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HomeMy WebLinkAboutContract 39393 <..r Y 4` ::0,_ ,, �i3 3 AGREEMENT FOR COMMUNITY BASED PROGRAM In consideration of the mutual covenants, promises and agreements contained herein, THIS AGREEMENT ("Agreement") is made and entered into between CITY OF FORT WORTH, a home rule municipal corporation of the State of Texas, ("City") acting by and through T.M. Higgins, its duly authorized First Assistant City Manager, and GENTLEMEN'S SOCIETY, a Texas non-profit corporation ("Contractor") acting by and through Dewayne Washington, Executive Director, its duly authorized representative. RECITALS WHEREAS, City has determined that Community Based Programs are necessary to support crime prevention in City during FY 2010 to meet one or more of the Crime Control and Prevention District ("CCPD") goals, which are (1) to increase citizen participation in the CODE BLUE program; (2) to support the adoption of a prevention focus by the police department and the community and (3) to provide a secure environment in which children can receive an education; and WHEREAS, Contractor has agreed to operate a Community Based Program called the Gentlemen's Society which will provide a secure environment in which children can receive an education; and support the adoption of a prevention focus by the police department and the community; and WHEREAS, City desires to contract with Contractor to operate the Gentlemen's Society. Program; and WHEREAS, City, as consideration for the performance of Contractor, has appropriated monies in the CCPD Budget as reimbursed by the CCPD in the amount of $20,000.00 ("Program Funds") to provide to the Contractor for the operation of the Gentlemen's Society Program; NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: AGREEMENT 1. Responsibilities of Contractor Contractor covenants and agrees to fully perform, or cause to be performed, with good faith and due diligence, all work and services described in Exhibit "A" - Program Proposal, attached, and incorporated herein for all purposes incident to this Agreement. Contractor shall be responsible for day-to-day administration of the Gentlemen's Society Program. Contractor agrees to expend the Program Funds in accordance with its Gentlemen's Society Program budget, described in Exhibit "B", attached.. 0. FF1CVk RECORD Fit CITY SECRETARY I 1 [_:�T_ WORTHs U 2. Program Funds 2.1 In no event shall the total distribution of Program Funds from City made to the Contractor during the term of this Agreement exceed the total sum of $20,000.00. Contractor shall keep all Program Funds in a specific account designated only for the Program Funds, and shall not commingle the Program Funds with any other monies. In the event this Agreement is terminated, for any reason at any time, Contractor shall return to City any unused portion of Program Funds distributed hereunder. 2.2 Payment of the Program Funds from City to Contractor shall be made on a cost- reimbursement basis following receipt by City from Contractor of a signed Request for Reimbursement (RFR) and copies of all receipts. Contractor shall deliver to City a written detailed Program Narrative as described in Section 4.2 below with each RFR to support expenditure of Program Funds. Such narrative shall be signed by the Contractor or duly authorized officer of the Contractor. The RFR, as described in Exhibit "C', attached, and monthly report shall be submitted to City no later than the 15a' day following the end of the month. Submittal of a monthly RFR and Program Narrative is required even if services are not provided. When services are not provided during a month, a negative RFR and Program Narrative is required. Submit monthly RFR with an original signature by an authorized representative to Research and Planning Unit of the Fort Worth Police Department. ATTENTION: SASHA KANE, 350 W. Belknap, Fort Worth,Texas, 76102. Reimbursements will not be made until after receipt of an acceptable and approved RFR and a monthly programmatic report from the Contractor. Reimbursements shall be made within 30 days receipt of said documents. 2.3 Contractor is authorized to adjust any categories in the budget in an amount not to exceed 5% of those particular categories withoufprior approval of City, as long as the total sum does not exceed the amount of the Program Funds; however, Contractor must notify City in writing of any such adjustments. Any adjustment of more than 5% of each category must have written permission from City prior to any budget adjustment being made. Any program income earned directly as a result of the Gentlemen's Society Program must be reported monthly and may be expended on the Gentlemen's Society Program with written permission from the Contract Administrator (see paragraph 13.3). Budget adjustments shall be submitted to the Research and,Planning Unit of the Fort Worth Police Department, ATTENTION: SASHA KANE, 350 W. Belknap,Fort Worth, Texas, 76102. 3. Term The term of this Agreement is for a period beginning on October 1, 2009, and ending on September 30, 2010. All of Contractor's expenditures under this Agreement must be completed prior to September 30, 2010. 2 4. Program Performance 4.1 Contractor agrees to maintain full documentation supporting the performance of the work and fulfillment of the objectives set forth in Exhibit "A". 4.2 Contractor agrees to provide a monthly Performance Narrative to document the performance of the work described in Exhibit "D." The Performance Narrative shall document the program activity names, numbers of participants attending, details of the activities, and a description of the goals achieved in support of the CCPD goals. Additionally, the Project Narrative must include any successes realized in descriptive detail. The monthly Performance Narrative shall be submitted to City no later than the 15th day after the end of each month. 5. Default and Termination 5.1 This Agreement is wholly conditioned upon the actual receipt by City of Program Funds from the CCPD. All monies distributed to Contractor hereunder shall be exclusively from monies received from the CCPD, and not from any other monies of City. In the event that funds from the CCPD are not timely received, in whole or in part, City may, at its sole discretion, terminate this Agreement and City shall not be liable for payment for any work or services performed by Contractor under or in connection with this Agreement. 5.2 If for any reason at any time during any term of this Agreement, City Council of City fails to appropriate funds sufficient for City to fulfill its obligations under this Agreement, City may terminate this Agreement to be effective on the later of(i)thirty (30) days following delivery by City to Contractor of written notice of City's intention to terminate or (ii) the last date for which funding has been appropriated by City Council for the purposes set forth in this Agreement. 5.3 This Agreement may be terminated by City, in whole or in part, whenever such termination is determined by City to be in the best interest of City; in event of Contractor default, inability to perform or to comply with the terms herein; or for other good cause. 5.4 Termination will be effected by delivering to Contractor a notice of termination, specifying the portion of the Agreement affected and the effective date of termination. Upon Contractor's receipt of notice of termination, Contractor shall: (a) Stop work under the Agreement on the date and to the extent specified in the notice of termination; (b) Place no further order or subcontracts, except as may be necessary for completion of the work not terminated; (c) Terminate all orders and contracts to the extent that they relate to the performance of the work terminated by the notice of termination; and (d) Cease expenditures of Program Funds, except as may be necessary for completion of the work not terminated. 3 5.5 In the event City suspends or terminates this Agreement for cause, and the cause for such suspension or termination is determined to be invalid, the Contractor's sole remedy shall be reinstatement of this Agreement. Contractor expressly waives any and all rights to monetary damages, including but not limited to actual, consequential, and punitive damages, court costs and attorney's fees. 5.6 Within thirty (30) days following the date of termination of this Agreement, Contractor shall return to City any property provided hereunder or as so directed by the Contract Administrator (see paragraph 13.3). City will have no responsibility or liability for Contractor's expenditures or actions occurring after the effective date of termination of the Agreement. 6. Equipment and Maintenance All equipment purchased with Program Funds must meet all eligibility requirements of City. Contractor shall maintain all equipment used in the administration and execution of the Gentlemen's Society Program. Contractor shall maintain, replace or repair any item of equipment used in support of Gentlemen's Society Program and/or for use under the terms of this Agreement that no longer functions or is lost or stolen. The cost for maintenance, replacement or repair of any equipment used in support of the Gentlemen's Society Program and/or for use under the terms of this Agreement is the sole responsibility of Contractor. Contractor shall not use Program Funds or City funds to repair or replace said equipment. Contractor shall use any and all equipment purchased with Program Funds exclusively in support of the Gentlemen's Society Program. Within 10 days following the purchase of equipment, Contractor shall submit to City a detailed inventory of all equipment purchased with Program Funds. The equipment inventory shall.include an itemized description of each piece of equipment, the date each'piece' of equipment was purchased, the cost of purchase for each piece of equipment; and the location of each piece of equipment. 7. Administrative Requirements 7.1 Contractor agrees to keep sufficient records to document its adherence to applicable local, state and federal regulations, along with documentation and records of all receipts and expenditures of Program Funds. All records shall be retained for three (3) years following the termination or completion of this Agreement. City or its representatives shall have the right to investigate, examine and audit at anytime any and all such records relating to operations of Contractor under this Agreement. Contractor, its officers, members, agents, employees, and subcontractors; upon demand by City, shall make such records readily available for investigation, examination, and audit.. In the event of such audit by City, a single audit of all Contractors' operations will be undertaken and, may be conducted either by City or an independent auditor of City's choice. Contractor shall submit a copy of any audit performed by their independent auditor within 30 days of receipt of the final audit report. 4 7.2 If any audit reveals a questioned practice or expenditure, such questions must be resolved within fifteen (15) days after notice to Contractor by City. If questions are not resolved within this period, City reserves the right to withhold further funding under this and/or future contract(s) with Contractor. 7.3 If, as a result of any audit, it is determined that Contractor misused, misapplied or misappropriated all or any part of the Program Funds, Contractor agrees to reimburse City the amount of such monies so misused, misapplied or misappropriated, plus the amount of any sanction, penalty or other charge levied against City because of such misuse,misapplication or misappropriation. 7.4 Contractor's obligation to City shall not end until all closeout requirements are completed. Activities during this closeout period shall include, but are not limited to; providing final Performance Narrative, making final payments, disposing of Gentlemen's Society Program assets as appropriate and as directed by City's Contract Administrator (see paragraph 13.3.). 7.5 Contractor covenants and agrees to fully cooperate with City in monitoring the effectiveness of the services and work to be performed by Contractor under this Agreement, and City shall have access at all reasonable hours to offices and records of the Contractor, its officers, members, agents, employees, and subcontractors for the purpose of such monitoring. 8. Independent Contractor 8.1 Contractor shall operate hereunder as an independent contractor and not as an officer, agent, or servant or employee of City. Contractor shall have exclusive control of, and the exclusive right to control, the details of the work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions. of its officers, members, agents, servants, employees, subcontractors, program participants, licensees or invitees. The doctrine of respondeat superior shall not apply as between City and Contractor, its officers, members, agents, servants, employees, subcontractors, program participants, licensees or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Contractor. It is expressly understood and agreed that no officer, member, agent, employee, subcontractor, licensee or invitee of the Contractor, nor any program participant hereunder is in the paid service of City and that City does not have the legal right to control the details of the tasks performed hereunder by Contractor, its officers, members, agents, employees, subcontractors,program participants, licensees or invitees. 8.2 City shall in no way nor under any circumstances be responsible for any property belonging to Contractor, its officers, members, agents, employees, subcontractors, program participants, licensees or invitees, which may be lost, stolen, destroyed or in any way damaged. 5 9. Indemnification 9.1 Contractor covenants and agrees to indemnify, hold harmless and defend, at its own expense, City and its officers, agents, servants and employees from and against any and all claims or suits for property loss or damage and/or personal injury, including death, to any and all persons, of whatsoever kind or character, whether real or asserted, arising out of or in connection with the execution,performance,attempted performance or nonperformance of this agreement and/or the operations, activities and services of the program described herein, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY; and Contractor hereby assumes all liability and responsibility of City and its-officers, agents, servants, and employees for any and all claims or suits for property loss or damage and/or personal injury, including death, to any and all persons, of whatsoever kinds or character, whether real or asserted, arising out of or in connection with the execution, performance, attempted performance or non-performance of this contract and agreement and/or the operations, activities and services of the programs described herein, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. Contractor likewise covenants and agrees to and does hereby indemnify and hold harmless City from and against any and all injury, damage or destruction of property of City, arising out of or in connection with all acts or omissions of Contractor, its officers, members, agents, employees, subcontractors, invitees, licensees, or program participants, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS., AGENTS_ , SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. 9.2 Contractor agrees to and shall release City, its agents, employees, officers and legal representatives from all liability for injury, death, damage or loss to persons or property sustained in connection with or incidental to performance under this agreement, even if the injury, death, damage or loss is caused by City's sole or concurrent negligence. 9.3 Contractor shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of City in substantially the same form as above. 10. Non-Assignment No assignment or delegation of duties under this Agreement by Contractor shall be effective without City's prior written approval. 6 11. Prohibition Against Interest 11.1 No member, officer or employee of City, or its designees or agents; no member of the governing body of the locality in which the Gentlemen's Society Program is situated; and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the Gentlemen's Society Program during his tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed hereunder. Contractor shall incorporate, or cause to be incorporated, like language prohibiting such interest, in all contracts and subcontracts hereunder. 11.2 No officer, employee, member or program participant of Contractor shall have a financial interest, direct or indirect, in this Agreement or the monies transferred hereunder, or be financially interested, directly or indirectly, in the sale to Contractor of any land, materials, supplies, or services purchased with any funds transferred hereunder, except on behalf of Contractor, as an officer, employee, member or program participant. Any willful violation of this paragraph with the knowledge, expressed or implied, of Contractor or its subcontractors, shall render this Agreement voidable by City of Fort Worth. 12. Nondiscrimination 12.1 In accordance with the federal, state and local laws and ordinances, Contractor covenants that neither it nor any of its officers, members, agents, employees, program participants, or subcontractors, while engaged in performing this Agreement shall in connection with the employment, advancement, or discharge of employees,in connection with the terms,conditions or privileges of their employment, discriminate against persons because of their age, except on the basis of a bona fide occupational qualification, retirement plan, statutory requirement, or statutory or ordinance exception. 12.2 Contractor will not unlawfully discriminate against any person or.persons because of age, race, color, religion, sex, disability, national origin, or sexual orientation, nor will Contractor permit its officers, members, agents, employees, subcontractors or program participants to engage in such discrimination. 13. Compliance 13.1 Contractor, its officers, members, agents, employees, program participants, and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. If City calls to the attention of Contractor any such violation on the part of Contractor or any of its officers, members, agents, employees, subcontractors or program participants, then Contractor shall immediately desist from and correct such violation. 