afpc4_2010
TRANSCRIPT
csc.
CORPORATION SERVICE COMPANY CSC - WilmingtonSuite 4002711 Centerville RoadWilmington DE 19808800-927-9800302-636-5454
To: DEPT. OF LAW OFFICE OF ATTY GENERAL, CHARITIES BUREAU
From: Cathy C. Kelleher
Date: August 11, 2011
Order4*: 875692-005
Re: AMERICANS FOR PROSPERITY
Enclosed please find:XX Charitable Registration
XX RenewalXX Check in the amount of $50.00.XX Other:
XX Articles of IncorporationXX BylawsXX IRS Determination LetterXX List of Board Members/TrusteesXX IRS form 990XX State Filing Responsibility ListXX Audited Financial StatementXX State by State Registry
Please take the following action:XX File with the state of NEW YORK on an expedited basis.XX Issue Proof of Filing.XX Please email confirmation to: [email protected]
SPECIAL INSTRUCTIONS:Please return all evidence of this filing to the above
referenced address. Thank you for your assistance in this matter.If there are any problems or questions with this filing, please callour office.
Initial filingFinal filing
Number and street (or P.O. box it mail not delivered to street address) Room/suite 1. Telephone number
2111 Wilson Blvd. 350 703 224-3200Amended filingNY registration pending City or town, state or country and zip + 4 g. Email
Arlington, VA 22201 1 [email protected]
Name changee. NY State registration no.
20-86-70
D_^lAnnual Filing for Charitable Organizations
Form C HAR500 New York State Department of Law (Office of the Attorney General)Charities Bureau - Registration Section
120 BroadwayNew York, NY 10271
010 nd C AR 006) http://www.charitiesnys.com
1. General Information
a. For the fiscal year beginning (mnfddl) 01/01 I 2 0 1 0 and ending (mmlddI) 12/31/2010
b. Check if applicable for NYS: 1c. Name of organization
Americans for Prosperity
00El00
2 010
d. Fed, employer ID no. (E1N) (#11 Ififfllfliffil)75-3148958
2. Certification - Two Signatures Required
We certify under penalties of perjury that we reviewed this recorrect and complete in accordance with th e Stat
a. President orAuthorized Officer
b. Chief Financial Officer or Treas.
all attachments, and to the best of our knowledge and belief, they are true,3,plicable to this report. 1 J
Tim Phillips, President I
'rinted Name Title ate
John Flynn,Printed Name
3. Annual Report Exemption Information
a. Article 7-A annual report exemption (Article 7-A registrants and dual registrants)Check
El if total contributions from NY State (including residents, foundations, corporations, government agencies, etc.) did not exceed$25,000 and the organization did not engage a professional fund raiser (P FR) or fund raising counsel (FRC).to solicitcontributions during this fiscal year.
NOTE: An organization may claim this exemption if no PFR or FRC was used and either: 1) it received an allocation from a federated fund,United Way or incorporated community appeal and contributions from other sources did not exceed $25,000 or 2) it received all orsubstantially all of its contributions from one government agency to which it submitted an annual report similar to that required by Article 7-A.
b. EPTL annual report exemption (EPTL registrants and dual registrants)Check ' if gross receipts did not exceed $25,000 and assets (market value) did not exceed $25,000 at any time during this fiscal year.
For EPTL or Article-7A registrants claiming the annual report exemption under the one law under which they are registered and for dual registrants claiming the annual reportexemptions under both laws, simply complete part I (General information), part 2 (Certification) and part 3 (Annual Report Exemption Information) above.
Do not submit a fee, do not complete the following schedules and do not submit any attachments to this form.
4. Article 7-A Schedules
If you did not check the Article 7-A annual report exemption above, complete the following for this fiscal year:a. Did the organization use a professional fund raiser, fund raising counsel or commercial co-venturer for fund raising activity in NY State? . . Yes" 0 No
* If "Yes", complete Schedule 4a.b. Did the organization receive government contributions (grants)? .......................................................... 0 Yes" X No
* If "Yes", complete Schedule 4b.
5. Fee Submitted: See last page for summary of fee requirements.
Indicate the filing fee(s) you are submitting along with this form:a. Article 7-A filing fee ................................................ $b. EPTL filing fee .................................................... $c. Total fee ........................................................ $
Submit only one check or money order for thetotal fee, payable to "NYS Department of Law"
6. Attachments - For organizations that are not claiming annual report exemptions under both laws, see last page for required attachments -,4-
1 CHAR500 - 2010
Schedule 4a: Professional Fund Raisers (PFR), Fund Raising Counsels (FRC), Commercial Co-Venturers (CCV)
If you checked the box in question 4.a. on page 1, complete the following schedule for each PER, FRC or CCV that the organization engaged forfund raising activity in NY State:
1. Type of fund raising professional (FRP):Professional fund raiser .......................................................................................... DFund raising counsel ............................................................................................
Commercial co-venturer .......................................................................................... 02. Name ofFRP:
Number and street (or P.O. box if mail is not delivered to street address):
'1°! /U&r*i )Q9'U5L( k)StOi ) tr1tJ# Z-V3 (L/
City or town, state or country and zip + 4:
3. FRP telephone number:
4. Services provided by FRP (provide description):
VV"C-S
5. Compensation arrangement with FRP (provide description):
eo.t tj.e e &r 0-68 'S
6. Dates of contract ............................. ................... OZ.j1YIo through
(mm(tzIdd/yyyy) I (mm/dd/yyyy)
7. Amount paid to FRP .........................................................................$ Ob
8. If services were provided by a CCV, did the CCV provide the charitable organization with the interim report(s) required by § 173-a. 3 of theExecutive Law?
CHAR500 - 2010
Schedule 4b: Government Contributions (Grants)
If you checked the box in question 4.b. on page 1, complete the following schedule for each government contribution (grant). Use additional copiesof this page if necessary to list each government contribution (grant) separately.
Government Agency Name Grant Amount
nla $
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Total Government Contributions (Grants) $
CHAR500 -20
ri
Americans for Prosperity2111 Wilson Blvd., Suite 350
Arlington, VA 22201
Purpose: To educate and mobilize citizensinterested in understanding and helping to solveAmerica's most pressing problems.
!I•Ii'i liii NILI I1 i1 ,;iJ IIIiiJ1 11112111 Wilson Boulevard, Suite 350 . Arlington, VA 22201 • 703.224.3200. Fax: 703.224.3201
BOARD OF DIRECTORS
Art PopeChairmanAmericans for ProsperitySuite 3502111 Wilson Blvd.Arlington, VA 22201(703) 224-3200
Frayda LevyDirectorAmericans for ProsperitySuite 3502111 Wilson Blvd.Arlington, VA 22201(703) 224-3200
Jim MillerDirectorAmericans for ProsperitySuite 3502111 Wilson Blvd.Arlington, VA 22201(703) 224-3200
James StephensonDirectorAmericans for ProsperitySuite 3502111 Wilson Blvd.Arlington, VA 22201(703) 224-3200
OFFICERS
Tim PhillipsPresidentAmericans for ProsperitySuite 3502111 Wilson Blvd.Arlington, VA 22201(703) 224-3200
John FlynnSecretary/TreasurerAmericans for ProsperitySuite 3502111 Wilson Blvd.Arlington, VA 22201(703) 224-3200
ALTERNATE ADDRESS FOR ALL:807 Brazos Street, # 210Austin, TX 78701-9996(512) 476-5905
www.americansforprosperity.org
Responsibility
Americans for Prosperity
Individual responsible for custody of funds:Steve Corder, Chief Financial OfficerAmericans for Prosperity2111 Wilson Blvd., Suite 350Arlington, VA 22201
Individual responsible for fundraising:Tim Phillips, PresidentJ.P. DeGance, Vice President, External AffairsAmericans for Prosperity2111 Wilson Blvd., Suite 350Arlington, VA 22201
Individual authorized to sign checks:John Flynn, Secretary/TreasurerSteve Corder, Chief Financial Officer
Individual responsible for distribution of funds:Steve Corder, Chief Financial OfficerAmericans for Prosperity2111 Wilson Blvd., Suite 350Arlington, VA 22201
Individual responsible for custody of financial records:Steve. Corder, Chief Financial OfficerAmericans for Prosperity2111 Wilson Blvd., Suite 350Arlington, VA 22201
Bank in which funds are deposited:Chain Bridge Bank, N.A., McLean, VirginiaAccount #2100104906(703) 748-2005
-li'ill II N1iIi I1 II J 11111 III tI'
NATIONAL OFFICE2111 Wilson Blvd.Suite 350Arlington, VA 22201Office: (703) 224-3200Fax: (703) 224-3201Toll Free: (866) 730-0150
STATE OPERATIONS:
ARIZONATom JenneyOne East Camelback RoadSuite 550Phoenix, AZ 85012Office: (602) 478-0146iennev(afphg.org
ARKANSASTeresa Oelke1800 S. 52nd St., Ste. 300Rogers, AR 72758Office: (479) 531-9778toe&[email protected]@afphg.org
CALIFORNIADavid Spady2073 Santo DomingoCamarillo, CA 93012Cell: (805) 427-4424Office: (805) [email protected]
COLORADOJeff CrankP0 Box 88003Colorado Springs, CO80908Office: (719) 494-0797Fax: (719) [email protected]
FLORIDASlade O;BrienP.O. Box 185Tallahassee, FL [email protected]
GEORGIAVirginia Galloway44 Darby's Crossing DriveSuite 102-GHiram, GA 30141Office: (770) [email protected]
ILLINOISJoe Calomino118 N. Clinton StreetSuite 140Chicago, IL 60661Office: (312) 768-2373Fax: (312) [email protected]
KANSASDerrick Sontag2348 SW TopekaSuite 201Topeka, KS 66611Office: (785) 354-4237Fax: (785) 354-4239dsontag(afhg.org
Wichita Office151 Whittier StreetWichita, KS 67207Office: (316) 681-4415dsontag(afphg.org
MA1ECarol [email protected]
MARYLANDCharles LollarOffice: (443) 994-9395inf6Iv1Dafp1g.org
MICHIGANScott Hagerstrom222 W GeneseeLansing, Ml 48933Office: (517) 410-8359Fax: (517) [email protected]
MISSOURIPatrick WernerOffice: (314) [email protected]
MONTANAScott Sales5200 Bostwick RoadBozeman, I\'IT 59715Office: (406) 579-7994ssa1es(aihg.org
NEBRASKAMike [email protected]
IV M*141 V 6741Adam Stryker231 W. Charleston Blvd.#130Las Vegas, NV 89102Office: (702) [email protected]
NEW HAMPSHIRECorey LewandowskiCell: (202) [email protected]
NEW JERSEYSteve Lonegan24 River Road #205Bogota, NJ 07603Office: (201) 487- 8844Fax: (201) 487- [email protected]
NORTH CAROLINADallas Woodhouse200 West Morgan StreetSuite 100Raleigh, NC 27601Office: (919) 839-1011Fax: (919) [email protected]
OmORebecca HeimlichOffice: (513) [email protected]
OKLAHOMAStuart Jolly1050 East 2nd Street #106Edmond, OK 73034Office: (405) [email protected]
OREGONKarla Kay EdwardsP.O. Box 116Williamina, OR 97396Office: 503-537-8108infoOR@`fphq.org
PENNSYLVANIASam Rohrer4020 Main StreetBox 190Elverson, PA [email protected]
TENNESSEEBrad Stevens1605 Silver Oak LaneLenoir City, TN 37772(865) 288-0988bstevensnav,afphq.org
TEXASPeggy Venable807 Brazos Street, #210Austin, TX 78701-9996Office: (512) 476-5905Fax: (512) [email protected]
VIRGINIATrixie AverillP.O. Box 278Vinton, VA 24179-0278Office: (804) [email protected]
WASHINGTON.Nansen MilanP.O. Box 117Seaview, WA 98644Phone: (360) [email protected]
WISCONSINMatt Seaholm1126 South 70th StreetSuite S219AMilwaukee, WI 53214Office: (414) [email protected] ,
DEPARTMENT OF THE TREASURY
Employer Identification Number:75-3148958
DLN:17053232033004
Contact Person:EVELY9 0 GRIFFITHS ID4 31432
Contact Telephone Number:(877) 829-5500
Accounting Period Ending:DECEMBER 31.
Form 990 Required:YES
Effective Date of Exemption:MARCH 10, 2004
Contribution Deductibility:NO
INTERNAL REVENUE SERVICEP. 0. BOX 2508CINCINNATI, OH 45201
Date: OCT 15 2004
AMERICANS FOR PROSPERITY1726 M ST NW 10TH FLRWASHINGTON DC 20036-4527
Dear Applicant:
We are pleased to inform you that upon review of your application for tax-exempt status we have determined that you are exempt from Federal income taxunder section 501(c) (4) of the Internal Revenue Code. Because this lettercould help resolve any questions regarding your exempt status, you should keepit in your permanent records.
Please see enclosed Information for Organizations Exempt Under Sections OtherThan 501(c) (3) for some helpful information about your responsibilities as anexempt organization. -
Sincerely,
Lois G. ifernerD3.rectør,Exempt OrganizationsRulings and Agreements
Enclosure: Information for Organizations Exempt Under Sections OtherThan 501(c) (3)
LI
Letter 948 (DO/CG)
R-RegisteredlRegisteringB-Exempt
Americans for Prosperity
STATE AGENCY
STATUS REG. #
AK Alaska Dept. of LawAttorney General's Office1031 W4thSt.Suite 200Anchorage, AK 9950 1-1994
AL Office of the Attorney GeneralConsumer Affairs Section500 Dexter AvenueMontgomery, AL 36104
AR Attorney General of ArkansasConsumer Protection Division323 Center St., Suite 200Little Rock, AR 77201
AZ Secretary of StateOffice of Charitable Organizations1700 W. Washington s•, 7' FloorPhoenix, AZ 85007-2808
CA Office of the Attorney GeneralRegistry of Charitable Trusts13 00 1 Street, 11th FloorSacramento, CA 95814
CO Secretary of StateLicensing Section1700 Broadway, Suite 300Denver, CO 80290
CT Office of the Attorney GeneralPublic Charities Unit55 Elm StreetHartford, CT 06106-1746
DC Dept. of Consumer & Regulatory Affairs941 North Capital St., NE7th FloorWashington, DC 20002
ILI
R ALO5-130
R
R 24850
R CT-136202
R 20053008344
R 12523
R 68006322
FL Dept. of Agriculture & Consumer ServicesConsumer Affairs2005 Apalacheè ParkwayTallahassee, FL 32399-6500
GA Secretary of StateDivision of Securities & Business Regulation237 Coliseum DriveMacon, GA 31217-3858
HI State of HawaiiDepartment of the Attorney General425 Queen StreetHonolulu, HI 96813
IA Dept. of JusticeConsumer Protection DivisionHoover BuildingDes Moines, IA 50319
1D Office of the Attorney GeneralConsumer Protection UnitLen B. Jordan BuildingBoise, ID 83729-0010
IL Office of the Attorney GeneralCharitable Trust & Solicitation Bureau100 W Randolph Street, 11th FloorChicago, IL 60601-3175
KS Secretary of StateCorporation DivisionMemorial Hall, 1st Floor120 SW 10th Ave.Topeka, KS 66612-1594
KY Office of the Attorney GeneralConsumer Protection Division1024 Capital Center Dr.Frankfort, KY 40602
LA LA Dept of Justice.Office of the Attorney GeneralConsumer Protection Division1885 North 3rd StreetBaton Rouge, LA 70802
MA Dept. of the Attorney GeneralDivision of Public CharitiesOne Ashburton PlaceBoston, MA 02108
R CH 19590
R . CH 06012
R
R CO 01047162
R 370-756-9
R
R
R 044042
MD State of MarylandCharitable Organization DivisionState HouseAnnapolis, MD 21401
ME State of MaineDept. of Professional & FinancialRegistrationCharitable Solicitations35 State House StationAugusta, ME 04333
MT Attorney General of MichiganCharitable Trust Section525 W. Ottawa6th Floor, Williams BuildingLansing, MI 48933
MN Office of the Attorney GeneralCharities DivisionNCL Tower445 Minnesota Street, Suite 1200St. Paul, MN 55101-2130
MO Office of the Attorney GeneralSupreme Court Building207 W High StreetJefferson City, MO 65102-0899
MS Secretary of State, Regulation & EnforcementCharity Registration700 North StreetJackson, MS 39202
NC Secretary of StateCharitable Solicitation Division2 South Salisbury StreetSuite 5018Raleigh, NC 27601
ND Secretary of State600 East Blvd.Bismarck, ND 58505-0500
NE Secretary of StateSuite 2300Capital BuildingLincoln, NE 685094608
R 157114
R CO 4941
R MICS 30653
R
R
R 100007785
R SL 003181
R 22383000
NH Dept. of Justice R 15860Charitable Trust Dept.33 Capital. StreetConcord, NH 033016397
ri
NJ Division of Consumer AffairsCharitable Registration124 Halsey Street, 7th FloorNewark, NJ 07101
NM Office of the Attorney GeneralRegistry of Charitable Organizations111 Lomas Blvd NWSuite 300Albuquerque, NM 87102
NV Office of the Attorney General100 N. Carson StreetCarson City, NV 89701
NY Office of the Attorney GeneralCharities Bureau120 BroadwayNY, NY 10271
OH Office of the Attorney GeneralCharitable Foundation Section.150 E. Gay Street, 23rd FloorColumbus, OH 43215-3130
OK Secretary of StateCharities Division2300 N. Lincoln Blvd.Room 101Oklahoma City, OK 73105-4897
OR State of OregonDept. of JusticeCharities Activities Section1515 SW 5th Ave., Suite 410Portland, OR 97201-5451
PA Dept. of StateBureau of Charitable Organizations207 North Office BuildingHarrisburg, PA 17105
RI Dept. of Business RegulationsSecurities DivisionCharitable Organization Section1511 Pontiac Ave.John 0. Pastore Complex, Bldg 69-1Cranston, RI 02920
SC Secretary of StatePublic Charities Section1205 Pendleton StreetSuite 525Columbia, SC 29201
R CH2583800
R
R 20-86-70
R 05-4939
R 4312062457
R 34074
R 31196
R 97-02379
R P12232
SD Office of the Attorney GeneralDivision of Consumer Protection500 East CapitolPierre, SD 57501-5070
TN Secretary of State R 6855Charitable SolicitationWilliam R. Snodgrass Tower, 8th Floor312 Rosa L. Parks AvenueNashville, TN 37243
UT Dept. of Commerce R 5822517-CHARDivision of Consumer Protection160 East 300 SouthSalt Lake City, UT 84114-6704
VA Office of Consumer Affairs RDept. of Agriculture & Consumer Services102 Governor Street, Lower LevelRichmond, VA 23219
VT Office of the Attorney General109 State StreetMontpelier, VT 05609
WA Office of the Secretary of State R 21374Charitable Solicitations & Trusts801 Capitol Way SouthOlympia, WA 98504
WI Dept. of Regulations & Licensing R 8851Charitable Organizations1400 E. Washington Ave.Madison, WI 53703-3041
WV Secretary of State R1900 Kanawha Blvd. EastState Capitol Bldg 1, Suite 157-KCharleston, WV 25305-0770
WY Secretary of StateState Capital Building200 W 24th StreetCheyenne, WY 82002-0020
GOVERNMENT OF THE DISTRICT OF COLUMBIADEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS
CERTIFICATE
THIS IS TO CERTIFY that all applicable provisions of the District of ColumbiaNonProfit Corporation Act have been complied with and accordingly, thisCERTIFICATE OF INCORPORATION is hereby issued to:
AMERICANS FOR PROSPERITY
IN WITNESS 'WHEREOF I have hereunto set my hand and caused the seal of thisoffice to be affixed as of the 10th day of March ,2004.
