamphlets, and other publications (if any) donated to the Founda-
tion for such purpose, authored in each case by the Foundation's officers and
Directors, and other interested persons. The income from such sales is anticipated
to be relatively insignificant, estimated to be $1,000 for 2013, $1,500 for 2014, and
$3,000 for 2015. To the extent that the Foundation authors any written materials,
including books, "CDs" or imprints on "T-shirts", the Foundation will retain all
intellectual property rights, such as patents, copyrights, trademarks and the like, in
its own name. However, no intellectual property rights are anticipated to be created
for the foreseeable future. The Foundation's sale of books, "CDs" or imprints on "T-
shirts" are still in the early planning stage. No portion of the gross sales proceeds
will be paid directly or indirectly to any officer. Director, or other interested,
controlling, or affiliated person vis-a-vis the Foundation, although the actual out-of-
pocket costs incurred in connection with the printing of such materials will be
reimbursed to officers or Directors upon their request, upon submission to the
Foundation of adequate written receipts or other confirmation of the actual amount
of such costs and expenses. The projected fundraising activities that will result in
such revenue are described in detail in the table below for 2013, 2014, and 2015
(see Addendum to Part X, Section A, Line 9, incorporated herein by reference).. n
2014 and 2015, revenue raising activities are anticipated to be essentially the same
as in 2013, with a modest increase in gross revenues over 2013.
The Foundation believes that its proposed motor vehicle donation program
will take some time to develop and gain support. Although the vehicle donation
program is not anticipated to become a significant source of revenue at any time, the
-2-
Foundation never-the-less desires to include this fundraising device as part of its
program to attract donations of money and property in furtherance of its educatonal
and charitable programs and activities. The Foundation estimates that approxim-
ately $1,000 will be generated from motor vehicle donations in 2013, $1,500 in 2014,
and $2 000 in 2015. Please see the detailed information provided in the Addendum
to Part W, "Donation and Resale of Motor Vehicles", for further information regarding
the Foundation's proposed motor vehicle donation program, incorporated herein by
reference.
ADDENDUM to Part IX. Section A. Line 9
During times when public funding is insufficient to permit free admission to the
museum (such as during the Foundation's formative years), the Foundation may
charge a nominal entrance fee estimated to be in the amount of $5 to $10 per adult
and $2.50 to $5 per child over age 3 and under age 12, to help offset the cost of
constructing, maintaining, operating and expanding the museum's exhibits. As the
Foundation becomes more established, the Foundation anticipates that it will sell
more tickets to its museum and its fundraising events, and raise more money that
will be applied directly towards the Foundation's charitable and educational projects
and activities, which are described in detail in the addendum to Part V (incorporated
herein by reference).
The Foundation may provide a bookstore containing sci fi related books,
posters, CD's and other memorabilia such as "T" shirts bearing the Foundation's
logo and the like, and a small snack booth for the convenience of persons visiting
the Museum. The Foundation maintains that a bookstore is integral to its purpose of
educating the public about the history, art and culture of science fiction, and that
almost all museums open to the general public provide a bookstore in some form for
similar educational and fundraising purposes. All net proceeds from the sale of sci fi
related books and other items, such as Foundation "T" shirts and other memorabilia
of the museum, are anticipated to be minimal in amount, and all net proceeds will be
utilized exclusively for the conduct of the Foundation's exempt purposes, including
but not limited to maintaining the museum and acquiring new exhibits. The snack
booth, if any, will sell very limited food items and will always be operated without
profit. t will be provided solely as a convenience to the comfort and well being of
the many anticipated visitors to the museum.
The gross receipts from admissions to the Foundation's museum, snack
booth, as well as fundraising events such as dinners, lunches, picnics and the like
are projected to be $5,000 in 2013, $10,000 in 2014, and $15,000 in 2015. The
Foundation hereby requests that you specify in your determination letter that all
fundraising activities as detailed in this Application are integral to the Foundation's
charitable activities, and that if such fundraising activities are conducted in the
manner described herein, will not result in the Foundation's receipt of unrelated
business income.
.-3-
ADDENDUM to Part X. Section A. Line 17
The Foundation anticipates making contributions and grants in the form of
scholarships and financial assistance to financially needy students in the estimated
combined amounts of $4,000 in 2013, $10,000 in 2014, and $15,000 in 2015. The
Foundation anticipates being able to confer scholarships to deserving individuals
from low income families, which individuals desire to attend a high school, college,
trade school or university of their choice. Please see the narrative portion of the
Addendum to Part V, and Schedule H, for detailed information regarding the
Foundation's proposed scholarship program, incorporated herein by reference.
Additional scholarships may be provided in larger amounts provided that funding
allows.
Additionally, the Foundation may fund educational and charitable programs
and activities through other nonprofit, exempt organizations. n this regard, the
Foundation may donate, in the form of grants, or resources such as money and
volunteers, to other RC section 501(c)(3) organizations that provide charitable and
educational services and activities supported by the Foundation. A sample list of
such RC section 501(c)(3) organizations that may potentially qualify to receive
funding from the Foundation are as follows:
Make A Wish Foundation of Greater Los Angeles
1875 Century Park East, Suite 950
Los Angeles. CA 90067
El N: 95-4107024
California Science Center Foundation
700 Exposition Park Drive
Los Angeles, CA 90037
EN: 95-2210527
Experience Learning Community/
EMP and Science Fiction Museum
300 8th Ave N.
Seattle WA 98109
EN: 91-1626784
Habitat For Humanity of Greater Los Angeles
17700 S. Figueroa Street
Gardena, CA 90248
EN: 33-0416470
-4-
ADDENDUM to Part X. Section A. Line 17
To reduce its start-up operating costs and expenses, none of the
Foundation's officers or Directors will initially be compensated for their substantial
time and services to be rendered to the Foundation, and the Foundation's personnel
will generally be expected to volunteer their time and talents on a "pro bono" basis.
Although no officer or Director of the Foundation will initially receive a salary or any
other form of remuneration for his or her time, it will be the Foundation's policy to
reimburse all officers and Directors upon their request for any actual out-of-pocket
costs and expenses incurred by them on behalf of the Foundation, provided that
detailed receipts or other similar evidence of the nature and amount of costs or
expense incurred are provided to the Foundation for its records. When the
Foundation becomes able to do so, the Foundation may begin paying salaries in
reasonable amounts to its officers who contribute a substantial portion of their time
to the conduct of the Foundation's matters. n the event that the nature and extent
of an officer's services to the Foundation require the expenditure of a substantial
portion of his or her time in the conduct of the Foundation's charitable and
educational activities, compensation may also begin to be paid that is
commensurate therewith, but never in excess of an amount that is reasonable as
determined with reference to the Foundation's annual revenue and other expenses
incurred with respect to its research, educational and charitable activities. The
Foundation may pay an estimated hourly wage of $25 - $50 to such officers,
depending upon their experience and'qualifications.
ADDENDUIVI to Part IX. Section A. Line 20
As described in detail in the narrative portion of the application. Addendum to
Part V (incorporated herein by reference), the Foundation has entered into a lease
with Huston Huddleston and Nancy Adams Huddleston to rent space within their
home located at 14926 Martha Street, Los Angeles, California 91411, for an initial
term of one (1) year at a token rental of ONE DOLLAR ($1.00), on which property
the Foundation will conduct its educational and charitable activities. The Foundation
will be required to pay its fair, proportionate share of real estate taxes and utilities. A
true, correct and complete copy of the lease between Huston Huddleston and Nancy
Adams Huddleston and the Foundation is attached hereto as an exhibit under the
caption "Lease". The term of the lease between Huston Huddleston and Nancy
Adams Huddleston and the Foundation may be extended beyond its initial one (1)
year term so that access to the facilities provided by Huston Huddleston and Nancy
Adams Huddleston will be available to the Foundation at no more than a token-rental
until such time as the Foundation is able to find and lease a permanent home for the
museum.
-5-
ADDENDUM to Part X. Section A. Line 23
n addition to the expenses projected in Section A, lines 14,15, 20, and 22,
the Foundation anticipates incurring the following itemized Line 23 "start-up"
expenses for initiating its program services and its scholarship program. Please
also refer to the addendum to Part V (specifically the "nitial Foundation Projects"
section of the narrative, on page 3 of the narrative, incorporated by reference
herein).
Description of Expense 2013 2014 2015
Directors and officers errors and,
omissions insurance $1,800 $2,000 $2,200
Marketing/PR $1,500 $2,200 $3,300
Restoration materials and labor
(independent contractors)
for "Bridge" restoration $30,500 $15,000 $17,300
Museum operating expenses $10,000 $12,000 $9,000
Shipping costs for traveling museum
exhibits $5,000 $4,000 $1,000
Utilities $1.200 $1.800 $2.200
Total: $50,000 $37,000 $35,000
-6-
,Rev. 6-2006) N a m e : NEW STARSHI P FOUNDATI ON 46 - 1058810 P a g ^
Part X

^ PubIic Charity Status (Continued)
e 509(a){4)-an organization organized and operated exclusiveiy for testing for public safety. ^ U
f 509(a)(1)Tnd 170(b)(1)(A)(iv)-an organization operated for the benefit of a coiiege or university that is owned or U
operated by a governmentai unit. . i, , n
f, <509(3^1^ and 170(b)(1)(A)(vi)-an organization that receives a substantiaI part of its financiai support in the form U
o?c2!ftributfons fro^^ organizations, from a governmentaI unit, or from the generaI pubhc.
h 509(a^(2)-an organization that normally receives not more than one-third of its financial support from gross
f nvSS; ; r i ncome and receives more than one-third of its financial support
fees, and gross receipts from activities related to its exempt functions (subject to certain exceptions),
i A publicly supported organization, but unsure if it is described in 5g or 5h. The organization would like the RS to
decide the con-ect status.
s f vou checked box a h or 1 in question 5 above, you must request either an advance or a definitive ruIng by
K i S one ofTe bo to the inkmctions to detemilne which type of ruling you are eligible to receive.
a Reauest for Advance RuIing: By checking this box and signing the consent, pursuant to section 6501(c)(4) of U
ThA vou r S s t ar advance ruIing and agree to extend the statute of Iimitations on the assessment of
e x c i S?a x Ce r ^ s e c t on ^ T h i tax wiII appIy onIy if you do not estabIish PubIic suPPort status
5 end of the 5-year advance ruIing period. The assessment period wiII be extended for he 5 advance ^ pQ
vears to 8 vears 4 months, and 15 days beyond the end of the first year. You have the right to refuse or Iimit
6 ex^lnsion to a tuS^^^^ agreed-upon period of time or issue(s). Publication 1035. Extending Tax
more deteSled explanation of your rights and the consequences of the choices
CS S r v o u S ; oS^^^^^ 1035 free of charge from the RS web site at www.irs gov or by caHing
Ll l -f^eri 800-829%676 Signing this consent will not deprive you of any appeal rights to which you would
othe^se be entitled. f you decide not to extend the statute of limitations, you are not eligible for an advance
ruling.
Consent Fixing Period of LImitatIdns 'Upon Assessment of Tax, Under .Section 494^^ the InternaI Reyenue .Code
7
For Organization
(SignaIure'of OfIicVr; Diredor; TrLsteo,' or other (Type'or prinVname of signer) (Date)
authorized officiaI)
CTy^'or print titIe or authority of signer)
For RS Use Only
I RS Director" ' ^Vmpt Organizations I ^ f I f L
b Request for Definitive RuIing: Check this box if you have completed one tax year o at least 8 full months and
you are requesting a definitive ruling. To confirm your public support status, answer ne 6b(i) if you checked box
g in Hne 5 above. Answer line 6b(ii) if you checked box h in line 5 above. f you checked box 1 in line 5 above,
answer both lines 6b(i) and (ii).
(i) (a) Enter 2% of line 8. column (e) on Part X-A. Statement of Revenues and Expenses. ^
(b) Attach a list showing the name and amount contributed by each person, company, or organization whose U
gifts totaled more than the 2% amount, if the answer is "None," check this box.
(ii) (a) For each year amounts are included on lines 1, 2, and 9 of Part X-A. Statement of Revenues and
Expenses, attach a list showing the name of and amount received from each disquaIified person. f the
answer is'"None," check this box. ' .
(b) For each year amounts are included on line 9 of Part X-A. Statement of Revenues and Expenses, attach
a list showinq the name of and amount received from each payer, other than a disqualified person, whose
payments were more than the larger of (1) 1 % of line 10, Part X-A. Statement of Revenues and
Expenses, or (2) $5,000. f the answer is "None," check this box.
Did you receive any unusual grants during any of the years shown on Part X-A. Statement of Yes Zl No
Revenues and Expenses? f "Yes," attach a list including the name of the contributor, the date and
amount of the grant, a brief description of the grant, and explain why t is unusual.
~ ^ Form 1 0 2 3 (Rev. 6-2006)
6.200m Name: NEW STARSHI P FOUNDATI ON
User Fee I nf or mat i on
Part XI
EIN; 46 - 1058810 Page 1 2
YOU must Include a user fee payment with this application. It will not be processed without your pa,d user ^eeJJ j our average
amual gross receipts have exceeded or will exceed $10,000 annually over a 4-year period, you must ^ubnait paynrient of $750 f
SJr qr ^sf r eSt s have not exceeded or will not exceed $10,000 annually over a 4-year period, the required user fee payment
K o T s e L for Part X. for a definition of gross receipts over a 4-year period. Your ^ h ^ ^ ^ . J ^ XVn f t ^ c T ^ ^
L d e payable to the United States Treasury. User fees are subject to change. Check our website at www.irs.gov and type User
Fee' In the keyword box, or call Customer Account Sen/ices at 1-877-829-5500 for current information.
1 Have your annual gross receipts averaged or are they expected to average not more than $10.0007
f "Yes" check the box on line 2 and enclose a user fee payment of $300 {Subject to chang&-see above).
f "No." check the box on line 3 and enclose a user fee payment of $750 (Subject to chang^see above).
2 Check the box if you have enclosed the reduced user fee payment of $^0 (Subject to change).
' 3 Check the box if vou have enclosed the user fee payment of $750 (Subject to change).
Yes H No

0
PI ease ^ ^ / ^ ^ - - ^ ^ T ^ / j - u i ^ HUSTON HUDDLESTON
Si gn
authorized officiaI) President
(Type or print name of signer)
(Date)
(Type or print titIe or authority of signer)
Reminder: Send the completed Form 1023 Checklist with your filled-in-application. Form 1023 (Rev. 6-2006)
Form 1023 ,Rev. 6-2006) Na. e: NEW STARSHI P FOUNDATI ON (.N: 46 - 1058810 page 1 3
ScheduI e A. Chur ches
1a DO you have a written creed, statement of faith, or summary of beiiefs? If "Yes." attach copies of Yes . No
reIevant documents.
b Do you have a form of v>/orship? If "Yes," describe your form of worship. ^
2a Do you have a formaI code of doctrine and discipIine? If "Yes," describe your code of doctrine and Yes No
discipIine.
b Do you have a distinct reIigious history? If "Yes," describe your reIigious history. Yes No
c Do you have a Iiterature of your own? If "Yes," describe your Iiterature. Q j i 2 -
3 Describe the organization's reIigious hierarchy or eccIesiasticaI government.
4a Do you have reguIarIy scheduIed reIigious services? If "Yes." describe the nature of the services and Yes No
provide representative copies of reIevant Iiterature such as church buIIetins.
b What is the average attendance at your reguIarIy scheduIed reIigious services?
5a Do you have an estabIished pIace of worship? If "Yes," refer to the instructions for the information Yes No
required.
b Do you own the property where you have an estabIished pIace of worship? O Yes O No
6 Do you have an estabIished congregation or other reguIar membership group? If "No," refer to the ^ ^^^ ^ ^^
instructions^
! How many members do you have? I I I ^ V V I " I WI 1/ M I WI I w ^ ^ J ^ ^ . . w . . - . ^ _ _
8a Do you have a process by which an individuaI becomes a member? If "Yes," describe the process Yes No
and compIete Iines 8t>-8d, beIow. r-i n m
b If you have members, do your members have voting rights, rights to participate In reIigious functions. Yes U No
or other rights? If "Yes." describe the rights your members have.
c May your members be associated with another denomination or church? , Yes . No
d Are aII of your members part of the same famiIy? Yes No
9 Do you conduct baptisms, weddings, funeraIs, etc.? ^ Qj ^
10 Do you have a schooI for the reIigious instruction of the young?
11a Do you have a minister or reIigious Ieader? If "Yes," describe this person's roIe and expIain whether
the minister or reIigious Ieader was ordained, commissioned, or Iicensed after a prescnbed course of
study.
Yes No
Yes No
Yes No
b Do you have schooIs for the preparation of your ordained ministers or reIigious Ieaders?
12 Is your minister or reIigious Ieader aIso one of your officers, directors, or trustees? ^ O Yes Q_No
13 Do you ordain, commission, or Iicense ministers or reIigious Ieaders? If "Yes." describe the
requirements for ordination, commission, or Iicensure
Yes No
14 Are you part of a group of churches with simiIar beIiefs and structures? If "Yes," expIain, incIude the Yes No
name of the group of churches. ^
15 Do you Issue church charters? If "Yes." describe the requirements for issuing a charter. Yes- No
16 Did you pay a fee for a church charter? If "Yes," attach a copy of the charter. H Yes No
17 Do you have other information you beIieve shouId be considered regarding your status as a church? Yes No
If "Yes." expIain. ^ ^
Form 1 0 2 3 (Rev. 6-2006)
Form 1023 (Rev. 6-2006) N E W STARSHP FOUNDATON ^IN: 46 - 1058810 p ^
ScheduIe B. SchooIs, CoIIeges, and Universities
Section I OperationaI Information
f you operate a school as an activity, complete Schedule B
Yes No
1a Do you normally have a regularly scheduled curriculum, a regular faculty of qualified teachers, a
regularly enrolled student body, and facilities where your educational activities are regularly carried
on? f "No," do not complete the remainder of Schedule B.
b s the primary function of your school the presentation of fomrial instmction? if "Yes/' descrtoe your Yes No
school in terms of whether it is an elementary, secondary, college, technical, or other type of school.
f "No," do not complete the remainder of Schedule. B. ^
2a Are you a public school because you are operated by a state or subdivision of a state? f "Yes/"
explain how you are operated by a state or subdivision of a state. Do not complete the remainder of
Schedule B.
b Are you a public school because you are operated wholly or predominantly from government funds
or property? f "Yes," explain how you are operated wholly or predominantly from government funds
or property. Submit a copy of your funding agreement regarding government funding. Do not
complete the remainder of Schedule B. '
3 n what public school district, county, and state are you located?