13.2 Contractor shall utilize Program Funds strictly for those purposes and goals intended under the terms and conditions of this Agreement. If City calls the attention of 7 Contractor to any such violations on the part of Contractor or any of its officers, members, agents, employees, program participants or subcontractors, then Contractor shall immediately desist from and correct such violation. 13.3 City designates Sasha Kane, Planner, 817-392-4243, to act as Contract Administrator and delegates to this individual authority for Agreement administration, compliance, and monitoring. 14. Waiver of Immunity If Contractor is a charitable or nonprofit organization and has or claims an immunity or exemption '(statutory or otherwise) from and against liability for damages or injury, including death, to persons or property; Contractor hereby expressly waives its rights to plead defensively such immunity or exemption as against City. This section shall not be construed to affect a governmental entity's immunities under constitutional, statutory or common law. 15. Insurance Requirement 15.1 Contractor shall procure and shall maintain during the term of this Agreement the following insurance coverage: a. Commercial General Liability (CGL): $1,000,000 per occurrence, with a$2,000,000.00 annual aggregate limit, in a form that is acceptable to the City's Risk Manager. b. Non-Profit Organization Liability or Directors & Officers Liability: $1,000,000 per occurrence, with a $1,000,000 annual aggregate limit, in a form that is acceptable to the City's Risk Manager. 15.2 Contractor's insurer(s) must be authorized to do business in the State of Texas for the lines of insurance coverage provided and be currently `rated in terms of financial strength and solvency to the satisfaction of the City's Risk Manager., 15.3 Each insurance policy required herein shall be endorsed with a waiver of subrogation in favor of the City. Each insurance policy required by this Agreement, except for policies of worker's compensation or accident/medical insurance shall list the City as an additional insured. City shall have the right to revise insurance coverage requirements under this Agreement. 15.4 Contractor further agrees that it shall comply with the Worker's Compensation Act of Texas and shall provide sufficient compensation insurance to protect Contractor and City from and against any and all Worker's Compensation claims arising from the work and services provided under this Agreement. 8 16. Miscellaneous Provisions 16.1 The provisions of this Agreement are severable, and, if for any reason a clause, sentence,paragraph or other part of this Agreement shall be determined to be invalid by a court or Federal or state agency,board or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. 16.2 City's failure to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely upon any such term or right on any future occasion. 16.3 Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance or non-performance of this Agreement, venue for said action shall lie in Tarrant County, Texas. 16.4 Contractor represents that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Agreement and to perform the responsibilities herein required. 16.5 This written instrument and the exhibits attached hereto, which are incorporated by reference and made a part of this Agreement for all purposes, constitute the entire agreement between the parties concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement which purports to vary from, the terms hereof shall be void. Any amendments to the terms of this Agreement must be in writing and must be approved by each party. 16.6 All notices required or permitted by this Agreement must be in writing and are deemed delivered on the earlier of the date actually received or the third day following (i) deposit in a United States Postal Service post office or receptacle; (ii) with proper postage (certified mail, return receipt requested); and (iii) addressed to the other party at the address as follows or at such other address as the receiving party designates by proper notice to the sending party. 1. CITY: Thomas Higgins,Assistant City Manager City Manager's Office City of Fort Worth 1000 Throckmorton Street Fort Worth,TX 76102 Copies To: Sasha Kane, Contract Administrator Fort Worth Police Department 350 W. Belknap Street Fort Worth, TX 76102 9 Charlene Sanders,Assistant City Attorney Law Department 1000 Throckmorton Street Fort Worth, TX 76102 2. CONTRACTOR: Dewayne Washington,Executive Director Gentlemen's Society P.O. Box 587 Keller,TX 76244 16.7 None of the performance rendered under this Agreement shall involve, and no portion of the Program Funds received hereunder shall be used, directly or indirectly, for the construction, operations, maintenance or administration of any sectarian or religious facility or activity, nor shall said performance rendered or funds received be utilized so as to benefit, directly or indirectly, any such sectarian or religious facility or activity. 16.9 Contractor certifies that it has obtained a 501 (c) (3) Certificate from the Internal Revenue Service. Contractor shall notify City in writing of any changes to its 501 (c) (3) tax-exempt status during the term of this Agreement. 16.9 Captions and headings used in this Agreement are for reference purposes only and shall riot be deemed a part of this Agreement. 16.10 The provisions and conditions of this Agreement are solely for the benefit of City and Contractor and are not intended to create any rights, contractual or otherwise, to any other person or entity. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 10 IN WITNESS WHEREOF, the parties hereto have executed this agreement in multiples in Fort Worth, Tarrant County, Texas, to be effective October 1, 2009. CITY OF FORT WORTH GENT y SOCIETY, a Texas Non- ofit ration Date: 2 ' 6 Date:/o Z7�a9 ewayne ashington Thomas Hi g s Director Assistant City Manager ATTEST: APPROVED AS TO FORM AND LEGALITY: Ohi,L— Assistant City Attorney M&C 0FF1C ��'.RECORD Q^7, 11 Exhibit A FY2010 CRIME CONTROL AND PREVENTION DISTRICT = i PROPOSAL COVER SHEET AGENCY: Gentlemen's Society DIRECTOR: Dewayne Washington PHONE NUMBER: 888-442-9364 (General information) ADDRESS: PO Box 2498 Keller, TX 76244 CONTACT: Dacia Coffey EMAIL ADDRESS: dacia.coffey@gentlemenssociety.org PHONE NUMBER: (817) FAX NUMBER: (817) 562-1545 PROGRAM TITLE: Gentlemen's Society FUNDS REQUESTED: $20,000 AGENCY STATUS: 0 Private Nonprofit X Public Nonprofit Crime Control and Prevention District GOALS: Mark the one(s) that your project addresses. 0 To increase citizen participation in the CODE BLUE. program. X To support the adoption of a prevention focus by the police department and the community. O To provide a secure environment in which children can receive an education. CERTIFICATION: I certify that the information contained in this proposal fairly represents the above- named agency's operating plans and budget for the proposed program. I acknowledge that I have read and understand the requirements and provisions of the Request For Proposal and that the above-named agency will comply with all applicable rules and regulations relating to the procurement process. I certify that I am authorized to sign this proposal and to enter into and execute a contract with the City of Fort Worth to provide the services authorized. TYPED NAME: Dacia J Coffey TITLE: DIrec r f il�arket 9 SIGNATURE: /vt r �� ATE: PROPOSAL NARRATIVE (Question 41) Every day the average person is inundated with news reports and stories citing various accounts of crime. Many statistics and crime rate listings support the already perceived notion that there is too much crime and not enough prevention. These statistics speak to this point: ® Dallas has the 7th highest school dropout rate according to the US Department of Education ® 1 in 3 Black men will have a prison record of some kind. • Between 1996 and 2005, our country built 7 institutions of higher education.... and about 300 prison facilities. ® Homicide remains the leading cause of death for young Black men and the second leading cause of death for young Hispanic men. (Source: The September 2002 U.S. Department of Health and Services.) ® In 1998, youths accounted for 1 out of 6 arrests for all violent crimes. (Source: Youth Crimes:A Report of the Surgeon Generao • In the age group studied, 23 % of Black men are either in jail, on probation or on parole on any given day. The Gentlemen's Society is an organization that seeks to address behavioral problems that can potentially lead to crime in the near,future. Violent crimes committed w by youth are increasing at an alarming rate, and the goal is to provide the youth with an alternative way of thinking about,reacting to, and altogether avoiding conflict that can lead them down a dangerous path. Many boys today have no father, no role model, and no resources to set and achieve goals. We mentor and support young men of any race, economic status, or background -- especially those who need us the most. The lack of a strong,positive, male presence in many Fort Worth communities has led to a false definition among teenage boys of what a `real man' is and how he lives his life. Recently,this truth was brought back to our attention during a course entitled "Man of the House." The Life Consultant opened the discussion by asking what a `real man' is and to give an example. A young man volunteered that his step-father is a real man, because he tries to keep his involvement in drug trafficking away from the family, rarely asking the kids to `run' for him. Gentlemen's Society is powerful, because instead of asking the redundant question "How did it get this bad?" we ask, "What can we do about it?" (Question#2)Bad choices affect the boys personally,yes,but there is a broader picture that includes the family and the community. Gentlemen's Society strives to counter the negative circle of influence of drug abuse,gang involvement,teenage promiscuity,vandalism,and violence with a fraternal structure based on character strength and value-based view points reinforced through the program and the friendships that are fostered through the program. We try to give them a peer group that makes it easier to make good choices. Gentlemen's Society supports crime prevention by not only addressing the choices, actions, and confrontational behavior that leads to crime, but we address the mentality and circumstances that lead to it. Gentlemen's Society questions the thought process and motivations that contributes to criminal intent and redirects the same motivation into healthy endeavors. A young man facing poverty will be shown more profitable actions within legal means. A young man searching for connection will be taught how to build a healthy support system and how that will change his future versus the result of a gang life. Frank,man-to-man mentoring, a structured and proven curriculum,and through expanding the boys' experiences in Educational Enrichment Functions, Gentlemen's Society strives to break through the mind-set that leads to a life of criminal behavior and introduce new possibilities available through positive choices. Each weekly course includes vocabulary to build upon new ways to communicate and handle conflict, a discussion challenging the mores they act through but are not aware of, and ends with a charge--an action--to be carried out and discussed at the next class. This system of thought and action is effective because it gives these young, restless minds and bodies a challenge and a motion to be carried out,replacing the detrimental courses of action they would have typically followed. Finally,by intervening in these young men's lives and negative behavior, Gentlemen's Society reduces the number of disruptive incidences in the classroom, on school grounds, and throughout the school day,thereby supporting a more safe, productive educational environment. To go one step further, Gentlemen's Society creates accountability with the young men during one of the first charges: a meeting with the principal to discuss his new course of action and to hear ways in which he can support the endeavors of the school administration in providing the best(and safest)learning environment. (Question#3) Gentlemen's Society directly addresses the issue of youth violence through.numerous courses in the curriculum. Over 16 weeks of curriculum(over 40%) is spent directly dealing with conflict management,which is at the heart of youth violence and family violence. The following courses tackle this head.-on: • Conflict Management • Godly Gentlemen • Behavior Modification • Man of the House • How to Treat a Lady • Fatherhood • Self Control Each one of these courses explores the inability to find a reasonable and health course of action in all areas of life and in conflict. Role playing hostile situations,discussion,visits to correctional facilities, meetings with community members sharing their stories,guided discussions with their mothers over heated topics within the home, and direct discussions regarding domestic abuse and violent confrontation are all tools used throughout these courses to break the harmful cycle. Gentlemen's Society continually searches out new partners and approaches to addressing youth violence and family violence. For example, Gentlemen's Society is in discussions with the Shaken Baby Alliance to be involved in 1 the Fatherhood course. Studies show that the biological father is responsible for infant injuries 37%of the time and the mother's boyfriend 21%of the time. Most of these men are under the age of 22. This partnership could have a direct and powerful impact on these statistics in our local community through the simple and effective method of AWARENESS. This is a great example of how the Gentlemen's Society involvement in the boys' lives provides a wealth of resources directly to them in a myriad of different applications. We bridge the gap between the young men and all the hands that are reaching out to help them. (Question#4)As with any quality endeavor, it matters not how impressive a program is on paper if it is not carried out and intentionally evaluated and refined in order to create the maximum impact for our young men. Gentlemen's Society retained the services of L,atanya Washington,Ph.D. to facilitate an unbiased, ongoing, external evaluation of the program and the effect on its participants. Program Description The mission of The Gentlemen's Society is to empower young men to become healthy, productive members of society. The program utilizes a structured weekly curriculum, complementary educational enrichment opportunities, and consistent mentoring and support to educate young men ages 12-18 about life choices, self-respect, and the importance of setting and obtaining goals. Participants are engaged in over twenty hands-on courses per term; coursework includes, but is not limited to, topics such as conflict resolution, verbal and non- verbal communication, etiquette enhancement, the importance of personal responsibility and active engagement in citizenship, and topics relating to access to higher education. The following description is the overview of our evaluation design lifted directly from the original evailuation proposal. Evaluation Objectives The purpose of this evaluation is to document and describe student participation in The Gentlemen's Society (GS) elective activities and to measure the program's impact on student performance. The implementation of GS's activities will be documented by recording the number of participant contacts with staff and the amount of time spent in class, in one-on-one mentoring sessions, and at approved educational enrichment functions. The impact of GS activities will be evaluated by assessing the extent to which participating students: . Meet performance targets set by GS administration and staff in (1) reducing the number of disciplinary incidents incurred during the school term, (2) increasing overall yearly student attendance Show gains in student academic performance Improve external perceptions of overall student behavior, level of personal responsibility and accountability, and the level of respect shown by the participant in the classroom and other outside environments wMeet initial short term goals set at the onset of the program Evaluation Methodology The evaluation of The Gentlemen's Society program will employ a quasi- experimental design with formative and summative components that focus on progress toward the program goals and objectives. The formative component of the evaluation will document the implementation of the stated strategies and activities, measure interim progress, and provide periodic feedback to use for potential program adjustments. As part of the formative evaluation, the timely and appropriate implementation of project strategies and activities will be documented using : (a) sign-in sheets to track participant attendance, (b) surveys to assess the quality of the activities, (c) mentor/trainer logs and lesson plans to document classroom activities, and other resources-such as classroom observations, as needed. Attendance data, survey data, mentor logs, classroom observation rubrics and student progress data will be provided to GS staff in a mid-year feedback report. This report will provide the opportunity for GS staff to monitor progress toward program objectives and will illustrate any need for future program adjustments. The summative component of the evaluation will examine the impact of the program on student performance. The evaluation will employ a rigorous quasi- experimental design to conduct comparisons of data collected from participants and their respective teachers. The quasi-experimental design will duplicate random assignment by matching students of The Gentlemen's Society with a carefully selected control group of FW1SD students who have similar demographic and academic characteristics but do not receive GS intervention. At the beginning of the program, descriptive analyses will be used to examine demographic and academic characteristics of GS participants. A stratified random sampling procedure will then be used to select a control group of students. Additional comparisons will be made across years for the target and control groups. Descriptive statistics will examine the extent to which the treatment groups (GS participants) have met targets. Appropriate statistical analyses (e.g. ANCOVA, multiple regression) will be used to determine if there are significant differences in the achievement levels of the treatment and control groups. (Question#5) We mentor and support young men of any race, economic status, or background, from ages 12 to 18. While the