0
Anthony A. WilliamsMayor
David ClarkDIRECTOR
John T. DrannAdministratorBusiness and Pr sio ...LiBusiness Administration
Patricia E. GraysSuperintendent of CorporationsCorporations Division
ARTICLES OF INCORPORATIONOF
AMERICANS FOR PROSPERITY
TO: Department of 'Consumer and Regulatory AffairsBusiness Regulation AdministrationCorporate DivisionWashington, D.C.
THE U ::Iib,.. alt whQ. are natural persons of the age of eighteen years ormore, acting as mcorporator of oradon pursuant to the District of Columbia NonprofitCorporation Act
ARTICLE INAME
The name of the corporation is "Americans for Prosperity" (the "Corporatioif').
ARTICLE IIDURATION
The period of duration of the Corporation is perpetual.
ARTICLE IIICORPORATE PURPOSES
Section 1. The Corporation is .orgañd shall Ile,: opepromotion of social welfare by promoting the common gOo4 and gal welfare of the people of'the United States within the meaning of Sections 5O1(c)(4) of the Internal Ievenue Code of1986, as amended or any corresponding section of any future Umted States internal revenn law(the "Code") Such purposes include, but are not muted to, eduatmg and. mobilizrng citizensinterested in understanding and helping to solve America's most pressing policy problems. Theorganization plans to focus on fiscal and regulatory policy at both the state and Federal level.
Section 2. To further the Corporation's objectives and purposes, the Corporationshall have and shall exercise all of the powers conferred by the laws of the District of Columbia,not outside the scope of these Afticles.
ARTICLE IVMEMBERSHIP
The Corporation shall have no members.
ARTICLE VBOARD OF DIRECTORS
Except as otherwise provided by law, or in the Bylaws of the Corporation, the businessand internal affairs and policies of the Corporation shall be managed, and all of the powers of theCorporation shall be exercised by, the Board of Directors of the Corporation.The Board of Directors shall consist of at least three individuals, who shall be elected orappointed asprovided in the Bylaws of the Corporation. The initial Board of Directors shall beconstituted of three directors. The names and addresses of the persons who are appointed toserve as the initial directors of the Corporation until the first annual meeting or until theirsuccessors are elected and qualify, are as follows:
NAMEWayne Gable
James Arthur Pope
James C. Miller
ADDRESS118 Wolfe StreetAlexandria, VA 22314
3401 Gresham Lake RoadRaleigh, NC 27619
903 Turkey Run RoadMcLean, VA 22101
ARTICLE VINO PRIVATE INUREMENT
Section 1. No part of the net earnings of the Corporation shall inure to the benefit of,or be distributable to its directors, trustees, officers, or other private persons or organizationsorganized and operating for profit, except that the Corporation shall be authorized andempowered to pay reasonable compensation for services rendered and to make payments anddistributions in furtherance of the purposes set forth in Article III hereof.
Section 2. Notwithstanding any other provisions of these Articles, the Corporationshall not directly or indirectly carry on any activities not permitted to be carried on by anorganization exempt from federal income taxation under Code § 501(a) by reason of descriptionin Code § 501(c)(4).
ARTICLE VIIDISSOLUTION
Upon dissolution or final liquidation of the Corporation, the Board of Directors shall, afterpaying or making provisions for the payment of all of the liabilities and obligations of theCorporation, distribute all of the assets and property of the Corporation to Americans forProsperity Foundation, provided that such corporation still exists as an organization exempt fromfederal income taxation under Code § 501(a) by reason of description in Code § 501(c)(3) or501(c)(4) at such time, and if not, to one or more nonprofit organizations having similar aims andobjects as the Corporation, and which may be selected by the Board of Directors as anappropriate recipient of such assets, as long as such organization or organizations shall at thetime qualify as (i) an organization exempt from federal income taxation under Code § 501(a) by
2
reason of description in Code §§ 501(c)(3) or 501(c)(4), or (ii) a governmental unit under Code §170(c)(1).
In no event shall any of such assets or property be distributed to any director, officer, orany private individual.
ARTICLE VIIIINDEMNIFICATION
To the fullest extent permitted by the laws of the District of Columbia, as now in effect oras may hereafter be amended, no director of the Corporation shall be personally liable to theCorporation for monetary damages for any breach of fiduciary duty as a director; provided,however, such relief from liability shall not apply in any instance where such relief isinconsistent with any provision of the Code applicable to corporations described in Code §501(o)(4). Any amendment to or repeal of this Article shall not adversely affect any right orprotection of a director for any acts or omissions of such director occurring prior to suchamendment or repeal
ARTICLE 1XREGISTERED OFFICE AND REGISTERED AGENT
The address of the initial registered office of the Corporation is 1015 15th StreetN.W., Washington, D.C. 20005, and the name of the registered agent of the Corporation at suchaddress is CT Corporation System.
ARTICLE XINCORPORATORS
The names and addresses of the Incorporators are as follows:NAME ADDRESSGrant Lightle 700 W. 47 th Street, Suite 1000
Kansas City, MO 64112
William Quick 700 W. 47 th Street, Suite 1000Kansas City, MO 64112
John Lanigan 700 W. 47" Street, Suite 1000Kansas City, MO 64112
• ARTICLE XIAMENDMENTS
These Articles of Incorporation may amended by the Board of Directors of theCorporation in accordance with the Act, provided that so long as Americans for ProsperityFoundation, a Delaware nonprofit corporation (the "Foundation"), is in existence, these Articlesof Incorporation may not be altered, amended or repealed without the consent of the board ofdirectors of the Foundation.
1
S.
IN WI1ESS WHEREOF, the undersigned subscribe these Articles of Incorporation thisday of 2004.
I:COORTQ1$
J - ^--Jti..Taine': Grant Lightie
Name: William QWck
NatI *,
4:
4.
STATE OF . I
couNiy
, 'cfact4 41E^tL day oJflA 1rA 2OO4 personw being by ne first duly .sworn deela]document a Incoqorator,and that the statet
y Public, do hereby certify that on this1. before me, (çvc L kH(s the pr a ho si ned the fokgoingontained true
...
MyCommi Expfr AugUtit 2005
1046997.7
STATE OF 4 tfl,L )
COMM Ot )& )
I, ZZY UE4, a Notary Public, do hereby certify that on this5 day 2004, personally appeared before me,
who being by me first duly sworn, declared that he s person who signe the foregoingdocument as Incorporator, and that the statements ther &u cQntal ed are e
Notary. Commission Expires:
Cotanoa.J..Baher.
Jacceon cowit
.• Co 8n
1046997.7
1.
STATE OF tk1t.)IN )• •ss;..
COUNTY OTV )
J. Notary Public, do here1y certir that on tb'sday cAe 2004, pers6nl1y appeared before me,
who being by me first duly sworn, declared that he the person o signed the mforegogdocument as Incorporator, and that the statements th ned are
My Commission Expires:
Constance J. F!herNotr?1Jc-Rotar/ Seat
Jacon coantyMy Commission ExpiraAugut21, 2005
0
1046997.7
/
BYLAWS
OF
AMERICANS FOR PROSPERITY
a District of Columbia Nonprofit Corporation
to
IO7248. 10
TABLE OF CONTENTS
APZICLE I:Pui•poses anciLi iatIona.. ........._...;.....
ARTICLE III Board of Directors ...................................................................................................... 2Section 3.1 General Powers............................................................................................2Section3.2 Number ........................................................................................................ 2Section 3.3 Election and Term of Office ......................................................................... 2Section3.4 Vacancies .....................................................................................................2Section 3.5 Annual and Regular Meetings..................................................................... 3Section 3.6 Special Meeting ..........................................................................................3Section 3.7 Notice-, Waiver of Notice ....... ....................................................................... 3Section 3.8 Quorum and Voting......................................................................................3Section3.9 Manner of Acting.........................................................................................4Section 3.10 Attendance by Tele phone Conference or Similar Communications
Equipment.................................................................................................... 4Section 3.11 Action by Unanimous Consent .................................................................... 4Section3.12 Removal.......................................................................................................4Section3.13 Compensation..............................................................................................4
ARTICLE IV Committees of the Board of Directors......................................................................4Section 4.1 Committees Generally. ................................................................................. 4Section4.2 Absence ........................................................................................................ 4Section4.3 Recordkeeping .................................................................... .. ....................... 5Section 4.4 Meetings by Conference Telephone or Similar Communications
Equipment.................................................................................................... 5Section 4.5 Term of Office.............................................................................................. 5Section4.6 Cháfrmnan..................................................................................................... 5Section4.7 Vacancies .....................................................................................................Section4.8 Quorum .......................................................................................................... 5Section4.9 Rules............................................................................................................ 5
ARTICLEV Officers ....................................................................................................................... 5Section 5.1Section 5.2Section 5.3Section 5.4Section 5.5Section 5.6Section 5.7Section 5.8Section 5.9
ElectedOfficers ........................................................................................... 5AppointedOfficers ....................................................................................... 5Duties of Chairman of the Board.................................................................6Duties......................................................................................6Duties of Vice President...............................................................................6Duties of Secretary .......................... . ............................................................ 6Duties of Treasurer ....................................................................................... 6
signationand Removal ............................................................................ 7VaQancies.....................................................................................................7
1072489.10
Section 5.10 Compensation .7
ARTICLE VI General Provisions....................................................................................................7Section6.1 Contracts......................................................................................................7Section6.2 Loans............................................................................................................7Section 6.3 Checks, Drafts, etc . ...................................................................................... 7Section6.4 Deposits. ....................................................................................................... 7Section 6.5 Custodians....................................................................................................8Section 6.6 Agents and Attorneys ................................................................................... 8Section6.7 Fiscal Year ................................... . ...................................... . ......................... 8Section6.8 Interpretation ................................................................................................ 8Section 6.9 Electronic Communications and Signatures................................................8
ARTICLE VII Indemnification of Officers and Directors ..............................................................9
ARTICLE Vifi Property Devoted to Corporate Purposes...............................................................9
ARTICLE IX Code of Ethics ............................................................................................................ 9
ARTICLEX Amendments..............................................................................................................9
1072489.10
ARTICLE IPurposes and Limitations
The Corporation is organized and will be operated exclusively for the promotion of socialwelfare by promoting the common good and general welfare of the people of the United Stateswithin the meaning ofSections 501(c)(4) of the Internal Revenue Code of 1986, as amended orthe corresponding section of any future United States internal revenue law (the "Code"). TheCorporation's purposes and mission will include, but not be limited to, educating and mobilizingcitizens interested in understanding and helping to solve America's most pressing policyproblems. The organization plans to focus on fiscal and regulatory policy at both the state andFederal level.
To further the Corporatioif a purposes and mission, the Corporation will have and willexercise all of the powers conferred by the provisions of the District of Columbia NonprofitCorporation Act, as amended (the "Act"), not outside the scope of the Corporation's Articles ofIncorporation (the "Articles").
No part of the net earnings of the Corporation may inure to the benefit of, or bedistributable to its directors, trustees, officers or other private persons, except that-the Corporationwill be authorized and empowered to pay reasonable compensation for services rendered and tomake payments and distributions in furtherance of the purposes set forth in the Articles.
Notwithstanding any other provisions herein, the Corporation will not carry on any activitiesnot permitted to be carried on: (a) by an organization exempt from federal income tax under section501(a) of the Code, as an organization described in section 501(c)(4) of the Code.
ARTICLE IINonvoting Members
The Corporation may have non-voting members upon approval of and subject to thecriteria established by, the Corporation's Board of Directors (the "Board"). All individuals andorganizations interested in the Corporation's purposes and mission are eligible to be consideredfor admission as nonvoting members. An individual or organization will be admitted as anonvoting member in accordance with the criteria and procedures established by the Board.Nonvoting members will have no voting rights or any other rights or privileges with respect tothe governance of the Corporation, nor will they be considered "members" within the meaning ofthe Act The Board may establish dues for nonvoting members.
ARTICLE IIIBoard of Directors
Section 3.1 General Powers. The affairs of the Corporation will be managed by theBoard.
- Section 3.2 Number. The number of Directors on the Board will initially be three (3).The number of Directors may be changed from time to time by amendment of these Bylaws,provided that the number of Directors will be set at not less than three (3) and not more than nine(9): No decrease in the number of Directors will have the effect of decreasing the term of anyincumbent Director.
Section 3.3 Election, and Term of Office. So long as Americans for ProsperityFoundation, a Delaware nonprofit corporation (the "Foundation"), is in existence, the Directorsof the Corporation will be appointed annually, immediately prior to the scheduled annualmeeting of the Board, by action of the board of directors of the Foundation. Directors soappointed will serve one-year terms commencing immediately following the closing of suchannual meeting of the Board and ending upon the closing of the next annual meeting of theBoard thereafter, provided that the outgoing Directors will remain in office until their successorshave been appointed or elected and qualified. A Director may be re-appointed for any number ofterms.
If the Foundation is at any time no longer in existence, the Directors of the Corporationwill be elected at the annual meeting of the Board by vote of the then-current Directors asprovided in this paragraph. Directors so elected will serve one-year terms commencingimmediately following the closing of the meeting at which they. are elected and ending upon theclosing of the next annual meeting of the Board thereafter, provided that the outgoing Directorswill remain in office until their successors have been appointed or elected and qualified. Thethen-current Directors will have voting rights to elect the Directors whose terms are to beginwith the closing of such meeting, and such Directors, as electors, will have the full power andauthority to re-elect any, several or all of the Directors whose terms are due to expire to succeedthemselves in office. A Director may be re-elected for any number of terms.
Section 3.4 Vacancies. A vacancy on the Board occasioned by the death, incapacity,resignation or removal of a Director will be filled either (a) by action of the board of directors ofthe Foundation, so long as the Foundation is then in existence, or (b) by action of the remainingmembers of-the Board, if the Foundation is not then in existence. Any Director appointed orelected to fill a vacancy on the Board occasioned by the death, incapacity, resignation or removalof a Director will serve a term expiring as of the scheduled expiration date of the term of his orher predecessor, provided that such Director will remain in office until his or her successor hasbeen appointed or elected and qualified.
A vacancy on the Board resulting from an increase in the number of Directorsconstituting the Board will be. filled either (a) by action of the board of directors of theFoundation, so long as the Foundation is then in existence, or (b) by action of the other membersof the Board, if the Foundation is not then in existence. Any Director appointed or elected to filla vacancy • on the Board resulting from an increase in the number of Directors constituting the
2
Board will serve a term expiring as of the closing of the next annual meeting of the Board,provided that such Director will remain in office until his or her successor has been appointed orelected and qualified.
Section 3.5 Annual and Regular Meetings. The annual meeting of the Board will behold on the second Monday of April of each year, or such other date as may be designated. fromtime to time by the Board and stated in the notice of the meeting, at such time and place as maybe designated in the notice of the meeting. The annual meeting will be held for the purpose ofelecting Directors (if the Foundation is then no longer in existence and Directors are thereforeelected by the Board) and for the transaction of such other business as may come. before themeeting. If the Directors are appointed by action of the board of directors of the Foundation, theslate of Directors so appointed for the next annual term will be presented to the, Directors at theannual meeting. If the Directors for any reason fail to be timely appointed by action of the boardof directors of the Foundation or elected by the Board, as applicable, for any annual term at orprior to the annual meeting, such appointment or election by such body will be effected as soonthereafter as possible. The Board may provide, by resolution, the time and place, either within oroutside the District of Columbia for the holding of regular meetings, other than the annualmeeting, without notice other than such resolution.
Section 3.6 Special Meetings. Special meetings of the Board may be called by theChairman of the Board (if one has been appointed or elected) or by any two Directors. Theperson or persons calling a special meeting of the Board may fix any place in the United States,either within or outside the District of Columbia, as the place for holding such special meeting.
Section 3.7 Notice: Waiver of Notice. Except as otherwise permitted under Section3.5, notice to the Directors of a meeting of the Board will be given at least ten (10) days prior tothe meeting and Way be delivered personally, by mail, by facsimile transmission or e-mail, to theaddress, facsimile number or e-mail address for each Director as it appears on the records of theCorporation. If mailed, such notice will be deemed to be delivered when deposited in the UnitedStates mail in a sealed envelope so addressed, with postage thereon prepaid. If sent by facsimileor e-mail, such notice will be deemed to be delivered when transmitted with 'reasonable evidenceof successful transmission. A Director may waive any notice required by these Bylaws, beforeor after the date and time stated in the notice, by 'written waiver signed by such Director, whichwaiver will be included in the minutes or filing with the corporate records. A Director'sattendance at a meeting waives objection to lack of notice or defective notice of the meeting,unless the Director at the beginning of the meeting objects to holding the meeting or transactingbusiness at the meeting because the meeting is not lawfully called or convened.
Section 3.8 Quorum and Voting. A majority of the Directors on the Board willconstitute a quoruin for the transaction of business at any meetings of the Board; provided that ifless than a majority of the Directors are present at said meeting, a majority of the Directorspresent may adjourn the meeting from time to time without further notice. Each Director presentwill be entitled to one (1) vote upon each matter submitted to a vote at any such meeting.
3.
Section 3.9 Manner of Acting. The act of the majority of the Directors present at ameeting of the Directors at which a quorum is present will be the act of the Board.
Section 3.10 Attendance by Telephone Conference or Similar CommunicationsEquipment. Directors may participate in a meeting of the Board by means of conferencetelephone or similar communications equipment whereby all persons participating in the meetingcan bear each other, and participation in a meeting in this manner will constitute presence inperson at the meeting.
Section 3.11 Action by Unanimous Consent. Any action which is required to be or maybe taken at a meeting of the Board, or any committee of the Board, may be taken without ameeting if consents in writing, setting forth the action so taken, are signed by all of the membersof the Board or of the committee as the case may be. The consents will have the same force andeffect as a unanimous vote at a meeting duly held.
Section 3.12 Removal. A Director may be removed withor without cause either (a) byaction of the board of directors of the Foundation, if the Foundation is then in existence, or (b) bya vote of two-thirds of the other Directors then in office, if the Foundation is not then inexistence.
Section 3.13 Compensation. Directors will not receive any compensation from theCorporation for their services in such or any other capacity.