Yes No
Yes No
Were you formed or substantially expanded at the time of public school desegregation in the above
school district or county?
5 Has a state or federal administrative agency or judicial body ever determined that you are racially
discriminatory? f "Yes," explain.
6 Has your right to receive financial aid or assistance from a govemmental agency ever been revoked
or suspended? f "Yes," explain.
Do you or will you contract with another organization to develop, build, market, or finance your
facintles? f "Yes," explain how that entity is selected, explain how the temis of any contracts or
other agreements are negotiated at arm's length, and explain how you detemriine that you will pay no
more than fair market value for services.
Note. Make sure your answer is consistent with the information provided in Part Vill, line 7a.
8 Do you or will you manage your activities or facilities through your own employees or volunteers? f
"No " attach a statement describing the activities that will be managed by others, the names of the
persons or organizations that manage or will manage your activities or facilities, arid how these
managers were or will be selected. Also, submit copies of any contracts, proposed contracts, or
other agreements regarding the provision of management services for your activities or facHities.
Explain how the terms of any contracts or other agreements were or will be negotiated, and explain
how you determine you will pay no more than fair market value for services.
Note. Answer "Yes" if you manage or intend to manage your programs through your own ernployees
or by using volunteers. Answer "No" if you engage or intend to engage a separate organization or
independent contractor. Make sure your answer is consistent with the information provided in Part
Vill, line 7b.
Section II EstabIishment of RaciaIIy Nondiscriminatory PoIicy
nformation required by Revenue Procedure 75-50.
1
Have you adopted a racially nondiscriminatory policy as to students in your organizing document,
bylaws or by resolution of your governing body? f "Yes," state where the policy can be found or
supply'a copy of the policy. f "No," you must adopt a nondiscriminatory policy as to students
before submitting this application. See Publication 557.
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
2 Do vour brochures, application forms, advertisements, and catalogues dealing with student
adniissions, programs, and scholarships contain a statement of your racially nondiscriminatory
policy?
a f "Yes," attach a representative sample of each document.
b f "No," by checking the box to the right you agree that all future printed materials, including website
content, will contain the required nondiscriminatory policy statement.
3 Have you published a notice of your nondiscriminatory policy in a newspaper of general circulation Yes No
that sen/es all racial segments of the community? (See the instructions for specific requirements.) if

"No," explain.
4 Does or will the organization (or any department or division within it) discnminate in any way on the
basis of race with respect to admissions; use of facilities or exercise of student privileges; faculty or
administrative staff; or scholarship or loan programs? f "Yes," for any of the above, explain fully.
Yes No
Form, 1 0 2 3 (Rev. 6-2006)
Form 1023 (Rev. 6-2006)
NEW STARSHP FOUNDATON EIN: 46 - 1058810
ScheduIe B. SchooIs. CoIIeges, and Universities (Continued)
Pago 1 5
the community served).
Racial Category
(a) Student Body
Next Year
(b) Faculty
Current Year
Next Year
(c) Administrative Staff
Current Year
Next Year
6 in the table below, provide the number and amount of loans and scholarships awarded to students enrolled by racial
categories.
Racial Category
TotaI
Number of Loans
Current Year Next Year
Amount of Loans
Current Year Next Year
Number of Scholarships
Current Year Next Year
Amount of Scholarships
Current Year Next Year
7a Attach a list of your incorporators, founders, board members, and donors of land or buildings,
whether individuals or organizations.
b Do any of these individuals or organizations have an objective to maintain segregated public or
private school education? f "Yes," explain.
Yes No
8 Will you maintain records according to the non-discrimination provisions contained in Revenue Yes No
Procedure 75-50? f "No," explain. (See instaictions.)
" ~ Form 1 0 2 3 (Rev. 6-2006)
1023 ,Rev. 6.aoo. NEW STARSHP FOUNDATON J ' ' ' ' ' ' ' ' ' ^
ScheduIe C. HospitaIs and MedicaI Research Organizations
Check the box f vou are a hospitaI. See the instructions for a definition of the term "hospitai," which
S d e s n purpose or function is providing hospitaI or medicaI care.
Compiete Section i beiow.
Checl< the box if you are a medicaI research organization operated in conjunction with a hospitai. See
3 n u o u s active conduct of medical research in conjunction with a hospital. Complete Section il.
b
c
5a Do you provide for a portion of your services and facilities to be used for charity patients? if "Yes."
answer 5b through 5e.
b Explain your policy regarding charity cases, ncluding how you distinguish between charity care and
bad debts. Submit a copy of your written policy,
c Provide data on your past experience n admitting charity patients, including amounts you expend for
treating charity care patients and types of sen/ices you provide to charity care patients.
d Describe anv arrangements you have with federal, state, or local governments or government
S e S for^payfng for the cost of treating charity care patients. Submit copies of any written
agreements.
e Do you provide services on a sliding fee schedule depending on financial ability to pay? f "Yes,"
submit your sliding fee schedule.
6a Do you or will you carry on a formal program of medical training or medical ' ' f earc^lJ
d S e such programs, including the type of programs offered, the scope of such P^grams, and
S t i o n s with other hospitals or medical care providers with which you carry on the medical training
or research programs.
b Do you or will you carry on a fomial program of community education? if "Yes," describe such _
oroarams ncluding the type of programs offered, the scope of such programs, and affiliation with
S r hoSp tals or Ldi cal care providers with which you offer community education programs.
7
Do you or will you provide office space to physicians carrying on their own medical pr i ces? f
"Yes" describe the criteria for who may use the space, explain the means used to determine that
you are paid at least fair market value, and submit representative lease agreements.

8 s your board of directors comprised of a majority of individuals who are representative of he
community you serve? nclude a list of each board member's name and business, financial, or
Sssi onal relationship with the hospital. Also, identify each board member who is representative of
the community and describe how that individual is a community representative.
Section I
""i rAre he l ^t o^l l ^he community eligible for staff privileges? f "No," give the reasons why and ^
explain how the medical staff s selected. (-,
2a Do you or will you provide medical services to all ndividuals n your community who can pay for U Yes U NO
themselves or have private health insurance? f "No," explain. ;
b Do you or will you provide medical services to all individuals in your community who participate in . U Yes U NO
Medicare? if "No," explain. . . . n n No
0 Do you or will you provide medical services to all individuals n your community who participate in U Yes u NO
Medicaid? f "No," explain. ^ ^ pr F T T r
3a Do you or will you require persons covered by Medicare or Medicaid to pay a deposit before U Yes U No
H if an. appiv to an other patients? f "No." explain. " ^ ^
43 DO you or will you maintain a full-time e m e r ^ ^ ^ not maintain a Yes U^ No
Do you or win you mainiam a Iuiriimo r . -
full-time emergency room. Also, describe any emergency services that you provide. ^
Do you have a policy on providing emergency sen^lces to persons without apparent means to pay? f U Yes U No
"Yes." provide a copy of the policy. n v n M
Do you have any arrangements with police, fire, and voluntary ambulance services for the or Yes U No
admission of emergency cases? f "Yes," describe the arrangements, including whether they are
written or oral agreements. f written, submit copies of all such agreements.
Yes No
Yes No
Yes No
Yes No
Y e s No
Yes No
Yes No
Do vou participate in any joint ventures? if "Yes." state your ownership percentage in each joint
venture Hst your investrf ^ t n each joint venture, describe the tax status of other participants n
S bin vemure (including whether they are section 501 (c)(3) organ zations , describe the ac ivi^es
of each joint venture, describe how you exercise control over the activities o each joint venture, and
describe how each joint venture furthers your exempt purposes. Also, submit copies of all
NoTe^Se sure your answer is consistent with the information provided in Part V. line 8. ; ^ _
~ ^ Form 1 0 2 3 (Rev. 6-2006)
Poro, 1023 ,Bev. 6- 2006) N E W S T A R S H I P F O U N D A T I O N ^ ^ 4 6 - 1 0 5 8 8 1 0 ^
Section I
"scheduIe C. HospitaIs and MedicaI Research Organizations (ContinuedT
HospitaIs (Continued)
10 Do vou or will you manage your activities or facilities through your own employees or volunteers? f
W attacra statement describing the activities that will be managed fV others, the names of the
persons or organizations that manage or will manage your activities or facilities, and how t^ese
managers were or will be selected. Also, submit copies of any contracts, c o n t r a c t
Sher agreements regarding the provision of management services for your activit es or facjt.es
Explain how the terrns of any contracts or other agreements were or wi be negotiated, and explain
how you determine you will pay no more than fair market value for services.
Note. Answer "Yes" if you do manage or intend to manage your programs through your own
employees or by using volunteers. Answer "No" if you engage or intend to engage a separ^e
Sni zat i on or independent contractor. Make sure your answer is consistent with the information
provided in Part Vill, line 7b.
Yes No
11 Do you or will you offer recruitment incentives to physicians? f "Yes," describe your recruitment
incentives and attach copies of all written recruitment incentive policies.
Yes No
12 Do you or will you lease equipment, assets, or office space from physicians ^ho have a financial or
professional relationship with you? f "Yes," explain how you establish a fair market value for the
lease.
Yes No
13 Have you purchased medical practices, ambulatory surgery centers or othe bus ness^^^
physicians or other persons with whom you have a business relationship, aside from the purcl^ase? f
"YeJ" Lbmit a copy of each purchase and sales contract and describe how you arrived at fair
market value, including copies of appraisals.
Yes No
14 Have you adopted a conflict of nterest policy consistent with the sample health care organization
S e t of interest policy in Appendix A of the instmctions? f "Yes" submit a copy of the policy and
explain how the policy has been adopted, such as by resolution of your governing board. f No,
explain how you will avoid any conflicts of nterest in your business dealings.
Yes No
Section II MedicaI Research Organizations
1 Name the hospitals with which you have a relationship and describe the 'elationship. Attach copies
of written agreements with each hospital that demonstrate continuing relationships between you and
the hospital(s).
Attach a schedule describing your present and proposed activities for the direct con Jet of medical
research; describe the nature of the activities, and the amount of money that has been or will be
spent in carrying them out.
Attach a schedule of assets showing their fair market value and the portion of your assets directly
devoted to medical research. "
Form 1 0 2 3 (Rev. 6-2006)
Form 1023 (Rev. 6-2006)
NEW STARSHIP FOUNDATION
EN: 46 - 1058810 Page 1 8
ScheduIe D. Section 509(a)(3) Supporting Organizations
Identifying Information About the Supported Organization(s)- -
T ^ t e the names, addresses, and ENs of the supported organizations, if additionai space is needed, attach a separate
Section I
sheet.
Name
Address
EIN
2 Are ail supported organizations listed in line 1 public charities under section 509(a)(1) or (2)? f "Yes,"
go to Section . f "No." go to line 3.
Yes No
3 Do the supported organizations have tax-exempt status under section 501 (c)(4). 501 (c)(5), or
501(c)(6)?
f "Yes," for each 501(c)(4), (5), or (6) organization supported, provide the following financial
information:
.Part X-A. Statement of Revenues and Expenses, lines 1-13 and
Part X, lines 6b(iO(a), 6b(ii)(b), and 7.
f "No," attach a statement describing how each organization you support is a public chanty under
section 509(a)(1) or (2).
Yes No
ReIationship with Supported Organizationts)-Three Tests
Section II
To be classified as a supporting organization, an organization must meet one of three relationship tests:
Test 1- "Operated, supervised, or controlled by" one or more publicly supported organizations, or
Test 2- "Supervised or controlled in connection with" one or more publicly supported organizations, or
Test 3: "Operated in connection with" one or more publicly supported organizations.
1 nformation to establish the "operated, supervised, or controlled by" relationship (Test 1)
s a majority of your goveming board or officers elected or appointed by the supported ^
organization(s)? f "Yes," describe the process by which your goveming board is appointed and
elected; go to Section . f "No," continue to line 2.
nformation to establish the "supervised or controlled in connection with" relationship fTest 2)
Does a majority of your goveming board consist of individuals who also serve on the goveming
board of the supported organization(s)? f "Yes," describe the process by which your governing
board is appointed and elected; go to Section . f "No," go to line 3.
nformation to establish the "operated in connection with" responsiveness test (Test 3)
Are you a trust from which the named supported organlzation(s) can enforce and compel an
accounting under state law? f "Yes," explain whether you advised the supported organjation(s) in
writing of these rights and provide a copy of the written communication documenting this; go to
Section , line 5. f "No," go to line 4a.
4 nformation to establish the alternative "operated in connection with" responsiveness test fTest 3)
a Do the officers, directors, trustees, or members of the supported organization(s) elect or appoint one
or more of your officers, directors, or trustees? if "Yes," explain and provide documentation; go to
line 4d. below. f "No," go to line 4b.
b Do one or more members of the goveming body of the supported organization(s) also serve as
officers, directors, or trustees or hold other important offices with respect to you? f "Yes, explain
and provide documentation; go to line 4d, below. f "No," go to line 4c.
c Do your officers, directors, or trustees maintain a close and continuous working relationship with the
officers, directors, or trustees of the supported organization(s)? if "Yes," explain and provide
documentation.
d Do the supported organization(s) have a significant voice in your investment policies in the makirig
and timing of grants, and in otherwise directing the use of your income or assets? f Yes, explain
and provide documentation,
e Describe and provide copies of written communications documenting how you made the supported
organization(s) aware of your supporting activities.
Yes No
Yes No
Yes No
Yes
Yes
Yes
Yes
No
No
No
No
Form 1 0 2 3 (Rev. 6-2006)
Pom, I oa3( . ev. 6-2006) N E W STARSHP FOUNDATON ^^ 7
i N a m e ; - ..u,
"ScheduIe D. Section 509(a)(3) Supporting Organizations (Continued)
ReIationsIiip with Supported Organization(s)-Three Tests (Continued)
Section II
{, nformation to establish the "operated in connection with" integral part test CTest 3)
Do you conduct activities that would otherwise be carried out by the supported organization(s)? f
"Yes," explain and go to Section . f "No," continue to line 6a.
6 nformation to establish the alternative "operated in connection with" integral part test (Test 3) _
a Do you distribute at least 85% of your annual net income to the supported organization(s)7 f Yes,
go to line 6b. (See instructions.)
f "No." state the percentage of your income that you distribute to each supported organization. Also
Lplain how you ensure that the supported organi2ation(s) are attentive to your operations.
b How much do you contribute annually to each supported organization? Attach a schedule.
0 What is the total annual revenue of each supported organization? f you need additional space,
attach a list.
Do you or the supported organization(s) earmark your funds for support of a particular program or
Yes No
Yes No
Yes No
activity? f "Yes," explain.
7a Does your organizing document specify the supported organi2ation(s) by name? if "Yes," state the Yes No
article and paragraph number and go to Section . if "No," answer line 7b.
(ALUC CllU paiwyiwK" " ^ i i ^ ^ ^ ^ i U*
Attach a statement describing whether there has been an historic and continuing relationship
between you and the supported organization(s).
OrganizationaI Test Section III
1a f you met relationship Test 1 or Test 2 in Section , your organizing document must specify the
supported organization(s) by name, or by naming a similar purpose or charitable cl ^s c^^f
beSSciaries. f your organizing document complies with this J S o n s
organizing document does not comply with this requirement, answer "No." and see the instmctions.
f you met relationship Test 3 n Section . your organizing document must f n e r a i l y ^ p ^
supported organization(s) by name. f your organizing document complies with tl^is req" cement.
Lswer "Yes," and go to Section V. f your organizing document does not comply with this
requirement, answer "No," and see the instructions. :
DisguaIified Person Test
Yes No
Yes No
Section IV
You do not qualify as a supporting organization if you are controlled directly or indirectly by one or more disqualified persons
S denned in section #$#%& other than foundation managers or one or " f ^ J J
rnanagers who are also disqualified persons for another reason are disqualified persons with respect to you.
1a Do any persons who are disqualified persons with respect to you, (excep individuals who are Yes No
disqualified persons only because they are foundation managers), appoint any of your foundation
managers? f "Yes." (1) describe the process by which disqualified persons appoint any o your
f ^ Cn Sn managers. 2) provide the names of these disqualified persons and the foundation
rnanagers they appoint, and (3) explain how control is vested over your operas
and activities) by persons other than disqualified persons.
b Do any persons who have a family or business relationship with any disqualified persons with Yes No
respect to you. {except individuals who are disqualified persons only because they are foundation
managers), appoint any of your foundation managers? if "Yes," (1) describe the process by which
individuals with a family or business relationship with disqualified persons appoint any of your
foundation managers. (2) provide the names of these disqualified persons, the ndividuals with a
family or business relationship with disqualified persons, and the foundation managers appointed,
and (3) explain how control is vested over your operations (including assets and activities) in
individuals other than disqualified persons,
c Do any persons who are disqualified persons, (except individuals who are disqualified persons only
becauL they are foundation managers), have any influence regarding your operat ons, inc uding your
assets or activities? f "Yes." (1) provide the names of these disqualified persons. (2) explain how
influence is exerted over your operations (including assets and activities), and (3) explain how control
is vested over your operations (including assets and activities) by individuals other than disqualified
persons.
- ^ ' ^ ^ Form 1 0 2 3 (Rev. 6-2006)
Yes No
Fon. 1023 6-2006) Nam. NEW STARSHP FOUNDATON HN: 46 - 1058810 P a g ^
ScheduIe E. Organizations Not FiIing Form 1023 Within 27 Monthi^f Formation-
Schedule E is intended to determine whether you are eligible for tax exemption under section 501 (c){3) from the p ^
engible for t ^ exeSptioV^^^ section 501(c)(4) for the period between your date of incorporation or formation and the
postmark date of your application.
1
Are you a church, association of churches, or integrated auxiliary of a church? if "Yes," complete
Schedule A and stop here. Do not complete the remainder of Schedule E.
Yes No
2a Are you a public charity with annual gross receipts that are normally $5,000 or less? f "Yes." stop
here Answer "No" if you are a private foundation, regardless of your gross receipts.
b f your gross receipts were nomially more than $5,000, are you filing apPjiwtio^
from the end of the tax year in which your gross receipts were normally more than $5,000? f Yes.
Yes No
Yes No
stop here.
3a Were you included as a subordinate in a group exemption application or letter? f "No," go to line 4.
b f you were included as a subordinate in a group exemption letter, are you filing this apP||catJon
within 27 months from the date you were notified by the organization holding he
letter or the nternal Revenue Service that you cease to be covered by the group exemption letter? f
"Yes," stop here.