GS program is open to all young men,our pilot programs are primarily targeted to young minorities from lower income neighborhoods. These young men typically grow up without a strong,positive,male role model. Although the program is geared specifically to young men,many people will reap the benefits from their participation: parents, siblings, classmates, even strangers who potentially would have been victims to crimes they may have committed. Future wives and children will forever be grateful for this program that stops the cycle of violence that is often times handed down from generation to generation. It is imperative to mentor the boys in this age range to redirect their life path that may be currently headed in the wrong direction. Our current sites are in Fort Worth,which will continue to be the geographic area we want to serve in the coming year. (Questions#6)Many things make the Gentlemen's Society approach to crime prevention unique. First, by addressing the perspective and motivation of the young men, we attempt to disrupt the decision-making process at its root. We ask them to examine for themselves whether they are making choices that lead them to be who they want to be. One of the classes,titled"Speech and Communication,"focuses on the importance of everyday interactions and how your words can affect these interactions. Two boys are asked to participate in a demonstration where one boy should communicate effectively to the other to stop him from getting into a fight. Examples like these are imperative to crime prevention because it is teaching them to create an inner dialogue that is necessary to stop a situation before it starts. The entire course is based on accountability. How you look, speak,and act directs your opportunities, whether they are good or bad, as well as the amount of opportunities (what many boys would call luck)that come your way. We understand that many of today's young men have been dealt environments and family situations that are untenable, but we do not allow them to use those as a shield or excuse for their negative actions any longer. We understand and stress that the justice system won't allow excuses _ either. We also create action and peer groups based on this new way of thinking. This 14 avoids idle hands and idle minds,which inevitably lead bank to criminal activity. Many times, deviant behavior occurs in the absence of parental supervision,when the child is lacking the attention he needs. They may be in a single parent household,or a two-parent household where both parents are focused on work, especially in unstable economic times such as these. He in turn"acts out"in a fashion that can be destructive and potentially damaging to themselves and others. To involve young boys in activities that enhance the quality of their lives provides an opportunity they may not have had otherwise. Last, once a boy completes the curriculum and earns enough points to be accepted into full membership within Gentlemen's Society,which is just the beginning of their journey. The Gentlemen's Society member will be led through new lessons, charges, mentors, and opportunities. They will be taught about giving back and mentoring new participants, creating a cycle and brotherhood of goal-based choices (Question#7) Gentlemen's Society is currently in operation. For the 2008-2009 school year,three programs were launched, a new BOLD Library site, a program at McMillan United Methodist Church, and another at Rosemont Middle School. Those participants will complete the initial curriculum and earn full Gentlemen's Society membership Summer 2009. A fourth will be launched on April 25a', 2009 at BOLD Library in Butler Housing. Dewayne Washington, founder and Executive Director of Gentlemen's Society,began writing, designing, and executing the curriculum for Gentlemen's Society in 2001. He was ordained as a youth pastor in 2005 and continued `', to refine and carry out his work with teenage boys through the church. In 2007,he partnered with BOLD Library in Butler Housing to assist the youth in the surrounding community through the Gentlemen's Society curriculum. In 2008,he began working with the In-School Suspension children at Rosemont Middle School to encourage attendance and reduce disciplinary actions and dropouts. Mr. Washington's work and success with local young men attracted the attention of the community. Private sponsors and volunteers have joined the Gentlemen's Society youth program, and the official 501(c)(3)paperwork was filed with the IRS in October of 2008. In addition to our proposal for FWISD, Irving ISD and Everman ISD are reviewing the Gentlemen's Society program in hopes of launching their own Gentlemen's Society initiative. Currently, Gentlemen's Society is funded 100% by private funds from local citizens and businesses and is staffed by volunteers. The word of mouth and publicity surrounding the success and change seen in our participants has spawned a waiting list of young men who need our help. Often times single mothers reach out to us to intervene with their son, occasionally young men themselves and friends of current Gentlemen's Society members reach out to us directly. The April 25 h program is being planned and organized as this application is being written. The need is too great to wait any longer. We will continue to search out compassionate citizens to donate their time and money, but as the economy tightens its belt on us all,this task becomes more difficult. (Question#8)The curriculum,program,and Life Consultants are not new. We continue to refine and evaluate each consecutive programi to better assist the young men who we encounter in the future. Just as our mission statement says,it is our hope to expand our reach and create a blueprint for empowering young men and creating healthy productive members of society, as well as a peer-based network to mare this possible. We have applied for a grant from the Colleyville Women's Club,which if we are chosen,will be awarded in May of 2009. We will not know the amount,but they typical award for$5000 for less. For every new site we launch,we answer the following questions: • What boys will we be serving and how will they be recruited? • Where will this site be held? • Who will lead them?(Currently,we have 4 trained Life Consultants with 2 others interested in being trained.) • How will this be funded?(The program costs approximately$1000 per boy for a ten-month class. No cost is ever required from a participant or his family.) In March, Gentlemen's Society held a fundraiser and established enough financial backing to launch the April 25th program and pay for 10 young men. Our waiting list is closer to twenty, but we feel the need is such that we cannot ask these boys and parents to wait any longer. Fundraising will be ongoing throughout this program to search for donors to sponsor transportation,the cost of the Education Enrichment Functions, and the continuation of the program evaluation. Once the above questions are answered, we are able to contact participants and their parents and organize a new program and launch within six weeks or less. It is our goal to launch one more public program in Fort Worth in 2009 while supporting the other sites and launching GS2,which is the format for our full fledged Gentlemen's Society members who completed the entire Gentlemen's Society course. (Question 9)Any funds received through our organization are used to maintain a high standard of quality and integrity to provide the best education and mentoring possible. This is accomplished by procuring the services of our marketing consultant,who provides the organization with a host of services, including public relations and fundraising coordination. Our external evaluator is needed to measure the effectiveness of the program by monitoring and researching our data. Our life consultants provide ongoing mentorship and will need ongoing training. Educational Enrichment Functions enhance the learning experience and requires transportation to and from each outing. Most importantly,we want to reward the participants that succeed in the program by hosting a graduation ceremony and inducting them into Gentlemen's Society with their graduation blazer. This is tangible proof of their achievement and dedication that reinforces their pledge to live their life with the tools they have been equipped with. (Question 10)The program will absolutely continue on past the CCPD funding period. Gentlemen's Society is currently in what we consider to be the evolution stage of this organization,having passed out of the creative and formative stage. All of our efforts are focused on outreach to our current participants and future participants,the evaluation and quality implementation of the course curriculum, and the search for funding and community support to expand our program throughout all of Fort Worth, Tarrant County, and eventually beyond. Our program is designed for long term continued support of our participants as well. Once the boys have successfully completed the initial Gentlemen's Society curriculum,they will pass into full membership and a curriculum based on community service projects and the mentoring of newer participants. Higher levels of Gentlemen's Society are available for participants to continue to refine their new skills and advance their personal goals until they graduate or turn 19 years old. We are working carefully on the continued development of our Board of Directors to ensure the proper support and accountability on our strategy, expansion, and fundraising side. In addition,we have an Advisory Board to extend the accountability and receptiveness to professional support and advice in a wide scope of areas. Members from the educational spectrum such as Dr. Stanley Jackson, Dr. Latanya Washington, and Walter Dansby of the FWISD Board of Education, local politicians such as Commissioner Roy Brooks and Councilmen Moss, local businessmen such as Jim Austin and Jack Hartnett, as well as members of other youth advocacy organizations,and local law enforcement have agreed to be a part of this exciting endeavor or are being `courted' for their expertise and bi-annual participation. Our goal is to have eight active programs in existence by the end of 2009, which will include pilots inside local ISD's. These pilots are proof of the long term strategy and vision of Gentlemen's Society. He has also applied as a partial service provider for After School programs in FWISD. This summer we hope to enter the application process with Chesapeake Energy, Alcon through the Alcon Foundation,and other Fort Worth based businesses. Our evaluation is another example of our intent and future ability to sustain the program. The agreement we have entered into is for a long-term, ongoing evaluation of all Gentlemen's Society participants tracking their experiences and choices until they turn 19. Also,we will continue to communicate using questionnaires all former participants after they graduate high school to see if involvement in Gentlemen's Society had any M tangible impact on their adult lives as well. Each step and contact we make is based on a long-term view of reaching and helping as many boys as we can now and in the future. We create in individuals a sense of greater responsibility and achievement. Through awareness, our organization leads the youth in a positive direction to correct erroneous thinking patterns and become valued members of society. n ACTIVITIES & SCHEDULE Organization: Gentlemen's Society Program Name: Classes and EEF's* (*Educational Enrichment Functions) Please indicate month(s)when each program activity will occur with an "XI ACTIVITY OCT NOV DEC JAN FEB MAR APR MAY JUN JULY AUG SEPT A INTRODUCTORY MEETING(KICKOFF) X SPEECH AND COMMUNICATION I SPEECH AND COMMUNICATION 11 SPEECH AND COMMUNICATION III B DRESSING FOR THE OCCASION I X DRESSING FOR THE OCCASION II CITY COUNCIL MEETING(EEF*) C CONFLICT MANAGEMENT I X CONFLICT MANAGEMENT 11 CONFLICT MANAGEMENT III SMALL CLAIMS COURT(EEF) D GODLY MAN I X GODLY MAN It CHURCH OUTING (EEF) BEHAVIOR MODIFICATION I E BEHAVIOR MODIFICATION II X BEHAVIOR MODIFICATION III YOUTH PRISON(EEF) HOMELESS SHELTER(EEF) F PROPER HYGIENE X MAN OF THE HOUSE I MAN OF THE HOUSE II MAN OF THE HOUSE III G HOW TO TREAT A LADY I X HOW TO TREAT A LADY II TAKING CARE OF BUSINESS I TAKING CARE OF BUSINESS II 1 t PROGRAM ACTIVITIES & SCHEDULE (CONT.) Organization: Gentlemen's Society Program Name: Classes and EEF's ACTIVITY OCT NOV DEC JAN FEB MAR APR MAY JUN JULY AUG SEPT H TAKING CARE OF BUSINESS III TAKING CARE OF BUSINESS IV X MONEY MATTERS(GIVE, SAVE,INVEST,YOU RS) I PHILANTHROPY I PHILANTHROPY II X FATHERHOOD FATHERHOOD It J HOSPITAL, INFANT UNIT(FATHERHOOD EEF) EDUCATED MAN X COLLEGE PREPARATION LOCAL UNIVERSITY EEF K DINING ETIQUETTE 5-STAR RESTAURANT&HOTEL(EEF) X PEER PRESSURE I PEER PRESSURE II L SELF CONTROL GEOPOLITICS X HEALTH&FITNESS TRUE GENTLEMEN M OVERNIGHT RETREAT GRADUATION X ACTIVITIES AND OUTCOMES SUMMARY Organization: Gentlemen's Society Program Name: Classes and EEF's Number of How will you measure List Specific Participants Duration: How does this activity whether this activity was Project Activities Served by this Hours/Days/Weeks relate to one of the three successful in meeting one Activity CCPD goals? of the three CCPD goals? There will be ongoing contact with the boys to Conflict Management 1, 11, and 111 3.75h/3 days/3 weeks verify how many boys, if any, A. Small Claims Court EEF 20 reventi 2-3 hours/1 day Supports crime pon have committed conflict related offenses, vs. Mow many have not. There will be ongoing contact with the boys to Behavior Modification t 11, and III 3.75h/3 days/3 weeks measure the boys' current e B. Youth Prison EEF 20 2-3 hours/1 day Supports crime prevention criminal activity against any criminal activity committed after completing the program. There will be ongoing contact with the boys to verify how many, if any, boys How To Treat a Lady I and it have participated in C. Take Your Mom to Dinner EEF 20 2.5 h/2 days/2 weeks Supports crime prevention domestic violence disputes, 2-3 hours/1 day vs. how many have not, paying special attention to those who have witness domestic violence in their homes. There will be ongoing contact with the boys to Taking Care of Business I, II, 111, IV verify how many boys have D. 20 6 h/4 days/4 weeks Supports crime prevention (Entrepreneurship) developed successful employment habits against those who have not. There will be ongoing contact with the boys to E. Fatherhood I and 11 20 2.5 h/2 days/2 weeks Supports crime prevention compare those who have Hospital EEF- Neo-Natal unit 2-3 hours 1 day forged successful father- child relationships with those who have not. The CCPD Board and/or scoring committee may request modifications or additions to the outcome measures as a condition of award. Objective 41 Obiective 42 Table 1.Evaluation Methods Provide participants with the Enhance self-esteem, opportunity to gain knowledge about communication skills,and and feel more comfortable in situations personal accountability through and circumstances outside their home real world exposure and community. mentoring. #of disciplinary incidents received by participants; Performance indicators Course attendance attendance rates of participants; course passing rates of Participants #of GS contacts for personal Outside perceptions of student counse ling/mentoring personal accountability #of educational enrichment Students',goals for program opportunities attended achievement 70%of students will decrease the number of disciplinary XX students will participate in XX incidents received in 2007/8.90 Quantitative/Qualitative Measures of hours of GS interventions each year. %of students will improve Success overall attendance rates from 2007/8. Students will improve or maintain performance in core suNects_ 25%of participants will receive one on Teachers,mentors,parents will one GS mentoring and counseling perceive students as more services. accountable for their own actions. 90%of participants will participate in Students will reach 2 of 3 goals educational enrichment opportunities. set at the onset of the program. GS participants will receive fewer(30%)disciplinary Benchmarks XX students each year will participate incidents in the 08109 school in the GS program and receive 60 hours term Attendance rates will of specified GS interventions. improve yearly. GS participants will be perceived by others as more responsible,more accountable,and more respectful. Students sign-in sheets FWISD databases Instruments/Measurements Mentor Iogs;Activity logs Pre/post perception surveys; focus groups Focus group Document reviews Data Collection Timeline Dependent on the start date of each program. BOARD INFORMATION 1. Is your organization registered as a non-profit? If yes, please attach documentation of non-profit status. Gentlemen`s Society is a non-profit organization and our application has been received and the approval is pending. 2. How many board members does your organization have? There are six board members. 3. How often does your board meet? Our board meets quarterly. 4. Who recruits board members? Other board member,Dewayne Washington the founder, and the Marketing Consultant 5. What portion of the board is elected annually? 100% 6. How long is a board term? How many consecutive terms may be served? 