ARTICLE IVCommittees of the Board of Directors
Section 4.1 Committees Generally. The Board, by resolution adopted by a majorityof the directors in office, may ddsignate and appoint one or more committees of the Board, eachof which will consist of two, or more Directors (and no non-Directors), which committees, to theextent expressly provided in such resolution, will have and exercise the authority of the Board inthe management of the Corporation. Other committees not having and exercising the authorityof the Board in the management of the Corporation may be designated and appointed by aresolution adopted by a majority of the Directors present at a meeting at which a quorum ispresent. A committee will not have or exercise the authority of the Board in the management ofthe Corporation unless such authority is expressly provided in the resolution designating suchcommittee. The delegation of authority to any committee will not operatô to relieve the Board orany member of the Board from any responsibility imposed by law.
Section 4.2, Absence. The Board may designate one or more Directors as alternatemembers of any committee, who may replace any absent or disqualified member at any meetingof the committee. In the absence or disqualification of a committee member, the othercommittee members present at any meeting and not disqualified from voting, whether or notsuch members constitute a quorum, may unanimously appoint another member of the Board toact at the meeting in the place of any such absent or disqualified member. A disqualified memberis a committee member who has been removed pursuant to the provisions of this Article or whois no longer 'a Director.
4
Section 4.3 Recordkeeping. All committees will, unless otherwise directed by theBoard, keep regular minutes of the transactions at their meetings and will cause them to berecorded in books kept for that purpose in the office of the Corporation and will report the sameto the Board at its next meeting. The Secretary or an Assistant Secretary of the Corporation mayact as Secretary of a committee if the committee or the Board so requests.
Section 4.4 Meetings by Conference Telephone or Similar CommunicationsEquipment. Unless otherwise restricted by the Articles or these Bylaws, members of anycommittee may participate in a meeting of such committee by means of conference telephone orsimilar communications equipment by means of which all persons participating in the meetingcan hear each other, and participation in a meeting in such manner will constitute presence inperson at such meeting.
Section 4.5 Term of Office. Each committee member will continue in such capacityfor so long as he or she remains a Director of the Corporation, unless such committee member isremoved from such committee by the Board.
Section 4.6 Chairman. One member of each committee will be appointed chairman ofthe committee by or as designated by the Board.
Section 4.7 Vacancies. Vacancies in the membership of any committee may be filledby appointments by the Board made in the same manner as provided in the case of the originalappointments.
Section 4.8 Ouorum. Unless otherwise provided in the resolution of the Boarddesignating a committee, a majority of the whole committee will constitute a quorum and the actof a majority of the members present at a meeting at which a quorum is present will be the act ofthe committee.
Section 4.9 Rules. Each committee may adopt rules for its own governance notinconsistent with these Bylaws or with rules adopted by the Board.
ARTICLE VOfficers
Section 5.1 Elected Officers, The elected officers of the :Corporation will be aPresident, a Secretary and a Treasurer. The Corporation may also have a Chairman of the Board,a Vice President, and such other officers, both active and honorary, as the Board may from timeto time deem advisable. Said ofilcers will be elected by the Board at its annual meeting, andthey will hold office until their successors are elected at the next annual meeting of the Boardand until their successors are elected and qualified, unless they earlier die, resign, or are removedfrom office. Any person may simultaneously hold more than one office.
Section 5.2 Appointed Officers. The President may appoint, with the approval of theBoard, such assistant secretaries and assistant treasurers as he may deem necessary or advisable.
Section 5.3 Duties of Chairman of the Board. If a Chairman of the Board is elected:,the Chairman of the Board will preside at all meetings of the Board at which he may be presentand will have such other duties, powers and authority as may be prescribed elsewhere in theseBylaws. If a Chairman of the Board has not been elected, the Directors will elect from amongthemselves at any particular meeting of the Board a chair of the meeting to preside at suchmeeting. The Board may delegate such other authority and assign such additional duties to theChairman of the Board, other than those conferred by law exclusively upon the President oranother officer, as the Board may from time to time determine.
Section 5.4 Duties of President. The President will be the chief executive officer ofthe Corporation. He may execute all contracts, deeds and other instruments for and on behalf ofthe Corporation and will do and-perform all other things for and on behalf of the Corporation asthe Board will authorize and direct. He will enjoy and discharge generally such other and furtherrights, powers, privileges and duties as customarily relate and pertain to the office of President.
Section 5.5 Duties of Vice President. In the event of the absence, disability or refusalto act of the President, theVicè President will possess all of the powers and perform all of theduties of the President. In addition, the Vice President will do and perform such other acts andthings, and will assume and discharge such other responsibilities, as may from time to time beassigned to him by the Board or the President.
Section 5.6 Duties of Secretary. The Secretary will keep complete and correctminutes of all meetings of the Board. He will cause to be issued notices of all meetings inaccordance with these Bylaws or as required by law.
When authorized and directed by the Board, he will execute with the President allcontracts, deeds, and other instruments for and on behalf of the Corporation. The Secretary willbe the legal custo3ian of all books, deeds, instruments, papers, and records of the Corporation, theinspection of which will be permitted at all reasonable times by any Director or executive officer ofthe Corporation.
The Secretary will attend to such correspondence as may be incidental to his office, and willperform all other duties and discharge all other responsibilities which customarily relate and pertainto the office of Secretary.
Section 5.7 Duties of Treasurer. The Treasurer will cause to be kept accurate andcomplete books and records of all receipts, disbursements, assets, liabilities, and financialtransactions of the Corporation.
The Treasurer will cause to be deposited all monies, securities, and other valuable effects ofthe Corporation in such depositories as the Board will authorize and direct and, whenever requestedto do so by the President or the Board, will prepare and submit written statements, reports andaccounts fully and accurately reflecting the assets, liabilities, and financial transactions andcondition of the Corporation.
The Treasurer will perform such other and Thrther duties as the Board may from time to timedirect, and he will perform all other duties and discharge all other responsibilities which customarilyrelate and pertain to the office of Treasurer.
The Treasurer will be released and discharged of all liabilities and responsibility for anymonies, securities, and other assets of value committed by the Board to the custody of any personover whom he will have no direction or control.
Section 5.8 Resignation and Removal. Any officer of the Corporation may resign bydelivering a written resignation to the Corporation at its principal office or to the Chairman of theBoard, the President or the Secretary. Such resignation will be effective upon receipt unless it isspecified to be effective at some other time or upon the happening of some other event. Anyofficer of the Corporation may be removed from office by the Board with or without cause, butsuch removal will be without prejudice to the contract rights, if any, of the person so removed.Election or appointment of an officer does not in itself create contract rights.
Section 5.9 Vacancies. Vacancies in any elected office occasioned by the death,resignation, or removal of any officer will be filled by the Board, and such person or personselected to fill such vacancy or vacancies will serve for the unexpired term of his predecessor anduntil a successor is elected and qualified, or until such officer's earlier death, resignation orremovaL
Section 510 Compensation, Subject to any limitations under applicable law, and thelimitations under Section 3.13 with respect to any officer that is also a Director, officers of theCorporation will be entitled to such salaries, compensation or reimbursement as will be fixed orallowed from time to time by the Board.
ARTICLE VIGeneral Provisions
Section 6.1 Contracts. The Board may authorize any officer or officers, agent oragents, to enter into any contract or execute and deliver any instrument in the name of and onbehalf of the Corporation, and such authority may be general or confined to specific instances.
Section 6.2 Loans. No loans may be contracted on behalf of the Corporation and noevidences of indebtedness may be issued in its name unless authorized by a resolution of theBoard. Such authority may be general or confined to specific instances. The Corporation isprohibited from making loans to its Directors or officers under any circumstances.
Section 6.3 Checks, Drafts, etc. All checks, drafts or other orders for the payment ofmoney, notes or other evidences of indebtedness issued in the name of the Corporation will besigned by such officer or officers, agent or agents of the Corporation and:in such manner as fromtime to time determined by resolution of the Board.
Section 6.4. Deposits. All funds of the Corporation will be deposited from time to timeto the credit of the Corporation in such banks, trust companies or other depositories as the Boardmay select.
Section 6.5 Custodians, The Board may from time to time designate a bank, trustcompany or depository as custodian of the funds and properties of the Corporation, whichcustodian will maintain a record of all receipts, expenditures, income and expenses of theCorporation and/or perform such ministerial duties as the Board by written direction mayinstruct. The custodian may receive fees for its services as may from time to time be agreedupon by the Board and the custodian.
Section 6.6 Agents and Attorneys. The Board may appoint such agents, attorneys andattorneys-in-fact of the Corporation as it may deem proper, and may, by written power ofattorney, authorize such agents, attorneys or attorneys-in-fact to represent it and for it and iii itsname, place and stead, and for its use and benefit to transact any and all business which saidCorporation is authorized to transact or do by the Articles, and in its name, place and stead, andas its corporate act and deed, to sign, acknowledge and execute any and all contracts andinstruments, in writing necessary or convenient in the transaction of such business as fully to allintents and purposes as said Corporation might or could do if it acted by and through its regularlyelected and qualified officers.
Section 6.7 Fiscal Year. The Board will have the power to fix and from time to timechange the fiscal year of the Co rporation. In the absence of contrary action by the Board, thefiscal year of the Corporation will begin on the first day of January in each year and end on thelast day of December in each year.
Section 6.8 Interpretation. The terms "include", "including" and similar terms shall beconstrued as if followed by the phrase "without being limited to". The term "or" has, exceptwhere otherwise indicated, the inclusive meaning represented by the phrase "and/or." The words"hereof," "herein," "hereby," "hereunder," and similar terms in these Bylaws refer to this Bylawsas a whole and not to any particular provision or section of these Bylaws. The masculine gender,when used throughout these Bylaws, shall be deemed to include the feminine.
Section 6.9 Electronic Communications and Si gnatures. Electronic communications,records and signatures may be used in connection with all matters contemplated by these Bylawsexcept to the extent prohibited by applicable law. Except as may be specifically set forth herein,the parties may use and rely upon electronic communications, records and signatures for allnotices, waivers, consents, undertakings and other documents, communications or information ofany type sent or received in connection with the matters contemplated by these Bylaws. Anelectronically transmitted (but not oral) document will be deemed to satisfy any requirementunder these Bylaws or applicable law that such document be "written",'-in writing" or the like.An electronic signature or electronically transmitted signature by any person on any document(properly authenticated) will be deemed to satisfy any requirement under these Bylaws orapplicable law that such document be "signed" or "or executed" by such person. An electronictransmittal or communication (but not oral) of a document will constitute delivery of suchdocument.
S
ARTICLE VIIIndemnification of Officers and Directors
The Corporation will indemnify and protect any Director, officer, employee or agent ofthe Corporation, or any person ho serves at the request of the Corporation as a director, officer,employee, member, manager or agent of another corporation, partnership, limited liabilitycompany,, joint venture, trust, employee benefit plan or other enterprise, to the fullest extentpermitted by the laws of the District of Columbia.
ARTICLE VifiProperty Devoted to Corporate Purposes
All income and properties of the Corporation will be devoted exclusively to the purposesas provided in the Articles and these Bylaws. The Board may adopt such policies, regulationsand procedures governing the management and/or disbursement of funds for such purposes as inits opinion are reasonably calculated to carry out such purposes as set forth in the Articles andthese Bylaws.
ARTICLE IXCode of Ethics
The Board will adopt a Code of Ethics to govern the management and operations of theCorporation, including any conflict of interest situations that may arise from time to time. TheBoard will be responsible for monitoring compliance with the Code of Ethics on an ongoingbasis.
ARTICLE XAmendments
So long as the Foundation is in existence, these Bylaws may be altered, amended orrepealed, and new Bylaws may be adopted, only by action of the board of directors of theFoundation. If the Foundation is at any time no longer in existence, these Bylaws may bealtered, amended or repealed, and new Bylaws may be adopted, by the affirmative vote of amajority of all Directors then in office at a meeting of the Board called for that purpose or bywritten consent in lieu of such a meeting.
9
Effective Date:________________
CERTIFICATION
The undersigned, being the secretary of Americans for Prosperity, a District of Columbianonprofit corporation (the "Corporation"), hereby certifies that the foregoing Bylaws are the dulyadopted Bylaws of the Corporation.
10
1
Americans for ProsperityDirect Mail Consultants
GMA, Inc. d/b/a BMD901 North Washington StreetSuite 300Alexandria, VA 22314703-549-3500Contract: 2/2010 - 2/2011Services Provided: Counsel and advice, copy and design, coordination of printing,production, and mailshop servicesCompensation: $3,000 package fee or $.08 per piece, whichever is greater
Contract was cancelled in February, 2011. No longer using any professional fundraisersor consultants.
FUNDRAISING COUNSEL AGREEMENTBETWEEN GMA, INC. dfb/a/ BMD
AND AMERICANS FOR PROSPERITY, INC.
This Agreement to Provide Fundraising Counsel Services('Agreement') is dated and effective as of February ab, 2010, byand between GMA, Inc., d/b/a/ BMD, a Virginia corporation withprincipal offices located at 901 North Washington Street, Suite300, Alexandria VA 22314 ('BMD') and Americans for Prosperity,Inc. ("Americans for Prosperity"), a nonprofit corporationhaving its principal office at 2111 Wilson Blvd., Suite 350,Arlington VA 22201,
RECITALS
A. BMD is a direct response fundraising consulting firmand wishes to provide fundraising consulting services toAmericans for Prosperity.
B. Americans for Prosperity's mission is to educatecitizens about economic policy and mobilize those citizens asadvocates in the public policy process that champions theprinciples of entrepreneurship and fiscal and regulatoryrestraint. The funds raised pursuant to this Agreement will beused in support of this organization and its mission.
NOW, THEREFORE, for good and valuable consideration, thereceipt and adequacy of which are acknowledged, the partieshereto agree as follows:
1. Term of Agreement. This Agreement shall be effective for a
term of one year commencing as of the Agreement Date, unlessearlier terminated or unless renewed as provided below.
2. Commencement of Services. Notwithstanding anything to thecontrary herein, if any State regulatory agencies requiresubmission and/or approval of this Agreement, BMD shall nocommence to provide Services for fundraising activities in suchState until all applicable regulatory requirements of such Statehave, been satisfied.
3. Services. BMD will perform the following services forAmericans for Prosperity in connection with its direct responsefundraising efforts (the "Services"):
a) Conceiving, writing and designing direct mailfundraising packages; and
b) Assistance to the Client in Overseeing the Productionand Vendor Management Services.
4. Termination and Renewal of Agreement.
(a) Termination for Cause. This Agreement may beterminated by either party upon ten (10) days prior writtennotice to the other in the event of a breach of this Agreementby such other party, provided such other party fails to curesuch breach within the ten (10) day notice period.
(b) Termination without Cause. This Agreement may beterminated by either party in its sole discretion without causeat any time upon giving thirty (30) days written notice to theother party. Any notice issued pursuant to this Section will beeffective one (1) day after being sent overnight delivery orthree (3) days if sent registered certified mail, andtermination will be effective thirty (30) days thereafter.
(c) First Ten-Day Cancellation Right. This Agreement maybe terminated by Americans for Prosperity without cost, penaltyor liability at any time during the first ten (10) days afterAmericans for Prosperity signs this Agreement by giving writterinotice to BMD.
(d) Post-Termination Obligations. In the event that thisAgreement is terminated for any reason, BMD shall receivepayment and reimbursement for all fees owing and costs andexpenses incurred or accrued pursuant to terms of this Agreementthrough the date of termination. The exercise by either partyof the option to terminate will in no way be construed as arelease or waiver of any rights or obligations accrued to date.
(e) Renewal. The term of this Agreement shall be renewedautomatically for successive additional periods of one yeareach, unless either party has, at least thirty (30) days priorto the expiration of the then-current term, exercised its rightto terminate the Agreement.
5. Fees and Expenses.
a) Fees. In consideration of the Services provided
by BMD for Americans for Prosperity, BMD will receive a $3,000package fee or fees of $.08 per piece, whichever amount is
I:
greater, as long as the package continues to mail. This feewill include any changes, updates, revisions, or versionsrequired.
b) List Rental Commission. BMD, or its designated agent,shall receive an industry-standard commission of a percentage ofthe List rental charge for list rentals and/or exchanges madedirectly to or by the end list user.
c) Postage. Estimated postage for each approved mailingto be conducted by Americans for Prosperity is to be paid byAmericans for Prosperity no less than ten(10) days in advance ofthe scheduled mailing date.
d) Expenses. Americans for Prosperity shall reimburse BMDfor all other reasonable and necessary out-of-pocket expensesdiiectly attributable to the performance of the Services underthis Agreement. These will be billed at BMD's actual cost forreimbursement to Americans for Prosperity. Such expenses areanticipated to include, but not be limited to, long distancephone calls, local and overnight delivery services, facsimiles,photocopies, and other similar items. Travel expenses will bebilled to Americans for Prosperity at cost and B1'iD will use itsbest efforts to plan travel in advance such that the lowestcost, pre-purchased, non-refundable tickets can be purchased.In the event that Americans for Prosperity cancels a meeting,Americans for Prosperity will cover the cost of tickets. Inaddition, in the event that short-term planning requires B['4D tobe present at Americans for Prosperity, Americans for Prosperityunderstands that pre-purchased, non-refundable tickets may bedifficult to obtain or may not be available. No expense greaterthan $200 will be incurred without the prior written approval ofAmericans for Prosperity.
e) Invoices; Interest. BMD will deliver periodic invoicesto Americans for Prosperity for amounts owing to BMD under thisAgreement, and Americans for Prosperity shall pay all invoicesin full not later than thirty (30) days after receipt. Anybalances which remain unpaid for more than thirty (30) daysafter the original invoice shall be subject to an interestcharge of 1.5% per month.
f) Control of Funds. Americans for Prosperity will at alltimes maintain and control all contributions received fromfundraising activities covered by this Agreement. Americans forProsperity will deposit contributions promptly and at no timewill BL4D exercise, handle or have custody or control overcontributions received from Americans for Prosperity'sfundraising activities.
6. Fundraising Counsel Service Limitations; Approval, Volumeand Content of Solicitations.
(a) BMD will act and serve solely as a fundraising counselor consultant; and notwithstanding anything to the contrary inthis Agreement, BMD shill not perform, and shall have noobligation to perform, any services that would cause it to bedeemed a commercial or professional fundraiser under anyapplicable State law. Without limiting the generality of thepreceding sentence, BMD will not at any time solicit funds,assets or property for charitable purposes, receive or controlfunds, assets or property solicited for charitable purposes, oremploy, procure or engage (except as agent for Americans fcrProsperity) any compensated person to solicit, receive orcontrol funds, assets or property for charitable purposes.
(b) Americans for Prosperity will, at all times, maintaincontrol over the schedule, volume and content of the direct mailsolicitations and programs handled by BtD under this Agreement.All mailings produced by BMD on behalf of Americans forProsperity will be submitted to Americans for Prosperity forapproval at least fifteen (15) business days prior to mailing.