- c f you were included as a subordinate in a timely filed group exemption request that was denied are
you filing this application within 27 months from the postmark date of the nternal Revenue Service
final adverse ruling letter? f "Yes," stop here.
4 Were you created on or before October 9.1969? f. "Yes." stop here. Do not complete the remainder
of this schedule.
Yes No
Yes No
Yes No
Yes No
f you answered "No" to lines 1 through 4, we cannot recognize you as tax exempt from your date of
fofmation unless you qualify for an extension of time to apply for exemption. to ^
an extension of time to apply to be recognized as exempt from the date you were formed? f Yes
attach a statement explaining why you did not file this application within the 27-month penod. Do not
answer lines 6, 7, or 8. f "No." go to line 6a.
Yes No
Yes No
6a f you answered "No" to line 5, you can only be exempt under section 501(c)(3) from the postmark
date of this application. Therefore, do you want us to treat this application as a request for tax
exemption from the postmark date? f "Yes," you are eligible for an advance ruling. Complete Part X.
line 6a. f "No," you will be treated as a private foundation.
Note. Be sure your ailing eligibility agrees with your answer to Part X, line 6. n V n M
b Do you anticipate significant changes in your sources of support in the future? f "Yes." complete U Yes U No
line 7 below.
Form 1 0 2 3 (Rev. 6-2006)
Form 1023 (Rev. 6-2006)
Name: NEW STARSHP FOUNDATON
46 -1058810 Page 2 1
ScheduIe E. Organizations Not FiIing Form 1023 Within 27 Months of Formation (Continuea)
. . . _ *km fi itl voirc fnllnwi
oi ; i ngump wi MO' "* ' * * * ' ^"^ . . . ..
7 complete this item only if you answered "Yes" to line 6b. nclude projected revenue for the first two full years following the
current tax year.
Type of Revenue
1 Gifts, grants, and contributions received (do
not include unusual grants)
2 Membership fees received
3 Gross nvestment income
4 Net unrelated business income
5 Taxes levied for your benefit
! Value of services or facilities furnished by a
governmental unit without charge (not including
the value of sen/ices gerierally furnished to the
public without charge)
7 Any revenue not otherwise listed above or in
lines 9-12 below (attach an itemized list)
8 Total of lines 1 through 7
9 Gross receipts from admissions, merchandise
sold, or services performed, or furnishing of
facilities in any activity that is related to your
exempt purposes (attach itemized list)
10 Total of lines 8 and 9
11 Net gain or loss on sale of capital assets
(attach an itemized list)
12 Unusual grants
13 Total revenue. Add lines 10 through 12
Projected revenue for 2 years following current tax year
(a) From.
To
(b) From.
To
(c) Total
According to your answers, you are only eligible for tax exemption under section 501 (c)(3)
Dostmark date of your application. However, you may be eligible for tax exemption under section
s S S from your date of formation to the postmark date of the Form 1023 Tax exern^ion under
section 501(c)(4) allows exemption from federal ncome tax, but generally not deductibihty of
crntH^butions under Code section 170. Check the box at right f you want us/o treat this as a
request for exemption under 501(c)(4) from your date of formation to the postmark date.
Attach a completed Page 1 of Form 1024, Application for Recognition of Exemption Under Section
501 (a), to this application.
Fomi 1 0 2 3 (Rev. 6-2006)
Form 1023 (Rev. 6-2006) M . . . N E W STARSHP FOUNDATON eiN: 46 -1058810 P a g ^
Section I
S) wame;-"--'
ScheduIe F. Homes for the EIderIy or Handicapped and Low-Income Housing
GeneraI Information About Your Housing
Describe the type of housing you provide.
7
2 Provide copies of any application forms you use for admission.
3 Explain how/ the public is made aware of your facility.
4a Provide a description of each facility,
b What is the total number of residents each facility can accommodate?
0 What is your current number of residents in each facility?
d Describe each facility in terms of w/hether residents rent or purchase housing from you.
5 Attach a sample copy of your residency or homeownership contract or agreement.
Do you participate in any joint ventures? f "Yes," state your ownership percentage each ^i n
ventre, list your investment in each joint venture, describe the tax status o^/her
each jo nt venture (including whether they are section 501(c) 3) organiza ions. ^esc ibe the ac ivit^s
of each joint venture, describe how you exercise control over the activities o each joint venture, and
describe how each joint venture furthers your exempt purposes. Also, submit copies of all joint
venture agreements.
Note. Make sure your answer is consistent with" the infoiroation provided in Part V. line 8.
Do you or will you contract with another organization to develop, build, market, or finance your
housing? f "Yes," explain how that entity is selected, explain how the temns of any contract(s) are
negotiated at arm's length, and explain how you determine you will pay no more than fair market
value for services.
Note. Make sure your answer is consistent with the information provided in Part V, line 7a.
Yes No
Yes No
Do you or will you manage your activities or facilities through your own employees or voluntee s? f
"No," attach a statement describing the activities that will be managed by others, the names of the
persons or organizations that manage or will manage your activities or^facilities. and now t"ese
managers were or will be selected. Also, submit copies of any contracts, proposed contrac s. or
other agreements regarding the provision of management services for your activities or facHities
S a i n how the terms of any contracts or other agreements were or will be negotiated, and explain
how you determine you will pay no more than fair market value for services.
Note Answer "Yes" if you do manage or intend to manage your programs through your own
employees or by using volunteers. Answer "No" if you engage or intend to engage a separ^e
organlMtion or independent contractor. Make sure your answer is consistent with the information
provided in Part V, line 7b.
Yes No
Yes No
9 Do you participate n any govemment housing programs? f "Yes," describe these programs.
10a Do you own the facility? f "No," describe any enforceable rights you possess to purchase the facility
in the future; go to line 10c. f "Yes," answer line 10b.
b How did you acquire the facility? For example, did you develop it yourself, purchase a project, etc
Attach all contracts, transfer agreements, or other documents connected with the acquisition of the
facility.
0 Do you lease the facility or the land on which it is located? f "Yes," describe the parties to the
lease(s) and provide copies of all leases.
^ ^ ^ ~ Form 1 0 2 3 (Rev. 6-2006)
Yes No
Yes No
Yes No
'() * + ,- * ./ 0 1 23'4,+ / 2'
ScheduIe F. Homes for the EIderIy or Handicapped and Low-IHcome Housing (Continued)
IigatM' iIIi Homes for the EIderIy or Handicapped -
1a Do you provide housing for the elderly? f "Yes." describe who qualifies for your housing in temns of Yes No
age, infirmity, or other criteria and explain how you select persons for your housing.
b Do you provide housing for the handicapped? f "Yes," describe who qualifies for your housing in
terras of disability, income levels, or other criteria and explain how you select persons for your
housing. j
2a Do you charge an entrance or founder's fee? f "Yes," describe what this charge covers, whet ^ it is Yes No
a one-time fee, how the fee is determined, whether it is payable in a lump sum or on an installment
basis, whether it is refundable, and the circumstances, if any, under which it may be waived.
b Do you charge periodic fees or maintenance charges? f "Yes." describe what these charges cover Yes No
and how they are determined. n n M
c is your housing affordable to a significant segment of the elderly or handicapped persons in the U Yes U No
community? dentify your community. Also, if "Yes." explain how you determine your housing is
affordable.
3a Do you have an established policy conceming residents who become unable to pay their regular Yes No
charges? f "Yes," describe your established policy,
b Do you have any arrangements with government welfare agencies or others to absorb all or part of Yes U No
the cost of maintaining residents who become unable to pay their regular charges? f Yes, descnbe
these arrangements.
4 Do you have arrangements for the healthcare needs of your residents? f "Yes," describe these
arrangements.
Yes No
5 Are vour facilities designed to meet the physical, emotional, recreational, social, religious, and/or
other similar needs of the elderly or handicapped? f "Yes," describe these design features.
Section III
Low-Income Housing
1 Do you provide low-income housing? f "Yes," describe who qualifies for your housing in temns of
income levels or other criteria, and describe how you select persons for your housing.
2 n addition to rent or mortgage payments, do residents pay periodic fees or maintenance charges? f
"Yes," describe what these charges cover and how they are determined.
3a s your housing affordable to low income residents? f "Yes," describe how your housing is made
affordable to low-income residents.
Note Revenue Procedure 96-32,1996-1 C.B. 717, provides guidelines for providing low-income
housing that will be treated as charitable. (At least 75% of the units are occupied by iow-inconne
tenants or 40% are occupied by tenants earning not more than 120% of the very low-income levels
for the area.)
b Do you impose any restrictions to make sure that your housing remains affordable to low-income
residents? if "Yes," describe these restrictions.
Yes No
Yes No
Yes No
Yes No
Yes No
4 Do you provide social services to residents? f "Yes," describe these services. Yes No
Form 1 0 2 3 (Rev. 6-2006)
Form 1023 (Rev. 6-2006)
Name: NEW STARSHP FOUNDATON
EiN: 46- 1058810 Page 2 4
Schedule G. Successors to Other Organizations
18 Are you a successor to a for-profit organization? f "Yes." explain the relationship with the
predecessor organization that resulted in your creation and complete line l b.
b Explain why you took over the activities or assets of a for-profit organization or converted from
for-profit to nonprofit status.
Yes No
2a Are you a successor to an organization other than a for-profit organization? Answer "Yes" if you ^ve
f a^r or will take over the activities of another organization; or you have taken or ^ l l t ge over 25/o
or more of the fair market value of the net assets of another organization. f Yes. explain the
relationship with the other organzation that resulted in your creation,
b Provide the tax status of the predecessor organization. ovomntinn
c Did you or did an organization to which you are a successor previously apply
under section 501(c)(3) or any other section of the Code? f "Yes." explain how the application was
resolved.
d Was your prior tax exemption or the tax exemption of an organization to which f ^ ^
revoked or suspended? ir'Yes," explain. nclude a description of the corrections you made to
re-establish tax exemption.
e Explain why you took over the activities or assets of another organization.
! Provide the name, last address, and BN of the predecessor organization and describe its act'vities^^^^
Name:
Yes No
Yes No
Yes No
Address:
List the owners, partners, principal stockholders, officers, and governing board members of the predecessor organization.
Attach a separate sheet if additional space is needed. share/interest (if a t o r - p T ^
Name
5 Do or will any of the persons listed in line 4. maintain a working relationship with you? f "Yes." Yes
describe the relationship in detail and include copies of any agreements with any of these persons or
with any for-profit organizations in which these persons own more than a 35% interest.
No
6a Were any assets transferred, whether by gift or sale, from the predecessor organization to you?
f "Yes," provide a list of assets, indicate the value of each asset, explain how the vaj" wa^
determined, and attach an appraisal, if available, i^or each asset listed, also explain if the transfer
was by gift, sale, or combination thereof. ,;
b Were any restrictions placed on the use or sale of the assets? f "Yes," explain the restrictions.
Yes No
Yes No
Provide a copy of the agreement(s) of sale or transfer.
7 Were any debts or liabilities transfen-ed from the predecessor for-profit organization to you?
if "Yes" provide a list of the debts or liabilities that were transferred to you, indicating the amount of
each, how the amount was determined, and the name of the person to whom the debt or liability is
owed.
Yes No
8 Will you lease or rent any property or equipment previously owned or used by the predecessor
for-profit organization, or from persons listed in line 4, or from for-profit organizations in which these
persons own more than a 35% interest? f "Yes," submit a copy of the lease or rental agreement(s).
ndicate how the lease or rental value of the property or equipment was determined.
Yes No
9 Will you lease or rent property or equipment to persons listed in line 4, or to for-profit organizations
^ which these persons own more than a 35% interest? f "Yes," attach a list of the property or
equipment, provide a copy of the lease or rental agreement(s), and indicate how the lease or rental
value of the property or equipment was determined.
Yes No
Form, 1 0 2 3 (Rev. 6-2006)
Form 1023 (Rev. 6-2006) N a m e : NEW STARSHP FOUNDATON E56: 46-1058810 Page 25
ScheduIe H. Organizations Providing SchoIarships, FeIIowships. EducationaI Loans, O*'^':
G r a L to IndividuaIs and Private Foundations Requesting Advance ApprovaI of IndividuaI Grant Procedures
Names of individual recipients are not required to be listed in Schedule H.
PubIic charities and private foundations compIete Iines I a through 7 of this section. See the
instructions to Part X if you are not sure whether you are a pubIic charity or a private
foundation.
Section I
1a Describe the types of educational grants you provide to individuals, such as scholarships, fellowships, loans, etc.
b Describe the purpose and amount of your scholarships, fellowships, and other educational grants and loans that you
award.
0 f you award educational loans, explain the terms of the loans (interest rate, length, forgiveness, etc.).
d Specify how your program is publicized,
e Provide copies of any solicitation or announcement materials.
f Provide a sample copy of the application used.
Do you maintain case histories showing recipients of your scholarships, fellowships, educational 0 Yes No
^ . . i i. rt* omni tnt nf e
UO you mainiain uase inaiurico oiiuvYiiiy ici^ipn^mo w. jr^"- - - 1 u
loans, or other educational grants, including names, addresses, purposes of awards, amount of each
grant, manner of selection, and relationship (if any) to officers, trustees, or donors of funds to you? f
"No," refer to the instaictions.
Describe the specific criteria you use to detemnine who is eligible for your program. (For exarnple, eligibility selection
criteria could consist of graduating high school students from a particular high school who will attend college, writers of
scholarly works about American history, etc.)
..4a Describe the specific criteria you use to select recipients. (For example, specific selection criteria could consist of prior
academic performance, financial need, etc.)
b Describe how you determine the number of grants that will be made annually.
0 Describe how you determine the amount of each of your grants.
d Describe any requirement or condition that you impose on recipients to obtain, maintain, or qualify for renevyal of a grant.
(For example, specific requirements or conditions could consist of attendance at a four-year college, maintaining a certain
grade point average, teaching in public school after graduation from college, etc.)
5 Describe your procedures for supervising the scholarships, fellowships, educational loans, or other educational grants.
Describe whether you obtain reports and grade transcripts from recipients, or you pay grants directly to a school under
an arrangement whereby the school will apply the grant funds only for enrolled students who are in good standing. Also,
describe your procedures for taking action if the terms of the award are violated.
6 Who is on the selection committee for the awards made under your program, including names of current committee
members, criteria for committee membership, and the method of replacing committee members?
7 Are relatives of members of the selection committee, or of your officers, directors, or substantiaI Yes 0 No
contributors eligible for awards made under your program? f "Yes," what measures are taken to
ensure unbiased selections?
Note. f you are a private foundation, you are not permitted to provide educational grants to disqualified
persons. Disqualified persons include your substantial contributors and foundation managers and
certain family members of disqualified persons.
Private foundations compIete Iines 1a through 4f of this section. PubIic charities do not Section II
compIete this section.
1a If we determine that you are a private foundation, do you want this application to be Yes . No N/A
considered as a request for advance approval of grant making procedures?
b For which section{s) do you wish to be considered?
7 #$#8(g&9:;<Scholarship or fellowship grant to an individual for study at an educational institution U
4945(g)(3)Other grants, including loans, to an individual for travel, study, or other similar
purposes, to enhance a particular skill of the grantee or to produce a specific product
Do you represent that you will (1) arrange to receive and review grantee reports annually
and upon completion of the purpose for which the grant was awarded, (2) investigate
diversions of funds from their intended purposes, and (3) take all reasonable and
appropriate steps to recover diverted funds, ensure other grant funds held by a grantee
are used for their intended purposes, and withhold further payments to grantees until you
obtain grantees' assurances that future diversions will not occur and that grantees will
take extraordinary precautions to prevent future diversions from occurring?
Yes No
Yes No
Do you represent that you will maintain all records relating to individual grants, including
information obtained to evaluate grantees, identify whether a grantee is a disqualified
person, establish the amount and purpose of each grant, and establish that you
undertook the supen/ision and investigation of grants described in line 2?
Form, 1 0 2 3 (Rev. 6-2006)
por. 1023,Rev. 6-2006) N a m e : NEW STARSHP FOUNDATON 46- 1058810 P a g ^
sTheduIeIn. Organizations Providing SchoIarships, FeIIowships, EducationaI Loans,
Grants to IndividuaIs and Private Foundations Requesting Advance ApprovaI of IndividuaI Grant Procedures
(Continued) . ; ^rrr 7-
Private foundations compIete Iines I a through 4f of this section. PubIic chanties do not
Section II
compIete this section. (Continued)
4a Do you or will you award scholarships, fellowships, and educational loans to attend an
educational institution based on the status of an individual being an employee of a
particular employer? f "Yes," connplete lines 4b through 4f.
b Will you comply with the seven conditions and either the percentage tests or facts and
circumstances test for scholarships, fellowships, and educational loans to attend an
educational institution as set forth in Revenue Procedures 76-47,1976-2 C.B. 670, and
80-39,1980-2 C.B. 772, which apply to inducement, selection committee, ehgibHity
requirements, objective basis of selection, employment, course of study, and other
objectives? (See lines 4c, 4d, and 4e, regarding the percentage tests.)
0 Do you or will you provide scholarships, fellowships, or educational loans to attend an
educational institution to employees of a particular employer?
if "Yes" will you award grants to 10% or fewer of the eligible applicants who were
actually considered by the selection committee in selecting recipients of grants in that
year as provided by Revenue Procedures 76-47 and 80-39?
d Do you provide scholarships, fellowships, or educational loans to attend an educational
institution to children of employees of a particular employer?
f "Yes" will you award grants to 25% or fewer of the eligible applicants who were
actually considered by the selection committee in selecting recipients of grants n that
year as provided by Revenue Procedures 76-47 and 80-39? f "No," go to line 4e.
e f you provide scholarships, fellowships, or educational loans to attend an educational
nstitution to children of employees of a particular employer, will you award grants to O/0
or fewer of the number of employees' children who can be shown to be eligible for grants
(whether or not they submitted an application) in that year, as provided by Revenue
Procedures 76-47 and 80-39?
f "Yes," describe how you will determine who can be shown to be eligible for grants
without submitting an application, such as by obtaining written statements or other
information about the expectations of employees' children to attend an educational
institution. f "No," go to line 4f.