24 months and until his/her successor is elected and qualifies. Please list the names and occupations of your board officers. Dewayne Washington-Executive Director:Data Base Programmer Tanisha Washington Stay-at Home Mom and Home Schooler Jim Austin,Austin Co. Commercial heal Estate:Deal estate investor and owner of Smokeys Stephanie Johnson, Johnson Law:Family Law Vice Chair David Keener, Centurion American Development Group:Real Estate investor and developer Chairman of the Board Gary Peek 8. Please attach a copy of your board by-laws. 9. If any member of the board is related to another board member or an employee of the non-profit corporation, please explain the relationship. J Dewayne Washington, who is the Director of Gentlemen's Society, and Tanisha Washington are husband and wife. LEVERAGE OF FUNDS Please identify other sources of funding that have been secured for the proposed project. Please indicate the source of funding,dollar amount of each source,and describe in detail how these funds support the project. Source 1: Benefit Concert-Gentlemen's Society hosted a benefit jazz concert in March 2009 to raise additional funds to support the continuation of our current sites and the April launch of the Butler Housing site. $5000 was raised and will pay for transportation and the remaining Educational Enrichment Functions planned. The activities are as follows: Community Clean-up with Keep Fort Worth Beautiful Texas Motor Speedway Meet & Greet with Drivers: 'Tickets are in-kind donations. Transportation: $300 Meetings with local entrepreneurs (Jinn Austin, Jack Hartnett, Marcus Cox) Transportations: $200 Visit to Neo-natal care unit: Transportation: $200 University campus tour: Transportation: $200 M1 Dining Etiquette dinner: Transportation: $200 Meal: $1250 Rangers Game: Tickets: $750 Transportation: $250 Foos: $200 Cross-Over(completion of course event): Blazers: $3750 Facility Rental $donated TOTAL $7300 Source 2: Private Donors: With the help of our board members, Gentlemen's Society has secured financial commitments(pledges)totaling$15,000 for 2009. This money will go toward: • The cost of the Life Consultants' time and training. • Administration, organization,and launch of two Gentlemen's Society II programs(in which our participants complete the initial 10 month course and enter into a service project based curriculum and continued mentoring),a new site at the BOLD Library in April 2009, a pilot program in Irving ISD, FWISD,and Everman ISD,and one more public program in Fort Worth in the Fall of 2009. Communication with new participants and their parents is included in this planning. • Additional fundraising activities and research initiatives. Additional funds are needed to launch and support the two public sites planned and to raise the final amount to see our current sites through to their exciting graduation. • The ongoing, external evaluation of our program and its quantitative and qualitative impact on our participants. 2 Printing expenses for external communication with the community and potential community partners.. i BUDGET SUMMARY These totals are based on a program including twenty young men and one Life Consultant. Amount Requested A. Personnel $7,000 B. Fringe Benefits n/a C. Travel $3000 D. Equipment n/a E. Supplies 00 (� F. Contracts/Consultants 1$50'00 G. Other $1000 TOTAL $20,000 BUDGET DETAIL A Personnel Name Position Rate of Pay x# of Hours Cost Dewayne Washington Executive Director/Life Consultant $100/hr x 40 hrs of class time $100/11hr x 40 hrs of pre-planning $100/hr x 80 hrs of individ counseling $100/hr x 40 hrs of EEF's $20000 AMOUNT REQUESTED* $6000 (Class time and % EEF time) Angela Parker Director of Operations for all GS locations Parent communications Transportation Chaperones Contact database Participant paperwork $301hr x 8hrs/wk x 40 wks $9600 AMOUNT REQUESTED* $1000 (cost for only one site) TOTAL Personnel $7000 1 B. Fringe Benefits Name Position Description of Benefits Cost C. Travel Purpose of Travel Location Item Cost ^ 10 Educational Enrichment Functions All within Tarrant County $300 per outing TOTAL Travel $3000 D. Equipment Item Cost per Item Quantity Cost Curriculum $1000 per site Will not apply this Cost to a public program TOTAL Equipment $0 E. Supplies Item Cost per Item Quantity Cost Cross-Over Blazers $150 # of boys=20 $3000 43 �Vf��� �5 0 TOTAL Sulies F. Contracts/Consultants Description of the Service Cost Marketing Consultant: $30/hour x 15 hrs/wk x 40 weeks $18,000 -meetings and launch of new sites, -fundraising and sponsorship, -accounting functions, -information collection for the program evaluation, -public relations, -volunteer training and background checks, -legal and risk management, -EEF structure and coordination. External Evaluator: 5000* -Monitors and conducts research evaluation to ensure quality $23000 delivery of services and impact of program to participants. REQUESTED AMOUNT* $5000 TOTAL Contracts/Consultants $5000 i u 9 AL cdontractsiuonsuitants $6000 G.Other Costs Item Cost per Item Quantity Cost Ongoing training for Life Consultants $1000 for 8 hr program $1000 Trainer cost $301hr x 8 hr 240* Life Consultant cost $1240 Will be donated* REQUESTED AMOUNT $1000 TOTAL Other Costs $1000 BUDGET NARRATIVE Please attach a detailed budget narrative that explains the need for all proposed expenditures by individual item. The budget narrative should clearly explain how funds will be used and why expenditures are necessary for successful implementation of your program. Please explain how costs are calculated. A. Personnel: The primary cost of the program, and the primary reason for its success, is the Life Consultant. This Life Consultant spends an hour each week in class time(for 40 weeks) with the Gentlemen's Society participants, as well as a minimum of 2 hours each week in pre-planning, an intense amount of time participating in individual counseling(often at the participants' homes with the family),and attends every Educational Enrichment Function his young men take part in(which can run from 3 hours-8 hours),but for this document we reduced to average 1 hour per week. The cost of transportation,fuel,and supplies are not covered in this amount and are provided by the Life Consultant. We are requesting the cost of class time and only half of the pre-planning time in this document. We will continue our efforts to partner with private donors to cover the additional cost of our Life Consultant's time. The cost is $100 per hour. Our Director of Operations supports all endeavors and activities the boys are engaged in. From coordinating with donors,sponsors, and hosts of the EEF's,to working with parents to ensure the boys' attendance, and overseeing the collection of participant data for the evaluation,her role is to create a smooth environment for parents,participants, and staff for maximum educational impact. She oversees six volunteers who assist her in these duties. The numbers above do not reflect the actual time necessary to complete these activities,only a minimum that is attributed directly to the one site that we wish to launch in Fall of 2009. The cost is$30 per hour. B. Fringe: We are currently unable to provide full-time employment to any individuals and this does not apply. C. Travel: For every Educational Enrichment Function,the boys meet in a pre-determined location. From the meeting point,transportation is necessary to the scheduled event. We are currently seeking partners in this »; endeavor,but at this time have no one donating to this item. The average cost of transportation is $25 per student at the date of this proposal. However, our goal is to have 8 active programs by the end of 2009 and the economies of scale with a greater number of participants will allow this number to be reduced. For the purpose of this proposal, we have reduced the transportation cost to $15 per participant and based the cost on 20 t_" __.r_._""vi'""`b "— +-iii — —_. ravbaa ..Vt..Vl--------a 111—ltllllb",W_t,a"U_t,0 Ul C16,ilVLD aLIU 1d1VILttLJU115 lU local cultural events, as well as requests for assistance in local community projects and public occasions. Due to this,the boys typically attend closer to 20 EEF's throughout the program(at least 2 per month), but we are not including these opportunities in this document—only the ten pre scheduled functions. $15 per participant x 10 EEF's x 20 participants=$3000 J. Equipment: All cameras,slide projectors, signage, laptops,and visual aids for classroom effect are donated from personal use or have not been included in this proposal for the sake of simplicity. E. Supplies: The curriculum is the intellectual property of the Gentlemen's Society youth program and as such has an inherent dollar value of$1000 per active program. That cost is not calculated or requested in this proposal. F. Contracts/Consultants: Dacia Coffey is a paid consultant in place to structure,record, and duplicate the Gentlemen's Society program. She helps focus expansion strategy into daily,weekly,and monthly goals, while exploring partnerships, funding opportunities,and approaches to outreach. She also coordinates public relations and community cooperation, trains volunteers, and completes the necessary legal,financial, and risk management requirements for the successful continuation of the Gentlemen's Society program. The cost of her services is not included in the requested amount of this document. Latanya 'Washington,Ph.D.,has been contracted to conduct an unbiased,external evaluation of this program. She will track participatory data as well as compare before and after end points such as school attendance, grades and test scores, behavior indicators. The results will be quantitative and qualitative, and will be used to protect the integrity and impact of the Gentlemen's Society youth program on its participants.The details of the evaluation are listed above in question 4 of the proposal narrative. The entire evaluation is $5000 from database construction, to data collection,recording of participant narrative, participant and parent interviews,and the review and compilation of results, conclusions, and recommendations. G. Other: Each Life Consultant is required to keep up his training and ensure the correct delivery of program services. Typically,this is up to 2 hours of training per curriculum topic, however, because this training is applicable to all Gentlemen's Society sites he may lead,only eight hours of training time are attributed to this <.. proposal and have not been attributed to the requested amount. The cost associated to this proposal is the Gentlemen's Society trainer cost for in-person,hands-on training. This training is another checkpoint we use to protect the integrity of the program. 3730 LITTLE RD APT 2101 ARLINGTON. TX 76016 PHONE 682-557-1842 � E-MAIL PYBURCH@YAHOO.COM PAMELA Y . BURCH l OBJECTIVE In pursuit of growth opportunity where attributes of problem solving, energy and dedication may serve to complement company objectives. SUMMARY OF QUALIFICATIONS Top-notch supervisor,with more than thirteen years experience,in a contact center environment. ® Adept at building productive relationships,to further the departmental.goals. Comfortable initiating and building rapport with individuals, from diverse backgrounds. Dynamic leader and team builder who consistently motivates others toward success. RELEVANT EXPERIENCE Management/Motivation- ® Exceptional leadership skills in creating an environment where employees are excited and capable of delivering optimum performance. ■ Extensive background in training inbound customer service specialist how to deliver an exceptional customer experience. ■ Oversees the development and training of supervisors. Maximize performance through problem solving a behavior by utilizing a variety of coaching strategies. WORD HISTORY March 2008—Present CSC Fort Worth,TX Position: Supervisor,Operations October 2006—February 2008 ACS Fort Worth,TX Position: Supervisor II,Customer Service April 2004—October 2006 Beryl Bedford,TX Position:Advisor,Customer Service October 2001—May 2004 Boise/OfficeMax Fort Worth,TX Position: Supervisor,Customer Service December 1995—December 2001 Cendant Arlington,TX Position: Supervisor,Sales/Customer Service JOB DESCRIPTIONS AND RESUMES OF PERSONNEL INVOLVED IN THE PROGRAM Dewayne Washington-Executive Director and Life Consultant • Wrote, designed, and executed the curriculum for Gentlemen's Society • Determines the action item, vocabulary word, and point distribution for each class • Conducts training sessions for the Life Consultants and prepares them for mentoring responsibilities • Mentors the boys through a series of classes and provides individual counseling • Attends the Educational Enrichment Functions with the boys • Participates in Fundraising activities • Sits on the board and explores strategic vision for future expansion Junichi Lockett/Ernest Scott/Tony Jackson-Life Consultants • Receives ongoing training to ensure correct delivery of program services • Mentors the boys through a series of classes and provides individual counseling • Records attendance and participation information for point system accuracy • Attends the Educational Enrichment Functions with the boys 4 LuCrecia Carroll-Administrative Assistant • Provides all necessary duties for the Executive Director required to run the program as efficiently as possible • Schedules meetings with potential sponsors and works with others in the organization to avoid any scheduling conflicts • Responsible for media and press release efforts to bring awareness to the organization • Executes follow-up efforts with potential investors post-meeting and forges an ongoing relationship for possible future endeavors Dacia Coffey-Director of Marketing • Directs meeting and new site launches • Controls fundraiser, sponsorship, and accounting functions • Collects the information for program evaluation • Coordinates public relations and community cooperation efforts • Completes the necessary legal, financial, and risk management requirements Angela Parker-Director of Operations • Responsible for ensuring that the program activities are being carried out efficiently • Coordinates efforts with donors, sponsors, and EEF hosts • Original point of contact with new participant's parents • Creates a favorable environment for parents, participants, and staff to work as one cohesive unit Pamela Burch-Event Coordinator • Locates various community activities to serve as Educational Enrichment Functions for the boys to participate in • Organizes the EEF schedule to coincide with the related lessons of the week • Works jointly with the Operations and Marketing Directors to guarantee a seamless execution of the EEF • Collects participant information from the Life Consultants for record keeping purposes Antonique Carroll-Participant Coordinator • Collects and keeps the personal information of all participants • Receives participant information from the Life Consultants and the Event Coordinator to keep track of the points of each participant • Presents the current points of each participant in a weekly graph and spreadsheet • Serves as the go-to person when any personal information is needed on a participant • Assists with grant writing and proposals Ella Jones-Parent Liaison • Becomes the point of contact with all parents after initial contact with the Operations Director • Contacts parents of future participants to inform them of new site launches • Stays in touch with the parents of current participants to keep them informed of upcoming events • Informs the organization of all future members and passes on their contact information to the Participant Coordinator FILED to ttte OfficeOf ft Otero of 61TOM CERTIFICATE OF FORMATION OF JUL U 2DW GENTLEMEN'S SOCIETY PROGRAM A NONPROFIT CORPORATION COMO Ot1S �t� This certificate of formation is submitted for filing pursuant to the applicable provisions of the Texas Business Organizations Code. Article I-Entity Name and Type The name and type of filing entity being formed is: Gentlemen's Society Program,a Texas nonprofit corporation(hereinafter"Corporation"). Article It-Purpose The Corporation is organized for charitable, religious, scientific, literary, or educational purposes within the meaning of Section 50I(c)(3) of the Internal Revenue Code of 1986 (the "Cede"), and the Texas Tax Code, Section 11.18. This corporation is organized and operated exclusively for charitable and educational purposes within the meaning of 501(c)(3)of the internal Revenue Code. In particular the Corporation shall act as a charitable organization to train and instruct young people to become productive and responsible citizens in their community. Article III-Restrictions and Limitations Notwithstanding the foregoing or anything to the contrary herein,the Corporation may not: A. Engage in any activity or take any action prohibited by the applicable provisions of the Texas Business Organizations Code. B. Pay any dividend or distribute any part of the income of the Corporation to its members, if any, directors, if any, or officers. However, the Corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered,may confer benefits upon its members in conformity with its purposes,provided such compensation and benefits are reasonable. C. Make loans to the Corporation's directors. D. Engage in any activities,except to an insubstantial degree,that are not in furtherance of the purpose or purposes of the Corporation, E. Conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c)(3)ofthe Internal Revenue Code and its regulations,or by an organization,contributions to which are deductible under Section CERTIFICATE OF FORMATION OF GENTLEMEN'S SOCIETY PROGRAM page 1 170(c)(2)of the Internal Revenue Code and regulations. F. Serve any private interest except if clearly incidental to the public benefit provided by the Corporation. G. Allow any of the Corporation's net earning to inure to the benefit of the members,if any of the Corporation,or any private individual. H. Engage in more than an insubstantial degree in the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Corporation shall not directly or indirectly participate in, or intervene in (including the publication or distribution of statements)any political campaign on behalf of any candidate for public office,except as allowed by Internal Revenue Code and its regulations. I. Make distributions at such time and in such manner as to subject it to tax under Section 4942 of the Code. J. Engage in any act of self-dealing which would be subject to tax under Section 4941 of the Code. K. Retain any excess business holdings which would subject it to tax under Section 4943 of the Code. - L. Make any investments which would subject it to tax under Section 4944 of the Code. M. Make any taxable expenditures which would subject it to tax under Section 4945 of the Code. Article IV-Registered Office and Registered Agent The initial registered agent is an individual resident of the state whose name is Dewayne T. Washington. The business address of the initial registered agent and the initial registered office is; 2324 Weyborn,Arlington,TX 76018. Article V-Organizer The name and address of the organizer is: Name Address Stephani R.Johnson Carnahan Thomas, LLP, 1190 N. Carroll Ave.,Southlake,TX 76092 CERTIFICATE OF FORMATION OF GENTLEMEN'S SOCIETY PROGRAM page 2 Article VI-Governing Authority Management of the affairs of the Corporation is to be vested in its board of directors. The number of initial directors shall be three(3). The number of directors shall be set by the bylaws of the Corporation as may be amended from time to time, provided that the number of directors may never be less than three. The names and addresses of the persons who are to serve as directors until the first annual meeting or until their successors are elected and