7. Ownership and Use of Lists.
Client Lists. The parties mutually agree that lists ofnames and/or addresses owned by Americans for Prosperity (the"Client Lists") will not be given, traded, loaned, rented, soldor used by BMD or any of its employees, consultants or agentswithout the consent of Americans for Prosperity; BMD agrees toinstitute reasonable security measures in order to detectunauthorized use or abuse of Client Lists when BMD's servicesare utilized.
B. Use and Ownership of Work Product.
(a) Work Product. Subject to the remainder of thisSection, all Work Product (as defined below) BMD produces forAmericans for Prosperity in connection with this Agreement shall,to the extent that BND has proprietary rights therein, be theexclusive property of Americans for Prosperity; and BMD herebyassigns and transfers to Americans for Prosperity all copyright,trademark and other intellectual property rights in all WorkProduct to the extent that BD has such rights and subject to anyrights of third parties. For purposes of this Agreement, "WorkProduct" means the physical master used in print production, thespecific letter content contained therein, and the print
I
production inventory of direct mail packages produced by, and/orwith the assistance of, B!1D under this Agreement.
(b) Infringement. BMD shall ensure that all copy andcontent that are, at BMD's initiative, incorporated within anyWork Product do not infringe upon the intellectual propertyrights of any third party. Americans for Prosperity shallensure that all copy or content that is supplied to BMD byAmericans for Prosperity or that is incorporated within any WorkProduct at Americans for Prosperity's specific direction doesnot infringe upon the intellectual property rights of any thirdparty.
9. Partnerships, Joint Ventures and Agents. BMD shall be anindependent contractor of Americans for Prosperity, and nothingherein shall be construed to place the parties in therelationship of partners, joint venturers or agents.
10. Legal and Regulatory Compliance.
(a) General. BMD and Americans for Prosperity each agreeto comply with all local, state and federal laws, includingthose regarding the solicitation of charitable contributions,which are applicable to their obligations under this Agreementor any related activities.
(b) State Filings. BMD will be responsible for all Stateregulatory reporting requirements applicable to professionalfundraising counsel for work performed by BMD pursuant to thisAgreement. BMD acknowledges and warrants that it is registeredwith all appropriate governmental agencies that regulatecharitable solicitation, for those States which this Agreementcovers, except for those agencies as to which BMD is in theordinary course of its business activity in the process ofupdating, renewing or correcting its registrations.
(c) Americans for Prosperity Obligations. Americans forProsperity acknowledges that certain State governmentalregulatory authorities require BMD to provide information in thepossession of Americans for Prosperity and/or require Client'ssignature on their forms and/or reports. Americans forProsperity agrees to promptly furnish such information andsignatures to BMD. Americans for Prosperity will have exclusivecontrol over the content of all of its fundraising solicitationsand shall be exclusively responsible for ensuring that suchsolicitations comply with all applicable legal requirements.
(d) Americans for Prosperity's Representations. Americansfor Prosperity represents, warrants and covenants that: (i) it
is and will remain a non-profit organization for purposes ofsolicitation and registration, (ii) its required registrations,filings, licenses and permits are and will remain current, and(iii) it is and will remain registered with all applicablegovernmental agencies that regulate charitable solicitations.
(e) Licenses and Permits. BMD and Americans forProsperity shall each be responsible for making, obtaining andmaintaining its own required registrations and filings with, andlicenses and permits from, all applicable federal, state andlocal authorities. Upon request, each party shall provide theother with information and materials necessary for preparationof registrations and filings and applications for licenses,registration statements or permits.
11. Indemnification. In light of Americans for Prosperity'scontrol over contributions received from fundraising activitiescovered by this Agreement and the content of its solicitations,Americans for Prosperity agrees that it will defend, indemnifyand hold harmless BMD, its 'officers, directors, shareholders,employees, contractors and agents against any and all losses,liabilities, damages, claims, actions, suits, fines, penaltiesand costs (including reasonable attorneys' fees) (collectively,"Damages") arising from or related to: (i) fundraising, advocacyor marketing activities, mailings and/or solicitations conductedor engaged in by Americans for Prosperity, (ii) any libel,slander or other claims arising from such activities, mailingsand/or solicitations or any publication by Americans forProsperity, (iii) any breach of this Agreement by Americans forProsperity, and/or (iv) BND's performance under this Agreement,except to the extent arising from BMD's gross negligence orwillful misconduct.
12. Confidentiality. Except as otherwise provided in thisAgreement, BMD agrees to maintain the confidentiality of theConfidential Information (as defined below) and agreed not todisclose any Confidential Information to any third party withoutthe prior written consent of Americans for Prosperity. Forpurposes of this Section, "Confidential Information" shall meanall confidential or proprietary information relating toAmericans for Prosperity and provided by it to BMD under theterms of this Agreement. Notwithstanding the foregoing,"Confidential Information" shall not include information: (1)in the public domain (other than as a result of a breach of thisSection), (ii) in BMD's possession prior to its receipt from theAmericans for Prosperity pursuant to this Agreement, (iii)independently developed by BMD or known through a party otherthan the Americans for Prosperity, which party has no duty of
confidentiality to the Client, (iv) which BMD is legallyrequired to disclose during the course of any legal,
administrative or regulatory proceeding, or (v) concerning thetax treatment and/or tax structure of this Agreement, includingopinions or other tax analysis relating to such tax treatmentand/or tax structure.
13. Warranties. BMD makes no express or implied warranties orguarantees of the number or amount of contributions or otheroutcome that will be achieved as a result of the direct mailprograms implemented pursuant to this Agreement.
14. Limitation of Liability. Neither party shall be liable tothe other for any indirect, special, consequential, incidentalor punitive damages or for any lost revenues or profits, whetherforeseeable or unforeseeable, by reason of any act, omission,matter or event relating to this agreement or arising out of anydefault or breach thereof, misrepresentation, negligence, strictliability in tort or otherwise. In no event will BND have anyliability for any loss or damage caused by any act or omissionof any third party vendor engaged to provide production or otherservices in connection with any fundraising activities coveredby this agreement. BMD's liability in the event of any error ormistake on its part shall be limited to the correction'oferrors, replacement of material or reconstruction of data. Inno event will the liability of BMD under this agreement for anybreach or default by BMD under this agreement exceed the actual,out-of--pocket cost of the mailing to which such breach ordefault pertains. For purposes of this Section, "actual out-of-pocket costs" are defined to include printing costs, mailshopcosts, list rental costs, cost of merge-purge services, postage,production fees, direct consulting fees, copywriting fees, artfees, fees for production of computer tapes, delivery fees andany other direct costs of the particular mailing to which thebreach or default pertains.
15. Governing Law. This Agreement shall be governed by andconstrued in accordance with the laws of the Commonwealth ofVirginia.
16. Notices. Any notice required under this Agreement must bein writing and will be deemed to have been given by either partyto the other party upon the date of receipt, if hand delivered,or three (3) days after deposit in the U.S. mail, if mailed tothe other party by registered or certified mail, properlyaddressed,.postage prepaid, return receipt requested, or one (1)business day after deposit with a national overnight courier fornext business day delivery. The mailing addresses for noticesto the parties are as follows:
Gregory A Muriford, PresidentGMA, Inc. d/b/a BMD901 North Washington StreetSuite 300Alexandria VA 22314
John Flynn, General CounselAmericans for Prosperity, Inc.2111 Wilson Blvd.Suite 350Arlington VA 22201
17. Waiver of Officers, Directors Liability. Neither partyshall .have recourse or right of action against any shareholder,officer Or director, in his or her individual capacity as such,past, present or future, of the other party or of any successorthereto, whether by virtue of any statute or rule of law orotherwise, all such liability being, by the acceptance hereofand as part of the consideration of the execution hereof,expressly waived and released.
18. Agents. To the extent reasonably necessary to enable BMDto perform its duties hereunder, BMD shall be authorized toengage the services of any agents, contractors or assistantswhich BMD may deem proper. Notwithstanding anything to thecontrary contained in this Agreement, BMD shall be permitted todisclose confidential information regarding Americans forProsperity to those agents, contractors or assistants engaged byBMD to the extent such persons have a bona fide need to knowsuch information.
19. Attorneys' Fees. In any action, arbitration or otherproceeding involving the enforcement or interpretation of thisAgreement, the prevailing party shall be entitled to recoverfrom the other party its costs incurred therein, incLudingreasonable attorneys' fees.
20. Severability. Any provision of this Agreement which isfound to be prohibited or unenforceable in any jurisdictionshall, as to such jurisdiction, be deemed to be modified to theextent necessary to render such provision valid and enforcableif such proitision. may not be so saved, it shall be severed, andthe remainder of this Agreement shall remain in full force andeffect. Modification or severance of a provision in anyjurisdiction shall not serve to modify, invalidate or renderuneñforöeable such provision in any other jurisdiction.
21. Whole Agreement. This Agreement, including any addendumor other documents referred to herein, Constitutes the entireunderstanding and agreement of the parties' with respect to itsubject matter;, and any and all prior agreements,.understandings, representations, warranties, undertakings Orpromises with respect to the subje't matter of this Agreementare hereby terminated and canceled in their entirety and are ofno further force or effect. This Agreement may not be amendedexcept by a written agreement signed by both parties..
IN WITNESS WHEREOF the parties have subscribed this agreement onthe date indicated below.
GMA Inc. d/b/a/ BMD
TitleDated: -ac.—to
Americans for Prosperity, Inc.
'- YBy: A,. ^A 41.^,
Name: flWTitle:Dated: ______________
AND
By:NameTitle: 4ALt#Dated: ---O(O
Note':: Under State regulatory requirements, this Agreement mustbe signed by 'two individuals authorized to act on behalf ofAmericans for Prosperity, Inc.
0.150, 823.78,381.
6, 565, 957.0.0,
1,319,383.0.
13, 155, 834.14,475,217.2,090,740.
lnin9 of Current Year3,368,064.1,349.. 554.2,018., 510.
9,979.357, 661,.
5,579.22,089.095.
2, 083, 9.29.35,000.
21, 945, 258.24,, 064,187.-1,975,092.End of Year2, 629, 702.2,586,284.
43; 418
SignHere
PaidPreparerUse Only
Return of Organization Exempt From Income TaxUnder section 501(c), 527, or4947(aXl) of the Internal Revenue Code
(except black lung benefit trust or private foundation)Department of the TreasuryInternal Revenue Service - The organization may have to use a copy of this return to satisfy state reporting requirements.A For the 2010 calendar year, or tax year beginning . 2010. and endingB Check if applicable: C Name oforganization Americans for Prosperity
Address change Doing _Business _As.Name change Number and sheet (or P.O. box if mail is not delivered to street addr) Room/suite
Initial return 2111 Wilson Boulevard 350Terminated City, town or country . State ZIP code -i- 4
Amended return Arlington VA 22201 f G Gross niceipis 22,089Application pending F Name and address of principal officer H(a) Is this a group return for affiliates?
Tim Philligs 2111 Wilson Blvd #350 Arl ington VA 22201 H(b) Are all affiliates included?
I Taxexernptsthtus [1 501(c)(3) JXJ 501(c) ( 4 ) (insert no.) I 14947(axDor [1527J Website: www. - americans forprosperity. orc H(s) Group number
K Form of oranizstion; Ix I Corporation [1 Trust 11 Association [1 Other IL Year of Formation: 2 004 jM State of legal domicile:
J.'7 I UIIIIIIUI
1 Briefly describe the organizations mission or most significant activities; - Educate -U.S. citizens about the ----.zj^_q_Lfound economic Policy on the nati economv and socialw------------pe.c .4 tY ________
E economic matters..2 Checkthisbox fl if the organization discontinued its operations or disposed of more than 25% of its net assets. -3 Number of voting members of the governing body (Part VI, line la) ......................................3 4
edm 4 Number of independent voting members of the governing body (Part VI, line 1 b) ........................4 4
5 Total number of individuals employed in calendar year 2010 (Part V, line 2a) ..............5 0..6 Total number of volunteers (estimate if necessary) ...................................................6 500
< 7a Total unrelated business revenue from Part VIII, column .
mn (C), line 12 ................7a 0.- b Net unrelated business taxable income from Farm 990-T, line - 34 7b
I PriorYear CurrentYear
Form 990OMB No. 1545-0047
2010Open to PuIic
Inspecion'
Employer identification Number
75 -3 14 89Telephone number
(703) 224-3200
Yes IX NoYes No
8 Contributions and grants (Part VIII, line lh) ..........................................
9 Program service revenue (Part VIII, line 2g) ........................................10 Investment income (Part VIII, column (A), lines 3, 4, and 7d) ..........................11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, lOc, and lie) .................12 Total revenue - add lines 8 through 11 (must equal Part VIII, column (A), line 12)13 Grants and similar amounts paid (Part IX, column (A), lines 1 .3) .......................14 Benefits paid to or for members (Part IX, column (A), line 4) .........................15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) ......iSa Professional fundraising fees (Part IX, column (A), line lie) ...........................
DL b Total fundraising expenses (Part IX, column (D), line 25) 1, 072, 295.17 Other expenses (Part IX, column (A), lines 11 a-il d, 1 lf-240 ...........................18 Total expenses. Add lines 13-17 (must equal Part IX, column (A), line 25) .............
- 19 Revenue less expenses. Subtract line 18 from line 12Si
%9 20 Total assets (Part X, line 16) ............................. ............... ............... 21 Total liabilities (Part X, line 26) .....................................................
ii 22 Net assets or fund balances. Subtract line 21. from line 20Pati1lf Signature Block
retusJl.tnciudlngscconlpanyInscbedutes and statements, and to the best of my knowledge and belief, Ills true, correct, andon all ,nlormal,on of Wnich preparer has any knoWlorgo,
Sif51t1B of oflicifr . 0, 11
IV -
Tim Phillips . . PresidentTypE or print name and t,tle.
Print/Type preparers namePrepa r nature Date Check [] if PTIN
Douglas S. Corey, CPA . seli.employed
Firm 's name -Doug1as Corey & Associate , PCFlrmaaddress 5601 Little River Trnpk, Suite 440 Fiim'sElN
I Alexandria VA 22312-1303 Phone no.May the IRS discuss this return with the preparer shown above? (see inthuctions)
BAA For Paperwork Reduction Act Notice, see the separate instructions. isoioi 03125/11
703 354-2900lYes No
Form 990 (2010)
Form 99O(2010) Arae cans for Prosperity 753148958 Page
[Fart III j Statement of Program Service Accomplishments -Check if Schedule 0 contains a response to any question in this Part Ill , .....................................................
1 Briefly describe the organization's mission:Educate U,S,— citizens—about the im2.z^cji of sound economic policy on the nation's econoniyand social L .?4 J2 I -
Did the organization undertake any significant program services during the year which were not listed on the priorForm 990 or 990 .EZ7 ........................................................................................ El Yes NoIf 'Yes,' describe these new services on Schedule 0.Did the organization cease conducting, or make significant changes in how it conducts, any program services? .....fl Yes NoIf 'Yes,' describe these changes on Schedule 0.bescribe the exempt purpose acliievemént- for each of the organization's three largest program services by expenses. Section 501 (c)(3)and 501(c)(4) organizations and s ection 4947(a)(1) ltusts are required to report the amount of grants and allocations to others, the total
'expenses, and revenue, if any, for each progran service reported.
4a (Code: ) (Expenses $_21, 872,836. including grants of $ 0. ) (Revenue $ 0.)St ate— chapters— and affiliates and National office-- ducateO.S citiz ens about -- -_^ttjppact of sound economic Policy on the nation's economy and social structure,and, mobilize citizens to be involved in fiscal and regulator econoc matters at the -
!LL L LcO!J1,L P! F_±'JJJZ'L JiP L.'4 -ffi2J _29k.2& fi^L !2.I ffiJ_'— — — — — — — -
--:-_ --------
4b (Code: __________) (Expenses including grants of $ —) (Revenue
4c (Code: ___) (Expenses $
Including grants of $ ) (Revenue $__________________
,,,.-,__ ------------------
4d Other program services. (Describe in Schedule 0.)(Expenses $ including grants of $ ) (Revenue $
4e Total program service expenses - - 21, 872, 836 -BAA TEEAO102 10105110 Form 990 (2010)
Form 990 (2010) Americans for Prosri
75-3148958 Page 3
I Yes I No
1 Is the organization described in section 501 (c)(3) or 4947(a)(1) (other than a private foundation)? if 'Yes, completeScheduleA .......................................................................................................
2 Is the organization required to complete Schedule B, Schedule of Contributors? (see instructions) .......................3 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates
for public office? If 'Yes,' complete Schedule C, Part! ................................................................
4 Section 501 (cX3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) electionin effect during the tax year? If 'Yes,' complete Schedule C, Part It ....................................................
5 Is theorganization a section 501 (c)(4), 501 (c)(5), or 501 (c)(6) organization that receives membership dues,assessments, or similar amounts as defined in Revenue Procedure 98-19? If 'Yes,' complete Schedule C, Part III .........
MMMi.Ingill5
6 Did the organization maintain any donor advised funds or any similar funds or accounts where donors have the right toprovide advice on the distribution or investment of amounts in such funds or accounts? If 'Yes,' complete Schedule D,Part! ............................................................................................................. 6
7 Did the organization receive or hold a conservation easement, including easements to preserve open space, theenvironment, historic land areas or historic structures? if 'Yes,' complete Schedule D, Part I! .............................7
8 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If 'Yes,'completeSchedule D, Part III .......................................................................................8
9 Did the organization report an amount in Part X, line 21; serve as a custodian for amounts not listed in Part X;or provide credit counseling, debt management, credit repair, or debt negotiation services? If 'Yes,' completeScheduleD, Part IV .................................................................................................9
10 Did the organization, directly or through a related organization, hold assets in term, permanent, or quasi-endowments? If'Yes,' complete Schedule 0, Part V ....................... ........................................................... 10
11 If the organization's answer to any of the following questions is 'Yes', then complete Schedule D, Parts VI, VII, VIII, IX,or X as applicable. .
a Did the organization report an amount for land, buildings and equipment in Part X, line 10? If 'Yes,' complete Schedule0, Part VI ..........................................................................................................11
b Did the organization report an amount for investments— other securities in Part X, line 12 that is 5% or more of its totalassets reported in Part X, line 16? If 'Yes,' complete Schedule D, Part VII ...............................................1 lb
c Did the organization report an amount for investments— program related in Part X, line 13 that is 5% or more of its totalassets reported in Part X, line 16? If 'Yes,' complete Schedule 0, Part VIII ..............................................11 C
d Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reportedin Part X, line 16? If 'Yes,' complete Schedule 0, Part IX ........... . .................................................. .lid
e Did the organization report an amount for other liabilities in Part X, line 25? If 'Yes,' complete Schedule D, Part X ........ .lief Did the organization's separate or consolidated financial statements for the tax year include a footnote that addresses
the organization's liability for uncertain tax positions under FIN 48 (ASC 740)? If 'Yes,' complete Schedule D, Part X....,. lit
12a Did the organization obtain separate, independent audited financial statements for the tax year? If 'Yes,' completeSchedule D, Parts XI, Xli, and XIII .................................................................................... 12a
b Was the organization included in consolidated, independent audited financial statements for the tax year? If 'Yes,' andif the organization answered 'No' to line 12a, then completing Schedule D, Parts XI, XII, and XIII is optional ...............12b
13 Is the organization a school described in section 170(b)(1)(A)(ii)? If 'Yes,' complete Schedule E ..........................13
14a Did the organization maintain an office, employees, or agents outside of the United States? ............................. 14a
b Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising,business, and program service activities outside the United States? if 'Yes,' complete Schedule F, Parts I and IV ..........14b
15 Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organizationor entity located outside the United States? If 'Yes,' complete Schedule F, Parts II and IV ................................15
16 Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance toindividuals located outside the United States? If 'Yes,' complete Schedule F, Parts III and IV ............................. 16
17 Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX,column (A), lines 6 and lie? If 'Yes,' complete Schedule G, Part I (see instructions) .................................... 17
0018 Did the organization report more than $15,0 total of fundraising event gross income and contributions on Part VIII,lines 1 c and 8a? If 'Yes,' complete Schedule G, Part It ................................................................ 18
19 Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If 'Yes,'complete Schedule G, Part III ....................................................................................... . 19
20 a Did the organization operate one or more hospitals? If 'Yes,' complete Schedule H ...................................... 20
x
X..