Note. Statistical or sampling techniques are not acceptable. See Revenue Procedure
85-51,1985-2 C.B. 717, for additional information.
f f you provide scholarships, fellowships, or educational loans to attend an educational
institution to children of employees of a particular employer wlhoui regard to either the
25% limitation described in line 4d, or the 10% limitation described in line 4e, will you
award grants based on facts and circumstances that demonstrate that the grants will not
be considered compensation for past, present, or future services or otherwise provide a
significant benefit to the particular employer? f "Yes," describe the facts and
circumstances that you believe will demonstrate that the grants are neither compensatory
nor a significant benefit to the particular employer. n your explanation, describe why you
cannot satisfy either the 25% test described in line 4d or the 10% test described in line 4e.
- ^ " Form 1 0 2 3 (Rev. 6-2006)
Yes No
Yes No
Yes No N/A
Yes No
Yes No N/A
Yes No
Yes No N/A
Yes No
NEW STARSHIP FOUNDATION
EIN: 46-1058810
Addendum to ScheduIe H
Organizations Providing SchoIarships, FeIIowships, EducationaI Loans, or
Other EducationaI Grants to IndividuaIs and Private Foundations
Requesting Advance ApprovaI of IndividuaI Grant Procedures

ADDENDUM to Section 1. Line I a
New Starship Foundation (the "Foundation") will provide a limited number of
grants in aid in the form of scholarships for persons from low-income families to
enable them to attend a high school, college, university or trade school of their
choice located either within the United States or abroad (please see Addendum to
Part V, "The Foundation's Scholarship Program", on page 8, incorporated herein by
reference). The Foundation's scholarships will be grants of money, not loans, and
no grant in aid or scholarship grant need be repaid to the Foundation, unless it
appears that grant or scholarship funds have been misappropriated for other than
the specific educational purposes for which they were intended.
ADDENDUM to Section 1. Line 1b
The Foundation intends to provide a limited number of grants in aid and
scholarships for low income and very low income persons to attain a degree from a
high school, college, university, or trade school of their choice. Such grants in aid
and scholarships will be awarded by a Grants Committee consisting of at least three
(3) members of the Foundation's Board of Directors; all grants in aid and scholarship
grants will be awarded on a completely non-sectarian basis and without reference to
age, religion, race, creed or national origin. Ethnic and cultural diversification will be
encouraged. Please see the sample form of the Scholarship Application and the
Financial Assistance Application attached as exhibits to this Application, the
provisions of which are by this reference incorporated herein. The Grants
Committee may award Foundation scholarships ranging in amount from $250 to
$5,000 or more per applicant, depending upon the nature of the duration of the grant
applied for, the enrollment requirements and the availability of scholarship grants
generally.
All scholarship and financial aid applicants will be informed that the
Foundation's grant funds are limited, that the Foundation anticipates receiving many
more applications than can be accommodated based upon anticipated available
funding, that grantees are required to resubmit their applications to the Foundation
-1-
for each academic year at a high school, college, university or trade school for which
a scholarship grant may be requested, and that the Foundation makes no
representation or warranty that a scholarship grant will be conferred for the benefit
of any individual who may apply for such grant or who may have received a pnor
scholarship grant from the Foundation.
As specifically stated on the face of the Scholarship Application, questions
regarding race/ethnic group and veteran status are intended to be used sole y for
statistical record keeping purposes. They have nothing whatsoever to do with the
selection process. n this regard, the Foundation anticipates that it may be
requested from time to time by various governmental agencies to provide
information as to the race/ethnic background of the applicants who apply for and
receive scholarships from the Foundation, and such information will be readily
available if requested as part of the Scholarship Application. The Foundation will not
utilize any information regarding an applicant's race/ethnicity or veteran sta us in
connection with its exempt purpose. AH information in the Scholarship Application
will be kept strictly confidential and will not be utilized in connection with any
advertising or other media presentation by the Foundation or any affiliate of the
Foundation.
ADDENDUM to Section 1. Line 1c
The Foundation will not make loans to anyone for any purpose.
ADDENDUIVI to Section 1. Line 1d
The Foundation plans initially to provide copies of its Scholarship Application
form (a draft copy of which is attached as an exhibit to this application) to the
financial assistance departments of various colleges and universities located in Los
Angeles and surrounding Southern California communities,-such as UCLA and USC,
and with the request that the applications be distributed to interested students and
their families. The approximate number of eligible candidates for scholarships will
v a r y depending upon the college or university from which they apply.
t is not presently anticipated that the Foundation's scholarship grants will be
conferred upon students desiring to attend colleges or universities that are located
outside of the United States. However, if this proves not to be the case and the
Foundation provides scholarships for low income students who desire to attend a
college or university located outside of the United States, the Foundation will .
exercise expenditure discretion in order to ensure that its funding is utilized in stnct
accordance with the manner in which it is intended by persons receiving scholarship
or research grants who are located outside of the United States. n furtherance of
such commitment, the Foundation is submitting with this application its "Expenditure
Responsibility With Regard To Foreign Aids" (an executed original of which is
attached as an exhibit to this application).
-2-
ADDENDUVi to Section 1. Line 1e
A copy of the Foundation's Scholarship Application and Financial Assistance
Application, to be disseminated to the financial assistance departments and deans
of selected high schools, colleges and universities and downloadable on the Foun-
dation's website (not yet established), are attached as exhibits to this application,
and incorporated herein by reference.
ADDENDUiVl to Section 1. Line 3
n order to qualify for one of the Foundation's scholarships, the student and
his or her family must be of low income or very low income. To confirm such status,
the Foundation requires that in addition to the Scholarship Application, a Financial
Assistance Application be completed and submitted to the Foundation. A copy of
the Financial Assistance Application is attached as an exhibit to this application.
Once on scholarship, the student must maintain at least a "B" average or equivalent
in the high school, college, university or trade school attended.
n addition, periodic progress reports will be required regarding each recipient
of a scholarship, at least once each year, to determine whether the grantee is
actively participating in the educational program selected by the applicant and has
performed the study and undertaken those other educational activities which the
grant was intended to finance. n the event that the report is unfavorable to the
grantee, or there are other indications that the grant is not being used as intended,
the Foundation will investigate and take corrective action.
The Foundation will keep accurate records relating to all scholarship grants
made to individuals, including (i) information obtained to evaluate grantees, (ii)
identification of grantees, including any relationship of the grantee to the Foundation
sufficient to make the grantee a disqualified person, (ii) the amount and purpose of
each scholarship grant, and (iv) follow-up information, including required annual
reports and investigation of jeopardized grants.
ADDENDUIVi to Section 1. Line 4a
Please refer to the response to Section T, line 3 above, incorporated herein
by reference. n addition and if necessary, the Foundation's Scholarship Selection
Committee (identified below) will narrow the field of scholarship applicants to a more
manageable group which will consist of the most severe financial hardship cases
and outstanding students deserving of a scholarship. The final selection will also be
by the selection committee, which may or may not include a blind draw of lots
among the applicants included in the selection process, depending upon the number
of applicants who apply for the Scholarships.
-3-
ADDENDUVi to Section 1. Line 1e
The number of the grants in aid conferred by the Foundation will depend upon
the success of its public fundraising program. t is anticipated that commencing in
2014 or 2015, at least 3-10 grants in aid will be conferred each year, providing that
funding becomes available to maintain the scholarship program.
ADDENDUM to Section 1. Line 4c
The amount of each grant in aid and scholarship grant will be determined
based upon (i) the actual amount of tuition, school books, and supplies that are
anticipated for the attendance at the high school, college, university or trade school
applied for and (ii) the aggregate amount for Foundation funding generally. All
applicants will be informed that funding for the Foundation's grants in aid and
scholarships are limited, that the Foundation anticipates receiving many more
applications for both grants in aid and scholarships than can be accommodated
based upon anticipated available funding, that grantees are required to resubmit
their applications to the Foundation for each school year for which an educational
grant in aid or Foundation grant may be requested, and that the Foundation makes
no representation or warranty that the Scholarship will be conferred for the benefit of
any individual who may apply for such grant or who may have received a pnor
scholarship grant from the Foundation.
ADDENDUM to Section 1. Line 4d
As stated above, once an individual has received an educational grant in aid
to attend a high school, college, university or trade school of the individual's choice,
the recipient must maintain at least a "B" average or equivalent. n addition, penodic
progress reports will be required regarding each recipient of a. Foundation
scholarship, at least once each year; to determine whether the grantee is actively
participating in the course of studies selected by the applicant, and has performed
the study courses, and undertaken those other educational activities, which the
scholarship grant was intended to finance. n the event that such reports are
unfavorable to the grantee, or there are other indications that their grants are not
being used as intended, the Foundation will investigate and take immediate
corrective action. The Foundation will keep accurate records relating to all
scholarship grants made to individuals, including (i) information obtained to evaluate
grantees, (ii) identification of grantees, including any relationship of the grantee to
the Foundation sufficient to make the grantee a disqualified person, (iii) the amount
and purpose of each scholarship grant, and (iv) follow-up information, including
required annual reports and investigation of jeopardized grants.
-4-
ADDENDUVi to Section 1. Line 1e
n most if not all instances, the Foundation's scholarships will be paid directly
to the high school, college, university or trade school for which such grant is
intended to apply. As stated above, periodic progress reports will be required
regarding each recipient of a scholarship from the Foundation at least once each
year to determine whether the grantee is actively participating in the education
program selected by the applicant, and has performed the study, practice and
undertaken those other educational activities which the grant was intended to
finance. As mentioned above, each recipient of a scholarship from the Foundation
must maintain at least a "B" average grade or equivalent in the college or university
attended and copies of grade transcripts will be requested from each college or
university attended by the recipient, to confirm that this continuing academic
requirement has been met. f grades are under the minimum requirement, the
candidate will not be deemed eligible for additional scholarship grants from the
Foundation.
As mentioned above, in the event that such reports are unfavorable to the
scholarship recipient, or there are other indications that the scholarship grants are
not being used in the manner intended, the Foundation will investigate and take
immediate corrective action (including but not limited to filing small claims legal
actions against any scholarship recipient who has misappropriated the scholarship
funding for the purpose of enabling the Foundation to confer other scholarship
grants) The Foundation will keep accurate records relating to all scholarship grants
made to individuals, including (i) information obtained to evaluate grantees, (ii)
identification of grantees, including any relationship of the grantee applicant
sufficient to make the grantee a disqualified person, (iii) the amount and purpose of
each scholarship grant, and (iv) grade transcripts obtained from the college, ^
university, or trade school attended, and (v) follow-up information, including required
annual reports and investigation of jeopardized grants.
ADDENDUM to Section 1. Lines 6 and 7
The members of the scholarship committee (i.e., the members of the
Foundation's Grants Committee) will be determined at a later date. However, all
committee members are selected by the Board of Directors, acting as a whole, and
members are replaced as they resign or, depending upon the circumstances, if they
fail to carry out their duties in an efficient and unbiased manner. Under no
circumstances whatsoever wiII any appIicant or other famiIy member of a
"disquaIified person," by reason of his or her famiIiaI reIationship by bIood or
marriage to or in business with any officer, director, member, or any other
person affiIiated with or controIIed by the Foundation, be eIigibIe to receive a
grant in aid from the Foundation, or a Foundation schoIarship, and no such
grants in aid or schoIarships shaII be conferred upon any such person at any
time.
-5-
NCOMPLETE APPLCATONS WLL NOT BE PROCESSED
NEW STARSHIP FOUNDATION
SCHOLARSHIP APPLICATION
Office Use Only
Elig. nelig..
Major
Occup.
G.P.A.
Cont. /Trans..
Grad.
Wk. hrs. Ltr..
Male Female_
Deadline:
PLEASE PRNT AND FLL N ALL REQUESTED NFORMATON
Name ^Telephone( )
Last First nitial nclude Area Code
Current Address
Street City State Zip
Birthdate: Place: ^ _Age: Married?.
Soc. Sec. No.: - Driver's Lie. No.:.
Please check your race/ethnic group: (This will be used for statistical record keeping
information only)
Lebanese American_ Black/African-American Filipino ^Asian
Caucasian/White Hispanic/Latino Other (Specify).
U.S. Citizen: ^Yes No f not, Visa type Amnesty No..
Are you a veteran? ^Yes No Number of months before discharge.
High School Attended Graduation Date.
Monthr/ear
Desired College Major
Occupation for which you are preparing
-1-
will be transferring to.
in
Winter Spring Summer Fall
will continue at_
through ^Winter .Spring Summer Fall
will complete my Vocational/Occupational Program in the
Spring Summer Fall
am presently employed_ ^Yes No Average number of weekly hours
(Please check one) Salary per week per hr.
Where employed:.
/
(Company Name) (Company Phone Number)
(Street Address) (City/State) (Zip)
How long employed: months_ years Position_
Supervisor's Name^
Do you plan to work next semester. ^Yes No Weekly hours
f employed, attach verification of employment letter (from your employer) on company
letterhead.
-2-
PERSONAL FINANCIAL STATEMENT
(*lf this information is incomplete we cannot process your application)
Complete either Section 1a. or Section 1b. Be as accurate as possible.
1a. For candidates living at home or receiving assistance from their family:
Father's Name Mother's Name
Occupation. Occupation_
Company _Company
How long employed.. How long employed.
Parents combined annual income from wages $
Your annual income from wages $
Are you married Unmarried
Spouse's Annual income from wages $
Family income from other sources
(i.e., Social Sec., Veterans, AFDC, etc.) $_
All other income from sources not
reported above (i.e., stock dividends,
gifts from other relatives, prize money, etc.) $_
1b. For candidates who are financiallv independent (i.e.. vou do not receive any
support other than listed below):
Your annual income from wages $
Married_ Single
Spouse's Annual income from wages $
Family income from other sources
(i.e.. Social Sec., Veterans, AFDC, etc.) $ ^
-3-
All other income from sources not
reported above (i.e., stock dividends,
gifts from other relatives, prize money, etc.) $_
Ages and names of dependent children or other dependents:
NAME AGE RELATONSHP
2. Do you receive Financial Aid? ^Yes ^ No What type.
How much $ ^ Payment frequency
am not eligible for Financial Aid or Public Support for higher education because
3. Briefly described any unusual circumstances that affect your financial
condition:
, the undersigned, understand and agree that if am awarded a scholarship by
New Starship Foundation, information about me may be released for publicity purposes
or to determine my qualification for receiving the awarded funds. also understand and
agree that if awarded a scholarship, am required to attend the college, university or
trade school applied for and that must maintain at least a 3.0 ("B") Grade Point
Average or equivalent at all times.
Applicant's signature ^ Date:
-4-
NEW STARSHIP FOUNDATION
INSTRUCTIONS FOR COMPLETION OF SCHOLARSHIP APPLICATION
PLEASE READ THS PAGE BEFORE FLLNG OUT APPLCATON
***NCOMPLETE APPLCATONS WLL NOT BE PROCESSED***
BASIC REQUIREMENTS
Applicant must indicate that he/she is a full time high school, undergraduate, or
graduate student currently enrolled in (or desiring to enroll in) an accredited private
school, college, university or trade school.
. Applicant must maintain a minimum 3.0 ("B") Grade Point Average or equivalent
while on scholarship (if applicable).
SPECIAL REQUIREMENTS
An essay, no more than ten (10) typed pages, is required for all scholarship
applicants with educational and personal goals stated, and (if the scholarship relates
to college education) indicating the profession, if any, that you may be interested in
pursuing.
To apply for a scholarship, include in your essay a brief statement telling us about
yourself and any extracurricular activities you have been involved in. A verification
letter adds additional weight to your application.
. nclude at least two (2) letters of recommendation from either a teacher, health care
professional or other adult who knows you well. Ask for letters or recommendations
immediately. Only two (2) letters are to be sent to the selection committee; any
additional letters will not be considered.
. f awarded a scholarship, you are required to attend the undergraduate or
graduate school, college, university, or trade school that accepts your admission.
** Be sure to note in your application any community service/volunteer work you have
completed or participated in.
** Be sure to sign and date your application.
-5-
NEW STARSHIP FOUNDATION
FINANCIAL ASSISTANCE APPLICATION
PLEASE READ THS PAGE BEFORE FLLNG
OUT APPLCATON FOR FNANCAL ASSSTANCE
***NCOMPLETE APPLCATONS WLL NOT BE PROCESSED***
BASIC REQUIREMENTS
Applicant must be of proven very low income and indicate a desire to receive
financial assistance from New Starship Foundation (the "Foundation") in order to qualify
Applicant for waiver of fees and costs associated with participation in course of study at
a High School, College or University. The determination will be made primarily upon
this application for financial assistance.
. n order to establish that Applicant is of low income or very low income, Applicant
must complete the following application for financial assistance and submit it to the
Foundation together with a complete financial statement, including an income and
expense statement and a balance sheet showing all assets and sources of income of
Applicant.
Be sure to complete all blanks in the application and to sign your application. Do
not indicate "Not Applicable" or "N/A" without written explanation.
NOTE: Not all qualified applicants will receive financial grants in aid from the
Foundation, and the number of persons receiving financial grants in aid will depend in
large part upon the availability of funding for the Foundation's charitable and
educational programs and activities after its annual budget requirements have been
met.
-148-
NCOMPLETE APPLCATONS WLL NOT BE PROCESSED
NEW STARSHIP FOUNDATION
FINANCIAL ASSISTANCE APPLICATION
Office Use Only
Elig. nelig.
Major
Occup.
G.P.A.
Cont. /Trans._
Grad.
Wk. hrs. Ltr..
Male Female.
Deadline:
PLEASE PRINT AND FILL IN ALL REQUESTED INFORMATION
Name
, Telephone( ).
Last First
Current Address
nitial
nclude Area Code
Street
City
Birthdate:
Place:
_Age:_
State Zip
Married?
Soc. Sec. No.:.
Student D No.:.
ASG No.:.
Please check your race/ethnic group: (This will be used for statistical record keeping
information only)
American ndian.
Caucasian/White.
_ Black/African-American. Filipino ^Asian.
.Hispanic/Latino Other Specify
U.S. Citizen: Yes No_
.f not, Visa type.
.Amnesty No..
Are you a veteran? Yes No Number of months before discharge
High School Attended__ Graduation Date
MonthA'ear
-1-
Anticipated High SchooI/College/University/Trade School Graduation Date.
MonthA'ear
Occupation (if not presently employed, designate the occupation you desire to
undertake)
am presently employed ^Yes No Average number of weekly hours
(Please check one) Salary per week per hr.
Where employed:.
/
(Company Name) (Company Phone Number)
(Street Address) (City/State) (Zip Code)
How long employed: months ^years Position/Job Title
Supervisor's Name ^
-2-
FINANCIAL STATEMENT
(*lf this information is incomplete we cannot process your application)
Complete either Section 1a. or Section 1b. Be as accurate as possible.