qualified are: Name Address 1. Dewayne T. Washington 2324 Weyborn,Arlington,TX 76018 2. Tanisha K. Washington 2324 Weyborn,Arlington,TX 76018 3. James Austin Jr. 2401 Scott Ave.,Fort Worth,Texas 76103 Article VII-Organizational Structure The Corporation will?not have members. Article VIII-Distribution of Assets Upon Winding Up After all liabilities and obligations of the Corporation in the process of winding up are paid, satisfied and discharged, the property of the Corporation shall be applied and distributed in accordance with section 22.304,Texas Business Organizations Code. Article IX-Effective Date of Filing This certificate of formation becomes effective when the document is filed by the secretary of state. Article X-Execution This document is signed subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. Date: June 30,2008 S tepWli k Johnson CERTIFICATE OF FORMATION OF GENTLEMEN'S SOCIETY PROGRAM page 3 Bylaws of Gentlemen's Society Program Article 1 Offices Section 1>Principal Office The principal office of the corporation is located at 2324 Weyborn, Arlington, Tarrant County,76018,State of Texas. Section 2,Change of Address The designation of the county or state of the corporation's principal office may be changed by amendment of these bylaws.The board of directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require,an amendment of these bylaws: New Address: Dated: ,20 New Address: Dated: ,20 New Address: Dated: ,20 Section 3.Other Offices The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require,and as the board of directors may, from time to time,designate. Article 2 Nonprofit Purposes Section 1.IRC Section 501(c)(3)Purposes This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3)of the Internal Revenue Code, including, for such purposes,the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3)of the Internal Revenue Code. www.nolo.com Bylaws Page 1 Section 2.Specific Objectives stud Purposes The specific objectives and purposes of this corporation shall be: to train and instruct young people to become productive and responsible citizens in the community. The Gentlemen's Society Program (GS) is a non-profit organization designed to mentor "at- risk" young men between the ages of 12 - 18. The goal is to equip young men with all the tools necessary to become successful contributors to a thriving society. Participants will attend weekly classes throughout the school year with the goal of completing 20 structured courses that include lessons on: conflict management, financial responsibility, communication, manners, college preparation, personal responsibility and citizenship. After school outings and field trips are included in the curriculum. Some of the outings include traveling to and attending a city council meeting to observe local politics at work; participating in job interviews with local merchants and businessmen. An additional objective and purpose of Gentlemen's Society Program shall be to engage in other activities related to educating the public and specifically young people on issues related to becoming responsible adults and serving the community and society as a whole. Article 3 Directors Section 1.Number The corporation shall have five directors and collectively they shall be known as the board of directors. t. Section 2. Qualifications Directors shall be of the age of majority in this state. Section 3.Powers Subject to the provisions of the laws of this state and any limitations in the articles of incorporation and these bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors. Section 4.Duties It shall be the duty of the directors to: a. Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation,or by these bylaws; b. Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws,prescribe the duties and fix the compensation, if any,of all officers, agents,and employees of the corporation; c. Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly; d. Meet at such times and places as required by these bylaws; www.noloxom bylaws Page 2 e. Register their addresses with the secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof. Section 5.Term of Office Each director shall hold office for a period of 24 months and until his or her successor is elected and qualifies. Section 6.Compensation Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to directors shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article 9 of these bylaws. No member of the board, officer or other person exercising supervisory power in the corporation or any of their close relatives can individually benefit from the receipt of grant funds. Section 7.Place of Meetings Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the board of directors. Section B.Regular Meetings Regular meetings of directors shall be held on the third Wednesday of each month at 7a40 pm, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day. If this corporation makes no provision for members, then, at the regular meeting of directors held on the third Wednesday of September every second year,directors shall be elected by the board of directors. 'Voting for the election of directors shall be by written ballot. Each director shall cast one vote per candidate,and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board. Section 9.Special Meetings Special meetings of the board of directors may be called by the chairperson of the board, the president, the vice president, the secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different,at the place designated by the person or persons calling the special meeting. www.rdo.com IMaws Page 3 T Section 10.Notice of Meetings Unless otherwise provided by the articles of incorporation,these bylaws,or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors: a. Regular Meetings. No notice need be given of any regular meeting of the board of directors. b. Special Meetings. At least one week prior notice shall be given by the secretary of the corporation to each director of each special meeting of the board.. Such notice may be oral or written, may be given personally, by first class mail, by email, by telephone or by facsimile machine, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification, the director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty-four hours of the first facsimile transmission. c. Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the articles of incorporation, these bylaws,or the law of this state, a waiver of notice in writing signed by the director,whether before or after the time of the meeting, shall be equivalent to the giving of such notice. Section 11. Quorum for Meetings A quorum shall consist of three of the members of the board of directors. Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain'at such meeting is a motion to adjourn. Note: A director present by proxy at a meeting may not be counted toward a quorum. Section 12:Majority Action as Board Action Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the articles of incorporation, these bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board. Section 13.Conduct of Meetings Meetings of the,board of directors shall be presided over by the chairperson of the board, or,if no such person has been so designated,or in his or her absence,the president of the corporation, or in his or her absence, by the vice president of the corporation, or in the absence of each of these persons,by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the`corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting. wwwil*.com Bylaws Page 4 Meetings shall be governed by Robert's Rules of Order, insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws, or with provisions of law. Section 14.'Vacancies Vacancies on the board of directors shall exist(1)on the death,resignation, or removal of any director,and(2)whenever the number of authorized directors is increased. Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the office of the attorney general or other appropriate agency of this state. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state. Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law,vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the board of directors or until his or her death, resignation, or removal from office. Section 15.Nonliability of Directors The directors shall not be personally liable for the debts, liabilities,or other obligations of the corporation. . Section 16.Indemnification by Corporation of Directors and Officers The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state. Section 17.Insurance for Corporate Agents Except as may be otherwise provided under provisions of law,the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation(including a director,officer, employee,or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such,whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws,or provisions of law. Article 4 Officers Section 1.Designation of Officers The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer. The corporation may also have a chairperson of the board, one or more vice wwW.nob.mm 00aws Page 5 presidents, assistant secretaries, assistant treasurers, and other such officers with such A titles as may be determined from time to time by the board of directors. Section 2.Qualifications Any person may serve as officer of this corporation. Section 3.Election and Term of Office Officers shall be elected by the board of directors,at any time,and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified,whichever occurs first. Section 4.Removal and Resignation Any officer may be removed, either with or without cause, by the board of directors, at any time. Any officer may resign at any time by giving written notice to the board of directors or to the president or secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the board of directors relating to the employment of any officer of the corporation. Section 5.Vacancies Any vacancy caused by the death,resignation, removal, disqualification,or otherwise,of any officer shall be filled by the board of directors. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine. Section 6.Duties.of President The president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law,by the articles of incorporation,or by these bylaws,or which may be prescribed from time to time by the board of directors. Unless another person is specifically appointed as chairperson of the board of directors, the president shall preside at all meetings of the board of directors and, if this corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the board of directors,. Section 7.Duties of Vice President In the absence of the president,or in the event of his or her inability or refusal to act,the vice president shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the president. The vice president shall have other powers and perform such other duties as may be prescribed by www.nolo.00m oylam Page 6 law, by the articles of incorporation, or by these bylaws, or as may be prescribed by the board of directors. Section g.Duties of Secretary The secretary shall: Certify and keep at the principal office of the corporation the original,or a copy, of these bylaws as amended or otherwise altered to date. Keep at the principal office of the corporation or at such other place as the board may determine,a book of minutes of all meetings of the directors,and,if applicable,meetings of committees of directors and of members, recording therein the time and place of holding,whether regular or special,how called,how notice thereof was given, the names of those present or represented at the meeting,and the proceedings thereof. See that all notices are duly given in accordance with the provisions of these bylaws or as required by law. Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by Iaw or the provisions of these bylaws, to duly executed documents of the corporation. Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. Exhibit at all reasonable times to any director of the corporation,or to his or her agent or attorney, on request therefor, the bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation. In general,perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors. Section 9.Duties of Treasurer The treasurer shall: Have charge and custody of, and be responsible for, all funds and securities of the corporation,and deposit all such funds in the name of the corporation in such banks,trust companies,or other depositories as shall be selected by the board of directors. Receive,and give receipt for, monies due and payable to the corporation from any source whatsoever. Disburse,or cause to be disbursed,the funds of the corporation as may be directed by the board of directors,taking proper vouchers for such disbursements. Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains,and losses. Exhibit at all reasonable times the books of account and financial records to any director of the corporation,or to his or her agent or attorney,on request therefor. www,nolo.00M Bylaws Page 7 Render to the president and directors,whenever requested, an account of any or all of his or her transactions as treasurer and of the financial condition of the corporation. Preppie, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. In general,perform all duties incident to the office of treasurer and such other duties as may be required by law, by the articles of incorporation of the corporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors. Section 10.Compensation The salaries of the officers, if any, shall be fixed from time to time by resolution of the board of directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in-return for services actually rendered to or for the corporation. All officer salaries shall .be approved in advance in accordance with this corporation's conflict of interest policy,as set forth in Article 9 of these bylaws. Article 5 Committees Section 1.Other Committees The corporation shall have such other committees as may from time to time be designated by resolution of the board of directors.These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board. Section 2.Meetings and Action of Committees Meetings and action of committees shall be governed,by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the board of directors, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members, except.that the time for regular and special meetings of committees may be fixed by resolution of the board of directors or by the committee. The board of directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws. Mlicle 6 Execution of Instruments,Deposits,and Funds Section 1.Execution of Instruments The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation,and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall:have any power or authority.to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. WW*j 0.C= 808'ws Page 8 Section 2.Checks and Notes Except as otherwise specifically determined by resolution of the board of directors,or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer and countersigned by the president of the corporation. Section 3.Deposits All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks,trust companies,or other depositories as the board of directors may select. Section 4.Gifts The board of directors may accept on behalf of the corporation any contribution, gift, bequest,or devise for the nonprofit purposes of this corporation. . Artigle 7, Corporate Records;Reports, and Seal Section 1.Maintenance of Corporate Records The corporation shall keep at its principal office: a. Minutes of all meetings of directors, committees of the 'board, and, if this corporation has members,,of all meetings of members,'indicating the time and place of holding such meetings, whether regular or special,how called,the notice given,and the names of those present and the proceedings thereof; b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets,liabilities, receipts, disbursements,gains,and losses; c. A record of its members, if any, indicating their. names,and addresses and, if applicable, the class of membership held by each member and-the termination date of any membership; d. A copy of the corporation's articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members,if any,of the corpora on at all reasonable times during office hours. Section 2.Corporate Seal The board of directors may adopt,use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments,however,shall not affect the,validity of any such instrument. Section 3.Directors' Inspection Rights Every director shall have the absolute right at any reasonable time to inspect and copy all books,records,and documents of every kind and to inspect the physical properties of the corporation,and shall have such other rights to inspect the books, records,and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws,and provisions of law. www.rdo.com oa" Page 9 Section 4.Members'Inspection Rights If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member: a. To inspect and copy the record of all members' names, addresses, and voting rights, at reasonable times, upon written demand on the secretary of the corporation,which demand shall state the purpose for which the inspection rights are requested. b. To obtain from the secretary of the corporation, upon written demand on, and payment of a reasonable.charge to, the secretary of the corporation, a list of the names, addresses, and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available within a reasonable time after the demand is received by the secretary of the corporation or after the date specified therein as of which the list is to be compiled. c. To inspect at any reasonable time the books,records,or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the secretary of the corporation by the member, for a purpose reasonably related to such persons interests as a member. Members shall have such other rights to inspect the books,records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws,and provisions of law. Section 5.Right to Copy and Make Extracts Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts. Section 6.Periodic Report The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members,if any,of this corporation,to be so prepared and delivered within the time limits set by law. Article$ MC 501(c)(3) Tax Exemption Provisions Section 1. Limitations on Activities No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h)of the Internal Revenue Code),and this corporation shall not participate in,or intervene in(including the publishing or distribution of statements),any political campaign on behalf of,or in opposition to,any candidate for public office. www.ndo.com Bylaws Page to Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation,contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. Section 2.Prohibition Against Private Inurement No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation. Section 3.Distribution of Assets Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal_government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state. Section 4.Private Foundation Requirements and Restrictions In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shalI not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d)of the Internal Revenue Code. Article 9 Conflict of Interest and Compensation Approval Policies Section 1.Purpose of Conflict of Interest Policy The purpose of this conflict of interest policy is to protect this tax-exempt corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible"excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified.by Section 53A958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. www WO.Cwn Bylaws Page 11 Section 2. Definitions a. Interested Person. Any"director, principal officer, member of a committee with Soverning board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest,as defined below,is an interested person. b, Financial Interest. A person has a financial interest if the person has, directly or indirectly,through business,investment,or family. 