X
X
X
X
X
Xx
x
X
XXX
x
X
X
X
X
xx
b If 'Yes' to line 20a, did the organization attach its audited financial statements to this return? Note. Some Form 990filers that 6u&at6 one or more hosoitals must attach audited financial statements (see instructiori) ...............
BAA TEEAO103 12/2111020b1 IForm 990 (2010)
Form 990t2010) Americans for 75-3148958 Page
I IYes I No21 Did the organization report more than $5,000 of grants and other assistance to governments and organizations in the
United States on Part IX, column (A), line 1? If 'Yes,' complete Schedule I, Parts l and /I ................................2122 Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part
IX, column (A), line 27 If 'Yes,' complete Schedule I, Parts land III ....................................................22
23 Did the organization answer 'Yes' to Part VII, Section A, line 3, 4, or 5 about compensation of the organizations currentand former officers, directors, trustees, key employees, and highest compensated employees? If 'Yes,' completeScheduleJ ........................................................................................................ 23 X
24a Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as ofthe last day of the year, and that was issued after December 31, 2002? If 'Yes,' answer lines 24b through 24d andcomplete Schedule K. If 'No, 'go to line 25 ............................................................................24a
b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception' .....................24b
c Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defeaseanytax-exempt bonds' ............................................................................................. 24c
d Did the organization act as an 'on behalf of' issuer for bonds outstanding at any time during the year' .................... 24d -25a Section 501(c)(3) and 501 (cX4) organizations. Did the organization engage in an excess benefit transaction with a
disqualified person during the year? If 'Yes,' complete Schedule L, Part I ..............................................
b Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, andthat the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ? If 'Yes,' completeScheduleL, Part / ..................................................................................................
26 Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, ordisqualified person outstanding as of the end of the organization's tax year? If 'Yes,' complete Schedule L, Part II ........
27 Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantialcontributor, or a grant selection committee member, or to a person related to such an individual? If 'Yes,' completeScheduleL, Part Ill ................................................................................................
28 Was the organization a party to a business transaction with one of the following parties (see Schedule L. Part IVinstructions for applicable filing thresholds, conditions, and exceptions):
a A current or former officer, director, trustee, or key employee? If 'Yes,' complete Schedule L, Part IV .....................28a . X
b A family member of a current or former officer, director, trustee, or key employee? If Yes,' complete IScheduleL, Part IV ................................................................................................
c An entity of which a current or former officer, director, trustee, or key employee(or a family member thereof) was anofficer, director, trustee, or director indirect owner? If 'Yes, 'complete Schedule L, Part IV ..............................Did the organization receive more than $25,000 in non-cash contributions? If 'Yes,' complete Schedule M ................
Did the organization receive contributions of art, historical treasures, or'other similar assets, or qualified conservation Icontributions? If 'Yes,' complete Schedule M ------------------------------------------------------------------------Did the organization liquidate, terminate, or dissolve and cease operations? If 'Yes,' complete Schedule N, Part I .........
32 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If 'Yes,' completeScheduleN, Part ii .................................................................................................32 X
33 Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections301.7701-2 and 301.7701-3? If 'Yes,' complete Schedule R, Part I .....................................................33 X
34 Was the organization related to any tax-exempt or taxable entity? If 'Yes,' complete Schedule R, Parts I!, III, IV, and V,line? ...............................................................................................................34 X
35 Is any related organization a controlled entity within the meaning of section 512(b)(13)? ................................. 35 Xa Did the organization receive any payment from or engage in any transaction with a controlled entity
within the meaning of section 512(b)(13)? If 'Yes,' complete Schedule F?, Part V, line 2 .................. Yes No
36 Section 501 (cX3) organizations. Did the organization make any transfers to an exempt non-charitable relatedorganization? If 'Yes,' complete Schedule R, Part V, line 2 ..............................................................36
37 Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that istreated as a partnership for federal income tax purposes? If 'Yes,' complete Schedule R, Part VI .........................37
38 Did the organization complete Schedule 0 and provide explanations in Schedule 0 for Part VI, lines 11 and 19?Note. All Form 990 filers are required to complete Schedule 0 ------------------------------------------------ - -------. 38 1 X
BAA Form 990 (2010)
26
27
X,
X
X
X
X
X
29
30
31
TEEAO1Q4 12121110
I,MENHUME1MENOEMEMM
MM
y;
0 .
Form990(2010) Americans for Prosperity 75-3148958 Page
I PartY I Statements Regarding Other IRS Filings and Tax ComplianceCheck if Schedule 0 contains a resoonse to an y Question in this Part V .... .......... . ....e......... .,... .............,.. ri
Yes No
'
lc X
\.
2b.,. ,.,i,.,
3a X
1 a Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable ...............Li 1518 !r
b Enter the number of Forms W-2G included in line 1 a. Enter -0- if not applicable .............c Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming
(gambling) winnings to prize winners' ..............................................................................2a Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax State-
ments, filed for the calendar year ending with or within the year covered by this return ........2a 0b If at least one is reported on line 2a, did the organization file all required federal employment tax returns' ..............
Note. If the sum of lines la and 2a is greater than 250, you may be required to e-file. (see instructions)3a Did the organization have unrelated business gross income of $1,000 or more during the year' ...........................
b If 'Yes' has it filed a Form 990-T for this year? If o' provide an explanation in Schedule 0 .............................4a At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a
financial account in a foreign country (such as a bank account, securities account, or other financial account)' ...........b If 'Yes,' enter the name of the foreign country: -
See instructions for filing requirements for Form TD F 90 .22.1, Report of Foreign Bank and Financial Accounts.5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? ........ .............
b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? ..............c If 'Yes,' to line 5a or 5b, did the organization file Form 8886 .1' .......................................................
4a X
5a X5b X
6a Does the organization have annual gross receipts that are normally greater than $100,000, and did the organizationsolicit any contributions that were not tax deductible? .................................................................6a X
10
11
b If 'Yes,' did the organization include with every solicitation an express statement that such contributions or gifts werenottax deductible? ................................................................................................Organizations that may receive deductible contributions under section 170(c).
a Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods andservicesprovided to the payor' .....................................................................................
b If 'Yes,' did the organization notify the donor of the value of the goods or services provided? ............................c Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file
Form8282' .............................................................................d If 'Yes,' indicate the number of Forms 8282 filed during the year ,.,. .................. '1 7d1e Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?f Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ...............g If the organization received a contribution of qualified intellectual property, did the organization file Form 8899
asrequired7 ................................................................................ •.••.• . ..........h If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a
Form1098-C? .....................................................................................................Sponsoring organizations maintaining donor advised funds and section 509(aX3) supporting organizations. Did thesupporting organization, or a donor advised fund maintained by a sponsoring organization, have excess businessholdings at any time during the year? ...............................................................................Sponsoring organizations maintaining donor advised funds.
a Did the organization make any taxable distributions under section 4966' ............................................b Did the organization make a distribution to a donor, donor advisor, or related person' ..................................
Section 501(c)(7) organizations. Enter:a Initiation fees and capital contributions included on Part VIII, line 12 .................. ...... .iDab Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities ....... lOb
Section 501(cX12) organizations. Enter:a Gross income from members or shareholders .............................................. 1 ii alb Gross income from other sources (Do not net amounts due or paid to other sources
against amounts due or received from them.) .............................................11 b .12a Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041' ...... ........ .,,, 12a
b If 'Yes,' enter the amount of tax-exempt interest received or accrued during the year ,,..,.., j 12b1 .13 Section 501 (cX29) qualified nonprofit health insurance issuers.
a Is the organization licensed to issue qualified health plans in more than one state'. ,.,,. ..•.................................. 13aNote. See the instructions for additional information the organization must report on Schedule 0..
b Enter the amount of reserves the organization is required to maintain by the states inwhich the organization Is licensed to Issue qualified health plans . . . , .......................
c Enter the amount of reserves on hand ...................................................14a Did the organization receive any payments for indoor tanning services during the tax year?
b If 'Yes.' has it filed a Form 720 to renoil these payments? If Wa,' provide an exjlanation in SiBAA TEEA0105 11130110
X'I
Form 990 (2010)
Form 99D(2O10)Americans fOr Prosperity 75-3148958 Page
I PartY[j Governance, Management and Disclosure For each 'Yes' response to lines 2 through 7b below, and fora 'No' response to line 8a, 8b, or lOb below, describe the circumstances, processes, or changes inSchedule 0. See instructions.Check if Schedule 0 contains a resoonse to any question in this Part VI ....................................................... I-I
SectionA. Governing Body a
1 a Enter the number of voting members of the governing body at the end of the tax year .. - ..._1 lal 4
b Enter the number of voting members included in line la, above, who are independent ....... I 1bJ 42 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other
officer, director, trustee or key employee? ............................................................................3 Did the organization delegate control over management duties customarily performed by or under the direct supervision
of officers, directors or trustees, or key employees to a management company or other person 7 .........................4 Did the organization make any significant changes to its governing documents
since the prior Form 990 was filed' .................................................................................5 Did the organization become aware during the year of a significant diversion of the organization's assets? ...............6 Does the organization have members or stockholders' ...............................................................7a Does the organization have members, stockholders, or other persons who may elect one or more members of the
governing body' ..................................................................................................b Are any decisions of the governing body subject to approval by members, stockholders, or other persons' ...............
8 Did the organization contemporaneously document the meetings held or written actions undertaken during the year bythe following:
a The governing body' ...............................................................................................b Each committee with authority to act on behalf of the governing body? .................................................
9 Is there any officer, director or trustee, or key employee listed in Part VII, Section A, who cannot be reached at theorganization's mailing address? If ''es,' provide the names and addresses in Schedule 0
ction B. Policies (This Section B reacests information about volicies not re qiiirèdby the Internal Revenue Code.)
Yes I No
2.
3 x4 X
5 X6 X
7a7b X
Be X8b
---^9 X
I Yes I NoiDa Does the organization have local chapters, branches, or affiliates' .....................................................lOa X
b If 'Yes,' does the organization have written policies and procedures governing the activities of such chapters, affiliates,and branches to ensure their operations are consistent with those of the organization' ............ ....................... lOb X
11 a Has the organization provided a copy of this Form 990 to all members of its governing body before filing the form' ........11 a Xb Describe in Schedule 0 the process, if ahy, used by the organization to review this Form 990.
12a Does the organization have a written conflict of interest policy? if 'No,'go to line 13 .....................................12a XbAre officers, directors or trustees, and key employees required to disclose annually interests that could give rise
toconflicts' .......................................................................................................12bc Does the organization regularly and consistently monitor and enforce compliance with the policy? If 'Yes,' describe in
Schedule 0 how this is done . .. ................................................................................13 Does the organization have a written whistleblower policy' ........................................................14 Does the organization have a written document retention and destruction policy' .......................................15 Did the process for determining compensation of the following persons include a review and approval by independent
persons, comparability data, and contemporaneous substantiation of the deliberation and decision?a The organization's CEO, Executive Director, or top management official ...............................................bOther officers of key employees of the organization ..................................................................
If 'Yes' to line 15a or 15b, describe the process in Schedule 0. (See instructions.)16a Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a
taxable entity during the year' .....................................................................................b If 'Yes,' has the organization adopted a written policy or procedure reu1ring the 6rganizat1on to evaluate its
participation in joint venture arrangements under applicable federal tax law, and taken steps to safeguard theoraanization's exemot status with resoect to such arran qements' .........................................................
section to. i..iisciosure . . .17 List the states with which a copy of this Form 990 is required to be filed See Form 990, Pate 6, Line 17 continued __18 Section 6104 requires an organization to make its Forms 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public
inspection. Indicate how you make these available. Check all that apply.UOwn website U Another's website jj Upon request
19 Describe in Schedule 0 whether (and if so, how) the organization makes its governing documents, conflict of interest policy, and financialstatements available to the public.
20 State the name, physical address, and telephone number of the person who possesses the books and records of the organization:fl2. ganizat io ri Arlington —VA - 22201 . --(703)224-3200
BAA Form 990 (2010)
X
16a I X
16b
rEEA0106 03/25/11
0. 0.
0. 0.
0,
173, 152.
18,223,
80, 169.
78,200.
tX 79,754.
& - 72,240.
72, 679.
X 21,423.
[ó]
0,
165, 730,
136,777.
102, 939.
101,800.
97,247.
34,542.
33,228.
84.252.
Form990(2010) Americans for Prosperity 75-3148958 Page I PatVlFJ Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees,
and. Independent ContractorsCheck if Schedule 0 contains a respon to-'any question In this Part VII [1
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees1 a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the
organization's tax year.• List all of the organization's current officers directors, trustees (whether individuals or organizations), regardless of amount of
compensation. Enter .0- in columns (D), (E), and (F) if no compensation was paid.• List all of the organizations current key employees, if any. See instructions for definition of 'key employee.'• List the organization's five current highest compensated employees (other than an officer, director, trustee, or key employee) who
received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the organization and anyrelated organizations.
• List all of the organization's former officers, key employees, and highest compensated employees who received more than $100,000 ofreportable compensation from the organization and any related organizations.
• List all of the organization's former directors or trusteesthat received, in the capacity as a former director or trustee of theorganization, more than $10,000 of reportable compensation from the organization and any related organizations.List persons in the following order: individual trustees or directors; Institutional trustees; officers; key employees; highest compensatedemployees; and former such persons.
-1 Check this box if neither the organization nor any related áranizatlon Compensated any current officer, director, or trustee.(A) (B) (C) (D) (E) (F)
Name and title Average Position (check all that apply) Reportable Reportable Estimatedhours -- -- i compensation from compensation from amount of other
pe week -. , g the organization related organizations compensation(de
r scribe ' Et 5' ' . - (W-211 099-MISC) N-2l1099-MlSC) from the
organizationand related
organizations
0.
0.
0.
0.
23,650.
9,636.
20,605.
10,580.
10, 296.
21,476,
16,443.
frourafor gp. ';related aa •
organize-tion5in ' -
Schedule a a0)
Director 2.00 x
Director - 2.00 x) J41Les_ Stephenson - -Director 2.00 X.FraydaDirector 2.00 X
_atisPresident
X
• Exec VP/General Counsel 7.00 - ix(7)'-Alan–Cobb
VP,. State Operations 15.00 - - X_L8 J.e. ________
VP, Policy 15.00 - - X
State Director 15.00 - --------------
State Director 00 - - --Qj)– Steve Mullins
CFO. 15.00 - - X
State - --- —Iey_Vb_1
Director 7.00]
-
i1
•- - --- -------
BAA TEEAO107 12121110
(E)Reportablecompensation fromrelated organizations
(li-2I109•MiSC)
(F)Estimatedamount of othercompensationfrom theorganizationand relatedorganizations
Form 9913 . 2010) mri ri foE Prosperity 75-3148958 Page 8
(A)Name and title
(B) (c) (D)Average Position (check all that apply) Reportable
hours - compensation from
ins wed Sj 10 l 12 'i theoroanizationfor Et l reiSlO a 8
rin
organr• ,I a J .
Z5tiOflS Ij • aSchO)
tat I
_OL
--------------------
--------------------
---------------------
---------------------
_)_ -----------.- ------------
---------------------
---------------------
____•.-----------------
_________
. -----------------111111ibSub-total ................................................................... 595,840. 756,515. 126,385.
c Total from continuation sheets to Part VII, Section A .............. d Total (ãdd lines lb and lc) .•................. 595,840. 756,515. 126,385.
2 Total number of individuals (Including but not limited to those listed above) who received more than $100,000 in reportable compensationfrom the oraanization - I.
Yes No3 Did the organization list any former officer, director or trustee, key employee, or highest compensated employee
on line 1 a? If 'Yes, complete Schedule J for such individual .......................................................... — X
4 For any individual listed on line la is the sum of reportable compensation and other compensation from I 'the organization and related organizations greater than $150,000? If 'Yes' complete Schedule J for I- ---such individual .................................................................................................... j
5 Did any person listed on line la receive or accrue compensation from any unrelaled organization or individual
i,. ,,4ara,d W the pIfIn,-,isflrsr? 'Vd Schedule fnr curl, nmr.safl .... .................. .............. S XflJI a, VI •I S#(l.4I ............-. - Section B. Independent Contractors
your independent more
(A) (B)Name and business address Description of services
Nahigian Strategies 1001 N 1 .9th St, *1200 Arlington VA 22209 Event planningRebecca Hsgelinecoamon45l2 25th Rd. North Arlington VA 22207 CommunicationsJohn LProductioris 143 Laureiwood Dr Pike Road AL 36064 Productionconnection strategy P0 Box 2192 Arlington VA 22202 CommunicationsSinaularis P0 Box 9265 Shawnee Mission KS 66201,Communications
2 Total number of independent contractors (including but not limited to those listed above) who received more thanioobdo In conoens1ion from the oraanization 1, 6
BAA rEEA0108 120110
(C)Compensation
1,936,549757,525249,750220,859173,573
- :--t;--Form 990 (2010)
t I
•',;:;
t.
if- :,_.., -., •.
• ....:-I p.
- -.': ..k............'.-.-, S4 4
- I
- ' S
P
Form 990(2O1 0) Americans for Proslieri 75-3148958 Pàe9
(B) (C) (0)Related or Unrelated Revenue
exempt business excluded from taxfunction revenue under sectionsrevenue 512, 513, or 514
:. --,-.-. •-4't
- I-.'kA .Of
A- ;: --
c_ •-21, 715, 876.
9.979. 9,979. 0. 0.
9,979.
357,661. 0. 0. 357,661,
6a Gross Rents
v.
b Less rental expensesc Rental income or (loss) ....d Net rental income or (loss) ,.