1a. For students living at home or receiving assistance from their family:
Father's Name ^^Mother's Name.
Occupation___ Occupation
Company/Firm__ Company/Firm_
How long empl oyed__ How long employed
Parents combined annual income from wages $ ;
Your annual income from wages $
Are you Married Unmarried.
Spouse's Annual income from wages $
Family income from other sources: $
Social Sec., Veterans, AFDC, etc. $
1b. For students who are financially independent (i.e., you do not receive any
support other than listed below):
Your annual income from wages $
Married Unmarried.
Spouse's Annual income from wages $ ^
-1-
Ages and names of dependent children or other dependents:
NAME
AGE
RELATONSHP
NAME
AGE
RELATONSHP
NAME
AGE
RELATONSHP
NAME
AGE
RELATONSHP
2. Do you receive Financial Aid? ^f so, what type.
am not eligible for Financial Aid or Public Support for higher education
because:
3. Briefly describe any unusual circumstances that affect your financial condition:
4. Complete and attach the personal financial statement of your assets and
liabilities, together with a statement of income and expenses.
5. List here any charitable or humanitarian activities you have personally organized
or participated in during the last 3 years (be specific): ^
-2-
The undersigned hereby acknowledges his or her understanding and agreement
that the purpose of this Application is to determine if Applicant is qualified for financial
assistance in connection with the waiver of fees and costs associated with participation in
a course of study at a High School, College or University. Such determination will be
based primarily upon this application for financial assistance.
The undersigned hereby states under penalty of perjury that all information set forth
in the preceding application for financial assistance, together with all accompanying
financial statements, is true, correct, complete, and fairly represent the financial condition
of the undersigned as of the date hereof.
Executed at
Applicant's signature Date
-3-
MOTOR VEHICLE ACQUISITION AND RESALE AGREEMENT
THIS MOTOR VEHICLE ACQUISITION AND RESALE AGREEMENT
is made as of 20 , by and between
NEW STARSHIP FOUNDATION
a California nonprofit corporation,
(the "Foundation"), wliose address is
14926 Vlartha Street,
Sherman Oaks, CA 91411
and
[no Facilitator has been identified, a
("Facilitator"), whose address is
in contemplation of the following'facts:
A. The Foundation is a California nonprofit corporation that is dedicated to
promoting public education about the history, art, science and vision of motion
picture and television science fiction script writers, set designers and directors who
portray their concepts of life in the distant future. ts primary purpose is to educate
the public by collecting, refurbishing, maintaining and displaying famous motion
picture and television sets, props and other memorabilia, with an emphasis upon
classic science fiction movies and television series, such as Star Trek, for the benefit
and enjoyment of the public at large.
B. Facilitator is a service business that provides the public with an
opportunity to donate their unwanted motor vehicles, i.e., cars, trucks, trailers,
motorcycles, boats, and the like, to charities such as the Foundation, in exchange
for a tax deduction. Facilitator then markets the .serviceable donated vehicles and
scraps the unserviceable donated vehicles.
C. Facilitator has represented to the Foundation that Facilitator will, on the
Foundation's behalf and in the name of the Foundation, solicit donations of motor
vehicles, i.e., cars, trucks, trailers, motorcycles, boats and the like, and repair and
rejuvenate the serviceable donated motor vehicles for resale to the public at large.
Facilitator has offered to provide to the Foundation a complete "turn key" procedure
for obtaining, repairing and reselling motor vehicles on its behalf, as an additional
means of fund raising for the Foundation's charitable purposes.
-1-
D. The Foundation is interested in enlarging its fund raising efforts by
receiving donations of motor velnicles and is willing to enter into the following
contractual agreement with Facilitator for the purposes and upon the terms and
conditions set forth in the following agreement. Facilitator also desires to enter into
the following agreement with the Foundation for the limited purposes hereinafter set
forth.
NOW, THEREFORE, it is mutually agreed between the Foundation and
Facilitator as follows:
1. RecitaIs.
The recitals set forth as Paragraphs A through D hereof, inclusive, are
hereby incorporated by this reference as part of the Agreement made between the
parties hereto, as if said recitals were again set forth at length herein; the Founda-
tion and Facilitator hereby respectively acknowledge the truth and correctness of
each such recital.
2. Acquisition And Marketing.
Advertising for the donation of motor vehicles will be placed by
Facilitator at its sole expense but on behalf of the Foundation and in the name of the
Foundation in local newspapers, auto trader publications (including but not limited to
Car Trader, Truck Trader, Boat Trader and RV Trader, as appropriate), Recyclers
and radio public service announcement, as available. Facilitator will also provide at
its sole expense an incoming toll-free telephone number to facilitate the vehicle
donation process to the Foundation.
3. SaIes Marketing.
Sales advertisements will also be posted by Facilitator on behalf of the
Foundation and in the name of the Foundation in auto trader publications (including
but not limited to Car Trader, Truck Trader, Boat Trader and RV Trader, as
appropriate), Recyclers, local newspapers both in English and Spanish, and flyers.
4. Donation-Acquisition Procedure.
When a prospective donor calls in and describes the motor vehicle to
be donated. Facilitator will, through its computer system, generate a Department Of
Motor Vehicle ("DMV") printout to verify the vehicle's vehicle identification number
("VN"), make and model of the car, and if an application for a duplicate title is
needed. Facilitator will also verify the legal owner of the vehicle. This printout will
be sent out with Facilitator's tow operator. At this same time. Facilitator will gen-
erate a report, showing the value of each vehicle, which may not be based solely
upon the then current Kelley Blue Book or National Auction Results statistics. n
-2-
strict accordance with the provisions of Section 9 below (which shall be controlling in
the event of any conflict herewith), the donor will then receive a receipt for the
generic description of the vehicle, as well as the report, so that the donor, the
Foundation and Facilitator may jointly determine the reasonable value of the
donated vehicle. The sale price of the vehicle on an average will in most cases be
substantially less than the marketable value of the vehicle, and the i o v ^ of the
value of the vehicle as determined by the Foundation, Facilitator and donor, or the
actual sales price for the motor vehicle, will be used by the donor for charitable
deduction purposes.
Facilitator will accept vehicles in the Foundation's name that will not
pass smog inspections, are out of registration, are out of state (and would normally
be affected by a $350.00 out of state smog impact fee) and vehicles that are
otherwise damaged and inoperable. All vehicles that are inoperable or damaged will
immediately be sold to a junk yard such as, by way of example only, "Pick-A-Part, to
be scrapped, and one half (i.e., 50%) of the gross proceeds from sale will be for-
warded to the Foundation without deduction or offset, within five (5) calendar days
from Facilitator's receipt of such proceeds. The serviceable vehicles will be
marketed at_ ^ 'ocated at
, in a well-lit, gated lot.
5. Sales Procedures.
All vehicles will be sold to the public on a completely AS-S and
WHERE-S basis, without representations or warranties of any kind. The purchaser
will be required to sign a form stating his or her name and driver's license number,
and will acknowledge that he or she is buying a donated vehicle with no history
attached. The purchaser will also be required fully to release the Foundation from
any and all liabilities relative to the purchase and use of the vehicle. A DMV change
of ownership certificate will immediately be completed and forwarded to the DMV,
releasing the donating party from any and all liabilities regarding the subject vehicle.
Facilitator will operate the business in accordance with all DMV procedures from
time to time in effect, and will secure all DMV, police and city licenses and permits
which may be required to operate the business in a lawful manner. Facilitator will
forthwith provide a true, correct and complete copy of all such licenses and permits
to the Foundation for its records.
6. Division Of Sales Proceeds.
Facilitator will pay all costs and expenses incurred in connection with
advertising, receiving vehicles, repairing and rejuvenating vehicles, transporting
vehicles, marketing and selling vehicles and complying with all applicable laws,
statutes and ordinances relating to the conduct of such business. Accordingly,
Facilitator will assume and be solely responsible for the payment of all costs of
marketing, collecting and reselling the vehicles, to the end that no cost or expense
-3-
will be incurred by the Foundation in connection with any aspect of the acquisition,
restoration, marketing and sale of such vehicles.
The gross proceeds received by Facilitator from the sale of both
serviceable and unserviceable vehicles (whether such sale occurs to the public at
large or to a junk yard) will be divided between Facilitator and the Foundation on an
equal (i e 50-50) basis, and payment of the Foundation's share of such proceeds
will be made in lawful money of the United States within five (5) calendar days from
the date Facilitator receives such proceeds from sales.
7. LIabiIitv Insurance and Indemnification.
Facilitator hereby agrees to obtain and maintain in effect at all times
during the term of this Agreement both premises and casualty liability insurance
from one or more major insurance companies licensed to do business in California,
in an amount of not less than THREE MLLON DOLLARS ($3,000,000.00), and
Facilitator further agrees to provide a true, correct and complete copy of each such
policy to the Foundation showing that it is an additional named insured thereunder.
Likewise, Facilitator will provide the Foundation with a true, correct and complete
copy of its workers compensation insurance coverage, showing the Foundation as
an additional named insured thereunder. Each said insurance policy shall provide
by its terms that it is not cancellable except upon at least ten (10) days prior written
notice to the Foundation Further, Facilitator hereby agrees to hold the Foundation
safe and harmless of, from and to defend the Foundation and its officers. Directors
and members against (including without limitation all attorneys' fees and costs
incurred by the Foundation) any and all claims for damages or injuries to persons or
property arising directly or indirectly from the conduct of the vehicle donation
business described herein.
8. Term: Termination.
The term of this Agreement shall be for no set time or duration and will
continue solely at the will of the parties hereto. Accordingly, this Agreement may be
cancelled in its entirety by either party at any time, with or without cause and with or
without cause stated, by giving not less than seven (7) calendar days prior written
notice from one party to the other, in accordance with the requirements of Section
9.4 below. n the event of any such termination. Facilitator shall account to the
Foundation for all sums which may be due and owing to the Foundation pursuant to
the provisions of this Agreement prior to the effective date of termination.
9. CompIiance With The IRS Interim
Guidance For Motor VehicIe Donations.
The Foundation and Facilitator are each aware of the issuance of
TDNR JS-2484; Notice 2005-44 (the "nterim Guidance"), on the deductibility and
-4-
substantiation requirements relating to charitable contributions of qualifying motor-
vehicles The Foundation and Facilitator each hereby accept and agree to comply
with the letter and spirit of the nterim Guidance. n so doing, the Foundation and
Facilitator understand that under the nterim Guidance, the deduction for donated
vehicles is limited, with certain exceptions, to the actual sale pnce of the vehicle
when it is sold by the Foundation or Facilitator. Under the nterim Guidance, donors
are allowed to claim a fair market value ("FMV") deduction in cases where the
Foundation or Facilitator either gives or sells the vehicle at a low pnce to a needy
individual provided such transfer furthers the Foundation's purpose of improving the
health, economic development, access to mobility and aesthetics of greater Los
Angeles and Southern California communities.
The Foundation and Facilitator understand that no charitable deduction
is allowed under RC Sec. 170(a) for the contribution of a qualified vehicle with a
claimed value in excess of $500, unless the donor substantiates the contnbution by
a contemporaneous written acknowledgment from the Foundation or from Facilita-
tor as the Foundation's agent for this purpose. The Foundation and Facilitator each
hereby assumes the responsibility of providing such written acknowledgments to
donors of motor vehicles (the Foundation and Facilitator are also aware that
providing a false or fraudulent acknowledgment, or knowing failure to provide an
acknowledgment, may expose both the Foundation and Facilitator to penalties under
RC Sec. 6720).
The Foundation and Facilitator will provide written acknowledgments
which contain the name and taxpayer identification number of the donor, the motor
vehicle identification number, and the date of contribution. n order to be contemp-
oraneous, the written acknowledgment will be provided to donors within 30 calendar
days of either (1) the date of contribution, or (2) the disposition of the vehicle by the
Foundation or Facilitator, whichever occurs first. The Foundation and Facilitator will
inform donors that they must include a copy of the acknowledgment with their tax
returns on which such deductions are claimed. The additional required contents of
the acknowledgment depend upon whether the Foundation or Facilitator will (1) sell
the qualified vehicle without any sigriificant intervening use or material improvement,
(2) make significant intervening usage of or material improvement to the vehicle
prior to selling it, or (3) either gratuitously transfer or sell the vehicle at a price
significantly below FMV to a needy individual in direct furtherance of the Founda-
tion's charitable purpose of improving the health, economic development, access to
mobility and aesthetics of greater Los Angeles and Southern California communities.
For a qualified vehicle that is sold by the Foundation or Facilitator
without significant intervening use or material improvement, the acknowledgment will
include the date the vehicle was sold by the Foundation or Facilitator, the gross
proceeds from the sale, certification that the vehicle was sold in an arm's length
transaction between unrelated parties, and a statement to the donor that the
deductible amount is limited to the gross proceeds from that sale. For qualified
vehicles for which the Foundation or Facilitator intends a significant intervening use
-5-
or to make a material improvement, tlie acknowledgment will include (1) a
certification and detailed description of either the significant intervening use and the
intended duration of such usage or the intended material improvement, and (2)
certification that the vehicle will not be sold prior to completion of such usage or
improvement.
For a qualified vehicle that the Foundation or Facilitator intends to sell
to a needy individual at significantly below FMV (or to be gratuitously transferred to
such a person), the acknowledgment will also include a certification that the
Foundation will make such transfer to a needy person, and that the sale or transfer
will be in direct furtherance of the Foundation's charitable purpose of improving the
health, economic development, access to mobility and aesthetics of greater Los
Angeles and Southern California communities.
f the claimed value of the donated qualified vehicle exceeds $500, the
Foundation and Facilitator may be limited under RC Sec. 170(f)(12), depending on
how the Foundation or Facilitator uses the vehicle. f the vehicle is sold by the
Foundation or Facilitator without significant intervening use or material improvement,
the Foundation and Facilitator will inform donors that their claimed deduction will be
limited to the gross proceeds from the Foundation's or Facilitator's sale of such
vehicle. However, if the Foundation or Facilitator makes significant us of and/or
materially improves the vehicle, the gross proceeds limitation does not apply and the
Foundation and Facilitator will inform the donor that the fair market value of the
vehicle must then be substantiated by the donor. The Foundation and Facilitator
acknowledge their mutual understanding that to constitute "significant intervening
use" the Foundation (and not Facilitator) must actually use the vehicle in
furtherance of its regularly conducted activities, and the usage must be significant
(per the nterim Guidance, whether the usage is significant is determined depending
on the nature, frequency, extent and duration of the usage). Also, it the qualified
vehicle is either given to a needy individual or sold to such a person at a price
significantly below FMV in direct furtherance of the Foundation's purpose to improve
the health, economic development, access to mobility and aesthetics of greater Los
Angeles and Southern California communities, the gross proceeds limitation also
does not apply. The Foundation and Facilitator will inform donors that it is their
responsibility to substantiate the fair market value of the vehicle, although the
Foundation may provide limited assistance in this regard.
The Foundation and Facilitator hereby adopt the RS definition of a
"material improvement", i.e., a major repair or upgrade that improves the condition of
the qualified vehicle such that the vehicle significantly increases in value. The'
Foundation and Facilitator understand that "material improvements" do not include
finish work finish work (such as paint, rust proofing or wax), dent or scratch removal,
installation of theft deterrent devices, or the cleaning or repair of upholstery. n
addition, major repairs will not be considered to be "material improvement" if they
are funded by additional payments to the Foundation by the donor of the qualified
. vehicle.
-6-
For purposes of RS Sec. 170, FMV may determined by reference to an
established used vehicle pricing guide, such as the Kelley Blue Book. However, the
Foundation and Facilitator are also each aware that the dealer retail value isted for
a particular vehicle in such a guide is not an acceptable measure of the FMV of a
similar vehicle. For contributions made after June 5, 2005, the acceptable measure
of the FMV of a vehicle is limited to amounts not in excess of the price listed in a
used vehicle pricing guide for private party sales of similar vehicles. f the deduction
is not limited to the gross proceeds from the sale of the vehicle, the Foundation and
Facilitator will inform donors that they are required to provide a qualified appraisal as
substantiation for any deductions in excess of $500. Both the Foundation and
Facilitator are aware that the interim guidance generally applies to contnbutions
made on or after January 1, 2005, and until regulations become effective. Certain
transition rules apply. Contemporaneous written acknowledgments obtained on or
before July 3, 2005 will be considered to satisfy the requirements even if they fail to
include the date on which the vehicle was sold by the Foundation or by Facilitator, or
the detailed description of the intended significant intervening use or material
improvement by the Foundation or Facilitator. Acknowledgments that are consider-
ed contemporaneous for purposes of RC Section 170 will also be considered con-
temporaneous for purposes of the RC Section 6720 penalties for false or fraudulent
acknowledgments and for knowing failure to furnish proper acknowledgments.
10. MisceIIaneous.
10.1 Subject to the provisions set forth in Sections 5 and 6 above,
which shall be deemed controlling in the event of any conflict herewith, payment to
the Foundation will be made not less frequently than once per calendar month,
which payment shall be accompanied by a true, correct and complete copy of all
transfer and acquisition documents recording each vehicle's sale price, and the fifty
percent (50%) due and payable to the Foundation in lawful money of the United
States. The proceeds payable to the Foundation may also be deposited in a
mutually acceptable escrow account if it is deemed desirable by the Foundation
10.2 Facilitator also agrees to accept on behalf of the Foundation any
other property, art, boats, etc. that the public may wish to donate to the Foundation.
All of the proceeds described in this Agreement will also apply to other types of
property with the added provision that the Foundation will be entitled to approve or
disapprove any donations of real property before acceptance by Facilitator oh the
Foundation's behalf.
10.3 Any and all advertising used by Facilitator in connection with this
Agreement will be subject to the Foundation's prior approval, which approval may be
given or withheld in the Foundation's sole and absolute judgment and discretion.
The projected intake of vehicles for this program is one or two vehicles per week,
which is below the ten (10) vehicles per week average amount processed through
- 7-
other donation services such as, by way of example only, National Mission
Children's Locate Center, nc. Facilitator has informed the Foundation that the
prime donation period is the fourth quarter of each year. To take advantage of this,
Facilitator has represented to the Foundation that it is essential that it concentrate its
efforts toward implementing this Agreement as soon as possible.
10.4 All correspondence, notices, statements, demands and payments
shall be in writing and shall conclusively be deemed delivered upon personal
delivery or 48 hours after deposit into the United States Mail, postage prepaid,
certified and return receipt requested, to the address of the respective parties hereto
set forth at the beginning hereof or to such other address as the respective parties
may designate from time to time to the other by notice given in conformance with the
requirements of this Section 10.4.