1. An ownership >or investment interest in any entity with which the corporation has a transaction or arrangement; 2. A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or'antngement;or 3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B,a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. Section 3. Conflict of Interest Avoidance Procedures a. Duty to Disclose. In connection with any actual or possible conflict of interest,an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. b. Determining Whether_.,a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. c. Procedures for Addressing the Conflict of Interest. 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 arraripment involving the possible conflict of intem%t., The chairperson of the governing board or committee shall, if appropriate,appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. wwwikdo com Bylaws Page 12 After exercising due diligence,the governing board or committee shall determine whether the corporation 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. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governingboard or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination,it shall make its decision as to whether to enter into the transaction or arrangement. d. Violations of the. Conflicts of Interest Policy. If 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. If, after hearing the membees 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. Section A.Records of Board and Board Comiriittee Proccedmgs The minutes of meetings 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 cone iittee'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. Section S.Compensation Approval Policies A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that members compensation. A voting member of any committee whdse jurisdiction includes compensation matters and,who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that membees compensation. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the www.rdo com Bylaws Page 13 corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures: a. the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation; b. all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement'between this organization and,a "disqualified person" (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53,4958-3 of the IRS Regulations): 1. is not the person who is the subject of the compensation arrangement,or a family member of such person; 2. is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement; 3. does not receive compensation or, other payments subject to approval by the person who is the subject of the compensation arrangement; 4. has no material financial interest affected by the compensation arrangement; and 5. does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member. c. the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following: 1. compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. "Similarly situated" organizations are those of a similar size, purpose, and with similar resources; 2. the availability of similar services in the geographic area of this organization; 3. current compensation surveys compiled by independent firms; 4. actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement; wWW.noto.00m Bytaws Page 14 As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts(including contributions)for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services. d. the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include: 1. the terms of the compensation arrangement and the date it was approved; 2. the members of the board or compensation committee who were present during debate on the transaction,those who voted on it, and the votes cast by each board or committee member; 3. the comparability data obtained and retied upon and how the data was obtained; 4. If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination; 5. If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting; 6. any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member,the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement); 7. The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 64 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate,and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee. www.rdO.aom "aws Page 15 Section 6.Annual Statements Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: a. has received a copy of the conflicts of interest policy; b. has read and understands the policy; e. has agreed to comply with the policy;and d. understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily In activities which accomplish one or more of its tax-exempt purposes. Section 7.Periodic Reviews To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information,and the result of arm's-length bargaining. b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation'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. Section 8.Use of Outside Experts When conducting the periodic reviews as provided for in Section 7, the corporation may, but need not, use outside advisors. If outside experts are used,their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted. Article 10 Amendment of Bylaws Section 1.Amendment Subject to the power of the members, if any, of this corporation to adopt, amend, or repeal the bylaws of this corporation and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of the board of directors. Article Construction and Terms If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall govern. wWW.(1*.00m Bylaws Page 16 Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason,the remaining provisions and portions of these bylaws shall be unaffected by such holding. All references in these bylaws to the articles of incorporation shall be to the articles of incorporation,articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the Iegal existence of this corporation. All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code. Article 12 ADOPTION OF BYLAWS We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to,and hereby do, adopt the foregoing bylaws, consisting of preceding pages,as the bylaws of this corporation. Dated: Dewaynd T.Washington David Keener James Austin,Jr. Stephani Johnson Tanisha K. Washington www.nolo.wm Bylaws Page 17 APPENDIX II Part IV. Narrative Description of Your Activities The Gentlemen's Society Program (GS) is a non-profit organization designed to mentor "at-risk" young men between the ages of 12 — 18. The goal is to equip young men with all the tools necessary to become successful contributors to a thriving society. Participants will attend weekly classes throughout the school year with the goal of completing 20 structured courses that include lessons on. conflict management, financial responsibility, communication, manners, college preparation, personal responsibility and citizenship. After school outings and field trips are included in the curriculum. Some of the outings Include traveling to and attending a city council meeting to observe local politics at work; participating in job interviews with local merchants and businessmen; See excerpt from GS Website attached hereto. Appendices Meetings shall be governed by Robert's Rules of Order, insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws, or with provisions of law. Section 14.Vacancies Vacancies on the board of directors shall exist(1)on the death,resignation, or removal of any director, and(2)whenever the number of authorized directors is increased. Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the office of the attorney general or other appropriate agency of this state. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state. Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then. n office is less than a quorum, a vacancy on the board may be filled by approval of a.majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the board of directors or until his or her death, resignation, or removal from office. " Section 15.Nlonliability of Directors The directors shall not be personally liable for the debts, liabilities,or other obligations of the corporation. Section 16.Indemnification by Corporation of Directors and Officers The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state. Section 17.Insurance for Corporate Agents Except as may be otherwise provided under provisions of law,the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation(including a director,officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such,whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws,or provisions of law. Article 4 Officers Section 1. Designation of Officers The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer. The corporation may also have a chairperson of the board, one or more vice www.nolo.aom Bylaws Page 5 presidents, assistant secretaries, assistant treasurers, and other such officers with such titles as may be determined from time to time by the board of directors. Section 2.Qualifications Any person may serve as officer of this corporation. Section 3.Election and Term of Office Officers shall be elected by the board of directors,at any time,and each officer shall hold office until he or she resigns or is removed or,is otherwise disqualified to serve; or until his'or her successor shall be elected and qualified,whichever occurs first. Section 4.Removal and Resignation Any officer may be removed, either with or without.cause, by.the board of directors, at any time. Any officer may resign at any time by giving written notice to the board of directors or to the president or secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise,specified therein, the :acceptance of such resignation shall not be necessary to make it effective,. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the board of directors relating to the employment of any officer of the corporation. Section 5.Vacancies Any vacancy'caused by the`death, resignation,removal, disqualification,or otherwise, of any officer shall be filled by the board of directors. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily.by appointment by �.- the president until such.time as the board shall fill.the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine. Section 6.Duties of President The president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, supervise and control the affairs of the.corporation and the activities of the officers. He or she shall perform all duties incident to,his or her office and such other duties as may be required by law,by the articles of incorporation,or by these bylaws,or which may be prescribed from time to time by the board of directors. Unless another person is specifically appointed as chairperson of the board of directors, the president shall preside at all meetings of the board of directors and, if this corporation has members, at all meetings of the members. Except as otherwise expressly provided by law,by the articles of incorporation, or by these bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the board of directors. Section 7.Duties of Vice President In the absence of the president,or in the event of his or her inability or refusal to act,the vice president shall perform all the duties of the president,and when so acting shall have all the powers of, and be subject to all the restrictions on, the president. The vice president shall have other powers and perform such other duties as may be prescribed by wwW.nolomm Bylaws Page 6 law, by the articles of incorporation, or by these bylaws, or as may be prescribed by the board of directors. Section 8.Duties of Secretary The secretary shall: Certify and keep at the principal office of the corporation the original,or a copy,of these bylaws as amended or otherwise altered to date. Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors,and, if applicable,meetings of committees of directors and of members, recording therein the time and place of holding,whether regular or special,how called, how notice thereof was given, the names of those present or represented at the meeting,and the proceedings thereof. See that all notices are duly given in accordance with the provisions of these bylaws or as required by law. Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these bylaws, to duly executed documents of the corporation. Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. Exhibit at all reasonable times to any director of the corporation,or to his or her agent or '. attorney, on request therefor, the bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation. In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors. Section 9.Duties of Treasurer The treasurer shall: Have charge and custody of, and be responsible for, all funds and securities of the corporation,and deposit all such funds in the name of the corporation in such banks,trust companies,or other depositories as shall be selected by the board of directors. Receive,and give receipt for, monies due and payable to the corporation from any source whatsoever. Disburse,or cause to be disbursed,the funds of the corporation as may be directed by the board of directors,taking proper vouchers for such disbursements. Keep and maintain adequate and correct accounts of the corporation's properties and business transactions,including accounts of its assets, liabilities,receipts, disbursements, gains,and losses. Exhibit at all reasonable times the books of account and financial records to any director of the corporation,or to his or her agent or attorney,on request therefor. www.ndo.com Bylaws page 7 Render to the president and directors,whenever requested, an account of any or all of his or her transactions as treasurer and of the financial condition of the corporation. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the articles of incorporation of the corporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors., Section 10.Compensation The salaries of the officers, if any, shall be fixed from time to time by resolution of the board of directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for.the corporation. All officer salaries shall be approved in advance in accordance with this corporation's conflict of interest policy,as set forth in Article 9 of these bylaws. Article 5 Committees Section 1.Other Committees The corporation shall have such other committees as may from time to time be designated by resolution of the board of directors.These committees may consist of persons who are not also members of the board and shalt act in an"advisory capacity to the board. Section 2.Meetings and Action of Committees Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the board of directors, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the board of directors or by the committee. The board of directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws. Article Execution of Instruments,Deposits, and Funds Section 1.Execution of Instruments The board of directors;except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation,and such authority may be general or confined to specific instances. If so authorized, no officer, agent, or employee shall have,any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. wwwxdo com Bylaws Page 8 Section 2.Checks and Notes Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer and countersigned by the president of the corporation. Section 3.Deposits All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks,trust companies,or other depositories as the board of directors may select. Section 4.Gifts The board of directors may accept on behalf of the corporation any contribution,_ gift, bequest,or devise for the nonprofit purposes of this corporation. Article 7 Corporate Records,Reports,and Seal Section 1.Maintenance of Corporate Records The corporation shall keep at its principal office: a. Minutes of all meetings of directors, committees of the board, and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special,how called,the notice given,and the names of those present and the proceedings thereof; b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets,liabilities, receipts, disbursements, gains,and losses; c. A record of its members, if any, indicating their.names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership; d. A copy of the corporation's articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members, if any,of-the corporation at all reasonable times during office hours. Section 2.Corporate Seal The board of directors may adopt, use,and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix-the seal to corporate instruments,however,shall not affect the validity of any such instrument. Section 3.Directors'Inspection flights Every director shall have the absolute right at any reasonable time to inspect and copy all books,records,and documents of every kind and to inspect the physical properties of the corporation,and shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws,and provisions of law. www.ndo.aom Bylaws Page 9 Section 4.Members' Inspection Rights If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member: a. To inspect and copy the record of all