(i) Securities (ii) Other .7a Gross amount from sales ofassets other than inventory
b Less cost or other basis A .
and sales expenses ________________ _________________ -•c Gain or (loss)dNet gain or (loss)......... ............................____________ -
Ld
u i*ç8a Gross income from fundraising events
(not including, $________________of contributions reported on line ic)See Part IV line 18 a
) iii .b Less: direct expenses ...............: b0 c Net income or (loss) from fundraising events
• .--:.'- :.9a Gross income from gaming activities
See Part IV line 19b Less:direct expenses ............... bc Net income or (loss) from gaming activities
----: ---- .A----,:.lOa Gross sales of inventory, less returns
arid allowances a A I
b Less cost of goods sold b .- .c Net income or (loss) from sales of inventory .• .........
Miscellaneous Revenue Business Code A A.
ha Refunds and other income 900099 5,579. 5,579. 0. 0.b__C_. _.. -----d All other revenue ...................e Total. Add lines ha-lid ............. ..... ...........______________
.5,579. ..... ;'.— 12 Total revenue. See instructions "12 2, 089, 0 95 .1 15,558.1 0.1
357, 661.BAA TEEA0109 10111/10 Form 990 (2010)
Part VIII I Statement of Revenue
M.
1 a Federated campaigns ...........lab Membership dues ...............lbc Fundraising events .............1 c-
d Related organizations .........., I e Government grants (contributions) .......le
ffl f All other contributions, gifts, grants, and
similar amounts not included above .. ., lf 21, 715, 87g Noncash contributions included in Ins la-it $________________
8 < h Total. Add lines la-if ;;..:. ........................U Business Code
2aReitration fees -900099b
de
All other program service revenue.g Total. Add lines 2a-2f
3 Investment income (including dividends, interest andother similar amounts) ..............................
4 Income from investment of tax-exempt bond proceeds5 Royalties._,, ........I (i) Real F76-5 Personal
(A)Total revenue
264
1,544,439.
52,430.104.. 224.118, 782.
141, 059.21, 042.
35,000.
696,414.
54,237.231, 800.
..___________
560, 973.
697,219.84,630.
3,768.1,044.
:.
- _11,232,871.3, 826, 787.
778,427.209,579.
2,140, 685.1,264,723.
24. 064, 187.
655. 152.
1,185,283.
30622.58,405.85.172.
118,. 963.7,442.
618,18
160,070
105, 892.
12,385.25,998.9,170.
253,264
9,423.19,821.24,440.
16,198. . 5,898.
7,717. 5,883.
35,000.
55,880. 22,346,
4,074. 5,513,
20,981. 50,749.
524,350.1 9,192.
690,150.1 1,717.15,352
0.1 84,630.1 0
3,768.0.
10, 953,578.3,803,486.
708, 157.189, 580.
1, 984, 975.582,217.
21, 872, 836.
04. 0.
I
28,935.17,839,68,591.19,999.
149, 545.228, 422.
L072 295.
250, 358.5,462.1,679.
0.6,165.
454,084,1,119,056.
458. 606. 196, 546.
.Americans for Prosperity 75-3148958ment of FunctonaI Expenses
Section 501(c) (3) and 507(c)(4) organizations must complete all columns.All other organizations must complete column (A) but are not required to complete columns (B), (C), and (D).
A) (B) (C)Do not include amounts repo#edo.n lines Total £penses Program service Management and6b, 71.,, Sb, 9b, and 101, of Part VIII. -1 Grants and other assistance to governments
and organizations in the U.S. See Part IV,line 21
2 Grants and other assistance to individuals inthe U.S. See Part IV, line 22 ................ .-
3 Grants and other assistance to governments,organizations, and individuals outside theU.S. See Part IV, lines 15 and 16 ............ .-
4 Benefits paid to or for members ............. .-Compensation of current officers, directors,trustees, and key employees ................ .-
6 Compensation not included above, todisqualified persons (as defined undersection 4958(f)(1)) and persons describedin section 4958(c)(3)(B) ...................... .-
7 Other salaries and wages ......................8 Pension plan contributions (include
section 401(k) and section 403(b)employer contributions) ...................... .-
9 Other employee benefits .....................-10 Payroll taxes ................................-11 Fees for services (non-employees):
aManagement ................................. .-bLegal ....................................... .._________c Accounting ... . ............................ .-dLobbying .................................. ..-e Professional fundraising services. See Part IV, line 17 -
Investment management fees ................-g Other .....................................
12 Advertising and promotion .....................-13 Office expenses ... ......................... .-14 Information technology ......................
RoyaltiesRoyaes ....................................-16 Occupancy ........ .-17 Travel ......................................-18 Payments of travel or entertainment
expenses for any federal, state, or localpublic officials ..............................-
19 Conferences, conventions, and meetings ......-20 Interest ..................................... .-21 Payments to affiliates ....................... .-22 Depreciation, depletion, and amortization 23 Insurance .....................................24 Other expenses. Itemize expenses not
covered above (List miscellaneous expensesin line 24f. If line 24f amount exceeds 10% '1of line 25, column (A) amount, list line 24f -expenses on Schedule 0.)
a Communications, ads mediabConsultin
ta 2
u_4 -
verr1 - 4 -
C Posge, _ otdList rentale Print _upCQfl -fAll otherexpenses......... ................... .-
25 Total functional expenses. Add lines I throulj 24f -26 joint costs. Check here if following
SOP 982 (ASC958-720). Complete this line'only if the organization reported in,columri(B) joint costs from a combined educationalcampaign and fundraising solicitation . -
BAA
Form 990 10
(D)Fundraisingexpenses
7.., •--,
• .r
123.780.. 46,430. 93,844,
TEEA0110 1212110
.._______________________________
510. 33 43,418,
064, 34 2;629,702.Form 990 (2010)
2,03.3
Form 990 (2010) Americans for ProspéritPartX I Balance Sheet
1 Cash - non-interest-bearing ...................................................2 Savings and temporary cash investments .......................................3 Pledges and grants receivable, net .............................................4 Accounts receivable, net ......................................................5 Receivables from current and former officers, directors, trustees, key employees,
and highest compensated employees. Complete Part II of Schedule L .............6 Receivables from other disqualified persons (as defined under section 4958(0(1)),
persons described in section 4958(c)(3)(B), and contributing employers andsponsoring organizations of section 501 (c)(9) voluntary employees' beneficiaryorganizations (see instructions) ..................................................
7 Notes and loans receivable, net .................................................8 Inventories for sale or use .....................................................9 Prepaid expenses and deferred charges .........................................
lOa Land, buildings, and equipment: cost or other basis.Complete Part VI of Schedule D ..................... .lOa 20,552.
b Less: accumulated depreciation ......................lOb 3,768.11 Investments - publicly traded securities ........................................12 Investments - other securities. See Part IV, line 11 ............................13 Investments - program-related. See Part IV, line 11 .............................14 Intangible assets .............................................................15 Other assets. See Part IV, line 11 ..............................................16 Total assets. Add lines 1 -through 15 (must equal line 34)17 Accounts payable and accrued expenses . ,., ....................................18 Grants payable ...............................................................19 Deferred revenue ...............................................................20 Tax-exempt bond liabilities ....................................................21 Escrow or custodial account liability. Complete Part IV of Schedule D ............22 Payables to current and former officers, directors, trustees, key employees,
highest compensated employees, and disqualified persons. Complete Part IIof Schedule L ...................................................
23 Secured mortgages and notes payable to unrelated third parties ..................24 Unsecured notes and loans payable to unrelated third parties ...................
75-3148958 Pagéll
(A) (B)Beginning of year End of year
396,733. 1 728,076.2
164,999. 3 192,929.
31,760, 4 109,718.. I
5
6
2,774,572. 7 1,582,195,A
SSETS
A
Ii.TE$
.. ...•. .. -. - . .-,, .,,,...L -4'-•• '-.
0... loci-Oc.
16,784,
3,368,064. 16 629,.702.
369,874. 17 900. 424.
181920
21
22
TASSETS0RFUNDBe
C
BAA
25 Other liabilities. Complete Part X of Schedule D ..................................979, 680.. 25 1,685,860,26 Total liabilities. Add lines 17 through 25 1.,34 9, 554. 26 2, 586,284.
Organizations that follow SFAS 117, check here - and complete lines . t
27 through 29 and lines 33 and 34..27 Unrestricted net assets ...........................................................713, 326. 27 —2,299,924.28 Temporarily restricted net assets .........................,. ,•,,..,, .............. 1, 305, 184. 28 2. 343. 342.
..29 Permanently restricted net assets ..................,. ................Organizations that do not follow SFAS 117, check here and completelines 30 through 34.
30 Capital stock or trust principal, or current funds ..................................31 Paid-in or capital surplus, or land, building, or equipment fund ...................32 Retained earnings, endowment, accumulated income, or other funds .............33 Total net assets or fund balances . ............... ...............................34 Total liabilities and net assets/fund balances....................................
TEEA0111 12/21(10
Form990(2010) Americans for Prosperity 75-3146958 Pae12
[Part Xij Reconciliation of Net AssetsCheck if Schedule O.contalns a response to any question in this Part XI ................................
1 Total revenue (must equal Part VIII, column (A), line 12) ................................................... 1 22,08:,O95.2 Total expenses (must equal Part IX, column (A), line 25) ....................................................2 24,064,187.
3 Revenue less expenses. Subtract line 2 from line 1 .............................................•,., 3 —1,975, 092.
4 Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) .........., ............r
6T
4 2,018,510..-5 Other changes in net assets or fund balances (explain in Schedule 0) ......................................5
6 Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equalPart X, line 33,column(B)). ....................,.,... ............... 43,418.
[-R^—̂rtXll Financial Statements and ReportingCheck if Schedule 0 contains a response to any question in this Part XI
. - . .JJYes No
1 Accounting method used to prepare the Form 990 fl Cash Accrual fl Other
If the organization changed its method of accounting from a prior year or checked 'Other,' explainin Schedule 0. ,. .
2a Were the organization's financial statements compiled or reviewed by an independent accountant? ........................2.a - Xb Were the organization's financial statements audited by an independent accountant' ....................................2b X -.
c If 'Yes' to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit,review, or compilation of its financial statements and selection of an independent accountant ? ...........................2c - XIf the organization changed either its oversight process or selection process during the tax year, explainin Schedule 0 r..
d If 'Yes' to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on aseparate basis consolidated basis or both
Separate basis Consolidated basis Both consolidated and separate basis
3a As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the SingleAudit Act and OMB Circular A-133' ..................................................................................3a X
b If 'Yes,' did the oranization undergo the required audit or audits? If the organization did not undergo the required auditor audits, explain why In Schedule 0 and describe any steps taken to undeto such audits . ............................. .3b -
BAA Form 990 (2010)
TEEA01I2 12121110
SCHEDULE D(Form 990)
Department of the Treasurytrrtemat Revenue Service
Supplemental Financial StatementsComplete if the organization answered 'Yes,' to Form 990,
Part IV, lines 6,7,8) 9, 10, 11, or 12.'- Attach to Form 990. 1, See separate instructions.
IS No. 1545-0047
2010lion numbcr
175-3148958or Acc6unts CompI
Americans for ProsperityPàtF Organizations Maintaining Donor Advised Fuñdsor Other Sim
the organization answered 'Yes' to Form 990, Part IV, line 6. (a) Donor advised funds (b)Funds and other accounts
1 Total number at end of year ..................2 Aggregate contributions to (during year) 3 Aggregate grants from (during year) 4 Aggregate value at end of year ................
5 Did the organization inform all donors and donor advisors in writing that-the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ...................... fl Yes No6 Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other
purpose conferring impermissible private benefit? .............................................................Yes No
I Part IF-1 Conservation Easements. Complete if the organization answered 'Yes' to Form 990, Part IV ., line 7.1 Purpose(s) of conservation easements held by the organization (check all that apply).
Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land areaProtection of natural habitat HPreservation of a certified historic structurePreservation of open space
2 Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on thelast day- ,of the tax year.
Held at the End of the Tax Yeara Total number of conservation easements ....................................................b Total acreage restricted by conservation easements ..........................................c Number of conservation easements on a certified historic structure included in (a) ..............d Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic
structure listed in the National Register 111
3 Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during thetax year '._____________
4 Number of states where property subject to conservation easement is located5 Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations,
and enforcement of the conservation easements it holds? ................................ . .................... LI Yes6 Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
7 Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year.$
UNO
8 Does each conservation easement reported on line 2(d) above satisfy the requirements of section170(h)(4)(B)(i) and section 170(h)(4)(B)(ii) 7 .................................................................. fl Yes No
9 In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and balance sheet, andInclude, if applicable, the text of the footnote to the organization's financial statements that describes the organization's accounting forconservation easements.
I PaiHlkI Organizations Maintaining Collections of Art, Historical TreasUres, or Other Similar Assets,Complete if the organization answered 'Yes' to Form 990, Part IV, line 8.
1 a If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works ofart, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide,in Part XIV, the text of the footnote to its financial statements that describes these items.
b If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art,historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide thefollowing amounts relating to these items:(i) Revenues included In Form 990, Part VIII, line 1 ,,.,,..,,. , ............................................... $_____________________(ii) Assets included in Form 990, Part X ............................. S .........................................
2 If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the followingamounts required to be reported under SFAS 116 (ASC 958) relating to these items:
a Revenues included in Form 990, Part VIII, line 1 ........ ........... ....................................... .......__________________b Assets included in Form 990, Part X ........................................................................ $
BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990. TEEA330I 11115/10 Schedule 0 (Form 990) 2010
Schedule (Form 990) 2010 Americans for Prösperit 75-3148958. Page or Other Similar Assets (continued)Part Ill- lflrnanizations Maintairiina Collections of Art.
3 Using the organizations acquisition, accession, and other records check any of the following that are a significant use of its collectionitems (check all that apply):
a Public exhibition dLoan or exchange programs
b Scholarly research e OtherC Preservation for future generations
4 Provide a description of the organization's collections and explain how they further the organization's exempt purpose inPart Xlv.
5 During the year, did the organization solicit or receive donations of art, hstoricãI treasures, or other similarsimassets to be sold to raise funds, rather than to be maintained as part of the organizations C011ec iofl .................. fl Yes' fl No
Part lvi Escrow and Custodial Arrangements. Complete if organization answered 'Yes' to Form 990, Part IV, line9, or reported an amount on Form 990, Part X, line 21.
1 a Is the organization an agent, trustee, custodian, or other intermediary for contributions or other assets notincluded on Form 990, Part X ...................................................... . ............. ..-.......... LI Yes No
b If 'Yes, explain the arrangement in Part XIV and complete the following table: -Amount
cBeginning balance ..................................... ................. .........v ........... ..._____________________________ciAdditions during the year ....................................................................... id
...e Distributions during the year .............. . ............. . .............. ............ ..........i.!fEnding balance ................................................................................ if ________
2a Did the organization Include an amount on Form 990, Part X, line 21?.,.,..,,,...,.............. .................. Yes No
b If 'Yes,' 61ain the arran qement in Part XIV...2.2 990, vart iv, line 10.back (d) Three years back (e) Four years back
',..-
... '.v;.c Net investment earnings gains ,'
and losses ......................_________________d Grants or scholarships .........e Other expenditures for facilities
and programs .................._____________________f Administrative expenses ...... ..________________g End of year balance ...........,.
2 Provide the estimated percentage of the year end balance held as:a Board designated or quasi-endowment 1, %
b Permanent endowmentc Term endowment
3a Are there endowment funds not in the possession of the organization that are held and administered for theorganization by: , , Yes No
(i) unrelated organizations .......................... .... ......................... ............... ...............3a(i)
(ii) related organizations ........................................................................................... 3aCii)b If Yes' to 3a(ii), are the related organizations listed as required on Schedule R 7 ....................................... 315
4 Describe in Part XIV the intended uses of the organization's endowment funds,aitYI I Land, Buildings, and Equipment, See Form 990, Part X, line 10
Description of investment (a) Cost or other basis I (b) Cost or other (c) Accumulated (ci) Book value(investment) basis (other) depreciation .
e if the organization aCurrent year I (b) Priori
1 a Beginning of year balance ......b Contributions .................
.'-: ?flfl:;!:laLand .......................................bBuildings ............................c Leasehold improvements ...................d Equipment. .. — . ....... 1.eOther ......................................
Total. Add lines 1 a through 1 e (Column (d) must equalBAA
20.552. 68.1 16.784.
Part X. column 16,784.
Schedule (Form 990) 2010
1EEA3302 12120110
i-i 990, Part X, line 1(b) Book value (c) Method of valuation:
Cost or end-of-year market value
Schedule D (Form 990) 2010 Americans for Prosperity 75-3148958 Page
(c) Method of valuationCost or end-of.yearmarket value
PartVllI Investments—Other Securities. See Form 990, Part :X, line(a) Description of security or category (b) Book value
(includirki name of securltv(1) Financial derivatives(2) Closely-held equity interests(3) Other --
******- --- -
------- ---
ffj ----------------------
-Total. (Column (b). must equal Form 990 Part-X, column (8) lino 12.)...I PartVlllI lnvestments—Proaram Related. (See
(a) Description of investment type
!
:: >Form 990. Part X. line 1
value
Total. (Column (b) must equal Form 990, Part line 15)- ............... ........ ....... ... ......... ..........I Liabilities. (iee t-orm u, vart A. line b)
(a) Description of liability (b) Amount(1) Federal income taxes(2)Payable to affiliate 1,685,860(3) -(4)(5)(6)
(9)(10) ..-(11)
Total. (Column (ii) must eiiiil Form 990. PartX, column (8) Iine2S)....... 1, 685 860. .'2. FIN 48 (ASC 740? Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports theorganization's liability for uncertain tax positions under FIN 48 (ASC 740).BAA TEE303 12120110 Schedule D (Form 990) 2010
Schedule D (Form 99O)2010 Americans for Prosperity 75-3148958 Page Pad:X11 Reconciliation of Change in Net Assets from Form 990 to Audited Financial Statements
1 Total revenue (Form 990, Part VIH,column (A), line 12) .......... ................ .............................2 Total expenses (Form 990, Part IX, column (A), line 25) ...........................................................3 Excess or (deficit) for the year. Subtract line 2 from line 1 ..........................................................4 Net unrealized gems (losses) on investments ....................................................................5 Donated services and use of facilities ....................................................• ........................6 Investment expenses ..........................................................................................7 Prior period adjustments .....................................................................................8 Other (Describe in Part XIV) ...............................,, ................... .....,..9 Total adjustments (net). Add lines 4 through 8 ...........................•.•. .......• .............................