10.5 The invalidity or unenforceability of any provision(s) hereof or of
any part of any provision(s) hereof shall in no way affect the validity or enforceability
of any other provision or part hereof and this Agreement shall be interpreted,
construed and enforced as though the invalid or unenforceable provisions were not
contained herein. This Agreement is made in accordance with and shall be
construed and enforced pursuant to the laws and procedures of the State of
California.
10.6 n the event that any action is commenced to enforce the rights of
any party hereto, the prevailing party in such action shall be entitled to recover from
the other party therein such attorneys' fees in addition to costs as may be incurred.
10.7 The parties hereby respectively agree to execute and deliver any
additional documents and instruments that may reasonably be necessary to carry
out the terms of this Agreement and which are requested by either party hereto.
10.8 This Agreement may be executed in one or more counterparts,
and when so executed by each of the parties shall constitute a single valid
agreement though each of the signatories may have executed separate counterparts
thereof.
10.9 No failure or delay on the part of any party hereto in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. Failure to insist upon -
compliance with any of the terms hereof shall not be deemed a waiver of such
terms; nor shall any waiver or relinquishment of any right or power hereunder at any
one time or more times be deemed a waiver or relinquishment of such right or power
at any other time or times. The provisions of this Agreement may be waived or
altered, as to any particular transaction or otherwise, only by an instrument in writing
executed by or on behalf of the party to be charged thereby.
-8-
10.10 Each party hereto hereby acknowledges having consulted with
(or having had ample opportunity to consult with) independent legal counsel of such
party's choice and selection with respect to all matters pertaining to this Agreement,
and having been fully advised (or having had the ample opportunity to have been
fully advised) with respect to the potential legal consequences of entenng into this
Agreement. Each party is therefore entering into this Agreement in the exercise of
the independent business judgment discretion of such party and as a matter of such
party's choice and free will.
10.11 Time is hereby determined to be the essence of each provision
hereof This Agreement may not be assigned or transferred to any other persons or
parties whomsoever, by operation of law or otherwise, without the pnor written
consent of the other party hereto, which consent may be given or withheld in such
other party's sole and absolute judgment and discretion. Any purported assignment
of undertakings, rights or benefits under this Agreement without such consent
having first been obtained shall be null and void ab initio and shall confer no duties,
rights or benefits whatsoever. Subject to the preceding provisions, any assignment
which is consented to in accordance with the letter and spirit of the preceding
provisions of this Section 8.11 shall be binding and enforceable upon, and shall
inure to the benefit of, the lawful successors-in-interest and assigns of the respective
parties hereto.
10.12 At all times during normal business hours, all of Facilitator's
books and records regarding vehicles and other property acquired, restored or
rejuvenated and sold by Facilitator pursuant to the provisions of this Agreement shall
be open to the inspection and copying by the Foundation and by its duly authonzed
agents and representatives.
10.13 No relationship is created or will exist between the Foundation
and Facilitator other than that of independent contractors. Accordingly, Facilitator is
not the employee, agent, servant or representative of the Foundation, or vice versa,
and neither party shall have the right, power or authority to bind the other in any
way, without the prior written consent of both parties hereto.
10.14 Each person signing this Agreement on behalf of a party hereto
hereby represents to the other party hereto that he or she has the full right, power
and authority to execute this Agreement on behalf of such entity and that such entity
executed the same as its own act and deed and has the ability to carry out the
provisions of this Agreement in accordance with its terms and conditions.
-9-
IN WITNESS WHEREOF, the parties hereto have executed this Motor
Vehicle Acquisition And Resale Agreement on the date set forth above, at
, California.
NEW STARSHIP FOUNDATION,
a California nonprofit corporation
By_
Title:
By
Title:
(Two corporate officers must sign)
the "Foundation"
a
By
Title:
"Facilitator"
^ :,-10-
VEHICLE DONATION FORM
NEW STARSHIP FOUNDATION
(818)784-1833
RETAIN THE ORIGINAL OF THIS FORM FOR YOUR TAX RECORDS. Comedy
Collective Foundation will oversee the process utilized in determining the fair marl<et
value of non-cash donations received. However, it is the donor's responsibility
accurately to report such fair market value determination if a tax-deductible
contribution is claimed.
1. REGISTERED OWNER INFORMATION
HOME
ADDRESS
NAME (FRST-NTAL-LAST)
STREET CTY STATE ZP
TELEPHONE ^
2. DONOR INFORMATION
NAME (FRST-NTAL-LAST)
HOME
ADDRESS
STREET CTY STATE ZP
TELEPHONE
3. VEHICLE INFORMATION
YEAR MAKE MODEL CYLNDERS MLES
^ :,-1-
VN NUMBER
LCENSE NUMBER/STATE EXPRATON DATE
COMMENTS: VEHCLE CONDTON: / _ / OPERABLE / _ / NOPERABLE
4. VEHICLE APPRAISAL
SPECIAL NOTE: WHOLESALE KELLEY BLUE BOOK-RETAIL KELLEY BLUE
BOOK-APPRAISED VALUE CANNOT BE USED IF THE VALUE OF THE
SUBJECT VEHICLE EXCEEDS $500.00.
Appraised Value: $.
By signing this Vehicle Donation Form, the donor certifies that he/she/it is the
registered and legal owner of the above described vehicle or has the right to donate
the vehicle on behalf of the registered owner and that all information above is
accurate. No goods or services were provided to the donor in exchange for this
contribution.
Signature:__ Date:.
SPECIAL NOTE: The above vehicIe is being received on behaIf of New
Starship Foundation, a CaIifornia nonprofit, tax exempt corporation,
EIN 46-1058810, subject to the Iimitations of the IRS Interim Guidance For
Motor VehicIe Donations, aIso known as TDNR JS-2484; Notice 2005-44.
^ :,-2-
HUSTON HUDDLESTON - President and Director
14926 Martha Street
Sherman Oaks, CA 91411
Huston Huddleston is a Writer, Producer and Director oI Film and TV. Huston went to
Buckley School, LA Valley College, majoring in Cinema and Broadcasting. He has
written and directed several Iilms, as well as articles and reviews Ior the LA Times, Film
Threat Video Watchdog, SFX Magazine and the book "Disney: A Mouse Under Glass".
He wrote special lyrics Ior the ABC-TV Frank Sinatra's 80th Birthday TV Special,
composed over 100 songs Ior various artists, wrote 25 screenplays, 4 musicals, and
recently the horror play "Soul Less". In London he wrote and produced several TV pilots
including "Wanker World" "The Wacky Dooley Show" and the Channel 4 TV comedy
"The Greatest Show Ever" directed by Joe Dante, the screenplay based on the comic
book "Valentine", wrote and directed the TV pilot "Paranormal ManiIestation Squad",
wrote two animated Iilms Ior Don Bluth and just recently wrote and directed the pilot Ior
the animated series "Captain Daddy" starring Ed Asner, Fred Willard, Richard Horvitz
and Roger Bart.
NANCY ADAMS HUDDLESTON - Vice President, Treasurer, and Director
14926 Martha Street
Sherman Oaks, CA 91411
Nancy A. Huddleston has a strong music and music business background which includes
perIormances and vocal music arrangements Ior many artists including Neil Diamond
and Frank Sinatra. She spent many years on staII at First Congregational Church oI Los
Angeles (1988-2011). She managed and coordinated Music and Wedding Events and
worked as Secretary to the Board oI Trustees at FCCLA.
AUBREY WEST - Secretary and Director
6222 Klump Ave
North Hollywood CA 91606
A liIelong Star Trek Fan, Aubrey was bom on the Island oI St. Thomas in the American
Virgin Islands, and raised in WallingIord Pennsylvania. Aubrey attended Delaware
County College and Los Angeles Valley College, majoring in Theatre and Film with ah
Emphasis on Direction. He' s worked extensively on stage wearing all hats at one time or
another including: Directing, Acting, Stage Management, Light and Sound Design, Crew
and Set Design. Longtime Iriend oI Huston Huddleston, Aubrey has been helping on the
Enterprise Restoration project since nearly day one.
RONALD D. MOORE - Director
Tall Ship Productions
985 E. Green St.
Pasadena, CA 91106
Screenwriter and television producer. He is best known Ior his work on Star Trek The
Next Generation, Voyager, Deep Space Nine, the films First Contact and
Generations and the re-imagined Battlestar Galactica television series, Ior which he
won a Peabody Award. Recently commissioned by LucasIilm to write scripts Ior a Star
Wars live action TV series Ior ABC, and the new SyFy Channel series Helix.
ANDREW PROBERT - Director
17 Chapman Place
Leominster, Ma 01453
Artist who is best known Ior designing the USS Enterprise Ior Star Trek: The Motion
Picture and the Enterprise-D Ior Star Trek: The Next Generation, Battlestar
Gallactica, Disney Imagineering team, Tron, and the DeLorean Irom Back to the
Future. Studied at the Art Center College oI Design.
RICK STERNBACH - Director
12417 Hesby St.
Valley Village, CA 91607
Artist and designer oI many oI the props, phasers, ships, tricorders and buildings Irom
Star Trek The Motion Picture, Star Trek TNG, Voyager, Enterprise, Carl Sagan's
Cosmos, Last Starfighter, NASA and numerous Star Trek engineering books.
Winner oI Hugo Award, Emmy Award, Stembach is also a noted contributor to the
Usenet newsgroup sci.space.history, and is an accepted expert on the various paint
schemes used on the Saturn V booster. His company. Space Model Systems, is a leading
provider oI accurate decals Ior model kits oI the Saturn V, as well as the Apollo
Command Module.
DOUG DREXLER - Director
10461 Cumpston St
North Hollywood CA 91607
Oscar winning visual eIIects artist, designer, sculptor, illustrator and makeup artist.
Credits include: Star Trek TNG, Voyager, DS9, Enterprise, Battlestar Gallactica,-
The Cotton Club, Starship Troopers, Starman, Heartburn, Fatal Attraction,
Poltergeist HI and Dick Tracy. Two Emmy nominations in the same Iield Iollowed Ior
three years, where he perIormed such tasks as aging Sir Patrick Stewart Ior "The Inner
Light".
LARRY NEMECEK - Director
904 E. Fairmount Rd.
Burbank CA 91501
Noted Star Trek author, editor, archivist, consultant and producer, has conducted over
500 archival interviews oI Star Trek writers, designers, crew and actors, most oI them
multiple or annual updates over the years and unpublished, as well as written several
books and episodes Ior the TV series Star Trek Voyager.
DAVID GERROLD - Director
9420 Reseda Blvd. #804
Northridge, CA 91324
Science Iiction screenwriter and novelist known Ior his scripts Ior the popular original
Star Trek episode "The Trouble with Tribbles", Ior creating the Sleestak race on the
TV series Land of the Lost, Babylon 5, Sliders, The Twilight Zone, and his novelette
The Martian Child, which won both Hugo and Nebula awards, and was adapted into a
2007 Iilm starring John Cusack.
RICHARD ARNOLD - Director
5036 Coldwater Canyon #303
Sherman Oaks, CA 91423
Writer oI nimierous articles and research consultant on Star Trek: The Next
Generation, holding the position title oI "Star Trek Archivist", Arnold vetted proposals
and Iinal manuscripts Ior licensed tie-ins (novels, comics, guidebooks, video cover art)
on behalI oI Star Trek creator Gene Roddenberry.
TIMOTHY M. EARLS - Director
1707 Micheltorena St., Apt #3 06
Los Angeles, CA 90026
Originally Irom Coventry UK, Timothy studied at Cardinal Newman Catholic School &
Comm. College then at the Swainsboro Technical Institute and Georgia University. His
credits include set designer and art director Ior: Star Trek: Voyager, Babylon 5,
Terminator 3, Terminator Salvation, Live Free Die Hard, FireIly Serenity, Mission
Impossible 3, Glee, Iron Man 3 and The Lone Ranger.
EXPENDITURE RESPONSIBILITY WITH REGARD TO FOREIGN AIDS
(For use in connection with scholarships granted to
students desiring to attend a foreign college or university)
Re: NEW STARSHIP FOUNDATION
This is to certify that we, New Starship Foundation, will exercise expenditure
responsibility with regard to foreign aids.
Dated: T ~ I , 2013.
NEW STARSHIP FOUNDATION, a
California nonprofit corporation
HUSTON HUDDLESTON, President
ConfIicts Statement
(Excerpt from organizational minutes
of NEW STARSHP FOUNDATON)
"The Chairman stated that the RS will likely request, as part of its
review of the corporation's application for tax-exempt status, that the Board of
Directors adopt a specifically worded policy statement to avoid any conflicts of
interest with its officers, directors and members. The Chairman noted that
there has not been any prior conflict of interest between the corporation and
any of its officers, directors or members in connection with business or
financial matters, and that the private businesses and pursuits of the
members of the Board of Directors and the corporation will be kept completely
separate from the activities of the corporation. After a brief discussion, the
Chairman made the following motion, which was seconded by NANCY A.
HUDDLESTON, and unanimously adopted by the Directors present at the
meeting, as follows:
WHEREAS, it would be in the best interests of this corporation
and in furtherance of its application for tax-exempt status under RC
501 (c)(3), to adopt a specific policy statement regarding avoidance of
conflicts of interest of all kinds between this corporation and its officers
and directors, none of whom are related by blood or marriage, or in
business, and
WHEREAS, a prototype form of conflicts of interest policy -
statement has been propounded by the nternal Revenue Service, for
use in connection with Form 1023 applications for tax-exempt status,
which prototype form has been reviewed and approved of by this Board
of Directors.
NOW, THEREFORE, BE IT RESOLVED: That the prototype
form of conflicts of interest policy statement propounded by the nternal
- 1 -
Revenue Service for use in connection with Form 1023 applications for
tax-exempt status, wliicin prototype form lias been reviewed by this
Board of Directors, is hereby approved and adopted for use by this
corporation as the official conflicts of interest policy statement of this
corporation, and t
RESOLVED FURTHER: That in addition to said prototype form
of conflicts of interest policy statement, and not in limitation thereof, any
director, officer, or key employee who has an interest in a contract or
other transaction presented to the Board or a committee thereof for
authorization, approval, or ratification, shall make a prompt and full
disclosure of his or her interest to the Board or committee prior to its
acting on such contract or transaction. Such disclosure shall include
any relevant and material facts known to such person about the
contract or transaction which might reasonably be construed to be
adverse to the corporation's interest, and
RESOLVED FURTHER: That the body to which such disclosure
is made shall thereupon determine, by a vote of not less than
seventy-five percent (75%) of the votes entitled to vote, whether the
disclosure shows that a conflict of interest exists or can reasonably be
construed to exist. f a conflict is deemed to exist, such person shall
not vote on, nor use his or her personal influence on, nor participate
(other that to present factual information or to respond to questions) in,
the discussions or deliberations with respect to such contract or
transaction. Such person may be counted in determining whether a
quorum is present but may not be counted when the Board of Directors
or a committee of the Board takes action on the transaction. The
minutes of the meeting shall reflect the disclosure made, the vote
thereon, the abstention from voting and participation, whether a
quorum was present, and the names of Directors voting pro or con with
respect to each such request for approval, and
RESOLVED FURTHER: that any one or more of the officers of
this corporation is or are hereby authorized and directed, on behalf of
this corporation, to inform the nternal Revenue Service of the adoption
of the preceding resolutions, and to provide a certificate of adoption in
form and content satisfactory to the nternal Revenue Service, and
RESOLVED FURTHER; that the Secretary of this corporation is
hereby authorized and directed to place in the Minute Book of this
corporation, next following the minutes hereof, a true and correct copy
of said RS prototype form of conflicts of interest policy statement as
adopted by this Board of Directors, next following the minutes hereof,
for purposes of identification and future reference."
^ :,-2-
The undersigned, the President of New Starship Foundation, hereby certifies
that the above excerpt from the organizational minutes of said corporation is true,
correct and complete, and that said resolutions have not be modified or rescinded
and remain in full force and effect.
Dated:
_, 2013
HUSTON HUDDLESTON, President
^ :,-1-
NEW STARSHIP FOUNDATION
CONFLICT OF INTEREST POLICY STATEMENT
ARTICLE I
Purpose
The purpose of the conflict of interest policy is to protect the interests of New
Starship Foundation, a California non-profit corporation (the "Foundation"), when it is
contemplating entering into a transaction or arrangement that might benefit the
private interest of an officer or director of the Foundation, or might result in a
possible excess benefit transaction. This policy is intended to supplement but not
replace any applicable state and federal laws governing conflict of interest
applicable to non-profit and charitable organizations.
ARTICLE II
Definitions
1. Interested Person
Any director, principal officer, or member of a committee with governing
board delegated powers, who has a direct or indirect financial interest, as defined
below, is an interested person.
2. FinanciaI Interest
A person who has a financial interest if the person has, directly or
indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the
Foundation has a transaction or arrangement,
b. A compensation arrangement with the Foundation or with any
entity or individual with which the Foundation has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation
arrangement with, any entity or individual with which the Foundation is negotiating a
transaction or arrangement.
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Compensation includes direct and indirect remuneration as well as gifts or favors
that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under ARTCLE ,
Section 2, a person who has a financial interest may have a conflict of interest only if
the appropriate governing board or committee decides that a conflict of interest
exits.
ARTICLE III
Procedures
1. Duty To DiscIose
n connection with any actual or possible conflict of interest, an
interested person must disclose the existence of the financial interest and be given
the opportunity to disclose all material facts to the directors and members of
committees with governing board dejegated powers considering the proposed
transaction or arrangement. jL
2. Determining Whether k ConfIict Of Interest Exits
After disclosure of the financial interest and all material facts, and after
any discussion with the interested person, he/she shall leave the governing board or
committee meeting while the determination of a conflict of interest is discussed and
voted upon. The remaining board or, committee members shall decide if a conflict of
interest exits.
3. Procedures For Addressing The ConfIict Of Interest
a. An interested person may make a presentation at the governing
board or committee meeting, but after the presentation, he/she shall leave the
meeting during the discussion of, and the vote on, the transaction or arrangement
involving the possible conflict of interest.
b. The chair-person of the governing board or committee shall, if
appropriate, appoint a disinterested person or committee to investigate alternatives
to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee
shall determine whether the Foundation can obtain with reasonable efforts a more
advantageous transaction or arrangement from a person or entity that would not
give rise to a conflict of interest.
d. f a more advantageous transaction or arrangement is not
reasonably possible under circumstances not producing a conflict of interest, the
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governing board or committee shall determine by a majority vote of the disinterested
directors, whether the transaction or arrangement is in the Foundation's best
interest, for its own benefit, and whether it is fair and reasonable. n conformity with
the above determination it shall make its decision as to whether to enter into the
transaction or arrangement.
