cwcs founding documents

Registry of Charitable Trusts P.O. Box 903447 Sacramento, CA 94203-4470 Teleplione: (916)445-2021

WEBSITE ADDRESS: http://aq.ca.gov/charities/

RECEIVED Momey General's <^ce

INITIAL . . REGISTRATION " ^ STATE OF CALIFORNIA ReOgH- ,

OFFICE OF THE ATTORNEY ~

^ ^ 0 1 8 7 3 3 3

REGISTRY OF CHARITABLE TRUSTS (Government Code Sections 12580-12599.7)

NOTE: A $25.00 REGISTRATION FEE MUST ACCOMPANY THIS REGISTRATION FORM. MAKE CHECK PAYABLE TO DEPARTMENT OF JUSTICE.

Pursuant to Section 12585, registration is required of every trustee subject to the Supervision of Trustees and Fundraisers for Charitable Purposes Act within thirty days after receipt of assets (cash or other forms of property) for the charitable purposes for which organized.

Every charitable (public benefit) corporation, association and trustee holding assets for charitable purposes or doing business in the State of California must register with the Attorney General, except those exempted by California Government Code section 12583. Corporations that are organized primarily as a hospital, a school, or a religious organization are exempted by Section 12583.

Name of Organization: Citizens of the Worl(j Charter Schools

The rianie of the organization should be the le igial hariie as stated in tl!¥ organization's organizing instrument (i.e., articles of incorporation, articles of association, or trust instrument).; >

Official Mailing Address for Organization:

Address: 5371 Wilshire Blvd, Suite 210 City: Los Angelas

state: CA

ZIP Code: 90036

Organization's telephone number: (323) 934-5540 Organization's e-mail address:

Organization's fax number:

Organization's website:

All organizations muistapply foija Federal Employer ldentificati^-Num including organizations that have a group exemption or file group returns.

Federal Employer Identification Number (FEIN):

45-2823612 Group Exemption FEIN (if applicable):

;AI| California corporations and fprelgn.corpiaratlons that haye qualified to do business in.cllifornia Will have a corporate number. Unincorporated organizations are assigned an organization number by the Franchise fax Board upon application for Califomia tax exemption. . a > j

Corporate or Organization Number: C3395511

CT-1 REGISTRATION FORM (6/2007)

http://aq.ca.gov/charities/

Citizens of the World Charter Schools c/o Krupa Desai 5371 Wilshire Blvd, Suite 210 Los Angeles, CA 90036

EXHIBIT A

Names. Positions, and Addresses of All Directors and Officers

GT-l REGISTRATION FORM

Name Title Mailing Address

J. Kristean Dragon President 5371 Wilshire Blvd, Suite 210 Los Angeles, CA 90036

Krupa Desai Secretary and Chief Strategy Officer

5371 Wilshire Blvd, Suite 210 Los Angeles, CA 90036

Tamikka Claybrook Chief Financial Officer 5371 Wilshire Blvd, Suite 210 Los Angeles, CA 90036

Christopher Forman Director 5371 Wilshire Blvd, Suite 210 Los Angeles, CA 90036

Mark Gordon Director 5371 Wilshire Blvd, Suite 210 Los Angeles, CA 90036

Cam Starrett Director 5371 Wilshire Blvd, Suite 210 Los Angeles, CA 90036

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Names and addresses of ALL trusteies or directors and officers (attach a list if necessary):

Name See Exhibit A Position

Address

City State ZIP Code

Name Position

Address

City State ZIP Code

Name Position

Address

City State ZIP Code

Name Position

Address

City State ZIP Code

Name

Address

City State ZIP Code

Describe the primary activity of the organization. (A copy of the material submitted with the application for federal or state tax exemption will normally provide this information.) If the organization is based outside California, comment fully on the extent of activities in California and how the California activities relate to total activities. In addition, list all funds, property, and other assets held or expected to be held in California. Indicate whether you are monitored in your home state, and if so, by whom. Attach additional sheets if necessary.

See Exhibit B

The organization will be required to file financial reports annually. All organizations must file the Annual Registration/Renewal Fee Report (R|F-1) within four mq n t ^ da^s aftefithe end.of the orgahizaticihJs accounting period. Organizations with $25,000 or more'in either gross receipts or total assets aire also requfred to file either the IRS Form 990, 990-EZ, or 990-PF. Forms can be found on the Charitable Trusts' websitesat http://aq.ca.qov/charlties/.

If assets (funds, property, etc.) have been received, enter the date first received:

Date assets first received: Janua ry 4, 2 0 1 2 Registration with the Attorney General is required within thirty days of receipt of assets.

What annual accounting period has the organization adopted?

• Fiscal Year Ending June 30 • Calendar Year


http://aq.ca.qov/charlties/

Attach your founding documents as follows:

A) Corporations - Furnish a copy of the articles of incorporation and all amendments and current bylaws. If incorporated outside California, enter the date the corporation qualified through the California Secretary of State's Office to conduct activities in California. see Exhibits c and D

B) Associations - Furnish a copy of the instrument creating the organization (bylaws, constitution, and/or articles of association).

C) Trusts - Furnish a copy of the trust instrument or will and decree of final distribution.

D) Trustees for charitable purposes - Furnish a statement describing your operations and charitable purpose.

Has the organization applied for or been granted IRS tax exempt status Yes ^ No •

Date of application for Federal tax exemption:

Date of exemption letter: Exempt under Internal Revenue Code section 501(c) Yes

If known, are contributions to the organization tax deductible? Yes E l No •

Attach a copy of the Application for Recognition of Exemption (IRS Form 1023) and the determination letter Issued by the IRS.*

Does your organization contract with or otherwise engage the services of any commercial fundraiser for charitable purposes, fundraising counsel, or commercial coventurer? If yes, provide the name(s), address(es), and telephone number(s) of the provlder(s): no

Commercial Fundraiser • Fundraising Counsel • Commercial Coventurer I I

Name

Address

City State ZIP Code

Telephone Number

Commercial Fundraiser I I Fundraising Counsel I I Commercial Coventurer I I

Name

Address

City State ZIP Code

Telephone Number

Commercial Fundraiser Q Fundraising Counsel O Commercial Coventurer I I

Name

Address

City State ZIP Code

Telephone Number

I declare under penalty of perjury that I have examined this registration form, including accompanying documents, and to the best of my knowledge and belief, the form and each document are true, correct, and complete.

Signature jUlg Krupa Desai, Secretary Date.

If additional informatiori is required, please refer to the Supervision of Trustees and Fundraisers for Charitable Purposes Act (Government Cpde.sections 12580-12599.7), the Administrative Rules and Regulations pursuant to the'Act (California Code of Regulations, Title 11, Sections 300-312.1).

If you have questions rSgardihg'registratibn; or need assistance, information is available on our website at http://aq.ca.30v/charities/ or ygu catitreach us by telephone at (916) 445-2021 or fax at (916) 444-3651.

*See Exhibits E & F



CT-1 REGISTRATION FORM

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

EXHIBIT F

TABLE OF EXHIBITS

Names, Positions, and addresses of All Directors and Officers

Primary Activity of the Organization

Conformed Copy of Articles of Incorporation

Copy of Certified Bylaws

Copy of Application for Recognition of Exemption (IRS Form 1023)

Copy of IRS Determination Letter

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CT-1 REGISTRATION FORM

E X H I B I T S

Pr imary Activity of the Organization

Citizens of the World Charter Schools (the "Corporation") was incorporated on July 22, 2011 as a California nonprofit public benefit corporation. The Corporation is organized and will be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The specific purpose of the Corporation is to facilitate the creation and operation of new nonprofit public charter schools through planning, fundraising, academic support and planning, evaluations, and facilities acquisition and development. One of the primary goals of the Corporation is to provide an excellent public education that is academically rigorous, is socioeconomically, racially, and culturally diverse, and builds community both within and outside of the school.

Today, educational inequity persists along economic and racial lines, in large part because our public schools remain segregated. It limits the life prospects of the 14 million children growing up in poverty in the United States today and disproportionately impacts African-American, Latino/Hispanic, and Native American children, who are three times as likely to live in a low-income area. As a result, they are more likely to lack adequate health care, nutrition, housing, access to high-quality preschool programs, and suffer the ill effects of low academic expectations and discrimination. The Corporation intends for its affiliated schools to have an immediate beneficial impact on these underserved minorities by providing a high-quality kindergarten through high school education. Our future world leaders will need to engage in cooperation, dialogue and debate across racial, ethnic, economic and national boundaries. The Citizens of the World Charter Schools will strive to build its students' capacity to be future world leaders - nothing less.

The Corporation intends to develop a national school system of public, nonprofit, tax-exempt charter schools - the Citizens of the World Charter Schools - which will focus on serving diverse neighborhood communities and providing a high-quality education for all students. With exceptional leadership at all levels and opportunities to participate in interactive, rigorous learning experiences with students from all backgrounds, this model, as detailed below' under "Organizational Structure," will prepare students for success in college, a diverse society, and a global economy. In addition, by offering a viable public school option in these neighborhoods, the Corporation will bring community involvement back into the public school system, and will lift their African-American, Latino/Hispanic, and Native American populations out of a cycle of poverty.

The Corporation expects to supply educational, financial, managerial and administrative support to these public charter school affiliates, which the Corporation intends to help organize under the cohesive organizational structure described below. The Corporation will guide the growth and development of regional boards to oversee these groups of local public charter schools. The Corporation will provide support and leadership to these affiliate public charter schools in the areas of strategic planning and growth, real estate acquisition and development, educational research and development, evaluation, fundraising and governance issues.

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Citizens of the World Charter Schools CT-1 REGISTRATION FORM c/o Krupa Desai 5371 Wilshire Blvd, Suite 210 Los Angeles, CA 90036

Finally, in furtherance of its exempt purposes and subject to the control and oversight of • the Board of Directors of the Corporation (the "Board"), the Corporation may make grants to its affiliated public charter schools, or to other organizations organized and operated exclusively for charitable and/or educational purposes within the meaning of Code Section 170(c)(2)(B), which have received an IRS determination of their exemption from federal income taxation pursuant to Code Section 501(c)(3). For additional information regarding the Corporation's grantmaking program, please see Exhibit F.

Organizational Structure

The cutting-edge governance structure of the charter school network that the Corporation will develop will ensure high quality, empowered local leadership, and cost-efficiencies. The organizational structure will be comprised of three entities: the Corporation, regional "Clusters" (which will house one or more local groups of elementary, middle and high schools, or "K-12 Groups"), and a Member Services Organization to provide support services. The Corporation has developed a common structure for the Citizens of the World Charter Schools, as described herein, and will provide appropriate financial oversight across the system.

The Corporation

The Corporation will serve as the national organization to (i) guide the growth and development of the Clusters, the K-12 Groups and the schools and (ii) ensure that the fundamentals outlined above - academic rigor, diversity, community engagement and talent -are factored into the system at every level. The Corporation will facilitate the creation and operation of new nonprofit, public charter schools through planning, fundraising, academic support and plarming, evaluations, and facilities acquisition and development. The Corporation intends to provide its services at no cost.

The staff of the Corporation is expected to be kept relatively small, even as the number of schools increases, both to avoid an overly bureaucratic national management model, and to empower local communities and leaders to implement the Citizens of the World model. The Board currently includes three committed public education experts, and is expected to be expanded over time to include experts in strategy, operations, education, fundraising, law, real estate, entertainment and more. Descriptions of the Board's qualifications are included in Exhibit D and resumes for each director are attached thereto. The Corporation is expected to serve as the sole corporate member of each Cluster. While the Corporation itself will not hold any charters to operate schools, the Corporation is expected to have the authority to recommend and approve major school policies, including budget, curriculum, admissions procedures, student conduct, school calendars and dispute resolution procedures. No Board member will be compensated by the Corporation or any other component of the Citizens of the World Charter Schools system. The Corporation intends to provide its services to the Clusters, K-12 Groups, and schools at no cost.

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Regional Clusters/K-12 Groups/Schools

Clusters will be 501(c)(3) tax-exempt, nonprofit organizations locally governed by regional boards of directors intended to incorporate local talent and leadership. Members of each such regional board will be selected by in accordance with the laws of the local jurisdiction. Each Cluster will be made up of one or more "K-12 Groups" (as defined below), and in most cases will operate with two to three K-12 Groups under its direction. The board meetings of Clusters are expected to be held in the local community and be open to the general public. The board of the each Cluster will determine whether an advisory committee is desired. The K-12 Groups and the individual schools are not expected to be housed in legal entities distinct for tax purposes from the applicable Cluster. A K-12 Group is the kindergarten through grade 12 continuum for a community. A typical K-12 Group will have two elementary schools (grades K-5), one middle school (grades 6-8) and one high school (grades 9-12). Admission/registration forms for the schools have not yet been developed. K-12 Groups will be run by the Executive Director of the applicable Cluster, who will be responsible for leading the regional strategy, in partnership with the Cluster board, as well as the day-to-day management of the Cluster. The Corporation's role in the selection of the Executive Director of the Clusters has not been finalized, and may differ among the Clusters. The Corporation may conduct the initial executive search, reserve the right of final approval, or otherwise participate in the selection process.

Each Citizens of the World school within a K-12 Group will have a high degree of autonomy and will be primarily operated by its Principal. Principals, teachers and other school personnel will be employees of the applicable Cluster. The Principal at each site will report to the Executive Director of the applicable Cluster. Principals will be selected by the Executive Director of the applicable Cluster in consultation with the board of directors of such Cluster, will have the responsibility for the day-to-day operations of the school, and will have the authority to hire and terminate school administrators, teachers and similar key personnel.

Pursuant to the form Intellectual Property License Agreement attached hereto as Exhibit H, schools will be required to include "Citizens of the World" in their names. No fees will be required for the use of such name, but no school will have the right to retain the name should they exit the Citizens of the World Charter Schools system. Each school will be required to observe the "CWC Fundamentals" of the Citizens of the World Charter Schools model, as defined in the Intellectual Property License Agreement. At the same time, each school will be empowered to innovate as they identify and adapt to unique local needs. In addition, funds raised by the schools will be kept by such schools.