members' names, addresses, and voting rights, at reasonable times, upon written demand on the secretary of-the corporation,which demand shall state the purpose for which the inspection rights are requested. b. To obtain from the secretary of the corporation, upon written demand on, and payment of a"reasonable charge to, the secretary of the corporation, a list of the names, addresses, and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available within a reasonable time after the demand is received by the secretary of the corporation or after the date specified therein as of which-the list is to be compiled. c. To inspect at any reasonable time the books,records,or minutes of proceedings of the members or of the board or committees of the board, upon written:demand on the secretary of the-corporation by the member, for a purpose reasonably related to such persons interests as a member. Members shall have such other rights to inspect the books, records,and properties of this corporation as tnay be required under the articles of incorporation, other provisions of these bylaws,and provisions of law. Section 5.Right to Copy and Make Extracts Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts. Section 6.Periodic Report The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or'to the members, if any,of this corporation,to be so prepared and delivered within the time limits set by law. Article 8 IRC501(c)(3) Tax Exemption Provisions Section 1.Limitations on Activities No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h)of the Internal Revenue Code),and this corporation shall not participate in,or intervene in(including the publishing or distribution of statements), any political campaign on behalf of,or in opposition to,any candidate for public office. www.rdO.C= Wam Page 10 Notwithstanding any other provisions of these bylaws, this corporation shall not cant'on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section S01(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. Section 2.Prohibition AgalastTrivate Inurement No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments ,-and distributions in fiutherance of the purposes of this corporation. Section 3.Distribution of Assets Upon the dissolution of this corporation, its assets remaining after payment,or provision for payment,of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state. Section'+i Private Foundation Requirements and Restrictions In any taxable year in which this corporation is;a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d)of the Internal Revenue Code. Article 9 Conflict of Interest and Compensation Approval Policies Section 1.Purpose of Conflict of Interest Valley. The purpose of this conflict of interest policy is to protect this tax-exempt corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any"disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code-and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible"excess benefit transaction' as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This-policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. wwwiugo com Bylaws Page U Section 2.Definitions a. Interested Person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest,as defined below,is an interested person. b. Financial Interest. A person has a financial interest if the person has, directly or indirectly,through business,investment,or family: 1. An ownership or investment interest in any entity with which the corporation has a transaction or arrangement; 2. A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement;or 3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect-remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily .a conflict of interest. Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. Section 3.Conflict of Interest Avoidance Procedures a. Duty to Disclose. In connection with any actual or possible conflict of interest,an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. c. Procedures for Addressing the Conflict of Interest. 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. The chairperson of the governing board or committee shall, if appropriate,appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. www.nolo.com Bylaws Page 12 After exercising due diligence, the governing board or committee shall determine whether the corporation 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. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement. d. Violations of the Conflicts of Interest Policy. If 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 affard the member an opportunity to explain the alleged failure to disclose. If, after hearing the membees 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. Section 4.Records of Board and Board Committee Proceedings The minutes of meetings 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. Section 5.Compensation Approval Policies A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the www.noloaom Bylaws Page 13 corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures: a. the terms of compensation'shall be approved by the board or compensation committee prior to the first payment of compensation; b. all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS° Regulation Section 534958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a "disqualified person" (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 514958-3 of the IRS Regulations): 1. is not the person who is the subject of the compensation arrangement, or a Family member of such person; 2. is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement; 3., does not receive compensation or other payments sdbject to approval by the person who is the subject of the compensation arrangement; 4. has no material fmandal interest affected by the compensation arrangement; and 5. does not approve a transaction providing economic benefits to the person who is the subject'of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member. c. the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following: 1. compensation levels paid by similarly situated organizations,both taxable and. tax-exempt, for functionally comparable positions. "Similarly situated" organizations are 'those of a similar size, purpose, and with similar resources; , 2. th+e availability of similar services in 1he geographic area of this organization; 3. current compensation surveys compiled by independent firms; 4. actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement; www.rwlomn Bylaws Rage 14 As allowed by IRS Regulation 4958-6, if this organization has`average annual gross receipts(including contributions)for its three prior tax;years of less than$1 million,the board or compensation committee will have obtained and relied upon appropriate data as, to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services. d. the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include; 1. the terms of the compensation arrangement and the date it was approved; 2. the members of the board or compensation committee who were present during debate on the transaction,those who voted on it, and the votes cast by each board or committee member; 3. the--Ouanparhb lity data obtained and relied upon and how the data was obtained; 4. If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained,the board or committee shall record in the minutes of the meeting the basis for its determination; S. If the Board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting; 5. any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member,the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement); 7. The minutes of board or committee ,meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate,and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee. www.noloaan Bylaws Page 15 -Y Section 6.Annual Statements Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: a. has received a copy of the conflicts of interest policy; b. has read and understands the policy; c. has agreed to comply with the policy;and d. understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Section 7.Periodic Reviews To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status,periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information,and the result of arm's-length bargaining. b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation'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. Section S. Use of Outside Experts When conducting the periodic reviews as provided for in Section 7, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted. Article, Amendment of Bylaws Section 1.Amendment Subject to the power of the members, if any, of this corporation to adopt, amend, or repeal the bylaws of this corporation and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of the board of directors. Article 11 Construction and Terms If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall govern. www.rdo.com Bylaws Page 16 Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding. All references in these bylaws to the articles of incorporation shall be to the articles of incorporation,articles of organization, certificate of incorporation,organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation. All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code. Article 12 ADOPTION OF BYLAWS We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to,and hereby do,adopt the foregoing bylaws, consisting of preceding-pages,as the bylaws of this corporation. Dated: Dewayne T. Washington David Keener James Austin,Jr. Stephani Johnson Tanisha K. Washington wwwxotoxam Bylaws Page 17 APPENDIX B Part IV: Narrative Description of Your Activities The Gentlemen's Society Program (GS) is a non-profit organization designed to mentor "at-risk" young men between the ages of 12 — 18. The goal is to equip young men with all the tools necessary to become successful contributors to a thriving society. Participants will attend weekly classes throughout the school year with the goal of completing 20 structured courses that include lessons on: conflict management, financial responsibility, communication, manners, college preparation, personal responsibility and citizenship. After school outings and field trips are included in the curriculum. Some of the outings include traveling to and attending a cite council meeting to observe local politics at work, participating in job interviews with local merchants and businessmen; See excerpt from GS Website attached hereto. Appendices Corporations Section ��g 0 Phil Wilson P.O.Box 13697 Secretary of State Austin,Texas 78,711-3697 LQ Office of the Secretary of State July 08, 2008 Attn: Stephani R. Johnson Carnahan Thomas LLP 1190 N Carroll Avenue, Suite 170 Southlake, TX 76092 USA RE Gen Lm.-n s Soc'et,., Proa.rani It has been our pleasure to file the certificate of formation and issue the enclosed certificate of filing evidencing the existence of the newly created nonprofit corporation. Nonprofit corporations do not automatically qualify for an exemption from federal and state taxes. Shortly, the Comptroller of Public Accounts will be contacting the corporation at its registered office for information that will assist the Comptroller in setting up the franchise tax account for the corporation. Information about franchise tax, and contact information for the Comptroller's office, is Gavailable on their web site at.littp:Hwi.ndow.state.tx.us/taxinfo/franchise/index.litrnl., For information on state tax exemption, including applications and publications, visit the Comptroller's Exempt Organizations web site at h.ttp://window.state,tx.us/taxinfo/exempt/index.html. Information on exemption from federal taxes is available from the Internal Revenue Service web site at www.irs.gov. Nonprofit corporations do not file annual reports with the Secretary of State, but do file a report not more often than once every four years as requested by the Secretary. It is important for the corporation to continuously maintain a registered agent and office in Texas as this is the address to which the Secretary of State will send a request to file a periodic report. Failure to maintain a registered agent or office in Texas, failure to file a change to the agent or office information, or failure to file a report when requested may result in the involuntary termination of the corporation. Additionally, a nonprofit �orYor�tiott�s ill file documents ..-ith the Secretary of State if the corporation needs to amend one of the provisions in its certificate of'formation. If we can be of further service at any time, :please let us know. Sincerely, Corporations Section Business& Public Filings Division (512) 463-5555 Enclosure Come visit zis on the internet at http://lvmv.sos.state.fx.usl Phone:(512)463-5555 Fax:(512)463-5709 Dial: 7-1-1 for Relay Services Prepared by: Lisa Sartin TID: 10286 17ocument:221346530002 AV 'Corporations Section T F OF Phil Wilson P.O.Box 13697 5 Secretary of State Austin,Texas.78711-3697 Office of the Secretary of State CERTIFICATE OF FILING OF ` Gentlemen's Society Program File Number: 801001111 The undersigned, as Secretary of State of Teas, hereby certifies that a Certificate of Formation for the above named Domestic Nouprof conform to the applicable provisions 6t ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law,hereby issues this certificate evidencing filing effective on the date shown below. 4 The issuance of this certificate does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law. Dated: 07/07/2008 Effective: 07/07/2008 co!> Phil Wilson Secretary of State Come visit its on the internet at http;1Avww.sos.state,Ix.us/ Phone:(512)463-5555 Fax:(512)463-5709 Dial: 7-1-1 for Relay Services Prepared by: Lisa Sartin TID: 10306 Document;221346530002 C ' FILED @ntrJecifficeofft seaet s.rV 0fi Stzt CERTIFICATE OF FORMATION OF JUL a 7 2006 GENTLEMEN'S SOCIETY PROGRAM a � uQ��S'aogon A NONPROFIT CORPORATION This certificate of formation is submitted for filing pursuant to the applicable provisions of the Texas Business Organizations Code. Article I - Entity Name and Type The name and type of tiling entity being formed is: Gentlemen's Society Program, a Texas nonprofit corporation(hereinafter "Corporation"). The Corporation is organized for charitable, religious, scientific, literary, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (the "Code"), and the Texas Tax Code, Section 11.18. This corporation is organized and operated exclusively for charitable and educational purposes within the meaning of 501(c)(3)of the Infernal Revenue Code. In particular the Corporation shall act.as a charitable organization to train and instruct young people to become productive and responsible citizens in their community. 10 Article 11.1 - Restrictions and Limitations Notwithstanding the foregoing or anything to the contrary herein,the Corporation may not: A. Engage in any activity or take any action prohibited by the applicable provisions of the Texas Business Organizations Code. B. Pay any dividend or distribute any part of the income,of the Corporation to its members, if any, directors,'if any, or officers. However, the Corporation may pay compensation in a reasonable amount to its members, directors. or officers for services rendered,may co benefits upon its members*qqq#�.-,Widx A such compensation and benefits are reasonable. C. Make loans to the Corporation's directors. D. Engage in any activities,except to an insubstantial degree,that are not in furtherance of the purpose or purposes of the Corporation: E. Conduct or carry on any activities not permitted to be conducted or carried.on by an organization exempt from taxation under Section SOl(c)(3)ofthe Internal Revenue Code and its regulations, or by an organization, contributions to which are deductible under Section CERTIFICATE OF FORMATION OF GENTLEMEN'S SOCIETY PROGRAM page I yy' 170(c)(2) of the Internal Revenue Code and regulations. F. Serve any private interest except if clearly incidental to the public benefit provided by the Corporation. G. Allow any of the Corporations net earning to inure to the benefit of the members, if any of the Corporation, or any private individual. H. Engage in more than an insubstantial degree in the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Corporation shall not directly or indirectly participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office, except as a llo-,,v.d by lliterl al lze-en-al Code and ;rs I's.Etmlatio s. 1. Make distributions at such time and in such mariner as to subject it to tax under Section 4942 of the Code. J. Engage in any act of self-dealing which would be subject to tax under Section 4941 of the Code. K. Retain any excess business holdings which would subject it to tax under Section 4943 of the Code. L. Make any investments which would subject it to tax under Section 4944 of the Code. M. Make any taxable expenditures which would subject it to tax under Section 4945 of the Code. Article IV- Registered Office and Registered Agent The initial registered agent is an individual resident of the state .N-hose name is Dewayne"r. Washington. The business address of the initial registered agent and the initial registered office i.s: 2314 -\VeN7born, 2VIiAgtor, TX 76018. Article V- Organizer The name and address of the organizer is: Name Address Stephani R. Johnson Carnahan Thomas, LLP, 1190 N. Carroll Ave., Southlake, TX 76092 CERTIFICATE OF FORMATION OF GENTLEMEN'S SOCIETY T'ROGRAM page 2 Article VI - Governing Authority :Management of the affairs of the Corporation is to be vested in its boaxd of directors. The number of initial directors shall be three (3). The number of directors shall be set by the bylaws of the Co:rporati.on as may be amended frorn time to time, provided that the number of directors inay never be less than three. The names and addresses of the persons who are to serve as directors until the.first annual meeting or until their successors are elected and qualified axe: Name Address 1. Dewayne T. Washington 2324 Weybom, Arlingi:on, TX 76018 2. JIanisha K. Washington 2324 Weyborn, Arliligton.,TX 76018 larnes Austin- h' 01 Scut ve.. .Fort ~Forth_ Texas 76 i N Article VII - OrgunizationaI Structure The Corporation. wall not have members. Article VIXI - Distribution of Assets Upon.Winding tJp After all liabilities and obligations of the Corporation in the process'of winding up are paid, yN satisfied and discharged, the property of the Corporation shall be applied and distributed in accordance with section 22.304, "-'eras Business Organizations Code. Article IX-Effective Date of Filing This certificate of formation becomes