4. VioIations Of The ConfIicts Of Interest PoIicy
a. f the governing board or committee has reasonable cause to
believe a member has failed to disclose actual or possible conflicts of interest, it
shall inform the member of the basis'for such belief and afford the member an
opportunity to explain the alleged failure to disclose.
b. f, after hearing the member's response and after making further
investigation as warranted by the circumstances, the governing board or committee
determines the member has failed to disclose an actual or possible conflict of
interest, it shall take appropriate disciplinary and corrective action.
ARTICLE IV
Records of Proceedings
The minutes of the governing board and all committees with board delegated
powers shall contain:
a. The names of the persons who disclosed or otherwise were
found to have a financial interest in connection with an actual or possible conflict of
interest, the nature of the financial interest, any action taken to determine whether a
conflict of interest was present, and the governing board's or committee's decision
as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and
votes relating to the transaction or arrangement, the content of the discussion,
including any alternatives to the proposed transaction or arrangement, and a record
of any votes taken in connection with the proceedings.
ARTICLE V
Compensation
a. A voting member of the governing board who receives compensation,
directly or indirectly, from the Foundation for services is precluded from voting on
matters pertaining to that member's compensation.
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b. A voting member of any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or indirectly, from
the Foundation for services if precluded from voting on matters pertaining to that
member's compensation. '
c. A non-voting member of the governing board or any committee whose
jurisdiction includes compensation matters and who receives compensation, directly
or indirectly, from the Foundation, either individually or collectively, is prohibited from
providing information to any committee regarding compensation.
ARTICLE VI
AnnuaI Statements
Each director, principal officer and member of a committee with governing
board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Foundation is charitable and in order to
maintain its federal tax exemption it must engage primarily in activities which
accomplish one or more its tax-exempt purposes.
ARTICLE VII
Periodic Reviews
To ensure that the Foundation operates in a manner consistent with
charitable purposes and does not engage in activities that could jeopardize it tax-
exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a
minimum, include the following subjects:
a. Whether compensation arrangements and benefits are
reasonable, based on competent survey information, and the result of arms length
bargaining.
b. Whether partnerships, joint ventures, and arrangements with
management organizations conform to the Foundation's written policies, are
properly recorded, reflect reasonable investment or payments for goods and
services, further charitable purposes and do not result in inurement, impermissible
private benefit or in an excess benefit transaction.
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ARTICLE VIII
Use of Outside Experts
When conducting the periodic reviews as provided for in ARTCLE V,
the Foundation may, but need not, use outside advisors. f outside experts are
used, their use shall not relieve the governing board of its responsibility for ensuring
periodic reviews are conducted.
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" ,-.-/01 2344-/2501 1-06- "
i I
" $%&' ()*')+ exocut cdi n dupl l cat oat L O S A n g e l e . Calilornia. Ihis `
^ 1st . j^gyjj, January, 2013 . by and bolwccn HUSTON HUDDLESTON and ^
NANCY ADAMS HUDDLESTON/and NEW STARSHIP FOUNDATION, a California
nonprofit corporation,
horoinaltcr callcd respocUvcl y. l ossor and l ossco, wi t houl r egar d to number or gender ,
WITNESSETH: Thai l essor her eby lease' s ;o l es s ee, and l essee hi res Irom l essor , lor Iho pur pos e ol conducl i ng Iheroln
charitable 'and educational activities
and (or no ot her pur pos e, t hose certai n pr emi ses with the appur t enances , si t uat ed In 14926 Martha Street,
Sherman Oaks, CA 91411 . Sl at o oI Calllornla, and more part i cul arly descr i bed a s l ol l ows, l o- wl t :
(Lessor shall designate a portion of 14926 Martha Street that may be
occupied by Lessee, which portion may be changed by Lessor from time
to time upon written notice to Lessee)
`` J h e l e ; m s h a l l b e I o r ^ne (1) year, ` commenci ng on t he
.: _ : 1st dayoI January, 2013. . and endi ng on t he '
1st dayoI January, 2014 , , at t he total rent or s um oI
One D o l l a r r - (5 1 . 0 0 ) Dollars,
lawIul money oI t he United St at es oI Ameri ca, whi ch l essee agr ees to pay to l essor , without deducl i on or oI I set , prior notice or de ma nd, at s uch
pl ace or pl aces as may be desi gnat ed Irom time to time by l essor , in i nst al l ment s as. I ol l ows:
One Dollar ($1.00) per Calendar year/..during the term of this lease.
Lessor acknowl edges recei pt Irom l essee oI t he s um oI $ N o n e , pl aced with l essor to s ecur e t he Iaithlul per I or mance by
l essee oI each and every covenant and condition herei n r equi r ed to bo per I or med by l es s ee. Including but not limited to, at l e s s or ' s opt i ons
l essee s deI aul t s In t he pa yme nt oI rent or ot her s ums due her ei n, repai r oI damage s to the pr emi s es caus ed by l es s ee, or cl eani ng oI t he
pr emi s es upon t ermi nat i on oI the pr oml sos. . Lessor may use s uch I unds and shall have no obligation to credi t l e s s e e ' s account with any Int erest
t her eon.
It is I ur t her mut ual l y agr eed bet ween t he par t i es as Iollows;
1. II iDSSor.-forany r eas on, cannot deliver pos s es s i on oI sai d pr emi s es to l es s ee at t he commencement oI sai d t er m, t hi s l ease shal l not
, be void or voi dabl e, nor shal l l es s or bo liable to l osseo Ior any l oss or damage rosui t i ng t her eI r om: but t her e shal l be a proport i onat e deduct i on oI
rent coveri ng t he peri od bet ween t he commencement .gI sai d t erm and t he time when l essor can deliver pos s es s i on.
2. Les s ee shal l not us e, or permi t sai d pr emi s es , or any par t t her eoI, to be us ed, Ior any pur pos e or pur pos es ot her t han t he pur pos e or
pur pos es Ior whi ch sai d pr emi s es ar e her eby l eas ed: and no us e shall be made or permi t t ed to bo made oI sai d pr emi s es , nor act s done whi ch
will I ncr ease t he exi st i ng r at e oI i ns ur ance upon t he building In whi ch sai d pr emi s es may bo l ocat ed, or caus e a cancel l at i on oI any i ns ur ance
pel cy coveri ng sai d bui l di ng, or any part IhoreoI, nor shal l l essee sel l , or permi t to be kopt . us ed, or sol d. In or a boui s a l d pr emi s es , any article
wh ch may be prohi bi t ed by s t andar d Iorm oI Iire I nsur ance pol i ci es. Lessee shal l , at`hls sol e cost , compl y with any and ail r equi r ement s
pert ai ni ng to t he us e oI sai d pr emi s es , oI any i ns ur ance organi zat i on or company, neces s ar y Ior mai nt enance oI r easonabl e Iire and publ i c
liability i ns ur ance, coveri ng sai d building and a ppur t e na nc e s .
WOQQTT? FORM 973. R^Y. '70^ WOLCOTTS. NC.," 1979 0pt. lynoorlnrnor
PrMrn/ll Pm/nm^MM rnr w (ill l/|(J Ul llUJUl
Iil.tMrh t h n ' n S n , T , ' " l y wasl o upon sai d pr omi sos. or any nui sance, or olhor act or thing whi ch may
m r Pr t t he demi sed pr emi s es may be l ocat ed. Lessee shall not make or su (eM
tn ' `` P ' s s s or Iirst had and obt ai ned, and any addi t i ons
to, or al t eral l ons oI. sai d pr emi s es , except movabl e Iurni t ure and t rade Ii xt ures, shall become at once a part oI t he realty and bel ong to l essor
n r p mi o n c ' ' " ^nd II lessoo Shall abandon, vacate or surrender said
S I P H L I l I P ' " s e e and lelt on t he pr emi s es may be
r emoved, and t he l essor shall have a lien upon all s uch propert y not exempt Irom a lien by Calllornla Civil Code Section 1681 (a). Notice ol Sal e
and t he sal e to enI or ce sai d lien, shall be governed by CaliIornia Civil Code. The pr oceeds real i zed Irom any s uch sal e shall be appl i ed Iirst to t he
M . r ei mbur sement oI cost s to remove t he propert y Irom t he pr emi s es , cost s oI st or age pendi ng s al e, and
r easonabl e at t orney s , I ees i ncurred in connect i on t herev/ l t h; any bal ance remai ni ng shall be appl i ed to t he payment oI any ot her s u ms whi ch may
over Io t l i r S e e obligations previ ousl y enumer at ed, t he bal ance, iI any, shall be pai d
``` consi derat i on Ior rent al , l es s ee shal l , at his sol e cost , keep and mai nt ai n sai d pr emi ses and appur t enances and every
p y t hereoI (except ng exterior wails and rooI whi ch l essor agr ees to repai r), i ncl udi ng si dewal ks adj acent to said pr emi s es , any st ore Iront and
interior oI t he pr emi s es , in good and sani t ar y or der , condition and. r epai r , and repl ace broken gl azi ng. By ent ry her eunder , l essee accept s t he
pr emi ses a s bei ng in good and sani t ary or der , condition and repai r and agr ees on t he last day oI sai d t er m, or sooner termination oI t hi s l ease, to
s ur r ender unt o l essor all and si ngul ar sai d pr emi s es with said appur t enances in t he s ame condition as when recei ved, r easonabl e us e and wear
thereoI and damage by Iire, act oI God. or by t he el ement s except ed, and to remove all oI t he l e s s e e ' s s i gns , Irom sai d pr emi s es .
6. Les s ee shal l , at hi s sole cost , compl y with ail oI t he r equi r ement s oI ail l `uni cl pal . St at e and Federal aut hori t i es now in I or ce, or
whi ch may hereaI er be in I or ce, pert ai ni ng to t he us e oI sai d pr emi s es , and shall IaithIully obser ve In sai d use ail Iviunicipai or di nances and St at e
a n d Fo d o r a l s t a t u t e s n o w In I o r c e o r wh i c h m a y h o r o a I t e r b e In I or oB. Th a J u d g me n t oI a n y c o u r t oI c o mp e t e n t j u r i s d i c t i o n , or t h e a d mi s s i o n ol
e s s e e in any act on or pr oceedi ng agai nst l essee, whet her l essor be a part y t heret o or not . t hat l essee has violated any s uch or di nance or st at ut e
in sai d us e. shal l be concl usi ve oI t hat Iact as bet ween l essor and l es s ee.
I ' """l t ` consi derat i on to be r ender ed to l essor , her eby wai ves all cl ai ms agai nst l essor Ior da ma ge s to goods
w S S L I l r " ` ! ' ? "P": in, upon, or about sai d pr emi s es , Irom any caus e
what soever ari si ng at any t i me, and l essee will hold l essor exempt and har ml ess Irom any liability, l oss, cost and obligation on account oI any
S e s b y i l l s ' l es s \ "J mer chandi s e oI any per s on, ari si ng In any manner Irom t he us e or occupancy oI the
nb. pH J ' conduct ed any sal e by auct i on on sai d pr emi s es . Lessee shall not pl ace or permi t to be
pl aced any si gn, mar quee or awni ng on t he Iront oI sai d pr emi s es without t he written consent oI l essor : l essee upon r equest ol l essor shall
i mnedi at el y remove any, si gn, or decoration, whi ch i es s oe. has pl aced or permi t t ed to be pl aced in. on, or about Ihe Irani ol t he pr emi s es whi ch, in
e S t he P S ` ` ` " 3 n d remove t he s a me . Les s or ' has
. riSSI ' and l essee shall not pl ace or permi t to be pl aced upon
said sl dewal l s. r ear wall or rooI, any si gn, adver t i sement or notice without t he written consent ol l essor .
9. Les s ee shall pay Ior all wat er , ga s . heat , light, power , t el ephone ser vi ce and all ot her ser vi ces and utilities suppl . oJ to sai d
pr emi s es .
P`I "`" ' e s s o r a n d hi s agent s to ent er into and upon sai d pr emi s es at all r easonabl e t i mes aIt er giving not i ce lor the
reoTir . 1 S n ? "oV I t I ' "`' "' `I nl ng t he building In whi ch sai d pr emi ses ar e si t uat ed, or Ior t he pur pos e oI maki ng
I enc s L v I T I i ncl udi ng the erect i on and mai nt enance oI s uch scaI I ol di ng, canopi es
0 in w n T L n S l m ' J ' " T ' ' not i ces oI non-liability Ior al t erat i ons, addi t i ons, or r epai r s or Ior t he pur pos
V1 a 1 0 P' ' """ " " re^^te of rent and without
hlrt d vs 1 r to P`' ' ' `' occasl oned: . and shall permi t l essor , at any time within
t ni ny days pri or to t he expiration dat e oI this i easo. . t o pl ace upon sai d pr emi s es any usual or ordi nary " t o l e t " or " t o l e a s e " s i gns .
ei t her sai d o r e m t s e s S i i f i i f df nf SI ' P'""'' sai d t erm whl ch- r equi r es r epai r s to
a thoritv t ? anv r p. ` ` . c c u p a n c y by any aut hor i zed publ i c
l essor s h i L ' I i ' I `eP`' `s to ei t her sai d pr emi s es or sai d build n
u b l u l S s 1 i T V f ? " " ""der '2WS and regulations of auth ize
sha n n S f n ^ n J v n S T , ^eP^i^^ any such declaration
Shall in no wise annul or void this lease, except that lessee shall be. entitled to a proportionate deduction of rent while such reoairs a e bZo
Z f L l ' ? be based upon the extent to which the making of such repairs sha 1 nmr ere wZ th^^^^^^
th ont nuK?un ^ ^^^ option. S S l w 1
h eas Tn t he I v S I ' . n v J i S T " ? ? " p r e m i s e s r s a i d b d ` `
S H H S ^
t nei r deci si on thereoI shall be Iinal and bi ndi ng on both l essor and l essee who shall bear t he cost oI s uch arbitration equally bet ween t hem.
12. Lessee shall not assi gn t hi s l ease, or any i nt erest t herei n, and shall not subl et said pr emi s es or anv oart thereoI or anv rioht nr
p r * appur t enant t her et o, or suI I er any ot her per son (t he agent s and s er vant s oI l essee except edTt o occupy o u e s a ?`````` or L !
S n , Obt ai ned, Tur t her mor e. this l ease shal not nor shal any inte es````````
P S o ' ' lessor first had an obta 7 c n n by on
one as s i gnment , subl et t i ng, occupat i on or us e by any ot her per s on, whet her by operat i on of law or otherwise shall not be deem`````
Dankruptcy act shaII constItuto a breach of this Iease by Iessee, and shaII, at the option of Iessor, terminate this Iease.
^ i crmi nal ci t S p ' t ^ . ^ h l ' ^ ^ lo possession is ^
S o a) Ihc w o i h a hp 1 nI w M H ' I I l ' m a y r ccovcr Irom S
S D nn` ? n h n r T n, n " oI J udgment ol t he unpai d ronl whi ch had boon ear ned at t he t i me ol l er mi nal i on, l ooel her wi t h i nt er est X V
S ave been e l n i I r t i i S . I H " " / ' ' Iti" " " P` ' ` ` ` I c h woul d `
r e a s o n S S d l o h I I , " P r v c s coul d ha ve been `
` am S ' I I ' ' P ' ' ` " " ' oI J udgme nt g
n i a mount oI s u c h r ent al l os s t hat t he l e s s e e
c ? M ? / ? d' s c ount ed by t ho di s count r at o oI Feder al Res er ve Bank oI San Fr anci sco at t he t i me oI a wa r d oI J udgment S
l i S i I r ~ ' ' ' " I ! " ``` c ompe ns a t e t ho l e s s or Ior all t he det r i ment pr oxi mat el y "caused by t he l e s s e e ' s S
laiiu e to per I or m hi s obl i gat i ons unde r t he l eas e or whi ch in t he or di nar y c our s e oI t hi ngs woul d be likely to r es ul t t her eI r om, t oget he r wi t h c o s t s `
oI sui t and r e a s ona bl e a t t or ne y' s I e e s . '
nr P n n H i J l c ' I `` " ' ' s e r v a n c e . pa yme nt or pe r I or ma nc e oI any oI t he ot her pr ovi s i ons , t e r ms
' M t S r o i J h 1 I " e mpl oye e s , a g e n t s , i nvi t ees or l i c e ns e es shal l obs t r uc t or
an Z n ` ` ` ` ` ` 0 he r occupan s . or a nnoy t hem by unr e a s ona bl e noi s e s or ot her wi s e , or s houl d t hey commi t or per I or m any nui s a nc e
h l i S S ,Hn s uI I e r any illegal or Immoral act to be commi t t ed t her eon. t ho l e s s or ma y. at i t s opt i on, t er mi nat e t hi s l eas e a n d . a ny
mani i er a s i S s p e c l l l e I " " ' " " s a I ` ` / e n t a l r at e a nd payabl e In t he s a me
15. The vol unt ar y or ot her s ur r e nde r oI t hi s l eas e by l e s s e e , or a mut ual cancel l at i on t her eoI , shal l not wor k a me r ge r , and shal l , at t he
opi i on oI l es s or , t or mi nat o all or any exi st i ng s ubl e a s e s or s ubt e na nc i e s or ma y. at t he opt i on oI l es s or , oper at e a s an a s s i gnme nt lo hi m oI any or
all ol s u c h s u b l e a s e s oI s ubt e na nc i e s .