Member Services Organization

The Corporation intends to assist the Clusters in structuring a national support services organization to be led by the regional leaders of the Clusters. It is expected that each Cluster will serve as one of the members of such "Member Services Organization" ("MSG"), which is expected to be formed as a nonprofit, 501(c)(3) tax-exempt corporation intended to qualify as a 509(a)(3) supporting organization, exclusively for the benefit of, to perform certain functions of, and to carry out the purposes of its 501 (c)(3) members. In the alternative, the MSG may be formed as a joint venture taxable as a pass-through entity (a partnership or a limited liability

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company). The Citizens of the World Charter Schools structure does not include or foresee the inclusion of any for-profit entity, other than any required third-party service providers not related to the Corporation, the Clusters, the MSO, or any of their respective officers and directors. Please also note the Corporation's Conflict of Interest Policy attached to Exhibit D. The costs of the services provided by the MSO will be borne by the Clusters, K-12 Groups and schools receiving the benefit of such services, without subsidy from the Corporation. Because the Clusters will control the MSO, the Corporation does not foresee a management or administrative services agreement being necessary between the MSO and the Clusters, K-12 Groups or schools that it will serve, although one may be entered into in the discretion of the MSO's members. The MSO is expected to be compensated at its cost for the goods and services provided to its members.

The MSO will enable the schools to purchase goods and services as needed. This unique aspect of the Citizens of the World Charter Schools structure removes several operational functions and associated costs from the Corporation, and ensures that the needs of local leaders are more directly driving the scope, scale, negotiation and pricing of such support services and goods. Clusters, K-12 Groups and schools will contract and pay only for the level of support they need. Through competitive bidding processes and the MSO's ability to leverage the buying power of the Clusters, K-12 Groups and schools, the Corporation believes that the Citizens of the World Charter Schools system will be able to both reduce the costs associated with employee benefits, insurance, telecommunications, office supplies, etc., and allow school Principals to remain focused on student achievement and community engagement. The Board does not expect to be actively involved in the oversight of the MSO. The MSO will have no right to attend or vote at either Cluster or Corporation board meetings, and the MSO will not serve as the liaison between the schools and the chartering authorities. The Corporation, the Clusters and the MSO will abide by any reporting requirements the schools may have with respect to their respective chartering authorities.

Initial Launch

The initial group of schools are expected to be open for classes beginning in the fall of 2012. These future schools are in the process of submitting their charter applications, and a detailed curriculum remains in development.

The Corporation intends to open no less than four regional Clusters between 2012 and 2016 and will remain open to opportunities to expand beyond this initial growth plan. Each Cluster will contain at least two K-12 Groups and serve over 4,200 students at full enrollment. At a minimum, the Corporation plan to serve nearly 17,000 children K-12 when all four initial Clusters reach maturity, making the Citizens of the World Charter Schools network comparable to a small to medium-sized school district and the largest mixed-socioeconomic and mixed-race charter network in the country.

Fiscal Matters

The financial health of the Citizens of the World Charter Schools relies in part on philanthropic support to sustain operations. The Corporation expects to remain relatively lean to

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reduce its funding needs as much as possible, as it will not receive fees or other payments from the Clusters, K-12 Groups or schools for the services it provides.

The Corporation is herein applying for status as a public charity, and belieyes that it will be able to attract broad public support from private donors and foundations. The Corporation believes the activities it will conduct - research & development, facilities, advocacy, growth and capacity - will resonate with funders and will be fundable over the long-term.

Given the planned diverse socio-economic makeup of the of Citizens of the World Charter Schools' student population, the schools will benefit from community fundraising in a way that is not feasible for a typical all low-income school. The schools are expected to be able to operate financially independently on a combination of state funding, community and parent contributions, and the services expected to be provided at no cost to them by the Corporation.

Lobbying Activities

The Corporation may seek to serve as a leading advocate for charter schools, educational reform and innovative educational practices. The Corporation may advocate for legislative reform to allow for school choice in all states and to ensure that students from all socio-economic and racial backgrounds have access to quality public schools across the nation. However, not more than an insubstantial part of the Corporation's activities will constitute the attempt to influence legislation by propaganda or otherwise, within the meaning Of Treasury Regulation 1.501(c)(3)-l(c)(3)(ii).

Public Support and Board Oversight

To support its activities, the Corporation plans to raise funds by personal solicitations, solicitations by email and phone, and by accepting donations via the Corporation's forthcoming website (currently under construction). The Corporation intends to comply with all applicable substantiation and disclosure requirements, along with other applicable laws, with respect to its fundraising activities.

Lastly, to ensure that the Corporation is carrying out its exempt purposes, the Board expects to meet at least quarterly to evaluate the performance of the Corporation and its officers. The Board will also provide oversight over fiscal matters and contribute to the development of policies to help ensure that the Corporation fulfills its charitable and educational purposes.

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ENDORSED - FILED in thd office of the Secretary of State

A R T I C L E S O F 3 N C O S P O R A T I O N of the State of California

O F J U L 2 2 E 0 t l

C I T I Z E N S O F T H E W O R L D C H A R T E R S C H O O L S

L

The name of the corporation is: Citizens of fiie World Charter Schools

U .

A. The corporation is a nonprofit public benefit corporadon and Is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for public and charitable purposes,

B. The specific purpose of file corporation is to facilitate the creation and operation of new nonprofjtschools tfarou^ planning, fbndraising, academic support and planning, evaluations, and facilities acquisition and development Additionally, the corporation may engage in any activifies that are reasonably related to or in fortherance of its stated ediicattonal, charitable and public purposes, or in any other charitable activities.

C. The corporation is organized and operate exclusively for educational and charitable purposes within the meaning of Section 501(cX3) ofthe Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (the "Code"),

D. In fiufherance of its purposes, flie corporation shall have all fliegeneial powers enumerated in Sections 5140 and 5141 of the California Nonprofit Public Benefit Corporation Law, as now in effect or as may hereafter be amended, together with the power to solicit grants and contributions for such purposes.

m.

The name and address in California of the corporation's initiai agent for service of process are:

Eugene Straub 5371 Wilshire Boulevard, Suite 210

Los Angeles, California 90036

r v .

Tlie corporadon shall have no members.

38SS895J

V.

A No substanUal part of the activities of the corporation shall consist of carrying on C w T ^ m r?-!" to influence legislation (except as otherwise permitted by Section 501(h) ofthe Cot e and in any corresponding laws of the State of California), and the ^ q j o y on sh ll not participate in or intervene in any political campaign (inciudinglhc S i c o X ' of statements) on behalf of, or in opposition to. any candidate for

«nriv« A , ^ if any, as the corporation is treated as a pnvate fotmdation" pursuant to Section 509 ofthe Code, the directors must distribute the

coloration s income at such time and in such manner so as not to subject the corporation to tax ^der Section4942of the Code,and the coqôrationis êlf-dealmg J s defmed in Section 4941(d) ofthe Code), fiom retaining a n y S s b u s t o

under Section 4943 of the Code, from investmg any amount in such a manner so as to subiect the coiporation to tax t^der Section 4944 ofthe Code, fix)m not removing fr^êopi^^ toablepeiiodanymvestmentuponwWchanimt^^ Code, and from mzkmg any taxable expenditures (as defmed in Section 4945(d) ofthe Code).

C. Notwithstanding any otherprovision of these Articles of Incorporation the coloration shall not directly or indirectly cany on any activity which would p S S t f r L

S Ae c S f ^ ' contributions to which are deductible mder Section

VI.

• «irrevocably dedicated to educational and charitable • s r . / t ® H ® by Section 214 ofthe Califomk

h l ^ ^ r ; " ' of corpomtionS ever u ^ l n I ^.di^^^tor, officer, or member thereof or to the benefit of any private person. Upon the dissolution or windingnp ofthe corporation, its assets remaining Her

J f l T f ^ ^ ^ o f c p r p o i a t i o S f b e distributed to a nonprofit&nd, foundation, or coxporation which is orgaLed and operated

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its tax exempt status under Section 501(c)(3) ofthe Code.

Dated: July 22,2011

Incorporator

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t f a n s c m ( H o f _ J 2 i _ _ pagefs) tea,fun. tmestxicoirect copy 67Uw wJ Tal fwofd In ihs cuslodj' of fte California Secf«6(yofStale'soffice.

JUL a 5 2011

Data

DSBRABOWEN, Secrelary of State

BYLAWS OF

CITIZENS OF THE WORLD CHARTER SCHOOLS

A California Nonprofit Public Benefit Corporation

ARTICLE 1. CHARITABLE PURPOSES

Section L General Purpose. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law (the "Law") for charitable purposes.

This corporation is organized and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future United States internal revenue law (the "Code"). Notwithstanding any other provision of these Bylaws, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not cairy on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Code Section 501(c)(3), or (b) by a corporation, contributions to which are deductible under Code Section 170(c)(2).

Section 2. Specific Purpose. The specific purpose ofCitizens of the World Charter Schools is to facilitate the creation and operation of new nonprofit schools through planning, fiindraising, academic support and planning, evaluations, and facilities acquisition and development. Additionally, the corporation may engage in any activities that are reasonably related to or in furtherance of its stated educational, charitable and public purposes, or in any other charitable activities.

. ARTICLE n . OFFICES

Section 1. Principal Office. The principal office of the corporation for the transaction of the business of the corporation shall be fixed and located at such place within or without the State of California as the Board of Directors (the "Board") shall determine. By resolution, the Board is granted full power and authority to change such principal office from one location to another.

Section 2. Other Offices. Branch or subordinate offices may be established at any time by the Board at any place or places.

ARTICLE m . NO MEMBERS

The corporation shall have no members within the meaning of Section 5056 of the Law. Any action which otherwise would require approval of the members shall require approval only of the Board.

ARTICLE rV. DIRECTORS

Section 1. Powers. Subject to the limitations of the corporation's Articles of Incorporation (the "Articles"), these Bylaws, and the Law, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of the corporation to any person or persons, a management company, or committees however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Subject to the same limitations, the Board shall have all powers permitted to or conferred by Law on the board of directors of a nonprofit public benefit corporation.

Section 2. Number of Directors. The number ofdirectors shall consist of not less than three (3) nor more than fifteen (15) directors, with the exact number ofdirectors to be fixed within such limits by resolution of the Board as enacted fi-om time to time.

sections. Election of Term of Office. Directors shall be elected at each annual meeting of the Board, but directors may be elected at any special meeting of the Board held for that purpose. Each director shall hold office for a term of three (3) years and until a successor has been elected and qualified. By resolution, the Board may arrange for terms to be staggered. Directors may succeed themselves in office.

Section 4. Resignation. Any director may resign effective upon giving written notice to the President, the Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation; provided, however, that a director may not resign without permission of the Attorney General in a case where the corporation would be left without a duly elected director in charge of its affairs. If the resignation is effective at a future time, a successor may be elected before such time, to take office when the resignation becomes effective.

sections. Removal. Any director may be removed with or without cause by the affirmative vote of a majority of the directors then in office.

Section 6. Vacancies. Vacancies in the Board shall be filled by the affkmative vote of a majority of the remaining directors then in office, or by a sole remaining director. Each director so elected shall hold office until the expiration of the term of his or her predecessor and until his or her successor has been elected and qualified.

A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any director, or if the authorized number ofdirectors is increased. The Board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, is convicted of a felony, or is found by a final order of judgment of any court to have breached a duty to the corporation arising under Chapter 2, Article 3, of the Law.

Section 7. Mterested Directors. Not more than 49% of the persons serving on the Board at any time may be interested persons. An "interested person" is (1) any person being compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding

any reasonable compensation paid to a director as director; and (2) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law of any such person. Notwithstanding the foregoing, any violation of the provisions of this Section shall not affect the validity or enforceability of any transaction entered into by the corporation.

Section 8. Place of Meetuig. Regular or special meetings of the Board shall be held at any place within or without the State of California which has been designated from time to time by the Board. Iti the absence of such designation, regular meetings shall be held at the principal office of the corporation.

Section 9. Regular Meetings. Regular meetings ofthe Board shall be held without call or notice on such dates and at such times as may be fixed by the Board. Such regular meetings shall include an annual meeting to elect directors then up for election, and to conduct all other business as may properly come before the Board. The amiual meeting shall take place at such time and place as determined by resolution of the Board.

Section 10. Special Meetings. Special meetings of the Board for any purpose or purposes may be called at any time by the President, the Secretary, or any two (2) directors.

Special meetings ofthe Board shall be held upon four days' written notice by first-class mail or 48 hours' notice delivered (i) personally (which maybe oral or written), (ii) by telephone, including a voice messaging system, or (iii) by "electronic transmission by the corporation" (as defined below). Written notice shall be addressed or delivered to each director at his or her physical or email address, as applicable, as it is shown upon the records of the corporation, or as may have been given to the corporation by the director for purposes of notice, or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. "Electronic transmission by the corporation" means a communication (a) delivered by (1) facsimile or email when directed to the facsimile number or email address, respectively, for that recipient on record with the corporation, (2) posting on an electronic message board or network which the corporation has designated for those communications, together with a separate notice to the recipient ofthe posting, which transmission shall be validly delivered upon the later of the posting or delivery ofthe separate notice thereof, or (3) other means of electronic communication, (b) to a recipient who has provided an ururevoked consent to the use of those means of transmission for communications under or pursuant to the Law, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.

Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by electronic means by the person giving the notice to the recipient, as the case may be. Oral notice shall be deemed to have been given at the time it is communicated to the recipient, including by telephone voice messaging system.