10 Excess or (deficit) for the , yeoe per audited financial statements. Combine lines 3 and 9àrt Xli I Reconciliation of Revenue per Audited Financial Statements With Revenue per Return1 Total revenue, gains, and other support per audited financial statements ......................................12 Amounts included on line 1 but not on Form 990, Part VIII, line 12:a Net unrealized gains on investments ........................................... 2ab Donated services and use of facilities .............................................2bc Recoveries of prior year grants .................................................2cd Other (Describe In Part XIV) ...................................................... 2deAdd lines 2a through 2d ..................................................................................2e
3 Subtract line 2e from line 1 ..............................................................................34 Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a Investments expenses not included on Form 990, Part VIII, line 7b .................4ab Other (Describe in Part XIV.) ..................................................4bcAdd lines 4a and 4b ....................................................................................... 4c
5 Total revenue. Add lines 3 and 4c. (Ilifs, must equal Form 990, Part I, line 12.) 5art MILT -Reconciliation of Ex penses per Audited Financial Statements With Expenses per RetL1 Total expenses and losses per audited financial statements ..................................................2 Amounts included on line 1 but not on Form 990, Part IX, line 25:a Donated services and use of facilities . ....................................•.,., 2a -bPrior year adjustments .......................................................2bcOther losses .................................................................2cd Other (Describe in Part XIV.) ..................................................2deAdd lines 2a through 2d . ................................................................................
3 Subtract line 2e from line 1 ........................................ .............4 Amounts included on Form 990, Part IX, line 25, but not on line 1:
a Investments expenses not included on Form 990, Part VIII, line 7b ,....,.,..,, 4ab Other (Describe in Part Xlv.) ......................................... ,.........4lc Add lines 4a and 4b ................................................. ......
5 Total expenses Add lines 3 and 4c. This must egua(Form 990, Part!, line 18.) ....... ............ .....
Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part Ill, lines la and 4; Part IV, lines lb and 2b;Part V, line 4; Part X, line 2; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and th. Also complete this part to provide.ny additional information.
---The.Pt X. t9a evaluated its tax positions and determined it_hi9ns,
as of December ,.O '7 thrqu tax _.
are open for examination erfedal ingtax authorities.
24, 064, 187.—1,975,092.
—1.975.092
22
22, 089, 095.
22, 089,095.
24, 064, 187.
2e3 24,064,187.
4c5 1 24064187.
BAA TEEP3304 omin Schedule D (Form 990) 2010
Schedule D (Form 9O)2O1O Ameribans for Prósperity 75-3148958 Page 5
I Paft XIV. I Supplemental Information 'continuëd)
---- - - - - - - ---.- ------
BAA 1EEA3305 07/16/10 ScheduleD (Form 990) 2010
OMB No. 1545-0047
SCHEDULE G(Form 990 or 990-EZ)
Department of the TreasuryInternal Revenue Service
Name of the organization
Americans for Pro
Supplemental Information RegardingFundraising or Gaming Activities
Complete if the organization answeredYes' to Form 990, Part IV, lines 17, 18,or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a.
' Attach to Form 990 or Form 990-EZ. See separate Instructions.Employer Identification number
it 75-3148958
2010
--v Fundralsing Activities. Complete if the organization answered 'i' to Form 990, Part IV, line 17.art,. Form 990 .EZ filers are not required to complete this part.1 Indicate whether the organization raised funds through any of the following activities. Check all that apply.
a X Mail solicitations e Solicitation of non-government grantsb X Internet and email solicitations f Solicitation of government grantsc K Phone solicitations g Special fundraising eventsd X In-person solicitations
2a Did the organization have a written or oral agreement with any individual (including officers, directors, trustees or keyemployees listed in Form 990, Part VII) or entity in connection with professional fundraising services? .................... Yes No
b If Yes, list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundralser is to becompensated at least $5,000 by the organization. -- -
to -(vi) Amount paid to
in (or retained by)organization
(i) Name and address of individualor entity (fundraiser)
1- Melange Enterprises
2BMD
3 -
4
5
6
7
8
9
10
Total.............................3 List all states In which the ogar
or liceniii..
(ii) Activity I (iii) Did fundraiser (iv) Gross receipts I (or retaine
I have custody or control from activity fundraiser I
I_ofcontributions? column
IYes I No
78,000.
-. 13,551.
91,551.;tered or licensed to solicit contributions or has
49,000.
7.551.
29,000.
35,000.1d it is exempt from
BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-El Schedule G (Form 990 or 990-EZ) 2010- TEEA370I 01/13/11
REVENUE
1 Gross
(a) Bingo (b) Pull tabs/Instant (c) Other gaming (d) Total gamingbingo/progressive (add column (a)
bingo through column (c))
Schedule G (Form 990 or 990- )2010 .americans for Prosperity 75-3148958 Page2IPartlrj Fundraising Events. Complete if the organization answered 'Yes' to Form 990, Part IV, line 18, or
reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1and 6a. List events with gross receipts greater than $5,000.
(a) Event #1 I (b) Event #2 I (c) Other events (d) Total events
REVENUE
(add column (a)(event type) (event type) (total number)
through column (c))
D
RECT
EXPENsES
1 Gross receipts ..................,.....
2 Less: Charitable contributions .....
Gross Income (line 1 minus line 2) ...
4 Cash prizes .... ..... ......... .
5 Noncash prizes ........................
6 Rent/facility costs .....................
7 Food and beverages ...,.,:...•„-,..;,,.,
8 Entertainment.
9 Other direct expenses .................
10 Direct expense summary. Add lines 4- through 9 in column (d) ........... .”11 Net income summa". Combine line 3, column (d), and line 10 .• ..........................................Ili.J Gaming. Complete if the organization answered 'Yes' to Form 990, Part IV, line 19, or reported more than
$15,000 on Form 990-EZ, line 6a.
2 Cash prizes ..............................
3 Non-cash prizes .......................
4 Rent/facility costs .....................
5 Other direct expenses ................Yes % I lYes $ Yes
6 Volunteer labor .................... .... No No No 3g'^' "t ''.z "
7 Direct expense summary. Add lines 2 through 5 in column (d) ................
8 Net ilaminu income summary. Combine lines 1. column td) and line 7 ......................................
9 Enter the state(s) in which the organization operates gaming activities:a Is the organization licensed to operate gaming activities In each of these states? .................................... Yes Nob If'No,' explain;
10 a Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? 0Yes lJ No•b If 'Yes,' explain:
EDX
PREENCsT Es
BAA TEEA3702 01113/11 Schedule G (Form 990 or 990-EZ) 2010
Schedule G (Form 990 or 990-EZ) 2010 Americans for Prosperity 75-3148958 Page 311 Does the organization operate gaming activities with nonmembers? .............................................. .LI Yes
12 Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity formed toadminister charitable gaming' ................................................................................... LI Yes No
13 Indicate the percentage of gaming activity operated in:aThe organization's facility ...................................... 13abAn outside facility ..................................... ........................... ........ . .... .... ...... .. .lSb %
14 Enter the name and address of the person who prepares the organization's gaming/special events books and records:
Name '
Address
15 Does the organization have a contact with a third party from whom the organization receives gaming revenue? ......... Yes Nob If Yes,' enter the amount of gaming revenue received by the organization $_____________________ and the amount
of gaming revenue retained by the third party '- $.c If 'Yes,' enter name and address of the third party:
Name- . .
Address 1,
16 Gaming manager information
Name
Gaming manager compensation 1, $
Description of services provided
U Director/officer Employee fl Independent contractor
17 Mandatory distributions
a Is the organization required under state law to make charitable distributions from the gaming proceeds to retain thestategaming license? ...........................................................................................flYes No
b Enter the amount of distributions required under state law to be distributed to other exempt organizations or spent in theorganization's own exempt activities durfrg the tax year 1, $
itlVI Supplemental Information. Complete this part to provide the explanations required by Part I, line 2b,
columns (iii) and (v), and Part , lines 9, 9b, lOb, 15b, 15c, 16, and 17b, as applicable. Also completethis part to provide any additional information (see instructions).
BAA 1EEA3703 01/13111 Schedule G (Form 990 or 990-EZ) 2010
SCHEDULE J Compensation Information(Form 990) For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees- n,_- . - .,--------- _. r______ ,snn n...s n,Complete if me organizationanswered nes to rorm u, rdrL iv, ,iue L. d .Upen
Attach to Form 990. 11 See separate instructions.Employer Identification number
Itv - . 175-3148958
Department of the TreasuryInternal Revenue Service
of the organization
Iff
OMB No. 1545.0047
2010
arch
1 a Check the appropriate box(es) if the organization provided any of the following to or for a person listed in Form 990, PartVII, Section A, line la. Complete Part Ill to provide any relevant information regarding these items.
First-class or charter travel Housing allowance or residence for personal useTravel for companions. Payments for business use of personal residenceTax indemnification and gross-up payments Health or social club dues or initiation feesDiscretionary spending account Personal services (e.g., maid, chauffeur, chef)
b If any of the boxes on line la are checked, did the organization follow a written policy regarding payment orreimbursement or provision of all of the expenses described above? If No,' complete Part Ill to explain .................
2 Did the organizationrequire substantiation prior to reimbursing or allowing expenses incurred by all officers, directors,trustees, and the CEO/Executive Director, regarding the items checked in line 1 a 7 ......................................
3 Indicate which, if any, of the following the organization uses to establish the compensation of the organization'sCEO/Executive Director. Check all that apply.
Compensation committee Written employment contractIndependent compensation consultant X Compensation survey or study
X Form 990 of other organizations X Approval by the board or compensation committee
4 During the year, did any person listed in Form 990, Part VII, Section A, line la with respect to the filing organizationor a related organization:
a Receive a severance payment or change-of-control payment from the organization or a related organization? ............b Participate in, or receive payment from, a supplemental nonqualifled retirement plan? ....................................c Participate in, or receive payment from, an equity-based compensation arrangement? ..................................
If 'Yes' to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.
Yes I Noi;
lb
2
4a X4bl I X•4cl I X
Only section 501 (c)(3) and 501 (cX4) organizations must complete lines 5-9.
5 For persons listed in Form 990, Part VII, Section A, line la, did the organization pay or accrue any compensationcontingent on the revenues of
a The organization? ...................................................... • ............................................bAny related organization? ...........................................................................................
If 'Yes' to line 5a or 5b, describe in Part III.
6 For persons listed in Form 990, Part VII, Section A, line la, did the organization pay or accrue any compensationcontingent on the net earnings of:
aThe organization? ....... ..............................................................................bAny related organization? ...........................................................................................
If 'Yes' to line 6a or 6b, describe in Part III.
r
1':5a X5b!X
^0011.-
7 For persons listed in Form 990, Part VII, Section A, line la, did the organization provide any non-fixed payments notdescribed in lines 5 and 6? If 'Yes,' describe in Part III ................................................................7 X -
8 Were any amounts reported in Form 990, Part VII, paid or accrued pursuant to a contract that was subject to the initialcontract exception described in Regulations section 53.49138-4(a)(3)? If 'Yes,' describe in Part Ill ...........................8 - X
9 If 'Yes' to line 8, did the organization also follow the rebuttable presumption procedure described in Regulationssection53.4958-6c) ...... .. ......... ...... . ........................... ........ ................... ........... . ...... .9 - -
BAA For Paperwork Reduction Act Notice, seethe Instructions for Form 990. Schedule J (Form 990) 2010
TEEA4101 12(22/10
7
11
14
BAA
Schedule J (Form 990) 2010
5-3148958
PaitlLI Officers , Directors, Trustees, Key Employees, and Highest Compensated Employees. Use Schedule J-1 if additional space is needed.For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations described in the instructions onrow (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) must equal the applicable column (D) or column (E) amounts on Form 990, Part VII, line la.
(B) Breakdown of W-2 and/or 1099-MISC compensation (C) Retirement and (D) Nontaxable (E) Total of columns (F) Compensation
(A) Name (1) Base (i() Bonus and Incentive (iii) other other deferred benefits (B)(i)-(D) reported in priorcompensation compensation reportable compensation Form 990 or
compensation Form 990-EZ
(i) ____122, 057_ 51095__________ 0. ___ --_3, 748. a ___ 8 •324. 1 Tim Phillips çp 116 825. 48,905. 0. 3,602. 7,976. 177, 308. ^-- ^127, 00.4.
(I) ,__ 18L223____ - _.____ 0.- 5.-98. 19, 379. 34, 259.2 John Flynn i 136, 777. 0. - 0. -- 4,092. 4,388. 145, 257. 115 302.
C) 72L726_ ____ 7 ;443. 0. 2, 417. 6, 627. 89•213. 61L183_3 Alan Cobb ii 93,382. 9,557. 0. 3,076. 8,485. 114 500. 127 541.
() ____ 68 L800_ •_9 400.2,322. ______2x227. 82 .749. • 77L145_4 Philip Key en ̂i 91,200. 10,600. 0. 3,078. 2,953. 107,831. 97,156.
(i) ____ 67_604_ 12150_ 0. ______2J 389. ______2s 244. ___841 387_ ____ 23.y364_5 Steven Rorie an n 82,397. 14,850. 0. 2,921. 2,742. 102,910. 71,886.
C) _-_------ -----^--^_- --------- -------- --. --- -_--------- ----------
6 (ii)
::i::::::L::::::::::::i::I:I:::::::::::.::::::I::::I:tIIII.
_._ -
--I-----------f--- -
:i::::.:.t:::::::::::::::::::t:::::::::t::::::::tIIIILTIIF..,_..r----- --j ---- ------ ------ -_
TEEA4102 0712.0110 i Schedule J (Form 990) 2010
Schedule J (Form 990) 2010 Americans for Prosperity 75-3148958 Page I Part'Ill 1 Supplemental InformationComplete this part to provide the information, explanation, or descriptions required for Part I, lines la, lb, 4c, 5a, 5b, 6a, 6b, 7, and 8. Also completethis part for any additional information.
PtI Line 7 _m9gij to receive cry_cjL _________________
BAA Schedule J (Form 990) 2010
TEEA4103 07/20/10
SCHEDULE 0(Form 990 or 990-EZ)
Department of the TreasuryInternal Revenue ServiceName of the organization
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions onForm 990 or 990-EZ or to provide any additional information.
Attach to Form 990 or 990-EZ. .
acne No. 1545-0047
2010Open;t̀o, Public=,;.;:Inspectori'° Y
Employer identification number
75-3148958'
Pt VI-B, Line 15, .The. board for Americans for Prose_erity_ Foundation, a
_`------- related orccanization^_reviews comparative data in determining_-__-__
- ajr for the CEO and other key employees_------ ------------ ------------------
Pt VI-C, Line 19 Documents are provided_u-pon request_ _ _ _
Pt VI-B, Line lla The board is provided the 990 for review and questions ----------- -
--------- 2 to filing the return____ _"_._-____ ..___ . _ -j_ __--,
Pt VI-B,_ Line 12c The conflict of interest policy_is disclosed_in the employee _ -_-
__manual.__Em^lovees_a gree to inform management of-any ----_--__
changes that ma' arise_ There is currently no conflict _-
of interest agreement for board members.
Pt VI-A, Line 8b The O:ELanization had no committees during 2010.-____^_-_
--------------------- --- -...-------------- -_ ----- - ---- - • --------
BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ. ThEA4901 10/26,10 Schedule 0 (Form 990 or 990-EZ) 2010
0M13 No. 1545-0047
2010, Opei,tiPubllc: :- lnspe'tion':
Employer identification number-7c--i AQ QrQ
Related Organizations and Unrelated Partnerships- Complete if the organization answered 'Yes' to Form 990, Part IV, line 33, 34, 35, 36, or 37.
Attach to Form 990. b, See separate Instructions.Name of the organizationAmericans for ProspèrItvIPartI-1 Identification of Disregarded Entities (Complete if the organization answered 'Yes ' to Form 990, Part IV, line 33.)
SCHEDULE R(Form 990)
Department of the TreasuryInternal Revenue Service
(a) (b)(c) (d) (e) (1)Name, address, and EIN of disregarded entity Primary activity Legal domicile (state Total income End-of-year assets Direct controlling
or foreign country) I I I entity1L_292Q2----------------JEducate and mobilize2111 Wilson Blvd, Suite 350 Arlino-ton 22201]citizens IV
-—.-------------------------- ----
152 --------------------------------
- ----------------- --- -- --- ------.---1 IPart II Ildentification of Related Tax-Exempt Organizations (Complete if the organization answered 'Yes' to Form 990, Part IV, line 34 because it had
one or more related tax-exempt organizations during the tax year.)(a) (b)(c) (d) (e) (f) (g)
Name, address, and EIN of related organization Primary activity Legal domicile (state Exempt Code Public charity status Direct controlling Sec 51 2(bXl 3)or foreign country) section (if section 501 (c)(3)) entity controlled enti ty?
Yes No(1 iuericans for Prosperity Foundation 52-1527294 educate citizens
2111 Wilson Blvd., #350, Arlington VA222Ol DE 1501 (c) (3) public charity
-----------------------
----------------------------
----------*---.-.- ------
_.--------------------------
BAA For Paperwork Reduction Act Notice, see the Instructions for Form 990. TEEA5001 iviio Schedule R (Form 990) 2010
Schedule R (Form 990) 2010 Americans for Prosperity 75-3148958 Page 2
PartIIN II dentification of Related Organizations Taxable as a PartnershipCompIete if the organization answered 'Yes' to Form 990, Part IV, line 34because it had one or more related organizations treated as a partnership during the tax year.)
(a) (b) (c) (d) (e) (t) (g) (h) (1) Q) (Ic)Name, address, and EIN of Primary activity Legal Direct Predominant Share of total Share of Dispropor- Code V-UBI General or Percentas
related organization domicile controlling entity income (related, income end-of-year tionate amount in box managing ownership:(state or unrelated, excluded assets allocations? 20 of Schedule partner?
- foreign from tax under K-i ----
________country) sections 512-514) Yes I No (Form 1065) Yes I No
:pàIV.IIdentification of Related Organizations Taxableas a Corporation or Trust (Complete if thet organization answered 'Yes' to Form. 990, Part IV,- line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)
(a) (b)(c) (d) (e) (t) (g) (h)Name, address, and ElM of related organization Primary activity Legal domicile Direct Type of entity Share of total income Share of end-of-year Percentage
(state or foreign controlling entity (C corp, S corp, assets ownershipcountry) I or trust)
_i1
ji.---------------------. --------
BAA TEEAS002 2J07/10 Schedule R (Form 990) 2010
(a)Name of other organization (b) (0
(d)Transaction Amount involved Method of determining
type (a-r) I I amount involved
ti on 557, 623.1aotual
Schedule (Form 990)2010 Americans for Prosperity 75-3148958 Page 3
Pät VI Transactions With Related Organizations (Complete if the organization answered 'Yes' to Form 990, Part IV, line 34, 35, 35a, or 36.)Note. Complete line 1 if any entity is listed in Parts II, Ill, or IV of this schedule.During the tax year did the organization engage in any of the following transactions with one or more related organizations listed in Parts ll-IV?
a Receipt of (I) interest (ii) annuities (ill) royalties (iv) rent from a controlled entity . ......bGift, grant, or capital contribution to other organization(s) ........... ..,,,, . ......................................................................................c Gift, grant, or capital contribution from other organization(s) ............................................................................................................dLoans or loan guarantees to or for other organization(s) ...............................................................................................................e Loans or loan guarantees by other organization(s) .................................................................................................................
fSale of assets to other organization(s) ...........................................................................................................................gPurchase of assets from other organization(s) .....................................................................................................................hExchange of assets .................................... ..................................................................................................... ..1 Lease of facilities, equipment, or other assets to other organization(s) ........................ .....
j Lease of facilities, equipment, or other assets from other organization(s) .................................................................... ......k Performance of services or membership or fundraising solicitations for other organization(s) .................................................................. •I Performance of services or membership or fundraising solicitations by other organization(s) ...................................................................m Sharing of facilities, equipment, mailing lists, or other assets ............ ..... .; .................... • ...........nSharing of paid employees ...............................................• ...................................................................................
oReimbursement paid to other organization for expenses ..........................................................................................................p Reimbursement paid by other organization for expenses.. ................................ .............................................................................
q Other transfer of cash or property to other organization(s) . .........................................................................................................r Other transfer of cash or property. from other organization(s) ............... . ...... .........................................................