effective when the document.is filed by the secretary of state. Article X-Execution This document is signed subject to the penalties imposed by la-'v for the su.bnussion of a materially False or fraudulent instrument. Date: June 30, 2008 Steph i Johnson CERTIFICATE OF FOR1V1•. -ION OF GENTLEMEN'S SOCIETY PROGRAM page 3 J n s M IRS INPERNADEPARALL,NREVVEN E SERVEASURY CINCINNATI OH 45999-0023 Date of this notice: 07-11-2008 Employer Identification Number: 26-2957666 Form: SS-4 Number of this notice: CP 575 A GENTLEMGNS SOCIETY PROGRAM GENTLE MENS SOCIETY % DEWAYNE WASHINGTON For assistance you may call us at: 2324 WEYBORN DR 1-800-829-4933 ARLINGGTON, TX 76018 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (BIN) . We assigned you BIN 26-2957666. This EIN will identify you, your business accounts, tax returns, and documents,. even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your BIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. Based on the information received from you or your representative, you must file the following form(s) by the date(s) shown. Form 941 10/31/2008 Form 940 01/31/2009 If you have questions about the form(s) or the dine date(s) shown, you can call us at the phone number or write to us at the address shown at the top of this notice. If you need help in determining your annual accounting period (tax year), see Publication 538, Accounting Periods and Methods. We assigned you a tax classification based on information obtained from you or your representative. It is not a legal determination of your tax classification, and is not binding on the IRS. If you want a legal determination of your tax classification, you may request a private letter ruling from the IRS under the guidelines in Revenue Procedure 2004-1, 2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue) . Note: Certain tax classification elections can be requested by filing Form 8832, Entity Classification Election. See Form 8832 and its instructions for additional information. If you are required to deposit for employment taxes (Forms 941, 943, 940, 944, 945, CT-1, or 1042) , excise taxes (Form 720) , or income taxes (Form 1120), you will receive a Welcome Package shortly, which includes instructions for making your deposits electronically through the Electronic Federal Tax Payment System (EFTPS) . A Personal Identification Number (PIN) for EFTPS will also be sent to you under separate cover. Please activate the PIN once you receive it, even if you have requested the services of a tax professional or representative. For more information about EFTPS, refer to Publication 966, Electronic Choices to Pay A11 Your Federal Taxes and Publication 4248, EFT8S (Brochure). If you need to make a deposit before you receive your Welcome Package, please visit an IRS taxpayer assistance center to obtain a Federal Tax Deposit Coupon, Form 8109-B. To locate the taxpayer assistance center nearest you, visit the IRS Web site at http://www.irs.gov/localcontacts/index.html. Note: You will not be able to obtain Form Ff 8109-B by calling 1-800-829-TAXFOPMS (1-800-829-3676) . 69 .A ,Department of the Treasury Notice Date: Oct 22,2008 (internal Revenue Service Notice Number:CP 5100 . .. 1P.O. Box 2508 Cincinnati,OH 45201 Employer Identification Number: 26-295761 Tax Form: 1023 Document Locator Number: 17053-290-33800-8 f({iHIINiIII{Nllllllllllllll{IIl{illllil{IIIIIII For assistance,call: 1-817-829-5500 GENTLEMENS SOCIETY PROGRAM do DEWAYNE T WASHINGTON PO BOX 2498 KELLER,TX 76244-2498 Information about the Application Process We received your application for exemption from Federal income tax and your user fee payment. During the initial review process, applications for exemption are separated into three groups: 1. Those that can be processed immediately based on information submitted, 2. Those that need minor additional information to be resolved, and :u 3. Those that require additional development. If your application falls in the first group or second group, you will receive your determination letter stating that you are exempt from Federal income tax or a request for information via phone, fax, or letter. if your application falls within the third group, you will be contacted when your application has been assigned to an Exempt Organizations specialist for technical review. You can expect to be contacted within approximately 60 days from the date of this notice. IRS does not issue"tax exempt numbers"or"tax exempt certificates"for state or local sales or income taxes. If you need exemption from these taxes, contact your state or local tax offices. How to Get Additional Information General information about the application process and tax-exemption can be found by visiting our. website, www.irs.gov/eo. If you are unable to locate the information needed, you may call our toll free number shown above Monday through Friday. When communicating with us, please refer to the employer identification number and document locator number shown above. Sign up for Exempt Organizations' EO Update, a regular e-mail newsletter that highlights new information posted on the Charities pages of irs.gov. To subscribe, go to www.irs.gov/eo and click on "EO Newsletter." For general informafian,fax farms,and pubiicatiarts,visit www.irs.aav <TEGE,CP 8100(02/2007)> d TMENT S INTERNAL O RNAL REVE1M SERVICE CINCINNATI OR 45999-0023 Date of this notice: 07-12-2008 Employer Identification Number: 26-2957666 Farm: SS-4 Number of this notice: CP 575 A GENTLEMENS SOCIETY PROGRAM GENTLEMENS SOCIETY % D'EWAYNE WASHI14GTON For assistance you may call xis at: 2324 WEYBORN DR 1-800-829-4933 ARLIN'GTON, TX 76018 IF YOU WRITE, ATTACH THE STUB AT TIM END OF THIS NOTICE. ' WE ASSIGNED YOU AN EMPLOYER. IDENTIFICATION NUMBER. Thank you for applying for an Employer Identification Number (FIN). We assigned you BIN 26-2957666. This EIN will identify you, your business accounts, tax returns, and documents,. even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above, Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN, if the inforrmation is not correct as shown above, please make the correction using the attached tear off stub and return it to us. ky- Based on the information received from you or your representative, you must file the following form(s) by the date(s) shown. Form 941 10/31/2008 Form 940 01/31/2009 If you have questions about the forms) or the due date(s) shown, you can call us at the phone number or write to us at the address shown at the top of this notice. If you need help in determining your annual accounting period, (tax year) , see Publication 538, Accounting Periods and Methods. We assigned you a tax classification based on information obtained from you or your representative. it is not a legal determination of your. tax classification, and is not binding on the IRS. If you want a legal determination of your tax classification, you may request a private letter ruling from the IRS under the guidelines in Revenue Procedure 2004-1, 2004-1 I.R.B. 1 -(or superseding Revenue Procedure for the year at issue) . Note; Certain tax classification elections can be requested by filing Form 8832, Entity classification Election. See Form 8832 and its instructions for additional information. If you are required to deposit for employment taxes (Forms 941, 943, 940, 944, 945, CT-1, or 1042) , excise taxes (Form 720), or income taxes (Form 1120), you will receive a Welcome Package shortly, which includes instructions for making your deposits electronically through the Electronic Federal Tax Payment System (EFTPS) . A Personal Identification Number (PIN) for EFTPS will also be sent to you under separate cover. Please activate the PIN once you receive it, even if you have requested the services of a tax professional or representative. For more information about EFTPS, refer to Publication 966, Electronic choices to Pay All Your Federal Taxes and Publication 4248, EFTPS (Brochure). If you need to make a deposit before you receive your Welcome Package, please visit an IRS taxpayer assistance center .to Obtain a Federal Tax Deposit Coupon, Form 8109-S. To locate the taxpayer assistance center nearest you, visit the IRS Web site at http:i/www.irs.gov/localcontacts/index.html., Note: You will not be able to obtain Form 8109-B by calling 1-800-829-TAXPORMS (1-800-829-3676) _ x epartment of the Treasury Notice Date: Oct 22,2008 w0pr.0, ternal Revenue Service Notice Number:CP 5100 Box 2508 Cincinnati,OH 45201 Employer Identification Number: 26-29571 Tax Form: 1023 Document Locator Number: 17053-290-33800-8 lliillfllllAllllllfiillllllllllillllllllllllllflll For assistance,calk 1-817-829-5500 GENTLEMENS SOCIETY PROGRAM c/o DEWAYNE T WASHINGTON PO BOX 2498 KELLER,TX 76244-2498 Information about the Application Process We received your application for exemption from Federal income tax and your user fee payment. During the initial review process, applications for exemption are separated into three groups: 1. Those that can be processed immediately based on information submitted, 2. Those that need minor additional information to be resolved, and 3. Those that require additional development. 4 If your application falls in the first group or second group, you will receive your determination letter stating that you are exempt from Federal income tax or a request for information via phone, fax, or letter. If your application falls within the third group, you will be contacted when your application has beery assigned to an Exempt Organizations specialist for technical review. You can expect to be contacted within approximately 60 days from the date of this notice. IRS does not issue "tax exempt numbers"or"tax exempt certificates"for state or local sales or income taxes. if you need exemption from these taxes, contact your state or local tax offices. How to Get Additional Information General information about the application process and tax-exemption can be found by visiting our. website, www.irs.gov/eo. If you are unable to locate the information needed, you may tail our toll free number shown above Monday through Friday. When communicating with us, please refer to the employer identification number and document locator number shown above. Sign up for Exempt Organizations' E.O Update, a regular e-mail newsletter that highlights new information posted on the Charities pages of irs.gov.To subscribe, go to www.irs.gov/eo and click on "EO Newsletter." For general information,tax forms,and publications, visit wuvw.irs.crov <TEGE,CP 5100(02/2007)> TERMS AND CONDITIONS INSURANCE STATEMENT OF CONCURRENCE Gentlemen's Society agrees to provide and maintain during the program period of performance the following insurance coverage: Commercial General Liability(CGL) Limit$1,000,000 per occurrence $2,000,000 aggregate City of fort Worth named as Additional Insured Non-Profit Organization Liability May be called Directors &Officers Liability Limit$1,000,000 per claim and aggregate NOTE: This policy protects not only the directors&officers, but committee members, volunteers, and the organization itself for claims that do not involve bodily injury or property damage(these are covered under the CGL policy) COST INCURRED A sts directly or indirectly related to preparation of a response to the RF'P or any oral presentation re aired to supplement and/or clarify the RF'P which maybe required=by the City shall be the sole responsibility of and shall be borne by Gentlemen's Society. BACKGROUND SCREENING FOR PERSONS WORKING WITH CHILDREN Gentlemen's Society conducts background screenings for any volunteer or employee who will be working with children under the proposed program. Automatic disqualification of a potential worker or volunteer is appropriate when screening indicates that the individual, as an adult, perpetrated any crime involving a child and/or a dependent adult, regardless of how long ago the incident occurred, and/or any violent crime within the past 1C1 years. Gentlemen's Society will be responsible for conducting background screening and for maintaining appropriate records, which will be subject to review by the Police Department. i S �iaiuX :4 Gentlemen's Society Budget Detail Worksheet -_ Position _ I_ ilegc rip I tip ri Y — — � % on Projccl Total Executive Director/Life $100/hr x 40hrs of class time- $4,000 Consultant $100/hr x 20hrs of education enrichment $6,000.00 functions- S2,000 Director of O eratioiis $30/hr x 33.33hrs of[mr-I i $1,000.00 Sub-Total $7,000.00 13: 1+'i'uige Beilefi(s. Position Le rivn Total Sub-Total $0.00 Purpose of Travel Location Item Computation Cost Travel to Educational Tarrant County 20x$15 per student x 10 $3,000 enrichment functions EEFs Sub-Total $3,000.00 Unit Price/ Item Description Number Total Sub-Total- $0.00 Item Description Unit Price/Number Total Cross-Over Blazers Blazers given to participants at $150.00 x 20 participants $3,000.00 graduation Cross Over Ceremony Printing, catering, decorations, Printing'$350, catering Event Supplies audio/visual recital $350,.decorations $150, $1,000.00 A/V rental $150 Sub-Total 1 $4,000.00 1 of2 R. Cons_tiltantsand Coll tractorSei�ice� Unit Price/ I_t_em _ Description Number Total Monitors and conducts research to ensure quality External Evaluator delivery of services and impact of program to $5,000.00 paxticipaws. Sub-Total $5,00U0 J. e?Y,F<x Unit Price/ Item Description Number Total Ongoing training for Life In-person, hands on training for Life $1,000 for 8 hr Consultant Consultant program $1,000 trainer costs Sub-Total $1,000.00 Budget Category Amount A. Personnel $7,000.00 B. Fringe $0.00 C. Travel $3,000.00 D. Equipment $0.00 E. Supplies $4,000.00 F. Consultants and Contractor Services $5,000.00 G. Other Costs $1,000.00 TOTAL PROJECT COSTS $20,000 2of2 Exhibit C Monthly Request for Reimbursement (RFR) FY 2010 Community-Based Programs Program Period 1011/09 to 08/31/10 Submit to: Fort Worth Police Department Submitting Agency: Gentlemen's Society Sasha Kane Agency Contact Name: Dacia Coffey 350 West Belknap Street Phone Number: 888-442.9364 2nd Floor Email: Fort Worth,TX 76102 Invoice Number: Period covered by this request: to mm/dd/yy mm/dd/yy A B C D E Total of Previous (B+C) (A-D) Reimbursements This Total Balance Budfjet Caleg o ry BgdrjetArrkL?LlIII Requested Request Avallahle 1 Personnel $ - $ 2 Fringe - 3 Travel 4 Equipment 5 Supplies $ - S 6 Construction 7 Consultants/Contracts - 8 Other-Direct Cost 9 Indirect Costs Total Programmatic Costs Please Attach: 1. Attach copies of invoices and the receipts on all expenditures 2. For Personnel Cost, include copies of signed times sheets 3. Attach a copy of Monthly Performance Report Summary: Total Budget: $ 20,000.00 Previous Requests: $ - I have reviewed this request and certify that the listed This Request: $ - expenses are accurate and are chargeable to the Total Spent: $ - CCPD Community Based Program approved budget. Balance left in grant: $ 20,000.00 Grantee Authorized Official Date Title Exhibit D FY 2010 Community-Bused Programs Performance Narrative Program Period 10/01/09 to 08/31/10 Submit to: Fort Worth Police Department Submitting Agency: Gentlemen's Society Sasha Kane Agency Contact Name:Oacia Coffey 350 West Belknap Street email: 2nd Floor Phone Number: 888-442-9364 Fort Worth,TX 76102 Performance Measures Period covered: to Number of participants attending Conflict Management I,II and III and attending Small Claims Court EEF(unduplicated) Number of participants attending Behavior Modification I,II and III and attending Youth Prison EEF(unduplicated) Number of participants attending How to Treat a Lady I and II and attending Take Your Mom to Dinner EEF(unduplicated) Number of participants attending Taking Care of Business I,II,III, and IV(unduplicated) Number of participants attending Fatherhood I and II and attend Neo-Natal Unit Hospital visists (unduplicated) Please include a narrative of events and accomplishment that occurred during the reporting month. City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 10/20/2009 DATE: Tuesday, October 20, 2009 REFERENCE NO.: **C-23861 LOG NAME: 35FYIOSOCIETY SUBJECT: Authorize a Contract with the Gentlemen's Society for the Fiscal Year 2010 Community—Based Funding from the Crime Control and Prevention District Fund in the Amount of$20,000.00 to Operate a Youth Violent Crimes Prevention Program RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a Contract with the Gentlemen's Society for the Fiscal Year 2010 community—based funding from the Crime Control and Prevention District Fund in the amount of$20,000.00 to operate a youth violent crimes prevention program. DISCUSSION: The Crime Control and Prevention District(CCPD) Board included funds totaling$200,000.00 in its Fiscal Year 2010 budget for community—based crime prevention programs. Funding requests for community programs were solicited through a Request for Proposal (RFP) issued in March 2009. Twenty—two requests for funding were received totaling more than$],100,000.00. A panel made up of CCPD Board Members,City staff and community representatives was assembled to review the proposals to ensure that minimum qualifications were met and that the proposed projects met one or more of the goals of the CCPD. The CCPD Board reviewed the panel's recommendations at its August 13, 2009, meeting. The CCPD Board subsequently endorsed the recommendation to fund six of the crime prevention programs including the Gentlemen's Society.The term of the contract is October 1, 2009,through September 30,2010. The Youth Violence Prevention Program is designed to help address youth violence and behavioral problems that can potentially lead to crimes in the future.The program's goal is to provide youth with an alternative way of thinking about,reacting to and altogether voicing conflict that can lead them down a dangerous path. The Gentlemen's Society strives to counter the negative circle of influence of drug abuse, gang involvement, teenage promiscuity,vandalism and violence with a fraternal structure based on character strength and value—based view points reinforced through the program and friendships that are fostered through the program. This program is designed to serve 20 youths ages 12 to 18 years of age. FISCAL INFORMATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated,of the Crime Control and Prevention District Fund. FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers GR79 539120 0359504 $20,000.00 CERTIFICATIONS: Submitted for City Manager's Office by: Tom Higgins (6192) Originating Department Head: Jeffrey Halstead (4231) Additional Information Contact: Sasha Kane (4243) ATTACHMENTS 1. RE GR79.msg