Section 11. Waiver of Notice. Notice of a meeting need not be given to any director who signs a waiver of notice or a written consent to holding the meeting or an approval

of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 12. Quorum. A majority of the directors then in office constitutes a quorum of the Board for the transaction of business, except to adjourn as provided in Section 14 of this Article. All matters shall be decided by the vote of a majority of directors present at a meeting duly held at which a quorum is present, and every such act or decision shall be the act of the Board, unless a greater number is required by Law, the Articles or these Bylaws. Without limiting the foregoing, the actions listed in Section 17(a) t h r o u ^ Section 17(g) shall require the vote of a majority of all directors then in office in order to be effective. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 13. Participation in Meetings by Conference Telephone. Members of the Board may participate in any meeting through a video or telephone conference, so long as all directors participating in the meeting can hear one another.

Section 14. Adioumment. A majority of the directors present, whether or not a quorum is present, may adjourn any Board meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the tune and place is fixed at the meeting adjourned, except that if the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the reconvened meeting to the directors who were not present at the time of adjournment.

Section 15. Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board. Directors may consent, vote, or otherwise take action imder this Section 15 by a signed document transmitted by mail, messenger, courier, email, facsimile, or any other reasonable method satisfactory to the Chair (if any) or the President. •

Section 16. Rights of Inspection. Every director shall have the absolute right at any reasonable time to inspect and copy any and all books, records, and documents of every kind of the corporation, and to inspect the physical properties of the corporation.

Section 17. Board Committees. The Board may dfisignatP. anH ^^ppnirit pf more committees, each consistmg of at least two (2) directors and no non-director members, and delegate to such committees any of the authority of the Board except with respect to:

(a) The filling of vacancies on the Board or in any committee;

(b) The fixuig of compensation of the directors for serving on the Board or on any committee;

(c) The amendment or repeal of bylaws or the adoption of new bylaws;

(d) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(e) The appointment of committees of the Board or the members thereof;

(f) The approval of any self-dealing transaction, as defined in Section 5233(a) of the California Nonprofit Public Benefit Corporation Law, except as provided in Section 5233(d)(3) of such law;

(g) The expenditure of corporate fimds to support a nominee for director after there are more people nominated for director than can be elected.

Any such committee must be established and the members thereof appointed, by resolution adopted by a majority of the number of directors then in office, and such committee may be designated by any name the Board shall specify. The Board may appoint, in the same manner, alternate members of any committee who may replace any absent member at any meeting of the committee. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article apphcable to meeting and actions of the Board. Minutes shall be kept of each meeting of each committee.

Section 18. Advisorv Committees. The Board may, by resolution adopted by a majority of the directors then in office, create one or more advisory committees to serve at the pleasure of the Board. Each advisory committee shall have at least one (1) director as a member at all times. Other appointments to such advisory committees need not, but may, be directors. The Board shall appoint and discharge advisory committee members at wUl. All actions and recommendations of an advisory committee shall require ratification by the Board before being given effect.

Section 19. Audit Committee. If the corporation receives or accrues in any fiscal year gross revenue of two million dollars ($2,000,000) or more, exclusive of grants firom, and contracts for services with, governmental entities for which the governmental entity requires an accounting of the funds received, the corporation shall do the following:

(a) Prepare annual financial statements using generally accepted accounting principles that are audited by an independent certified public accountant m conformity with generally accepted auditing standards. For any nonaudit services performed by the firm conducting the audit, the firm, and its individual auditors shall adhere to the standards for auditor independence set forth in the latest revision of the Government Auditing Standards, issued by the Comptroller General of the United States (the Yellow Book). If the corporation is under the control of another organization, the controlling organization may prepare a consohdated financial statement. The audited financial statements shall be made available for inspection by the Attorney General and by members of the public no later than nine months after the close of the fiscal year to which the statements relate. The corporation shall make such annual audited

financial statements available to the public in the same manner that is prescribed for IRS Form 990 by Code Section 6104(d) and associated regulations.

(b) Have an audit committee appointed by the Board. The audit committee may include persons who are not directors. The audit committee shall not include any members of the staff, including the President and the Chief Financial Officer (whether or not such persons are unpaid volunteers). The audit committee may have as few as one member. If the corporation has a finance committee, it must be separate from the audit committee. Members of the finance committee may serve on the audit committee. The chairperson of the audit committee may not be a member of the finance committee. Members of the finance committee shall constitute less than one-half of the membership of the audit committee. Members of the audit committee shall not receive any compensation from the corporation in excess of the compensation, if any, then received by directors for service on the Board. Members of the audit committee shall not have a material financial interest m any entity doing business with the corporation. If the corporation is under the control of another corporation, the audit committee may be part of the board of directors of the controlling corporation. Subject to the supervision of the Board, the audit committee shall be responsible for recommending to the Board the retention and termination of the independent auditor and may negotiate the independent auditor's compensation, on behalf of the Board. The audit committee shall confer with the auditor to satisfy its members that the financial affairs of the corporation are in order, shall review and determine whether to accept the audit, shall assure that any nonaudit services performed by the auditing firm conform with standards for auditor independence referred to in Section 19(a), and shall approve performance of nonaudit services by the auditing firm, if any.

Section 20. Compensation. Directors and members of committees shall not receive any compensation for their services but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board. Nothing shall preclude any director from serving the corporation in any other capacity and receiving reasonable compensation for such services.

ARTICLE V. OFFICERS

Section 1. Required Officers. The officers of the corporation shall be a President, a Secretary and a Chief Financial Officer, each of whom shall be chosen by and hold office at the pleasure of the Board. Any number of offices required or permitted by this Article may be held by the same person, except that the Secretary and Chief Financial Officer may not serve concurrently as President or Chair of the Board (if any).

Section 2. Permitted Officers. The Board may choose a Chair of the Board, one or more additional Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as the Board at its pleasure may from time to time determine.

sections. Election of Officers. The officers shall be elected by the Board at the annual meeting, or at any regular or special meeting of the Board, and may succeed themselves in office. Each person elected as an officer shall continue in office until the next

annual election of officers or until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal in accordance with these Bylaws. Vacancies of officers caused by death, resignation, removal or increase in the number of officers may be filled by the Board at a regular or special meeting.

Section 4. Removal of Officers. Any officer may be removed at any time with or without cause and with or without notice by the affirmative vote of the Board.

^ sec t ions . President. Subject to the discretion and control of the Board, the President shall be the chief executive officer of the corporation and shall have general supervision, direction and control over the affairs and property of the corporation and over its several officers, and shall have such other powers and perform such other duties as may be delegated by the Board from time to time. If the corporation has no Chair of the Board, then the President shall preside at all meetings of the Board.

Section 6. Secretary. The Secretary shall be the custodian of the seal of the corporation and of the books and records and files thereof The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, a minute book of all meetings of the Board and its committees. The Secretary shaU also keep, or cause to be kept, at the principal office in the State of California the original or a copy of the Articles of Incorporation and Bylaws of the corporation, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committee thereof required by these Bylaws or by law to be given, and shall have such other powers and perform such other duties as may be delegated by the Board.

Section?. Chief Financial Officer. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts o f the properties and business transactions o f the corporation, including, without limitation, accounts of its assets, liabilities, receipts and disbursements, and shall send or cause to be sent to the directors of the corporation such financial statements and reports as are by law or these Bylaws required to be sent to them. The Chief Financial Officer shall deposit, or cause to be deposited, all monies and Giber valuables in the name and to the credit of the corporation and such depositaries as may be designated by the Board. The Chief Financial officer shall disburse the funds of the coiporation as may be ordered by the Board, shall rendef to the President or the directors, whenever requested, an account of all transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be delegated by the Board.

Section 8. Compensation. The Board shall decide all matters relating to the compensation of any officer. No salaried officer serving on the Board shall be permitted to vote on his or her own compensation as an officer. The Board, or an authorized Board Committee, shall review and approve the compensation, including benefits, o f the President and the Chief Financial Officer to assure that it is just and reasonable. This review and approval shall occur initially upon the hiring of such officer, whenever the term of employment, if any, o f the officer is renewed or extended, and whenever the officer's compensation is modified. Separate review and approval shall not be required if a modification of compensation extends to substantially all employees. If the corporation is affiliated with other charitable corporations, the requirements of this Section 8 shall be satisfied if review and approval is obtained from the board, or an

authorized committee of the board, of the charitable corporation that makes retention and compensation decisions regarding a particular individual.

ARTICLE VI. INDEMNIFICATION OF AGENTS OF THE CORPORATION: LIABILITY INSURANCE

Section 1. The corporation shall indemnify any person who was or is a party or threatened to be made a party to any Proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor, an action brought under Section 5233 of the Law, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in a charitable trust) by reason of the fact that such person is or was an Agent, against Expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably beheved to be in the best interests of the corporation, and, in the case of a criminal Proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, sh^l not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in the best interests of the corporation, or that such person had reasonable cause to believe that such person's conduct was unlawful.

Section 2. The corporation shall indemnify any person who was or is a party or is tlireatened to be made a party to any threatened, pending or completed action by or in the right of the corporation or brought under Section 5233 of the Law, or brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in a charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was an Agent, against Expenses, actually and reasonably incurred by such person m connection with the defense or settlement of such action, if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances, except that no indemnification shall be made under this Section 2: (i) m respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person's duties to the corporation, unless and only to the extent that the court in which such Proceeding is or was pending shall determine upon appEcation that, in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for the Expenses which such court shall determine; (ii) of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or (iii) of Expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval unless it is settled with the approval of the Attorney General.

Section 3. To the extent that an Agent of the corporation has been successful on the merits in defense of any Proceeding referred to in Section I or Section 2 hereof or in defense of any claim, issue or matter therein, the Agent shall be indemnified against expenses actually and reasonably incurred by the Agent in connection therewith.

Section 4. Except as provided in Section 3 hereof any indemnification under this Article VI shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the Agent is proper in the circumstances because the Agent has met the applicable standard of conduct set forth in Section 1 or Section 2 hereof by: (i) a majority vote of a quorum consisting of directors who are not parties to such Proceeding; or (ii) the court in which such Proceeding is or was pending upon application made by the corporation, the Agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the Agent, attorney or other person is opposed by the corporation.

Section 5. Expenses incurred in defending any Proceeding may be advanced by the corporation prior to the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the Agent to repay such amount unless it shall be determined ultimately that the Agent is entitled to be indemnified as authorized in this Article VI.

Section 6. No indemnification or advance shall be made under this Article VI except as provided in Section 3 or clause (ii) of Section 4, in any circumstance where it appears: (i) that it would be inconsistent with a provision of the Articles of Incorporation of the corporation, these Bylaws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the Proceeding in which the Expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (ii) that it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 7. The corporation shall have power to purchase and maintain insurance on behalf of any Agent against any liability asserted against or incurred by the Agent in such capacity or arising out of the Agent's status as such whether or not the corporation would have the power to indemnify the Agent against such liability under the provisions of this Article VI; provided, however that the cqrporation shall have no power to purchase and maintain such insurance to indemnify any Agent for a violation of Section 5233 of the Law.

Section 8. For the purposes of this Article VI, (i) "Agent" means any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; (ii) "Attorney General" means the Attorney General of the State of California; (iii) "Expenses" includes without Hmitation, attorneys' fees and any expenses of establishing a right to indemnification under Section 3 or clause (ii) of Section 4; and (iv) "Proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative.

ARTICLE Vn. REPORTS

No later than one hundred twenty (120) days after the close of the corporation's fiscal year, the corporation shall fiimish to all of the directors a report containing the following information in reasonable detail:

1. The assets and liabilities, including the trust funds, of the corporation as of the end of the preceding fiscal year.

2. The principal changes in assets and liabilities, including trust funds, during the preceding fiscal year.

3. The revenue or receipts of the corporation, botti unrestricted and restricted to particular purposes, for the preceding fiscal year.

4. The expenses or disbursements of the corporation, for both general and restricted purposes, during the preceding fiscal year.

5. With respect to the preceding fiscal year, (a) any transaction(s) involving both (i) the corporation and either a director or officer of the corporation (or its parent or subsidiary) and (ii) more than $50,000j or (b) any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation.

The report required by this Article shall be accompanied by any report thereon of independent accountants, or if there is no such report, by the certificate of an authorized officer of the corporation that such reports were prepared without audit from the books and records of the corporation.

ARTICLE Vni. OTHER PROVISIONS

Section!. Inspection of Articles and Bylaws. The corporation sbflll Vftpp in its principal office in the State of California the original copy of its Articles of Incorporation and of these Bylaws, as amended to date, which shall be open to inspection by the directors and such other persons as required by law, at all reasonable times during office hours.

Section 2. Endorsement of Documents: Contracts. Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing and any assignment or endorsement thereof executed or entered into between the corporation and any other person, when signed by the Chair of the Board, the President, or any Vice President and the Secretary or any Assistant Secretary of the corporation, shall be valid and binding on the corporation in the absence of actual knowledge on the part o f ' the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as fi-om time to time shall be determined by the Board, but, unless so authorized by the Board, no such person or persons shall have any power or authority to bind the corporation by any contract or engagement to pledge its credit or to render it liable for any purpose or amount.

sections. Representation of Shares of Other Corporatinns The President or any other officer or officers authorized by the Board or the President are each authorized to vote, represent, and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted may be exercised either by any such officer in person or by any person authorized so to do by proxy or power of attorney duly executed by said officer.

1 0

Section 4. Loans to Directors and Officers. The corporation shall not make any loan of money or property to or guarantee the obligation of any director or officer, unless approved by the Attorney General; provided, however, that the corporation may advance money to a director or officer of the corporation or of its parent or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such director or officer, provided that in &e absence of such advance, such director or officer would be entitled to be reimbursed for such expenses by the corporation, its parent, or any subsidiary. The provisions of this Section 4 do not apply to (1) the payment of premiimis in whole or in part by the corporation on a hfe insurance policy of a director or officer so long as repayment to the corporation of the amount paid by it is secured by the proceeds of the pohcy and its cash surrender value; or (2) a loan of money to or for the benefit of an officer in circumstances where it is necessary, in the judgment of Board, to provide financing for the purchase of the principal residence of the officer in order to secure the services or continued services of the officer and the loan is secured by real property located in the state of California.

sections. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in Part 1 of the California Nonprofit Corporation Law and in the Law shall govern the construction of these Bylaws. Section references refer to sections in such Article unless otherwise noted.