2 If the answer to any of the aboveis 'Yes see the instructions for information on who must comoletethis line. includino covered relationshios and transaction thresholds.
Yes No
la Xlb Xicitt Xle X
1 I X1 Xii X
ii x1k Xii.ml Xin
lo Xip
ri 3,434, 096.Iactual
Americans
Americans for Proseritv Foundation 007
BAA m5003 12JI10 Schedule R (Form 990) 2010
Schedule R (Form 990) 2010 Americans for Prosperity 75-3148958 Page 4
IPàrtYII Unrelated Organizations Taxable as a Partnership (Complete if the organization answered 'Yes' to Form 990, Part IV, line 37.)
though which the organization conducted mg exclusion for certain investment partnershir
(b) I (c) 1
Primary activity Legal domicile I Are all(state or foreign se
country) 501
than five percent of its activities (measured by total assets or grossV
(e) (f) (9) (h)Share of end-of-year Dispropor- Code V-UBI amount General or
assets tionate in box 20 of managingallocations? Schedule K-i partner?
Form (1065)
the following information for each entity taxed as a pI that was not a related oraanization Sae .Instructions
(a)Name, address, and EIN of entity
_________________
-- -------------------
J41______________________________
_ci--------------------------- ----
BAA TEEA5004 12/23/10 Schedule R (Form 990) 2010
Schedule R (Form 99)2O10 1½xhericans for Prosperity 753148958 Page 5I PàrtVIl .1 Supplemental Information
Complete this part to provide additional information for responses to questions on Schedule R- (see instructions).
BAA mA005 07/16110 Schedule R (Form 990) 200
Americans For Prosperity 75-3148958
Schedule 0 (Form 990), Supplemental Information to Form 990Form 990, Page 6 Line 17 (continued)
AlabamaAlaskaArizonaCali forniaColoradoConnecticutDistrict of ColumbiaFloridaGeorgiaIllinoisKansasKentuckyLouisianaMaineMarylandt4assachusettsMichiganMinnesotaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaRhode IslandSouth CarolinaTennesseeUtahVermontWashingtonWest Virginia S
Wisconsii S
Hawaii
FINANCIAL STATEMENTS ANDINDEPENDENT AUDITOR'S REPORT
AMERICANS FOR PROSPERITY
December 31, 2010
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITOR'S REPORT
FINANCIAL STATEMENTS
Balance Sheet 2
Statement of Activities 3
Statement of Cash Flows 4
Statement of Functional Expenses 5
Notes to Financial Statements 6
DOUGLAS COREY & ASSOCIATES, P.0CERTIFIED PUBLIC AccouNrF4Ts6601 LIrELE RIVER TURNPIKE, SUITE 440ALENDRIA, VIRGINL 22312(703) 354-2900 • F.x (703) 354-2606 E-L: [email protected]
INDEPENDENT AUDITOR'S REPORT
To the Board of DirectorsAmericans for Prosperity
We have audited the- accompanying balance sheet of Americans for Prosperity (a nonprofitorganization) as of December 31, 2010, and the related statements of activities, cash flows andfunctional expenses-for the year then ended. These financial statements are the responsibility of theOrganization's management. Our responsibility is to express an opinion on these financialstatements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted- in the UnitedStates of America, Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. An auditincludes examining, on a test basis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statement presentation. We believethat our audit provides a reasonable basis for our opinion. -
In our opinion, the financial statements referred to above present fairly, in all material respects, thefinancial position of Americans for Prosperity as of December 31, 2010, and the changes in its netassets and its cash flows for the year then ended in conformity with accounting principles generally'accepted in the United States of America. -
April 28, 2011
7(7
Current AssetsCash and cash equivalentsPledges receivableOther receivableDue from affiliate
$ 728,076192,929109,718
1,582,195
Total current assets 2,612,918
Property and equipment, net ofaccumuated depreciation of $ 3,768 16,784
Americans for ProsperityBalance Sheet
December 31, 2010(See Independent Auditor's Report and notes to financial statements)
Assets
$ 2,629,702
Liabilities and Net Assets
Current LiabilitiesAccounts payable and accrued liabilitiesPayable to affiliate
Total current liabilities
Net AssetsUnrestrictedTemporarily restricted
$ 900,4241,685,860
2,586,284
(2,185,134)2,228,552
43,418
$ 2,629,702
Americans for ProsperityStatement of Activities
For the year ended December 31, 2010(See independent Auditor's Report and notes to financial statements)
TemporarilyUnrestricted Restricted Total
Revenues and Other Support:ContributionsRegistration feesInterest on intercompany loanInterest incomeRefunds and other income
Net assets released from restrictions:Satisfaction of program restrictions
Total Revenues and Other Support
Expenses:Program expenses
State chapter activitiesNational
General and administrativeDevelopment
Total Expenses
Change in Net Assets
Net Assets, beginning of year
Net Assets, end of year
$ 10,715,440 $ 11,000,436 $ 21,715,876
9,979 - 9,979 357,623 - 357,623 38 - 38
5,579 - 5,579
10,077,068 (10,077,068) -
21,165,727 923,368 22,089,095
3,819,255 - 3,819,255
18,053,581 - 18,053,581
1,119,056 - 1,119,056
1,072,295 - 1,072,295.
24,064,187 - 24,064,187
(2,898,460) 923,368 (1,975,092)
713,326 1,305,184 2,018,510
$ (2,185,134) $ 2,228,552 - $ 43,418
3
Americans for ProsperityStatement of Cash Flows
For the year ended December 31, 2010(See Independent Auditor's Report and notes to financial statements)
Cash flows from operating activities:Change in net assetsAdjustments to reconcile change in net assets tonet cash provided by operating activities:
Depreciation(Increase) decrease in pledges receivable(Increase) decrease in other receivable(Increase) decrease in due from affiliateIncrease (decrease) in accounts payableIncrease (decrease) in due to affiliate
Net cash provided (used) by operating activities
Cash flows from investing activities:Fixed asset purchases
Net increase in cash and cash equivalents
Cash, beginning of year
Cash, end of year
Supplemental disclosures:
Cash paid during the year for:Income taxesInterest expense
4
$ (1,975,092)
3,768(27,930)(77,958)
1,192,377530,550706,180
351,895
(20,552)
331,343
396,733
$ 728,076
$$
sp
Americans for ProsperityStatement of Functional Expenses
For the year ended December 31, 2010(See Independent Auditor's Report and notes to financial statements)
Program Services Supporting Services
State Chapter National Ttl Program Mgmt and Develop- Ttl Supporting TotalActivities Activities Services General meat Services Expense
Communications, ads, media. $ 910,120 $ 10,043,458 $ 10,953,578Professional fees, consulting 225,183 3,578,303 3,803,486Printing, duplication 749,283 1,235,692 1,984,975Salaries 483,996 825,067 1,309,063Postage, courier, overnight 334,239 373,918 708,157Contractors 374,169 244,019 618,188Meetings, conferences and events 176,479 513,671 690,150Overhead allocated from affiliate - 152,926 152,926Travel 121,959 402,391 524,350Contributions/sponsorships 74,890 3,314 78,204Computers/IT service 19,673 140,397 160,070List rental 67,278 122,302 189,580Honoraria 73,500 129,860 203,360Legal and other professional fees 47,832 78,573 126,405Employee benefits 65,266 23,761 89,027Payroll taxes 51,979 33,193 85,172Intercompany interest expense - - -Equipment leasing and other rental 4,504 70,126 74,630Registration fees 11,643 15,898 27,541Office supplies and expense 6,764 37,886 44,650Miscellaneous 2,104 10,333 12,437Membership - 5,431 5,431Telecommunications 8,899 7,592 16,491Subscriptions and publications 9,495 1,702 11,197Depreciation - 31768 3,768Insurance - - -
$ 3,819,255 $18,053,581 $ 21,872,836
$ 250,358 $5,4626,165
152,3221,679
55,8801,717
244,6989,192
175,54020,981
23,91538,383
9,17084,630
3,4174,074
14,64715,500
23052
1,044$ 1,119,056 $ 1,072,295
$ 279,293 $ 11,232,871
23,301 3,826,787
155,710 2,140,685
499,430 1,808,493
70,270 778,427
113,226 731,414
7,069 697,219
431,249 584,175 36,623 560,973
176,532 254,736
71,730 231,800
19,999 209,579- 203,360
35,696 162,101
67,627 156,654
33,610 118,782
84,630 84,630- 74,630
31,142 58,683
9,587 54,237
23,488 35,925 17,828 23,259
2,155 18,646
112 11,309- 3,768
1,044 1,044
$ 2,191,351 $ 24,064,187
28,93517,839
149,545347,108
68,59157,346
5,352186,55127,431
99250,74919,999
11,78129,24424,440
27,7255,5138,8412,3281,925
60
5
Americans for ProsperityNotes to Financial Statements
December 31, 2010(See Independent Auditor's Report)
Note A - Nature of Organization
Americans for Prosperity (AFP) was incorporated on March 10, 2004. AFP is a nationwideorganization of citizen leaders committed to greater economic growth, opportunity, and prosperitythrough strong ethical foundations, government restraint and private sector productivity andcompetition. AFP mobilizes citizens to achieve fiscal and regulatory restraint by state governmentsand a return of the Federal government to its Constitutional limits. AFP's support comes primarilyfrom individual and business donors.
Note B - Summary of Accounting Policies
A summary of the significant accounting policies consistently applied in the preparation of theaccompanying financial statements follows.
1.Method of Accounting
AFP's financial statements have been prepared on the accrual basis of accounting in accordance withgenerally accepted accounting principles.
2. Financial Statement Presentation
AFP is required to report information regarding its financial position and activities according to threeclasses of net assets: unrestricted, temporarily restricted, and permanently restricted. For the yearended December 31, 2010, AFP had no permanently restricted net assets.
3. Revenue Recognition
Contributions received are recorded as unrestricted, temporarily restricted, or permanently restrictedsupport, depending on the existence and/or nature of any donor restrictions.
All donor-restricted contributions are reported as an increase in temporarily or permanently restrictednet assets, depending on the nature of the restriction. When a temporary restriction expires (that is,when a stipulated time restriction ends or a purpose restriction is accomplished), temporarilyrestricted net assets are reclassified to unrestricted net assets and reported in the statement ofactivities as net assets released from restrictions.
r1
Americans for ProsperityNotes to Financial Statements
December 31, 2010(See Independent Auditor's Report)
Note B - Summary of Accounting Policies, continued
4. Fixed Assets
Fixed assets are recorded at cost at the date of acquisition. They are depreciated on a straight-linebasis over the estimated useful lives of the assets, generally five years.
5.Functional Allocation of Expenses
AFP allocates its expenses on a functional basis among its various programs, general andadministrative, and development. Expenses that can be identified with a specific program, generaland administrative, and development are allocated directly according to their natural expenditureclassification. Other expenses that are common to both program functions and supporting servicesare allocated based on salary expenditures.
6.Advertising
AFP utilizes print, radio and television ads to increase their membership base and bring their missionto the public. These costs are expensed as incurred and totaled $11,232,871 for the year endedDecember 31, 2010. These costs are charged directly to the program they benefit.
7. Unconditional Pledges Receivable
Contributions are recognized when the donor makes a promise to give to the Organization that is, insubstance, unconditional. As of December 31, 2010, there were pledges receivable totaling$192,929.
8. Income Taxes
AFP is exempt from income taxes on all activities directly related to its exempt purpose under theInternal Revenue Service Code Section 501(c)(4). The Organization is liable for income taxes onunrelated business income. There was no taxable net unrelated business income for the year endedDecember 31, 2010. Accordingly, no provision for income taxes has been made in these financialstatements.
The Organization evaluated its tax positions and determined it has no uncertain tax positions as ofDecember 31, 2010. The Organization's 2007 through 2010 tax years are open for examination byfederal taxing authorities.
7
Americans for ProsperityNotes to Financial Statements
December 31, 2010(See Independent Auditor's Report)
Note B - Summary of Accounting Policies, continued
9. Cash and cash equivalents
For purposes of the statement of cash flows, APP considers all highly liquid instruments purchasedwith a maturity of three months or less to be cash and cash equivalents.
At various times during the period ended December 31, 2010 APP had more funds on deposit at onefinancial institution than the $250,000 insured by the Federal Deposit Insurance Corporation.Management regularly monitors the financial condition of the banking institution, along with theirbalances in cash and tries to keep these potential risks to a minimum.
10. Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principlesrequires management to make estimates and assumptions that affect certain reported amounts anddisclosures. Accordingly, actual results could differ from those estimates.
Note C - Date of Management's Review
In preparing the financial statements, the Association has evaluated events and transactions forpotential recognition or disclosure through April 28, 2011 the date that the financial statements wereavailable to be issued.
Note D - Property and Equipment
Property and equipment is as follows:
Vehicles $20,552Accumulated depreciation (3,768)
Net book value $16384
Depreciation expense for the year ended December 31, 2010 is $3,768.
Americans for ProsperityNotes to Financial Statements
December 31, 2010(See Independent Auditor's Report)
Note E — Temporarily Restricted Net Assets
Net assets were released from donor restrictions by incurring expenses satisfying the purposerestrictions specified by donors as follows:
Arizona chapter activitiesArkansas chapter activitiesCalifornia chapter activitiesColorado chapter activitiesFlorida chapter activitiesGeorgia chapter activitiesIllinois chapter activitiesKansas chapter activitiesMaine chapter activitiesMaryland chapter activitiesMichigan chapter activitiesMissouri chapter activitiesNebraska chapter activitiesNevada chapter activitiesNew Hampshire chapter activitiesNew Jersey chapter activitiesNorth Carolina chapter activitiesNorth Dakota chapter activitiesOhio chapter activitiesOregon chapter activitiesPennsylvania chapter activities*South Carolina chapter activitiesSouth Dakota chapter activitiesTexas chapter activitiesVirginia chapter activitiesWashington chapter activitiesWisconsin chapter activities
$ 73,761111,33920,63770,55231,14119,07998,390
475,2242,635
286,95162,29939,422
125,43622,340
170,037477,033222,558
2549,190
165,61960740
10065,27571,20167,685
282,081
W
Americans for ProsperityNotes to Financial Statements
December 31, 2010(See Independent Auditor's Report)
Note F - Temporarily Restricted Net Assets continued
HealthcareHot Air TourMembershipSick of SpendingNovember is ComingSpending RevoltNovember Speaks
2,343,990100,291510,217178,834
3,333,056600,000
23$10,07 0 8
Temporarily restricted net assets at December 31, 2010 are available for the following purposes:
Arizona chapter activitiesCalifornia chapter activitiesColorado chapter activitiesFlorida chapter activitiesIllinois chapter activitiesKansas chapter activitiesMichigan chapter activitiesMissouri chapter activitiesNebraska chapter activitiesNew Jersey chapter activitiesOklahoma chapter activitiesOregon chapter activitiesTennessee chapter activitiesTexas chapter activitiesTime restrictions (pledges receivable)
$ 79,662184,94140,07797,131
115,728563,772148,219
5,5212,196
627,234114,881
4,7975,000
46,464192,929
$2,228,552,
10
Americans for ProsperityNotes to Financial Statements
December 31, 2010(See Independent Auditor's Report)
Note G - Line of Credit
APP has an available line of credit of $500,000 with a fixed interest rate of 5%. There were nooutstanding draws on the line as of December 31, 2010.
Note H - Affiliated Organization
APP operates under an affiliation agreement with Americans for Prosperity Foundation (AFPF).The agreement addresses shared personnel, shared office space and facilities, and shared overheadcosts. The shared expenses are allocated based on direct compensation and actual usage. Inaccordance with the agreement, the balance due to or from AFPF must be settled on a quarterly basis.If the balance is not settled, interest accrues on the outstanding balance at one-percent per month.Occupancy, salaries, and administrative expenses allocated to AFP from AFPF totaled $3,264,836for the year ended December 31,2010. Interest expense charged to AFP on the amount due to AFPFtotaled $84,630 for the year ended December 31, 2010.
AFP makes loans to AFPF on a periodic basis. The total due from AFPF to AFP as of December 31,2010 was $1,582,195. This amount includes interest charged to AFPF totaling $357,623.
Note I - Major Donors
During the year ended December 31, 2010, APP received $4,000,000 from one donor, whichaccounts for 18% of total support for the period.
Note J - Related Party Transactions
During the year ended December 31, 2010, contributions from board members totaled $410,000.
Note K - Contributed Services
Many volunteers have contributed numerous hours of administrative, maintenance and fund raisingservices to the Organization. However, these hours do not meet the requirements to be recorded asrevenue and expense under SFAS 116.
11
Americans for ProsperityNotes to Financial Statements
December 31, 2010(See Independent Auditor's Report)
Note L - Direct Mail Costs
During the year ended December 31, 2010, AFP incurred direct mail costs of $655,152. These costshave been reported as part of development and membership dxpenses.
Note M - State Chapter Activities
For the year ended December 31, 2010, expenses by State chapter are as follows:
ArizonaAikansasCaliforniaColoradoFloridaGeorgiaIllinoisKansasMaineMarylandMichiganMissouriNebraskaNevadaNew HampshireNew JerseyNorth CarolinaNorth DakotaOhioOregonPennsylvaniaSouth CarolinaSouth DakotaTexasVirginiaWashingtonWisconsin
Total State chapter activities
$ 73,761146,32120,63770,55231,14136,92998,390
475,2243,253
455,96662,29939,422
125,436142,588179,619477,032479,687
2549,932
165,61960740
10065,275
127,46792,749
399,184
$38 19255
12
Apierieans for ProsperityNotes to Financial Statements
December 31, 2010(See Independent Auditor's Report)
Note N - Disregarded Entity
AFP is the sole owner of an LLC, which is a disregarded entity for tax purposes. As such, anyactivity in the LLC or assets owned by the LLC is recorded in the accompanying financialstatements.
Note 0—Unrestricted Net Asset Deficit
The accompanying balance sheet shows a deficit balance in unrestricted net assets. As of the date ofthese financial statements, the unrestricted change in AFP's net assets was sufficient to eliminate thisdeficit.
13
V - 1'•H
- VI
I'I
4(j