1 6 . iI l e s s o r i s m a d e a p a r l y d e I o n d a n t t o a n y l i t i gat i on c o n c e r n i n g t h i s l e a s e o r t h e l e a s e d p r e m i s e s o r t h e o c c u p a n c y t h e r e o I b y l e s s e e .
h o n l o s s e o s h a l l hol d h a r m l e s s l e s s o r I r o m al l l i abi l i t y by r e a s o n oI s a i d l i t i ga t i on, i n c l u d i n g r e a s o n a b l o a l t o r n o y s l o o s a n d o x p e n s o s i n c u r r e d b y
l e s s o r i n a n y s u c h l i t i ga t i on, w h e t h e r o r n o t . any s u c h l l t l gal l on Is p r o s e c u t e d t o j u d g m e n t . II l e s s o r c o m m e n c e s a n a c t i o n a g a i n s t l e s s e e t o e n I o r c e
a n y oI t h e t e r m s h e r e o I o r b e c a u s e oI t h e b r e a c h b y l e s s e e oI a n y oI t h e t e r m s h e r e o I , or I or t h e r e c o v e r y oI a n y r e n t d u e h e r e u n d e r , o r I or a n y
u n l a wI u l d e t a i n e r oI s a i d p r e m i s e s . l e s s e e s h a l l p a y t o l e s s o r r e a s o n a b l e a t t o r h e y s I o e s a n d e x p e n s e s , a n d t h e r i g h t t o s u c h a t t o r n e y s I e e s a n d
e x p e n s e s s h a l l b e d e e m e d t o h a v e . a c c r u e d o n t h e c o m m e n c e m e n t oI s u c h a c t i o n , a n d s h a l l b e e n I o r c e a b l e w h e t h e r o r n o t s u c h a c t i o n i s
p r o s e c u t e d t o j u d g m e n t . K l o s s e o b r e a c h e s a n y t e r m oI t h i s l e a s e , l e s s o r m a y e mp l o y a n a t t o r n e y o r a t t o r n e y s l o p r o t e c t l e s s o r ' s r i g h t s
h e r e u n d e r , a n d In t h e e v e n t oI s u c h e m p l o y m e n t I ol l owi ng a n y b r e a c h b y l e s s e e , l e s s e e s h a l l p a y l e s s o r r e a s o n a b l e a t t o r n e y s I e e s a n d e x p e n s e s
; - . j ncur r ed b y l e s s o r , w h e t h e r o r n o t a n a c t i o n I s a c t u a l l y c o m m e n c e d a g a i n s t l e s s e e b y r e a s o n oI s a i d b r e a c h .
17. All not i ces to be gi ven to l e s s e e shal l be gi ven in wri t i ng per s onal l y or by deposi t i ng t he s a me in t he United St at es mai l , pos t a ge
. pr e pa i d, a nd a d d r e s s e d to l e s s e e at s ai d pr e mi s e s , whe t he r or not l e s s e e h a s de pa r t e d I r om, a b a n d o n e d or va c a t ed t he p r e mi s e s . All not i ces to
be gi ven to l e s s or shal l be gi ven In wri t i ng per sonal l y or by deposi t i ng t he s a me In t he Uni t ed St a t e s mai l , pos t a ge pr e pa i d, and a d d r e s s e d t o t he
l es s or at t he pl ace de s i gna t e d by l e s s or I or t he pa yme nt oI r ent , or at s u c h ot her pl ace or pl a c e s a s ma y be de s i gna t e d I r om t i me t o t i me by l e s s or .
18. II any s e c ur i t y be gi ven by l e s s e e t o s e c ur e t he Iai t hIul pe r I or ma nc e oI all or any oI t he c ove na nt s oI t hi s l eas e on' t he par t oI l e s s e e
e s s or ma y t r a ns I e r a n d / o r del i ver t he s ecur i t y, a s s u c h , to t he p u r c h a s e r oI t he r ever s i on, In t he event t hat t he r ever si on be s ol d, a n d t he r e upon
os s or shal l bo di s c ha r ge d I r om a ny I ur t her liability In r e I e r e nce t her et o. Le s s e e he r e by wai ves not i ce I n- t he event oI l e s s o r ' s t r a ns I e r oI Its
Inlorost In tho l e a s e d p r e mi s e s .
19. The wai ver by l e s s or oI any br eac h oI any t er m, covenant or condi t i on her ei n cont ai ned shal l not . be de e me d to be a wai ver oI s u c h
t er m, covenant or condi t i on or a ny s u b s e q u e n t br e a ch oI t he s a me or any ot her t er m, covenant or condi t i on her ei n c ont a i ne d.
20. Any hol di ng over aI t er t he expi rat i on oI t he s ai d t er m, wi t h t he c ons e nt oI l es s or , shal l be c ons t r ue d to be a t enancy Irom mont h to
mont h, at a r ent al oI O N E D O L L A R y e a r
1 . 0 0 ` ) Dollars a raoIltb. and shal l ot her wi s e be on t he t e r ms a nd condi t i ons her ei n s peci I i ed, s o Iar a s appl i cabl e.
21. ESCALATION CLAUSE: The l e s s e e a g r e e s t hai s houl d t he l eas ed pr e mi s e s bo t axed at a hi gher r al e t han t he rat o lor t ho " p r e s e n t "
lax year . t hen s ai d I ncr oas o shal l bo pai d by tho l os s eo mont hl y a nd shal l bo proratoci over t he t wel ve monl h per i od lo whi ch s ai d l ax Is
at t r i but abl e and shal l bo d u e and payabl e a s r e nt . 2 0 1 3 - 2 0 1 4
T h e " p r e s e n t " t a x y e a r h w e t o I o r e r e I e r r e d t o i s t h e I i s c a l y e a r -? . . T h e t a x bill I or t h e l e a s e d p r e m i s e s I or t h e " p r e s e n t " t a x
yearls$ d e t e r m i n e d b y t h e b u i l l d e r m a s t e r ' l e s s o r .
22. SUBORDINATION CLAUSE: Thi s l eas e i s s ubj e c t a nd s ubor di na t e to all exi st i ng l e a s e s and to all mor t ga ge s and d e e d s oI t r us t whi ch
may now or he r e a I t e r aI I ect t he real pr oper t y oI whi ch t he l eas ed pr e mi s e s I or m a par t , and to ail r e ne wa l s , modi I i cat i ons, r e pl a c e me nt s a nd
ext ens i ons t her eoI . The l e s s e e he r e by a gr e e s to execut e any i ns t r ume nt s Ior t he beneI i t oI t he l es s or a s ma y b e n e c e s s a r y to eI I ect uat e t hi s
pr ovi si on oI t he l e a s e . .
2 3 . t a k i n g BY E / ` I NE NT DOMAI N: In c a s e t h e wh o l e oI t h e l e a s e d p r e m i s e s a r e t a k e n b y r i g h t oI e mi n e r n d o ma i n o r o t h e r a u t h o r i t y oI
l a w d u r i n g t h e p e r i o d oI t h i s l e a s e , o r a n y e x t e n s i o n t h e r e o I , t h i s l e a s e s h a l l t e r mi n a t e . In c a s e a p a r t oI t h e l e a s e d p r e m i s e s a r e t a k e n b y r i g h t oI
e mi n e n t d o m a i n o r o t h e r a u t h o r i t y ol l a w, I hl s l o a s o m a y , a t t h o ol oc t l o n oI t h e l o s s o r , b o t e r mi n a t e d .
II a p a r t p( t h o p r o m i s e s a r o t a k o n b y t h o r i g h t oI e mi n e n t d o ma i n a n d t h o l o s s o r d o e s n o t e l e c t l o l o r ml n a l o t h o l e a s e t h o r o n l heroin
s t i p u l a t e d s h a l l bo d e c r e a s e d p r o p o r t i o n a t e l y a c c o r d i n g t o t h o v a l u e ol t h a t p a r t oI t h e p r e m i s e s t a k e n . II t h e e n t i r e p r e m i s e s a r c t a k e n o r II a p a r t
ol t he l e a s e d p r e m i s e s a r e t a k e n a n d t h e l e s s o r c l e c t s t o t e r mi n a t e t h e l e a s e , t h e n al l c o mp e n s a t i o n p a i d I or t h e t a k i n g s h a l l b e l o n g t o t h e l e s s o r . '
2.-1. The c ove na nt s a nd condi t i ons her ei n cont ai ned shal.l, s ubj e c t to t he pr ovi si ons a s to a s s i g n me n t , appl y to and bi nd t he hol r s
s u c c e s s o r s , e xe c ut or s , a dmi ni s t r a t or s a nd a s s i g n s oI all t he par t i es her et o; and all oI t he par t i es her et o shal l bo Jointly a nd s ever al l y liabl e
he r e unde r .
25. Ti me i s oI t he e s s e n c e oI t hi s l e a s e .
' j ^ j f ' ^hoso presonts, tho day and year first above written.
" NEW STARSH P FOUNDAT ON, a
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HUSTON HUDDLESTON, P r e s i d e n t
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NEW STARSHIP FOUNDATION, a
California nonprofit corporation
Da t e d J a n u a r y 1 , 2 0 1 3
Co mme n c e s ^anuary 1 , 2 0 1 3
Expi r e s J a n u a r y 1 , 2 0 1 4
Location 14926 Martha. Street
anerman Oaks, CA 91411"
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WonderCon 2013: A grand genre mashup with
40,000 characters
ApriI01,2013 9:04 a.m.
!"#$%& '"# ) * + , -"./0 12
S E E A L L P H O T O S
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WonderCon attendees wielding camera phones Ilocked around Dawn Bright, a video game concept artist Irom the
Inland Empire area who donned a head-turning Queen Amidala costume oI her own creation. Her lavishly
embellished gown, black Ieathered headdress and trademark white-and-red painted Iace stopped "Star Wars" Ians
in their tracks as they ambled through the lobby oI the Anaheim Convention Center on Friday.
"I made the entire dress Irom scratch," Bright said, proudly pointing out the spiraled embroidery on her cloak
beIore posing Ior more photos. "I just Iinished this costume last night at midnight, and I'll actually be participating
in the masquerade-tomorrow."
A Iew Ieet away, more WonderCon-goers (some oI whom wore costumes oI their own) snapped pictures oI
Bright's husband, Daniel, and their 3-year-old daughter, Victoria, dressed as the heroes Irom Disney's "Wreck-it-
Ralph," with little Victoria's stroUer decked out like VaneUope von Schweetz's candy-coated race car.
I
Dawn, Daniel and Victoria Bright attend WonderCon 2013 at the Anaheim Convention Center. (Noelene
Clark / Los Angeles Times)
The Brights were among roughly 40,000 sci-Ii, Iantasy, horror and comics Ians and proIessionals who descended
on Anaheim over Easter weekend Ior the annual pop culture expo. It' s WonderCon's second year in Anaheim
aIter renovations and scheduling conIlicts at San Francisco's Moscone Center Iorced the convention Irom its Bay
Area roots. The convention is in many ways a smaller version oI San Diego's Comic-Con International, oIIering
panel discussions Ior blockbuster Iilms, popular television shows and comics creators, not to mention portIolio
reviews Ior aspiring proIessionals, book signings, a cosplay masquerade, video game demonstrations and geek-
Iriendly shopping on the convention Iloor. .
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Among this year's programming highUghts were Guillermo del Toro's panel Ior his robots-versus-kaiju movie
"PaciIic Rim," during which he revealed the Alex Ross cover Ior the Iilm's graphic novel prequel; the unveiling oI
DC Universe's latest animated movie, "Superman:.Unbound"; a Ireewheeling Ian Q&A with "Superior Spider-
Man" writer Dan Slott; and a "Much Ado About Nothing" panel that drew Joss Whedon's devoted Ians in Iorce.
Princess Leia meets Wall-E on the WonderCon Iloor
at the Anaheim Convention Center. (Blake HennonV
Los Angeles Times)
Many oI the convention's most memorable moments didn't take place on stage, however, but rather in overheard
conversations and Iun genre mashups as thousands oI Ians oI diIIerent Iranchises crossed paths. On the
convention Iloor, a man dressed as Cloud Irom "Final Fantasy VII" posed in battle against a woman dressed as a
scout Irom "Team Fortress 2," his sword crossing with her baseball bat. A tanned and muscled Rambo struck a
tough-guy pose as Gumby took his picture. And at the R2 Builders' booth, a woman dressed as Princess Leia,
complete with white dress and the cinnamon bun hairdo, knelt in Iront oI a working Wall-E robot, a la Carrie
Fisher and R2-D2 in the beginning oI "A New Hope."
More "Star Wars" Ians crowded around the Ultra Sabers booth, where a rainbow oI glowing lightsabers
beckoned Jedi Knight and Sith Lord wannabes. Ame Lamsa and Rachelle Trial, both Irom San Diego, showed oII
their purchases.
"This is actually Ior my anniversary Ior my husband, who is a nerd as well," Trial said, brandishing a purple
lightsaber. Lamsa's pink saber was a giIt Ior her roommate, she said.
"I think what really sold us is that these are combat ready, so you can smack them against each other, duel with
them and everything, and they don't break," Lamsa said.
"We had other lightsabers in the past," Trial added, "but they were not combat ready, and inevitably, you or a
child who' s around wants to Iight with them, and they break.
RacheUe Trial, leIt, and Anne Lamsa show oII their Ughtsabers at WonderCon 2013 at the Anaheim
Convention Center. (Noelene Clark / Los Angeles Times)
"Star Trek" Ians were also represented throughout the convention, with quite a Iew StarIleet oIIicers carrying
phasers (and a Iew toting tribbles). Near a booth devoted to the Star Trek Enterprise Bridge Restoration and Sci-
Fi Museum, visual eIIects makeup artist Tim Vittetoe appUed Vulcan ears to Dani Sciacca, who is working with
the Bridge Restoration group to turn the iconic Enterprise D set Irom "The Next Generation" into an interactive
museum. Vittetoe talked about the enduring devotion the sci-Ii series inspires among its Ians.
"I think it's because Gene Roddenberry wanted to create a moral Iiber, an inIrastructure iI you will, an ethical
code that people could Iollow," he said. "A lot oI kids who didn't have a Iather Iigure or who didn't have that in
their lives could actually Iollow 'Star Trek' and learn Irom it, and iI you talk to 'Star Trek' Ians, you Iind that that
is true Ior many oI them."
On the other side oI the convention Iloor, dozens oI tables were set up Ior board and card games. There, Bill
Salazar, a representative Ior Wyrd Miniatures, showed a group oI Iour Iriends how to play the steampunk-meets-
Wild-West game MaliIaux.
"I really came up here because I' m an aspiring writer, and I' m trying to look Ior an agent," chuckled one oI the
players. National City resident Daniel S. Diaz. "UnIortunately, thanks to this game, it's probably not going to be
happening today, because it's actually a lot oI Iun. ... It' s simply interaction with other people. With how things
have gotten in the past 10 years with the Internet and talking through IMs and texting and aU that, they kind oI
miss the interaction oI just sitting and talking Iace to Iace, seeing people laugh, the way they react when you do
something stupid, or when you say something Iunny and they IaU out oI their chair laughing, and they say, 'Oh.
my sides hurt!' It' s a nice experience."
BiU Salazar, second Irom right, teaches Earl Devega, leIt, Daniel S. Diaz, Catherine Burkhart and Michael
Burkhart how to play the miniatures game "MaliIaux" during WonderCon 2013 at the Anaheim Convention
Center. (Noelene Clark / Los Angeles Times)
Convention-goers got to know each other as they waited in line Ior Iree swag Irom booths such as Capcom and
Lion Forge Comics, Ior merchandise such as Mondo's T-shirts and posters, Ior signings by comic writers and
artists, and Ior panel discussions.
BeIore the panel Ior "Vikings," a worker in a black T-shirt emblazoned with the History channel series' logo was
passing out trading cards oI characters to Ians in the room. One asked iI she could have his shirt. "No," he
replied. "You're the IiIth person to ask me that." Then he cracked: "You'll see it on EBay in two days."
And the panels themselves oIIered plenty oI oII-script entertainment in addition to the planned promotions and
exclusives.
During DC Comics' New 52 panel, "Detective Comics" writer John Layman described the oversized issue oI the
book to be released Wednesday.
"It's an 80-page book, and you Ieel it," he said. "It's thick, and it's a meaty read. You're not going to read it on
the bus or in the restroom or wherever. You will sit down and spend a lot oI time with this book."
"Superman" writer Scott Lobdell chimed in: "Just so you know, you're allowed to read any oI my comics on the
toUet."
Tim Vittetoe applies Spock ears on Dani Sciacca during
WonderCon 2013 at the Anaheim Convention Center.
(Noelene Clark / Los Angeles Times)
During the Q&A portion oI the panel Ior this week's "EvU Dead" reboot, a woman came to the microphone and
said she was such a big Ian oI the Iranchise that she'd waited outside the convention center since 1:30 a.m. to see
the panel (though she needn't have the 9,000-seat arena accommodated anyone who wanted to see the big
studio panels).
"Excuse me Ior saying this," producer Bruce Campbell interrupted her, "but you don't look like an "Evil Dead"
Ian. You look like a soccer mom."
"Apparently you don't know the dark side oI the soccer mom," she quipped.
But perhaps the ultimate display oI Iandom occurred during the panel Ior "The Mortal Instruments: CIty oI
Bones," the upcoming Iilm adaptation oI the supernatural young adult novel series by Cassandra Clare. The
panelists, including Clare, Lily Collins (who plays heroine Clary Fray), Kevin Zegers (Alec Lightwood) and Jamie
Campbell Bower, who plays handsome shadowhunter Jace Wayland, all cooed as a woman carrying an adorable
baby stepped up to the microphone.
"ActiiaUy, I don't have a question," the woman said. She liIted her baby. "I want to introduce you to my son...
Jace."
It' s unclear whether WonderCon wiU stay in Anaheim, return to its longtime home in San Francisco or spUt into
two conventions, said spokesman David Glanzer. In its 27th year, the convention has become known Ior
providing a more laidback experience than its San Diego counterpart.
"It's a very Iriendly show," Glanzer said. "It's a little more relaxed. I think everyone comes in with a very
Iriendly attitude. That was the case in the Bay Area, and we' re happy it's transIerred to Anaheim as weU."
- Noelene Clark, Blake Hennon and Jevon Phillips , LATHeroComplex
Did vou see something (or someone) ama:ing at WonderCon? Join our cosplav photo gallerv bv uploading vour
photos or tagging them with the hashtag MeroComplex on Instagram or Twitter.
R E C E N T A N D RE L AT E D:
WonderCon 2013 cosplay: Your photos
Guillermo del Toro talks 'PaciIic Rim*
WonderCon: 'Superman: Unbound' is unveiled
'Vikings' invades, oIIers sneak peek oI new episode
' BuIIy' Season 9 comic Iaces a magical ending
Your guide to the WonderCon Anaheim 2013
Hero Complex magazine: Spring issue out now
Comic-Con to remain in San Diego through 2016
New York Comic Con gains on San Diego
Comic-Con: Fun on the Iringes, no badge required
Comikaze cosplay: Catwoman, Zelda and more
http-y/herocoripIex.ktimesxom/feiis/wondercon-2013-a-grand-genre-nm^^
printed on ApriI 2, 2013