Section 6. Amendments. These Bylaws may be amended or repealed by the affirmative vote of a majority of the number of directors then in office.

(signature page follows)

1 1

CERTIFICATE OF SECRETARY

THIS IS TO CERTIFY: That I am the duly elected, qualified, and acting Secretary of Citizens of the World Charter Schools and that the foregoing Bylaws were duly adopted as the Bylaws of such corporation by the Board of Du-ectors tliereof as of M y 22,2011.

Dated: 7 J L . 2011 .

Eugene Straiib, Secretary

INTERNAL REVENUE SERVICE

P. O. BOX 2508

CINCINNATI, OH 4 5201

DEPARTMENT OF THE TREASURY

Date: J U N 1 9 2 0 1 2

CITIZENS OF THE WORLD CHARTER

SCHOOLS

C/0 KRUPA DESAI

5371 WILSHIRE BLVD 210 STE 1139

LOS ANGELES, CA 90036

Employer Identification Number:

45-2823512

DLN:

17053117304002

Contact; Person:

JO A .CHRISTMAS ID# 31546

Contact Telephone Number:

(877) 829-5500

Accounting' Period Ending:

June 30

Pviblic Cha.ri'ty Status:

1 7 0 ( b ) ( 1 ) ( A ) ( v i )

Form 990 Required:

Yes

Effective Date of Exemption:

July 22, 2011

Contribution Deductibility:

Yes

Addendum Applies:

No

Dear Applicant:

We are pleased tp inform you that upon review of your application for tax

exempt status we have detezroined that you are exempt from Federal income tax

under section 501 (c ) ( 3 ) of the Internal Revenue Code. Contributions to you are

deductible under section 170 of the Code. You are also qualified to receive

tax deductible bequests, devises, transfers or gifts under section 2055, 2106

or 2522 of the Code. Because this letter could help resolve any questions

regarding your exempt status, you should keep it in your permanent records.

Organizations exempt under.section 501 (c ) (3 ) of the Code are further classified

as either pviblic charities or private foundations. We determined that you are

a public charity under the .Code section(s) l isted in the heading of this

letter.

Please see enclosed Publication 4221-PC, Compliance Guide for 501(c ) (3 ) Public

Charities, for some helpful information about your responsibilities as an

exempt organization.

L e t t e r 9 4 7 (DO/CG)

- 2 -

CITIZENS OF THE WORLD CHARTER

Sincerely,

Lois G. Lerner

Director, Exempt Organizations

Enclosure: Publication 4221-PC

L e t t e r 947 (DO/CG)

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. . . 1 0 2 3 (Rev. uneSOQS) BtpilImM of neauy irnemal IteveiimSsniC*

Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code

OMaNa1545-OOSS NotHitfexafflptMXusb aKXOtedLm appSaVinvlabeîi fcrputklnêafaa.

Use tfie InstwcBons to completB ffifety^plfcaffon and for a dOkiMon of aU bold Hems. Fear addlfional halo, oaB IRS Exemol Organlzatiow Ciômer Aoxjunt Sewioes toll-frM at 1 - 6 7 7 - 8 2 9 ^ publlcaBons. If the required hfomialfon and documents are not submitted with payment of the appropriate user fee. the application may be returned to yoa

Attach addifional sheete to this appHcaBon if you need more space to answer My, Put your name and EIN on each sheet and Hen%eaiA answer by Part and Bne nunfcer. Complete Parts I - M of Fomi 1023 and submit only those Schedules CAthrough H) that apply to you. ^ -

l i E S U fdentiflcatlon of Applicant

provide authorized representative's name, and the name and address of the authorized " ^resentatve s f l m Include a completed Fonm 2848, Power of Attorn^ and DBclamHon of Fiepresentative. with vour aooRnaiion if von umiM iik,, us to communicate with your representative. 'ejîthyo^^^

I'Hooe'fit. Suite 2000T''lo8 tageles, CA 90071

fet^ !n 7® f rectore. trustees, employees, or an authorized K f - ^ r n i P'8"' nâge. or advise you about

organi2alior|, OT about your financial or tax matters? if -Yes.-provJde «ie person's nam^ the name and address of the person's firm, the amounts paid or promised to be paid, and drecribe that person's role. n, me amaunis paia or

9a OnBanlzation's website: UNDER CONSTRUCTION

b Organization's email: (opfiona!)

10 Certain organlzatloris are not required to file an Infonnation return form 990 or Form 990-EZ). If you • Yes FormSSOorFom, 990-E? W ^

F ^ 'nstrucflons for a descn'ptton of organizations not required to file Fomi 990 or

11 Date Incorporated if a corporation, or fomied, If otherlhan a cotporallon. (MM/DD/VYYY}

12 Wemyoufcmiedunderthelawsof afoiâncQuntry? if/Yes," state the country.

1 FuH name of organization {exactly as It appears in yois- organizing document

CITIZENS OP THE WORLD CHARTER SCHOOLS 2 c/o Name Crf applicable)

Krupa Desal 8 Mairng address (Number and street) {see instructions}

ssn WILSHIRE BLVD SUITE 210 Room/Suite

1139

4 EinptayerldsnSficaSaAKunitjerphf

45-2S23&12 City or town, state or country, and ZIP + 4

Los Angeles, CA 90036 6 Monfli the annual acqounflhgpetioa ends pi-12)

06 6. Primary contact (officer, director, trustee, or authorized representaUve)

aNameiOFERUON b Phone: 213-S32-2167

6. Primary contact (officer, director, trustee, or authorized representaUve) aNameiOFERUON

G Pax: (optlonaQ

la Yes • NO

• Yes E No

Ci No

0 7 . / 22 / 2011

• Yes 0 Nq

Fttr Paperwork Retfuetlon Act KoUcei see page 24 of ihe aistrudtons. c«t No. 17ia3K Fomi (Rev. 6-2006)

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ftmioza (Pev.MOOej Kaune: EM: 45-2823612 Page 2 Organizational Sbtietura

You mug te a corporaflon ctiriins a limitBcl llabHity oompgny), an unlneotpaated assocMon, or atmst to be lax axempt. (See [natructlons.) DO NOT file ttfe fown unless you can cfacek "Yes" on lines 1, g, 3, or 4.

i ^ e you aco^ration? attach a copy of your arttcles of fricofporatfan showing cerfificafion 0 Yes • No rf filing with the appropnale state agency, include copies of any amendments to your arfloles and be sure they also show state filing cettifleaBon. SBB BXHIBIT A

HaM^ company fU-C)? If "Yas." attach a copy of your attlcles of orgarbatlon showing • Yes certrficaaond filing withfte appn^nate state agency. Also, If you adopted an operating ^reeniatt, attail acopy. Includ^pjes of any amendments to your artides and be sure they show Refer to the Instnictions for clroumstances when an LLC shodri not file to own exemption fcaBon.

ea No

3 Are you anunincorpotatwJassoclallon? If «Yes," attach a copy of your articles of association, consfitutlpn, or otiw ^n lar organhang document that Is dated and Includes at least two signatures. Include signed and dated copies of any amendnnents.

• Yes 0 No

b Have you been fended? If -No," explain how you are fomied vi«hout anything of value placed In tnist. • Yes

® hn,!!.® ',? l ^ S adoption. K 'No." explain m Yes how your offlcets. directors, or tnistees are selected. sbe w^twot b

• No • No

Rftfluii-ed Provisions In Your OrganMna Document

II...-wiawiifcuHwim Iiv w VWIWI lun Ul original and amended ongarllzlng documents (shovring

0 1 S ^ o n 501 Cc)(a] requires that your organizing documait state your exempt purposefs), such as oharitdJle,

tfS? a iSwf speclflcally where your omanmng docuinent meets thS requirement, such as

dLoiSron. i f ^ u ^ f ^ r ^ ' r r t o ^^^^^

^^^ ^^ P^a^P")-2c See flro Instmctions fcr information about the operation of slate law in your particular slate Check this box If

yo" re'y 0" operation of state law for your dissolutton provision and i K t e I t e S narrative Description of Your ActlvltiBS SEE EXHIBIT C

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Fwmlga (Pct. Nanw EtN; 45- 2823612 Compensation and Other Ftnancial Arrangements With Your Officers, Directors, Trustees, Employees, and Independent Contraetcrs (ConSnaed)

b Ust the names, tittes, and mailtag addresses of each of your live highest compensated employees who receive or vrtH rec^ve compensation of more than $5D.ODO per year. Use the actual fisure, if available. Refer to the InstoicHons for

Name TO® Mairng address CoinpensaOon sonunt (anninl actud or esttoiated)

HILLARY JOHNSON CHia= ACADEMIC OFFICER 5371WILSHIRE BLVD STE 210 LOSANGELE 'CAiDtti ^^ 185,000

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c Ust the names, names of businesses, and maljlng addresses of y that recê or will receive compensation of mora than $50,000 pi Instructions for Infomialfon on what to include as compensation.

our five highest conênsated indei er year. Us% the actual figure, if ava

>endenl contractors liable. Refer to tt»

Name IWa MalUng address Oompeiuatloit amount (annual actual or esUmafaMj)

NONE

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directors, trustees, listed in foes la, lb, and 1o. 2a fitfjny (rf yow officers, d l r e c ^ or rtees related to eacfi other through family or business • Yes EZl No

retationships? If-ês," identify the indh/iduals and explain the relationship ou r«o b Doyouhaveabustnessrelafijmshlpwflthanyofyourofflceis^ • Yes 0 No

through thefc pos Ion ffi an officer, dfrector, or tnjstee? if -Yes," lden% His Individuals and desorlba the business relationship with each of your officers, directors, or trustees.

o ^ e any of your officeis. directors, or toustees related to your highest compensated employees or • Yea B No J'l?' ?' !!?? ^ ^ lb or 1c through family or business

refatlonships? If "Yes," Identify the Individuals ffljd explain the relafionsh^. 3a For each of wur officers, directors, tmstees, highest compensated wnployees. and htohest

compenrated independent contractors llsaed on Imes 1a, lb, or le, attach a Dst shovnng their name, quallfioatlons, average houts worked, and duties. ' ^ ^

compensated mdependert contractors listed on lines 1a, 1i3. or 1c receive compensation from any othCT orgmlwtions, viiiielhw tax exemrt or taxable, that are related to you through common control? If "Yes," Identify the individuate, explain the relationship between you and the ottia-organization, and describe the compensation arrangement.

SBB BXHXBII D

• Yes Ea No

A In establlsWng the compenatlon for your officers, directors, tmstees, highest compensated empicvees, and Kghest compensated independent contractors flsted on lines 1a, lb, and 1o.the

T although they are not required to obtain exemption. Answer "Yesf to all the practices you use. SEE EXHIBIT D

a Do you or will the ineSvIduals that approve compensaBon arrangements M m a conflirt of irfterest policy? 0 Yes • No b Do you or win you approve compensation arrangements in advance of p^ng compensation? 53 Yes • vo o Do you or wfll you document kt writing the date and terms of approved compensation arrangements? 0 Yes • No

Form 1023 pw.e-zoos}

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Fomi-[Ca3(Rev.6-200q Namv BK: 45-2823612

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Compensation and Otter Rnancial Arrangements With Your Officers, Directors, Trustees, .Employees, and Independent ContraGtors (Continued!

.IIIIIO, u, duuKs Tiiiiwiii wiisia IIUIII Oiiimcuiy aiuiatBU oiganoBnonsr nen inswictlons for Part V, Hnes I 4 Ib^ and 1c, fw kifomKflion on whSto Include as compensation. f Do you or will you record In vniang both the formation on which you relied to base your dedsion

and Its source? 1 set compens Ion that Is

SI Yes • No

5a Haveyouôirtedaooîrto^^^ In Appendix A to the instructionsff If "Yea," provide a copy of the policy and explafr) how the p W ^ has been adopted, suoh as by resolution of your governing board. If "No," answer lines 5b and Sc.

b yWiat proGBdures <«III you foBow to assure that persons who have a conflict of Interest wltt not have SEE EXHIBIT D influence over you for setting their own compensation?

c Wtet procedures virBl you follow to assure that persons who have a conflict of Interest will not have influence over you regarding business deals with themselves'?

Hm^S Ul

a n d ^ g l p ' c a p s ^ t ^ ^ f ^ ^ ^ c o n ^ payments, such as dfeoretTonary bonuses or revenue-based payments? If "Yes," de^be all non<D«d cMnpeisaHwi ariêments. Including how the anwunts are detemiined. who is dlgUe ft* such aipgemette, whether you place a limitation on total compensation, and how you determine or wai dateTOlne that you pay no mora than reasonable compereaODn for services, liefer to ttie Inactions for Part V, lines 1a, 1b, and I0, for infcrniallon on What to Include as compenssftion.

b Do you or wrtl} yw compensate w of your employees, other than yoiff offlceis, directors, toistees, who recSve or wfll rwelve compCTsatJcn 5 m o r e than

$50.0D0per y w , ^roug^ non-fixed payments, suidi as discretionary bonuses or revenue-based ' rampffatlon arrangements, including how the amounts

^ or wBI be determined, who b or wDI be eligible for such arrangements, whemw you place or will place a nmitatlon on total conization, and how TOU detemilne orvrill delerminB ftat wu pay no nwe thm reMonaWe compensation for services. Refer to the instnjotlons for i ^ V, lin^ la, 1b, and I0, for mformatton on what to include as compensat'ca

• Yes Ea No

• Yes 0 No

value. Attach copies of any written contracts or other agreements reMng to such purchased

Attach%ies of a)^

• Yes EZI No

• Yes a Ko

8a Do you or will ^ have any leases, contracts, loans, or other agreements with your off ice dlrectore, • Yes 0 Mo . emp'oyeej. or highest compensated independent contractors listed in

nnes la, lb, or 10? If "Yes." provide the information requested in lines 8b through 8f. b Describe any written or craJ arrangements that you made or intend to make, c idenaiy with whom you have or will have such atiangements. d Bqjlain how the ternre are or wni be negoti ed at arm's length. e Explain how you ddetmine you p^ no mote tiian felr market value or you are paid at least fair matkd valUe. f Attach copies of any dgned leases, contracts, loans, or oBier agrewnents relating to such airangemenls.

9a Do you or w ll you have any leases, conttaots, loans, or other agreements with any oroanlzatlon In • which any of o f f l ^ . dlneetcrs, or trustees are also officem, directora, or tmsteeTor In which a ^ IndNIdual officer, director, or trustee owns mora than aaSK Interest? If "Yes," provide the InfotroaUon requested In lines 9b through Sf. ««

• Yes 0 No

Form 1023 psv. G ooe}

FomMKafftey-tt-aaoei Nanw Btt 4 5 - 2823612 pg g 5 O k i d a l l uompensatton and Other Rnan(rfal Arrangoraenls With Your Officeis, Directors, Trustees,

Empliêes. and Independent Contractors (OonSnued) b Describe any writtan or oral airangements you made or Intsnd to mate. c Idartlify wHh whom you have or viSl have such an-angements. d Explain howthe terms are orw« be negottated at arm's length. e Ejqjldn how u determlnB or will determine you pay no more than fair mart<et value or that you are

paid at least fair market valiK.

< Attach a (»py of ariy signed !eas«,ooi«racts. loans, or other agreemerilsrelalingto such

E B C T J l MAimbtts and Other IndivldKals and Oraarâfions That Receive Benefits From You •The fdlowiiig -yes" or "No" questions rotate to goeds services, and funds you provide to IndMduals and organhatfons as part

your exempt purposes.-do you provide goods, sewlces, or funds to individuals? If • Yes 0 No -Yes," describe each program -Biat provides goods, services, or funds to Individuals. •

3 ' b in oarjyingwjt your exempt purpose^ do you provide goods, serv ^ 0 Yes • No 'Yes.- describo each oioaram that provides ooods. senrfc^" or ftinds to organtzatlonl.

2 Do any of yow programs limit ftep • Yeg 0 ^ 0 group of spacô indivicTuals? For example, answer "Yes,» If goods, services, or funds ata provided only for a p ^ l w l n d i V i d u ^ your members, Individuals who work for a particular employer, or graduates of a particular school. If -Yes," ecplain the Ilmftatlon and how recipients are sdected for each program.

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0 3 Do mdijriduals who receive ods, servl • Yes 0 No business re!atanshlpv«many ofllcer.dlrectDr,trustee, orwim any of yourhlghestcompensat^^ employees or l ^he^ compensated todependent contractors listed In Part V, lines 1a, lb. and 1q? if •Yes," explain how ttiesB related IndMduals are eligible for goods, services, or funds.

Part VII Your History The following "Yes* or °No° question^ relate to your history. (See InstrucBons.)

^ D Y e s " H N o aotrês Of another organijatlon: you took over 2556 or more of the fair market value of the net

Your Spcoato Activities Part VIII

1 Do you support or oppose candidates In polMcal camp^ns in any way? If "Yes," explain. • Yes 0 No

" ^ ^ J S l n X ' u teflisIaUve activities measured by • Y e s 0 No ejJOTdllures by filing Forrn 5768? If "Yes," attach a copy of the Form 5768 that was already filed or f^zlf. l^tPi®'®'^ y®" f ® wRh this aRiIlcatlon. If 'No," describe whether your f ^ f S ^ ^ f part of your actrvitles. Include the time and money spent on your attempts to Influerxse legislation as compared to your total activWos.

3a to y w or win you operate bingo or gaming acew'ties? if' Yra," describe who conducts them, and •"vfes CTnT ail revûe recced or expected to be received and expenses paid or e x p S f b S f c T ^ ^^

fn p S ^ . t e o l S ' K expenses should be provided for the time perfods specified

b Do you or wni you enter Into contracls or other agreemorts with Individuals or organizations to • Yes C71 Mr.

fpr^^ Whom you tew or will have such arrangeme^, explain how the m o ^ ^ ^ i ' l W S l f ' ^ ® lanrth. and explain how you detemUne orwW detemiine you

pay m ^ value or you will be paid at least feir market value. Attach copies or any wnnen oartracts or other agreements relating to such arrangements.

" Resenrations. in whtah you conduct or will

Perm 1023 JUviS-zooQ

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Fantl 1023 IBM. &-20061 Nanw

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Part VIM Your Spacific AcSvHies (Oonffnuedi BK 4S - 2823612 P«ae 6

4a Do you or will vau conduct, êe • mall solicitations El etndl solicitations 0 personal soBcitations • vehicle, boat ptene. or similar delations El foundation grant solicitations

If 'Yes," check all the fundraising programs you do or will 0 Yes • No

Si phone solicitations 0 acc^tdonafions on your website • recdva donations from anotlier organization's website 'Bl govemmsnt grant solicitations • Other

Attach a descn'ption of each fimdtaising program, SEE EXHIBIT F b Do you or wni you have wrftten or oral contracts with any Vufividuals or organizations to raise funds 13 Yes • No

for you? If "Yes," describe these activities. Include all raienue and expens^ from these actlvttles and rfate who cotr iu^ them Ftevenue and expenses should be provided fbr the tlma periods specttied in Part IX, Financial Data. Also, attach a copy of any contracts or agreements. SBB EXHIBIT P

o Do you or v^l you engage in fundrateing acthnties for other organizations? If "Yes," describe these • Yes 0 No airangemerts. Include a description of the organisations for which you rstfse funds and attach copies of all contracts or agreements.

d Ur ta j ls la t^nd local Jurisdictions In which you conduct fundralslng. For each state or facd jurlsdiotlon listed, s p ^ whêr you fundraiso for your own organtjatlon, you fundia'se for another organization, or another organization fundraises far you. . • NMIONWIDEJ SBB EXHJBM F

® hw mairrtain separate accounts for any confrlbutor under which the contributor has • Yes 0 No the nght to adwp on the use or distribution of fcnds? Answer "Yes" If the donor may provide advice

®® 'yP®® investments, or the distribution from the donor's contribtf Ion account. If 'Yes." describe this program, including the type of advice that may he provided and submit copies of any written materials provided to dcnots.

5 Are you aftHIated with a governmental unit? If "Yes." explain. ea Do you or will you engage In economic development? If "Yes," describe your program.

b Describe in full who faeneiits from your economic devetopment aotl\rftles and how the aoSvities promote exempt purposes.

• Yes ta No • Yes 0 No

^n^'ojws or volunteers develop your faciities? If 'Yes." describe

relationship(s) between the manager and your officers, directors, or trustees.

® l -Si JL® n . ' T ^ ^ ^ "'snager or developer and your officers, direotpi^ or tnistae^ Idmtify the fndwlduals, explain the relaBonsWp, describe how contracts are negob^d at ami s lengBi so that you pay no more than talr market value, and submit a copy of anv contracts or other agreements. '

• Yes 0 No

• Yes 0 No

• Yes 0 No

participate. Ibe the aotlvWas of these Joint ventures h which you

^ i K s b a M ' i r W S ^ i K * ^ " ~ ^ S S i S I T / c f ! r cêtakers of children you care for can be gainfully

^ e X n ® ® childoare organization desori^

c Of t l» children f o ^ o m you provide chfld cane, are 859« or more of them cared for by you to enable their parerte or caretakers to bo gainfully employed {see Instructions)? If "No." wolain how you qualify as a chlldcare orgartzafion described In le(ôn 501(k).

d Are your serv l^ available to the general pubic? If "No." describe the specific group of people "for whptn your acHylte am avaDable. Also, see the Instnicfions and explain how y ^ q u a K a cMtdoaie oânization described In section 501M. » m

10 Do you or wni you publish, own. or have rights in^musle, literature, tapes. sdenbfro discoywes, or other Intelleotual proper^ If "Yes," explain. Describe vSo owns or wiU Sli'JiS^ copyngh^ pater^ or Irademarie. whether fees are or will be charged, how the fees are detenrined, and how any items are or wID be produced, distributed, and m a t o t k

• Yes 0 No

• . Y e s • No

• Yes • No

• Yes • No

0 Yes • No SSB EXHIBIT F

Form 1023 pm. $.208®

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FQini10a3(R»V.fre006) Name •graamn Your Speolflo Ac8vities (Conffnued)' 11 Ooyouor^

BN: 45 - 2823612 Page?

' y®". conlribullons of: real property; consenraUon easements; closely hetd saourftie^ intefleolual property such as pênts, trademaite. and copyright works of murfc or art; IlcerBes; royallie^ autornoblles, boats, planes, or other vehicles; or colleotibles of any pe? If "Yes," describe each e of contribiiion. any conditions Imposed by donor on the contribution, and any agreements witi the donor regarding the contribution.

• Yes 0 No

12a Cto you or i l yw opei^ in a foreign country or countries!? If "Yes." answer fines Sb through I2d. If "No," go to line 13a-

h Name the foreign countries and regions within the countries In which you operate, e Describe your operations in each country and reôn In which you operate. d Describe how your operaliotB in each country and region further your exempt purposes.

• Yes B No

will you nial® grants, loans, or other dtartbuHons to organization^^? If "Yes," answer lines 13b through 133. K "No," go to line 14a

b Describe howyour grants, loans, or other dlstitbutions to otganlzafions further your exempt puiposes. o Do you have written contracts with each of these organizations? If "Yes," atach a copy of each coMraot d tdentiiy each leciiSent oiganization and any ralaiionship between you and the redpient otganizattan. e Describe the records you iwep vfflh respect to the grants, loans, or other distributions you make, f Describe your selection process, tnolurfing whether you do any of the following:

0 Do you require an application form? tf "Ves." attach a copy of the forni. (ID Do you reqt ' ' - •

responsii r. „ purposes for which the grant „„ of grant Atnd^ raqoJres a final written report and an accounting of how grant liinds were used,

^ i p K ^ g Describe your procedures for oversight of distributions that assure you the resources are used to

further your escempt purposes. Including whether you require perlodio arid final reports on the use of resources.

0 Yes • No

• Yes 0 No

• Yes • Yes

El No 0 No

FOR KESPONSBS TO

b, d, e, f, WTO g

SEE EXHIBIT P

14a Do you or wfill you mal® grants, loans, or oUier distribuBons to foreign oraartzations? If "Yes," answernnes 14b through 14f.tf "No," go to line 15. « an ownBanonsrMi res. • Yes Ea No

b Provide the name of each foreign organization, the co each foreign organizaflon operates, and describe any organization.

and regions within a country in which "lip you have with each foreign

e Does any foreign organization listed In Bne 14b accept conWbutions eanmarked for a soeclflc countiv or specific organization? if "Yes." list all earmaiHed organizations or countries.

d Do your contributors Imow that you have uiHmate authority to use contnûtlons made to you at your rtpeUon for purpcwM consistent with your exempt purposes? If es," describe how you relay this infonnation to contributors. ' '

® m ^ pre^tanl rnquirtK about flie recipient organization? tf "Yes," describe these • Yes • No

• Yes

• Yes

• No

• No

provided, ana other reievarrt Information,

f Do you w wai you use any addWonai procedures to ensure that your distributions to foreign yo""" purposes? tf "Yes." describe these procedures,

• Yes • No

roim 1023 (Rev. 6-200

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Rprm loeametf.a-iaioq Mama 45 _ 2823612 Pag. a la f f lMHI YourSpectflcActlvltiasi'Contfnued!) — 15 DovouhaveaeloseconnectonwHhanv om^!zatlons?lf'^es/'eiqalain. SEE EXHiBCT El Yes • No

^^ ^ ^ I PSP"^ otgartaallon undg seoaon • Yes 0 No

" G GJ NO

18 Ara you applying for exernmioneffl a chatttabte risk pool under secHonSOIWK"^^^ • Yes • B No Do you or you cpetate a school? tf -Yes," complete Schedule B, Answer -Yes." whetheryou • Yes 0 No opergte a sdiool as your main ftmotion or as a seeondafv acttw'tv. ' ^ I-J mj NO

20 Is your mitfn fwotlon to provtde hospHat or medical care? If - y k " complete Schedule C. • Yes B No ^^ ^ ^ ^ "" handicapped? If • Yes 0 No

s S u f e H purposes? If "Yes." complete

procedures*^ ™y "se Schedule H to request advance approval of (tjdlvtdual grant

Rinn 1023 (^v.e^oog

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Fotimoaa fftev. a-aooq P a r t IX

Name: E«: -45- 2823612 Pbianclal Data

For purposes of Ihls schedule, years In existaruse refer to completed tax years. If !n existsnoe 4 or mora years, compteta the sohedUe for the most recent 4 tax years. If In existence more than 1 year but less than 4 yeans, complete the statements for each year in existence and provide projections of your likely revenues and expenses based on a reasonable and good faltfi estimate of your future finances for a total of 3 years of financial InformaHon. If in existence less than 1 year, provide projections of your likely revenues and expensas for the cunrent year and the 2 following years, based on a reasonable and good faHh estimate of your future finances for a total of 3 yeara of financial irffonriaHon. (See instructions

A. Statement of Bwmwiea and Expenses

* Sea Exhibit D, Line l a * * See Exhibit 6 Fwm 1023 (Rw-saooq

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Hnancial Data(COnttV?oecO B. Balance Sheet (for your most reeanfly completed tax year! 1 Yearlftd; ajRSEHT

Assets SEB EXHIBIT S 1

(Whole doDars)

2 Accounts receivable, net . 2 3 Inventories 3 4 Bonds and notes receivable (attach an Itemized list) . , 4 6 Corporate stocks (attach an Itemized lis^ . . . . . . 6 6 Loans recâbla Attach an itemized l i^ . . . B 7 Other investments (aBach an itemized li^ 7 8 Depredable and depletable assets (attach an itemized list]. B

9 10 Ctfier assets (attach an itemized lls^ 10 11 Total Assets (add lines 1 through 10)

UabiliUes 12 Accounts payable

11 11 Total Assets (add lines 1 through 10) UabiliUes

12 Accounts payable 12 •

13 Contributions, gifts, grants, etc. payable . . . . 13 14 Mortgages and notes payable (attach an ttemizedRst) . . . . 14 IS Other Babaites(attac* an Itemized list) 15 16 Total Uabffltles (add lines 12 through 16

Fund Balance or Net Assets 17 Total fund balances or net assets 17 18 Total LlabWUes and Fund Balances or Net Assets (add lines 16 and 171 . . . . 1 -ja

shown above? If "Yes," explala • No •:gB»!l Public Charity Status Part X ts deslflned to ctas^you as w is • f i J iL^^ iS l l l ^ -S '^?^ I I " ®® fe ehhw a private foundation or a puhBe chari^. I

S^^SSf .^ ti^rlvataTouncMon ^tus. If you are a private foundation, Part X Is design detemiine vifhether you ate a private operating foundation. (See Instructions.)

Public char'tty status led to further

1a ^ a you a private foundôn? If "Yas," go to Hne lb. If "No." go to nne 5 and proceed as Instructed. If you are unsure, see the Instructions.

requires special provisions in your organizing document In addftlon to ttiose that apply to aB organizations described In section 501 fc)®. Check the box to oonflrm ftat your organizing document meets this requirement, w hether by express provision or by relianca on operatloti of state law. Attach a stateraentttat describes specifically where your organizing document meets this requirement, such as a reference to-a particular article or section In your oârtring d o c ^ n t or by operation of state law. Sea the InstracUons, including Appendix B, for infomiErtlon about the special provisions that need to ba contained in your organiztog Socumeirt. Go to lins 2*

• Yes El No •

® private operaHng foundation? To be a private (iterating foundation you must engage direofly h the adto c o n ^ of charitable, religious, educational, and similar activities, as opposed to Mreotly o ^ i n g ^ these actlvltiM by providing grants to Individuats or other orsanlzattSns. If ês," go to nne 3. If "No," go to the signatuta secton of Part XI.

• Yes • No

S Have you fWe d tor one «• more years? If "Yes," attadi fkiancial Informaaon showing that you are a private operating foundaBcau go to tiie agnature secBon of Part M. If "No," continue to Tme 4: " " " ° • Yes • No

î™ y°"attaêd either (1) afffdavlt or opinion of counsel, {ncluding a written afBdavH or opinbn from a cerfafied public accountant or accounfng firm with expertise regarding this tax law raattCT), ttetsete forth facte ooncei ng your opaaBons and stpport to demonstrate that you are likely to ^ i s ^ «ie requirements to be classified as a private operating foundation; or (2) a statement describing your proposed operaBons as a private opeiitlngfoundaBon?

• Yes • No

® M e K ^ ' ^ requesfng by check&ig one of the choices below.

The oraantation Is not a private foundation because it is: a 509(a)(1) and 170(b)Cl)(/ (i>-a church ora conventton or assoclôn of churches. Complete and attach Schedule A. b 509(^) and 170(b)(1){/ÔI)-a school. Complete and attach Schedule B. ® coopeiative hospital service organlzaHon, or a medical research

organtzaBon operated In coti]unction with a hospital. Complete and attach Schedule C. d ongantetton supporting dther one or mora organizations described In line 6a throuah c. f a or h

or a publicly supported section S01fc)f4V. g).Tt61 oraanlzaW Complete and atSch SchedtJe D

• • • •

f=9tm 1023 (Pet. s-2oa6)

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Foim loea IRCT. 6-200 Main« PuMic Charily Status (Contlnuedi

ElN; 45 - 2823612 11

f S09^(1) and l7O(b)(1Kii 0v^~an organization operated for the benefit of a college or univetsay that Is owned or operated by a govemmantal unit;

3 509(a)(1) and 170G3)(11(A)(tf9-an organization that receives a aibstantial part of Its financial support in the form •butlons fi-om publicly supported organlzattons, from a governmental unit, or from the general pubnc. of

h 609(a)(2)—an organization that nomially receives not more than one-third of its financial simport from gross investment income and receives more than one-third of its finandS support from contributions, membeishto fees, and gross receipts from aceviOes related to its exempt functions (siAjoct to certain axcepflons).

I A publl^ supported organization, but unsure If It Is described h Sg w Sh. tlie organbsafion would like the IRS to qeclce the correct status.

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6 if checked box g, h, or I In question 5 above, one of the boxes below. Ref^ to the" must request either advance or a deAiitive niiing by

(Ions to determine v»hfeh type of niling you are eBgibte to receive. „ ...wwMwuwi.. ..v u&Kjiiiiiiro mJivii Wl luiliiy a Rc«5;est for Advance RuDng: By checking this box and signing the consent, pursuant to section 6501 {d(4) of

^.^TcffV^^JîL^ » extend the statute of limitations on lha asaesament of ^ PPly f y®" not establish public support status

at tha end of the 5-year advance ruffng period. The assessment period will be extended f « the 6 advice ruling ® y®®^ ^ monflis, and 15 days tseyond the end of the first year. You have the right to refuse or limit

fte eodendon to a inutu^y agreed-upon period of time or issue(s), PubBcatlon 1036, Ectencffng the Tax Assessment Penod, provide® a more detaSed explanation of your rights and the consaeiuencoa of the choices

"RS we" sfte at miw.te.50i' or by caHIng S'S?'"? consent"ot deprive you of any appeal nghts to which you Would

m o i ^ entitled. If you decide not to extend the statute of llmitatiors. you are not eligible for an advance

For Oiganization

(Stgnatura of Officsr, •Ireoter.TruBlee. or oilier authorizotf oHIcIsi) (IVpa or print name of slgnei]

(rypa or print title or authortly of signei)

For IRS Use Or y

B 3 Cttector, B(empt OtgantaHons

D

JÎ-'"® « V®" have compiated one tax year of at least 8 lul months and you requesting a definitive ruling. To oonflnm your pubHc support status, answer Dna ebffl if vou checked box

i n s v i S t t s S ' t ^ d " I I n e T a b o v e . K X k ^ tox i inîla's

ffl (a] Enter 2 « of line 8. column (e) on Part K-A. Stat^nent of Revenues and Expanses, ^ u n t contributed by each person, company, or orgartzatfon whose

gifts totaled more than the 2% amount. If the answer Is "None," check this box.

S l l f ^ T " " 1 , 2 , and 9 of Part K-A. Statement of Revenues and S ^ f e " K " o K S K ® ^ ^^^ disqualified person. If tha

^ ? ^ Statement of Revenues and Expenses, attach ^ ^ payer, other than a disqualified person, whose

L®®®" ^.l? 'if't® Statement of Revenues^d Expenses, or $5,000. If tfie answer is "None," chock Ihls box. 7 Kd you receive any unusud grants during any of fte years shown on Part IX-A. StatEment of

S l i ^ f l S f • Including the name of the contributor. and amount of the grant a bnef descnptic»i of the grant, and expJaIn vrtiy it is unusual.

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ra^®^ racelpfa h a v e not exceeded « wSI not exceed $ 1 0 ^ 0 annually wer a 4-year p 4 ) d . the mqidred tier f e ^ p s ^ w t

F^kihs k&ywoTt} boajtsroq Customer Account Sen/lcea af MJ7-829-6500 forcun&itlnfornma.

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CrnZENS OFTHE WORLD CHARIER SCHOOLS. H N 45-2823612 Apptteatfon for Recogmflon of Exemplion Ptann 1023

T A B L E O g i m T T R l T R

E X H T B I T A :

E X H I B i r B :

E X H I B i r C :

B X H I B r r D :

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EXHIBirF;

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Confonned Copy of Articles of Ihcoiporation


Part IV - Narralive Description of Activities

Part V - Compensation and Other Financial Airangements Your Officers, Directors, Trustees, Employees, and Independent Contractors

la- l ist of Officers and Directors 3a- Names. Qualifications. Average Honrs WnrVaH, anH

Daties* 5. Conflict of Interest Policy

*For additiond information, please see the resmnes for each director attached to Exhibit D.

Part VI - Your Members and Other Individuals and Corporations that Receive Benefits From Yon

Programs that provide services and fimd«i to organizatinns

Part Vm - Your Specific Activities

2a. 2b. 4a. 4b. 4d. 10. 13b. 13d. 13e. 131 13g. 15.

Attempts to influence lafrii Tflrinn Section SQirh^electioi^ FnndraiCTTi g TOOgrams Contracts with hired fiindraisftrfi Pundraising jurisdictions Ihtellectnalpmpftrty Descriptiott of gants and exempt purposes Relationsliip with recipient orfp>nly.flrions Recordkeepinfr Description of selection prnnftss Description of oversight procedures Close ConsectioTf

EXHIBIT G: Part K - Financial Data

BXHIBrr H:

79208.000002 EMF_US39S681Kv4

A. Statement of Revenue and Expenses - Lines 22 and 23 B. Balance Sheet

Form Intellectual Property license Agreement

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Conformed Copy of Articles of Incorporation

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CmZENS OF THB WORLD CHARTER SCHOOLS. EIN45-2823612 Application for RecogidtioiiafEKenipSon Fona 1023

EXHtBITB


79208.000002 EMF_US 39558165V4

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C I T I Z E N S O F T H E W O B L D C H A H I E R S C H O O L S

A C ^ o r n S a Nonprof i tPnl i l lc Benefit Corporafion

A R T I C L E I C H A K E T A B L B PURPOSES

Section 1. .Geaer^Pmpose. 13138 coiporadonis aaoiqirofit pubKcbeaefit coiporation and is not organized for fee prfyata gain of any peison. It is organized under flie CaliftraiaNorqirofitPublic Benefit CoiporationLaw (fee "Lasv") for cliaiitahlepmposes

"I HScoôiatiOT is orgarazed and shall 1)8 operated exclusively to ^ d chantablepmposes within liiemeaniiig of Section 501(c)(3) of the IhtemalRevemjs Code of 1986, as amcj3ded,<athficon:espondingprovisionsofany&tareUmtedStatesintetnMrevra^^ law(1fae 'Code'^.Notwitiistanding any otherprovision of these Bylaws, n o ^ c q ) t t o an insubstantial dcgre< engage ia any acsfivities or exercise anypowets that are not

3 mfiirflierance of theponposes offhis cogjoration, and the corporation diallnot cany on any oflier acti atira notpearattedto be carried on (a)by acoipoiation exempt fiom federal income

o t. S ^ ^ c P ^ o s e . ThespeaficpmposeofCitizensoftheWorld 3 Spools IS to fecihtate the creation and operatiai of new nonprofit schools Ifarou^

plan^g, f u ^ a ^ , aMdemic support and planning, evaluations, andfeoiUties accuisifion and development AdditionaUy, the corporation may engage in any activities feat are reasonably related to or in fbHieiance of its stated educational, charitable and pubUc purooses or in anv other charitable activities. . ,

3) A R T I C L E ILOHPrCES

Section 1.. Principal Office. The principal office oftheconjoration for flie me Dusmess of the cornoratfnn n1»all Via o^J -j .

location to another. ' " " """" office fixjm one

ARTICLE m. NO MBMHERS

The côration Iiave no members mthin flie meaning of Section 5056 of the JLAW. tlOn WmCil OTnerWISA XcmnM i-aniitr-a at n.-n'.n.l în-u^ t only of the Board.

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ASnCStB IV. DIRECTORS

Ihcoiporatioii «Atbdes'% fcese Bylaws, and flie Law, fixe activities aud a t o of the ôratiQii shaUbe amdnoted and all cojporat poweaB shall be exercisedby or under-fte direction of the Board. TheBoaidmayddesatefhemanagBmeatoftheactivMesofîe coipoiationto aaypersoa or persona, a inanagsnentcoc5»any, or committees however composed, piovaded tothe activrties aodaffeirs of flie ttjôtatioa shaH be managed and all coqiorêpowers M b e eacetdaedrnderfhealtimafe direction of IheBoard. SuWectto the sme s ta t ions , fteBoarddjaU have aUporwerspemutted to of directors of anonprofitpubliobeaefitcoiporatioa

T &ction2. Mpmberofpgectcirrfi. IheamribcrofdtPeetorsdMUcaDastofnot less f h a n ^ ( 3 ) nor ^ ^ ^ fixed withm such liiuts by resolution of the Board as enacted fiom time to time.

. Election of Term nf n^^^f^^^ ^^^^^ j ^ ^ ^ ^ r S f of 1iieBo«4 but directors maybe deoted at any special meeting of iheBoard h d d f o r t h a t p ^ o s e . Eachdirect<a:diaI lhddofgceforatermoffhiee(3)y^sandTUrtaa

for a e e ^ c b ^ e s s of su<^reBignation; provided, howeve ^

wthoutadulyelected^tormchargeof its affairs. Iffheresignatiottisêctiveatafutaie tmâsuccessor may be elected bef<sre such time, to lêoffice when the resignat ^^ esective.

. BSSSS^. -AnydxiectormaybeiemovedwifliorwiUioutcausebv

IheafSnnative vote of am^'orfljr of the directors fhea in office. ^

Secti&ii6. ^ VacanctesintieBoardshaUbefiaedbythe

- ^ ^ ^ y o r v a c a n o i e s i n t h s B o a r d s h a n b e d e e m e d t o c a d s t m c a s e o f f h e ^ ^ ^ r e s i ^ a t i o n , o r ^ y a l o f ^ y Rector, o r i f the aiifhorize^

A ..J . S e e U o n ? . toerestedPjrectois, Not more than 49% o f ^ e persons serving on fheBoardat^ytacmaybeinterestedpersons. Aa^'intereêdperson" is (1) ^ S S S ?

w h e t h e r a s a f e U - t m i e o r p a r t - t m e e i n p l o y e e , i n d e p e n d e n t c o n t r a d o r , o r o f h e t w f a ^

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any reasonable compeosatioapaid to a director as director; and (2) any brother, sister, ancestor, descorfan^, spoMe, brother-in-law, sister-in-law of any such person. Notwiaistandi^the foregoma any yiolation of fhe provisions of this Sectioa shall not affect fibe validity or • eo&iceability of any transaction enteredintobyfhe corporation.

t- ^ . PfaceofMeetin^. Regular or special meetings of flieBoard sh^ beheldat anyplace wOm. or mfhoutthe State of Califbtida which has been designated fioin toe to tme b j ^ Board. In &e absence of sudi designation, legularmeetings shaU be held at the prmcipEU oface of the coipoiation.

^ „ SBgnlarMeetbgs, Regular meetings oftfae Board all be held without call or notice on such dales and at such times as may bo fixed by fhe Board. Snch regular meetings M include ati anmial meeting to elect dire«5tors then im jfot election and to ^ductaU other biKiness as m^prgpedycomebefore the Board. Theamm^meefingahdl •take place at such tma and place as defennioed by resohitioa of the Board.

SMtionlO, SpeciiaMeBtinfs. Spedalmeetingsoffhe Board for any purpose or purposes may be called at any timeby the President, the Secretary, or any two (2) t&ectois.

, . ,^®®f«^®®tm8Sof(heBoardshaHbeheWuponfourd!Lys'writt^^ firat-dass 1^1 ot48 h o W notice deHvered (1) personal^ (which maybe oral or written), fiaby t e Iq>hon5 ,^ ludâvoKemessa^gsys tem,or ( i i i )by '^^^^ ^ coôiatiou (as de&edbelow). Writtennotice shall be addressed or deliveted to e 4 i director athis orherphysical or emafl address, as appUcable as itis shown upon fixe records of the ooipoiation,OTas may have been given to Ihe coxporationby fhe dirw or,ifBuchaddrîsn^staonsuchiccordsorisnot ^ whichtheiroetmgsofthedirectorsareiegulailyheld "Electronicttansmisdoiibydie cQQwafaon nieans aconmumcation (a) delivered by (1) facsimile or email when directed to the fecsmê nimiber or address, respectively, for fliat recipient on record ^ ^ ^ (z ipostmgoaan electromcmcssaczeboflTri nT<n<4wnrVi»iit/,t. ft,= .f^ , „ ^

— - - - upon me laieroimeposmig or delivery ofthe separate notice thereof or (3) o&exmeans of dcctmnic communioation, (b) to a r e c ^ t w h o h M provided anmireyok^ consent to the use of those means of transmission fbr commmdcations mder or pursu^tto fhe I^ ,and(o) that createsarecord that is capable of letent^^^ and review, and that may thereafter be rendered into deady legible form.

^ v . . to havebeen given at fhe time awrit^ to liavebeeapmat&etimeitispeisonallydeliveredto the recipient or is delivered to a

system.

Secfioall. W y e r of Notice. Notice ofa meeting need not be given to any agns awaiver of notice or awrittan cnnq«nf ^ ^ a ^ r s ^

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of aeniitmtes fliereo^ wtether before or after the meeting, onsho attmdsiiiemeetmgwifeout protesting, prior (hereto or at its conmencement, the lack of notice to sodi direotar. ^ sucli waivers, cwisents, and lovida diall t e filed \vith the corporate records ormadeapat of file minutes of tbe zneetiag.

Section 12. Qaomm. A jnsgoiityoffhe directors Ihea in office coBstitutes a quorum qfthe Board for the transaction of buaness, sxcqatto adjourn as provided in Section 14 of this Article. AllmatterS âllbe decided bythe vote of lainajoiiQr of directors present at a m e ^ g duly held at -which a qoMUin is present, and every sudi act w decision shall be the act of Ae ârd, unless a greater iwmlxr is reqoiied by law, ihe Articles or-fljeseBy^^ Wiftont hmitmg the fiaegomg, the actions listed in Section 17(a) fhrou^ Section sh^ require fee vote of ainajonty of all directors thenin office in order to be effective. Ameeting at whidx a qwjrum is imtiaUypresentniay conJinae to transact biiêss notwithstanding the withdraw^ of directors, if any action taken is approved by at least amqority of the required quorum fbr such meenng.

Section Paiticapationin Meetings bv Conference Teleohnne. Members of

puectors partwapatrng in the meeting can hear one another.

SectionM. Adjoumment. A majority ofthe directors present, whether ornot a • quorumis^M^mayadjoumaivBoardmeetingtoanotherthueandplace. Noticeofthetime

andplace o f h o l ^ an adjourned meeting need not be given to absent directors if the tnne and place IS feed at the meetmg adjourned, except tiiat if fee meeting is adjomed for more than 24 bouts, nbbce of any a<ômnment to another time or place shaU be given prior to the time of the reconvened meeting to the directors who were not present at the time of adjournment

, , V ^ • A' ^ôa' rifaoTitMeetins. Any action required or pennitted to be taken by the Board may be taken without a meeting if afl members of the Board shaU mdividuallyorroUectivBlyconsentinwritingtosuchaction. S«ch consent or consents shall ' have the same effert as a imanimoTis vote of the Board and shaU be filed with the minutes of the proceedmg^ of the Board. Direotorsmay consent, vote, or otherwise take action under tiiis Section 15 byasigneddocdmrnttransmittedby mail, messenger, courier, email facsimile, or any other reasijnÎe method satisfectory to the Chaif(if any) or thePlesident •

Action 16. Sija^s pf Inspecting. Every director aihall have the absohiteri At at a ^ rônable tame to mqiect and cc^y any and all books, records, and documents of e v ^ land of fee corporation, and to inspect the physical properties of the corporation,

. i f i ^ ^ ^ S t e T h e B o a r d m a y d e s i g n a t e a n d a p p o i n t o n e o r mwe coi^ttew, each consistmg of at least two (2) directors andno non-directoriiembers, and delegate to such committees any of the authority of the Board except with respectto-

any committee;

(a)

(b) The fixing ofcompensation of the directors for serving on the Board or on

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(c) The amo^ment or rqieal of bykws or fhe adoption of aew bjiaws;

(d)" The amendment or rqieal of any tesolutioE of the Boaid wMchby its express t«ias & not so ameadable or rêal^le;

(e) The appointoient of conmntlses of Ihe Board or the moribras &8teo:6

The approval of any self-dealing ttanaaolion, as defined Sn Se<aLon S233(a) of&e CalifbmiaNGnpiofitPublic Benefit ComoralidnLaw, except as provided in Section 5233(d)C3) of soch law, • ^

Theexpaciditiireofcoii)orateflmdstosupp0iiano!niincej^ •fhfice are more people nominated for diteoba: tiian can be elect^.

g- " vA uivuuuiuu uxuiLWiuio liicii. lU ojuElC^ aUtt SUuQ. COlmiUKeo maybe designated by any name fhe Board shaU spedfy. The Board may o in t , in the same manner, alternate membras of aiiy committee who tci&v renlace anv Assent memlief at any • V TTuv uMtjr Bugr XlUSUIOefc Si ouy

meeting of the conmritt^. The Board shall have tiie power to prescribe fhe manner in which proceedings of any commit tee âll be inducted. Udess the Board or such committee c o i ^ e e ^ s a be governed by the provisions of this Article appUcable to meeting fac t ions of flie Board. Mmntesdiall be ksgptofeachmeeting of each committee.

^ . . S ^ o n l S . AdnaoryComTTiTttBfts, The Board m ^ , by resolntion adopted by a môntyofthe directors fhenm office, create one or more advisoiy committees to sorve at flie pleasure of the Board, Bach advisory committee Aall have at least one (1) director as a membOT at all tmies. Other appointments to soch advisory committees need not, but may, be directors. The Board s h ^ appoint and discharge advisory cranmittee members at wilt AH actions and reCOmmendatioilS o f Ts ai. _«. « •

D given effect.

Section 19. Audit rjjî^tnitt^ if fhe ccaporaaonieceives or accraes in any fis^ year gcoas revenue of tvp million dollars ($2,000,000) or more, exclusive of grants and contracts for services with, govemmentsa entities fbi which the govemmmtal entity requiies anaccomitmgofliiefends received, the cQipoiationdiall do thefoUowing:

ptmcîles that are auditedby an indepeindent certifiedpiibKc accountant in confbnnity with eenerallvaccentedauditms standar<l<L "Rnr imvTinna-n.4{f ^^^^ a j-'L.

—^ u i uwvcuuucul Auoianx oianaaras. issued bv fhe C o m p t o ^ G ^ of United States (fhe YeUow Boole). If the coiporationis w i t r fee oonttol of t h e r orgamzation, the controlling organizattonmay prq)are a consoEdated financial statement. The audited financial statemtaHs diaHbemade available for inmecfion by &B Attorney Qenerdandbymeinbers ofthepubHono" later than nine months aflerthe dose of the fiscalyearfowhichfhestatemenfsidat& The coipotationshaU make such annual audited

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finandai statements avaUable to fhepublic in the same mamier that is prescribed Sx IRS Foim 990 by CJodeSôn 6104(d) and associatedtegulations.

(b) Have an audit cOTUJEdtteeagpomtedby theBoar^ mayincludepKsonswlio are not directors. The aaditccCTmittee M o o t include any membets of the sta^ including the President and the Clii«sf Financial Officer (wheSier or not sudipeisona ûnpaid volnnteeis). The audit connnittee may have as few as one member. Kthecoqwaation has afinanceBonnmtlee,itmnstbesâratefi:omtheauditCQmnjittce. Members of the jBtaancd committee may serve on the audit committee. The chaiiperson of the audit camaiittee may not be amember of the finance committee. Members ofthe finance conmaittee sliaU constitutBless ifaan on^haJfofthe memberdiip ofthe audit committee. Members of &B audit committee M not receive tmy compensation firomthe coiporationin excess ofthe compensation, if any, then received by daeotois for service on the Board, Members ofthe audit committee shallnothave a mêridfinancid interest in any entity doing bnêss with the ooiporation. Ifthe corporation is mder the (^trol of anothec coiporation. theaudit committee may be part ofthe board of directors of toe controffing coiporalion. Subject to the supervision of fiie Board, fee audit w n ^ e e shaU be reônstble for recommending to the Board &e retention and tennination of feemdqjen^nt auôr and may negotiate fee indq>endent auditor's conmensatioB, onbdialf of the Board. —jv— ..

Section 20. Comp^psatiro. Directors and members of committees shall not reeerveanycQmpmsationfor1faeirservicesbut,byresolutionoftheBoard, afixedsumand ' e ^ m ^ s Qf attwd^ce, if my, niay be aflowed &r attendance at any regular or special meeting oflheBoard NotogshaU preclude any director ftom serving the coip««ation in any ofi ^ capacity andreceivmgreasonable compeosation for such services.

ARTICLE V. OFFICERS

•n ^ Section 1. Reqmred OfSceyg. The officers ofthe corporation didl be a ^ S ^ t a r y md a CMefKnandal Officer, each of whom shallbe <ôseaby and hold-officeat thepleasure of the Board. Any number of offices required or pemiitted by I te maybe held by the same person, except that the Secretary and CHef Financial Officer mavnot serve concunentiy as President or Cfaair of theBoard (if any).

SwUoiia. Pe^ttedOj^Qra. TheBoardmaychooseaChairoftheBoard. one or more additicaial VicePrestdrats, one or more Asastant Secretaries, one or more Assistoit Treasures, M h o M office for suijhperiod,have such au&ority and pJrfomsuc^ pleasure nwy from tune to tirne determine.

sections. Election of Officer .. The pffioers ^ be elected by the Boaid at

themselves m office. Each person ected as an officer diaU continue in ofEce until the next

until his eadier death, resignation onemoval ia accoidance with liiBS® Bylaws, "^cancies of ofSceis caBsedby death, resignation, lemovd or kaeas^ in the mmiber of officers nm^ by the Board at aregalaror Bpedal meedng.

Section4. Removal of OfBeas. AnyofficormayljeremovedatiBiylime wifli or "vritfaout cause and wifli orwiaioxitiujticeljy tiie affirmative vote of the Boaid. •

Section 5. . Preaaeat Subject to the discretion and control of the Board, tiie

delegatedbyfijeBoardfijomtiniototime. IffhecojporationhasnoChairoftheBoaritiimlhe Ptesideit shall preside at allnteetings of theBo^.

Section 6. Secretary. The Secretary shall he (he custodian ofthe seal of the corporation and ofthe books and records and files tiiereof. H e Secretary shall ieep or caase to

Q be kept, at the principal oftice or sochoflier place as the Board m ^ order, a minute book of meetings oftheBoatd and its committees. The Secretary shall also kem, or cause to be kept at the piindpal office in the State of Califbinia the origin^ or a copy of the Articles of

. liicorpoiôn and Bylaws ofthe corporation, as amaided to date. The Secretary all give, or cause to be g i v ^ notice of all meetings of tiie Boatdand any committee fliereof teqpired by

Q duties asmty be delegated by theBoard.

Section 7. Chief Financial Offieer. The CaaefFinandal Officer «Tia11 V^M,

Kabitities, rece^ts and disbursements, and all send or cause to be sent to flie directors of the • 'ô'^^^^sucbfinancialstatementsandrepottsasatebylawortheseBylawsreQuiredtobe

sent to fhem. Ihc Chief Financial Officer sbdl 6sgod% or cause to be dqiosited, all monies and otfa» valuables m tiie name and to tiie credit of tiie coiporation and such depositaries as may be designatedby flic Board. The ChiefKnancial officer sMl disburse tiwfimds of the coraoration as may be orderedby tiie Board, shall rendetfo the President or flie directors, whenever regues^, an account of all transactions and oftiie financial condition of the coipotalian, and

^ âllbaveaudioti ierpoweisandpetfbiinsuchofl iwdutiesasmaybedelegatedbylheBoaid.

_ sections. Compensation, TheBoard^laUdeddeaHmattersrclatinglothe compensation of any officer. No salaried officer serving on tiie Board M be permitted )o vote on tas orber o-sra compensation as an officer. TheBoard, or an auliiorized Board Committee, s ^ review and approve tiie compajsation, incMding benefits, of the f resident and the diief

Officer to assure flatit isjust andieasonable. His review andapproval shall occur f"âUyupontiiehirmgofsudiofficer,wi,eaevcrtiietemiofemployraent,ifany, oftiieofficer isr<»ewedorex^dcd,andTrfienevertheofficor'scompet^^^ Separate review

this sections sihall be satisfied ifreview and approval is obtaiiied from the board, S a n

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aufljorizcd committee of Qie board, of theciaritable coiporationfhatnidces reteaitiioa and compaisation decidoQs iiâidicg aparticulaorindividu^

ARTICLE VL INDEMNIFICATION OF AGHHTS OF THE CORPORATION-3 I I A B I L n m N S U ] ^ C B

Section 1. T3iecc)q»!ra1J(mdiallmdeninify any person'vA or liiceatraed to be made a party to any Proceeding (ofher than kL'action by or in the riît o f the corpcnatioa to procure ajudgment in itafiivor, an actionbroii^ under Section 5233 oftheLaw, or an actioobiOB^ljyfheAttomey General or apcisongratttedrdatcirstetusbyfeAttot^ '

^ Generalforany breach of dulyrelatingto assets heM in a cbatifable trust) by reason of the fiot that such person is orwas againstEiênsra Judgments, fees, seta amounts actually and reasonably incuxied in coonectitm vdth such Proceeding af sudx person acted in good feith and in a maimer sudi peisoa reasonably believed to be in tiie best interests of the coipocation, and, in the case of a criminal Proceeding, had no reasonable cause to believe a e

settlement, oorivioti[on,oruponapleaofnolocontcndereoritaeqaivalen^shaEnot,ofiisBl:^ • «r®a*®apre8nmptionifaatsuchpttsoadidnotactingoodfii4andinamami®

person reasonably believed to be in the best interests of the corporation, or that suchpersonhad reasondjle cause to believe that sachperscm's conduct was imlawfiiL

Sectioa2. The coiporation shall indemnify anypersm who v/as or is aparty

ri^t of the corporation or brou^t under Section 5233 of the Law, or brou^tby the Attorney

assets heldm a chantable trust, to procure a judgment in its fevor byxeason of the feet feat such person w or was an Agent, against E>q)enses. actually and reasonably inoiHied by such person in connection wiih the defense or settlement of such action, if BUftlinAnsriti A fdirUti tmn^ feSti. jug,

3 mcliidmgieason^leuiqTO^.as anordhianlyprudeatpeisonittali^^ amilar caxsumstances, excq>tthat no indennification shall be made under this Section 2: ® in. req>ect of any claim, issue or matter as to c h such person shdl have been adjudged to be liable to the coloration inihe perfonnance of suohpexson's duties to the corporation, unless and only to ffie extent that ftie court in wMdh sudh Proceeding is or was pending shall determme upon

setflmg or otherwise disposmg of alhreateued or pending action, with or without court mprovat or (lu) of Eêases mcucred m defending a threatened or pending action wHch is setded OT otherwise diôsed of wifliout corat roval urdera it is settled wifii the l o v a l of the Attorney General .

TotheextentfhatanAgeatofthecoiporatioiihasbeeasuccessfiil on the meats m defenseof^yProceedingreferred to in Section 1 or Section 2 hereof or in de^reofmyolaur^ isêormattertherem, tiie Agent shall be indenmified against emenses actuaUyandreasonablyincunedbytheAgentiaconnectionfiiBrewith.

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Sectiott4. Excqrt as provided in Seoti(m 3 hsieofaay indemnification Ms Article VI sMbemada by the coqioratioaLOii] if arfhorized in the sperafio case> upon a determmatioa fliat indenmificatiDn of fhe Agent is proper in the ciicumsiances because the Agent

met the applicable standard of conduct set forth in Section 1 orSection 2 hereof by: (i) amqority vote of a quoram consfedng of directois who are not parties to such Pioceedins or <H) the court in which such Proceeding is or was pending upon appKcafion niade by ttie corporation, the Agent or the attorney or ofiier personrendering serrices in oonaection with the defense whether or not fiBohe^jpIicationbyaie Agent attorney or (rfheipeison is opposedbythe corporation.

Section 5. Bjqjenses incurred in defiaiding any Proceeding maybe advanced byfte corporation prior to fte final disposition of suchftoceedingxiponrecdipt of an •undertsJdng by or on bdialf of flie Agait to rgyay such amount unless it shall be detammBd mtimately fiiat the Agent is entifled to be indemnified as authorized in this Article VL

Section6. NoindannificafionoradvanceshallbemadeandQrtfaisArticleVI racept ffi provided in Section 3 or clause C^ of Section 4» in any circumstance e r e it appears:

0 W^JiatitwonldbeinwrnsistentwithaprovisionoftheArticlesoflttooipoiatio^ corporation, these Bylaws, or an agreement in effect at flie time of the accrual of tiie alleged cause of action asserted in the Proceeding in which ihe Expenses were incurred or other aaiounts were paid, which piohibils or olliervrise limits indemnification; or (ii) that it would be inconsistent with any condition eîessly imposed by a court in approving a settlemeniL

Section?. The co^ration shall hwre power to purchase andmaintain ^surance onbdialf of any Agent against any liability asserted against or incurred by the Agent m such capacity or arising out of fhe Agent's stahjs as sodh whether or not the corporation would have the power to mdemnify the Agent against such liabiUty under tiie provisions of fcis Article VIj provide!^ however fiiat fhe corporation diall lave no powei to purchase and:maintain aach insurance to mdemnify any Agent for a violation of Section 5233 of fhe Law.

D S^tionS. ForthepujposesoffhisArtLcIeVX(xO"Ag(ai1?'meaiisanypeison who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the coipoiation as a director, ofScer, employee or agent of anotkesr foreign or dêstic coloration, partnership, joint venture, trust or other enteqaise, or was a director officer, employee ox agent of a foreign or domestic cotporafion wHoh was apredecessor corporation of fhe coiporation or of another enteiprise at file request of suet predecessor

S OTôration; (a) ''Aftomey General'' means flie Attorney General of the State of Califemia; (m) ' ^ e n s e t f ' include wifiiout limitation, attorneys' &es and any esmenses of establishine a liÛo inden^cation under sections orclause (ii) of Section 4; andCtv) 'Tioceeding" means any threatened, pending or completed action or pioceedin& wiefher dviL cvritninai administrative or-investigative.

ARTICLE VILKEPORTS

Nolatertoonebnndredtwenty(120)da3raaflier1hecloseoffhecoiporatim^^ fi^ yew, the coiporation shall fenrish to all of liie directors ar^rtôntainingfiiefeUavrinK mfoimationm reasonable detail: ^ ^

-J

1. the of tte preceding fiscal year.

2. "I^prituapal changes m assets and liabUMes,kclTid^ thepreceding fiscal year.

3. Thereêoue or leo^ts of fee coiporation, •bothnmrestricted andrestncted to particular pmpo^, for (hepreceding :&cal year,.

4. The expenses or disbursemeaits oflhe waporaJion, for toth general and restricted pviipofics, doling fhe preceding fiscal year.

5. V^&re3Dectto.tkenrecedm«rfififtBl-w>sr (a) boft (i) fte coiporatioii and afiier a director or officer of the coiporation (or ite parent or subsidiary) and 0i) morefiiaii SS0,00{H or (b) any indemnifications or advances aggregating

. moietliaii$10,000paiddTirmgaofiscaIyearto any officer or director of the coiporation.

'IêrepoitrcquiiedbythisArlicIediaUbeaccQmpaniedbyanyreportthfireonof there is no such reporli by the certificate of an anfiiorized officer

the co^ration.

ARTICLB VUL OTHBRPROVISIONS

. . . , ?°fection of Articles andBâws. The co^ôralion shall ke«5> in iteprmcipal office m the State ofCdifomia the o r i ^ copy of its Articles ofincoipoiationand of these Bylaws as amended to date. wMch all be open to inspectionby the directors an^ other persons as required by Uw, at all reasonable timeB daring ofBce hois.

r Section 2. mdoisBmeat ofDocnments! Onniranfa fn rr^yi-iinm of apphoable law, any note, mor^ge^ evidence of indebtedness, contract, conveyance, or other mstroment jn wntmg and any assignment or endorsement thereof executed or entered into b e t w ^ flie corporationand aaay ofhsr person, whai signed by the Chair of ttieBoard, the

tof imtrunu^ i ^ y b e signed by aiiy other person orpeisoM m T k a c h ^ i i ^ w a ^ S S n e t o toe âll be detemnned by the Board, but, miess so anSiorized by the Board, no such parson or petSQM shall have any power or authority to bind the corporation by any contract or engagement topledgeitscreditortorenderitliableforanypnrposeoramotmt.

sections. Representation of Shares of Other Cotporatinns. Ihe President or any oth^ officer or officers atrihorizedhy the Board or the Resident are each authorized to vote

grained maybe esxenas^ eiQier by any such officer in person or by any person authorized so to do by proxy or power of attorosy duly executed by said officer.

10

Secdon 4, Loans to Dfrectors and Officers. Ilw coqioxation shall not mak© any loan ofmmey ox property to or guaiantee the obligation of any dircctoi or ofiBcw, unless

to a director or officer of the coipoiation or of its parent or any subsidiary for ggpftnfwg

provided tlat in tiie absence of such, advance, such director or officer would be enlitledto be rembUEsedforsuchexjaMesbyme wiporafion^tsparenfi oranysubsidiaiy. The provisions of this S^on .4 do not apply to (I) the payment of pieaDduoas in whole or in part by the coiporafion

. on a life insorauce policy of a director at officer so long as rqiayment to fixe coiporatioa of the amount pdd by it is secwed by the proceeds of the policy and its cashsraend^ value; or loan of money to w f « the benefit of an officer in circumstances where it is necessary, in the

-> Mgmmtoftho Board, to provide finaircmgforlhepTMdMseoftheprincipalredd officer in order to secure 1he services or contbued sorvioes of the officer and ihe loan is secured by real proper^ located in the state of Califonua.

Sections. Constmctionandrtafi-nHinTig. TTntPwfiiaw<-require^ the general provisions, rules of construction, and definitions contained in Part 1 of the

D CalifomiaNopprofit Corporation Law and in the Law shaH govem ibs construction of these Bylaws. Section referaices refer to sections in such Article unless otherwise noted.

Section 6. Ammdments. These Bylaws may be amendedorrqiealed by the affinnative vote of a majority of the numbcar of directors then in office.

3 (signflfare pagefoHows)

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( CERTCHCATO OF SECRBTARy

r THIS IS TO <JBKHtY: Hiatlamtixedtay deeted, qualified, and acting Sea-etaiy of CifizMs of fiie World Charter Soiods andtiiat the foregj&igBykws were duly adopted as the Bytews of such ca'poidion theBoard of Dfasectois thereof as of My22,20II.

Dated: .2011. 0 Eugene Sttaiib, Secretaiy

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aTIZBISOFTHBWOBLDCHAK.TERSCHOOLS.HN45-2823612 Applfcatioa for RecogaitionofExeniiitionFocm 1023

Tj^yHTHTTP

P a r t I V , NarraitiTB Pescf ipl ion o f Y o u r Activiliess

Citizens of the World Charter Schools (the "Corporatioa") was incoiporated on July 25,2011 as a California nonprofit public benefit corporation: The Corporation is organized and will be operated exclasavely for charitable and edncational purposes within flie riaeaning of Section 501(c)(3) of the Memal Revenue Code of 1986, as amended (flie "Code"). The specific puipose of tiie Q)rporatloa is to fecilitate the creation and operation of new nonprofit public charter schools through planning, ftindraising, academic support and planning, evaluations, and facilities acquisition and development One of the primary goals of the Corporation is to provide an accellent public education that is academically rigorous, is sodoeconomically, racially, and

- culturally Averse, and builds conmiunity both within and outside of the school.

Today, education^ inequity persists along economic and racial lines, in large part because our public schools r e m ^ segregated. It limits the life prospects of the 14 millicMi children growing up in poverty ki the United States today and dispcoportionatdLy impacts AMcan-America^^ Latino/Hispanic, and Native American children, who are ttnree times as likely to U^ income area. As a result, they are more likely to lack adequate health care, nutrition, housing, access to high-quality preschool programs, and suffer the ill effects of low academic expectations and discrimination. The Corporation intends for its affioyiated schools to have an immft^wfe beneficial impact on these underserved nnnorities by providing a high-quality kindergarten toough high school education. Our fiituieworldleaders will need to engage in cooperation,

Q dialogue and debate across racial, ethnic, economic and national boundaries. The Citizens of the World Charter Schools wiQ strive to build its students' capacity to be future world leaders -nothing less.

The Corporation intends to develop a national school system of public, nonprofit, tax-exempt charter schools - the Citizens of the World Charter Schools - which will focus on serving

^ diverse neighborhood communities and providing a highKjuality education for all students. With exceptional leadership at all levels and opportunities to participate in interactive, rigorous learning experiences with students ftom aU backgrounds, (his model, as detailed below nnder "Organization^ Stracture," will prepare students for success in college, a div^se society, and a ^obal economy, ia addition, by offermg a viable public school option in these neighborhoods, the Corporation will bring community involvement back into the public school system, and will

Q lift thek Aftican-Ameiican, latino/Hispanic, and Native American populations out of a cycle of poverty.

The Cojporation expects to supply educational, financid, managerial and administrative support to tiiese pubUc charter school affiliates, which the Corporation intends to help organize under tiie cohesive organizational structure described below. The Corporation will guide tiie growth and

0 development of regional boards to oversee these groups of local public charter schools. The Coiporation will provide support and leadership to these affiliate pubHc charter schools in the areas of strategic planning and growth, real estate acquisition and development, educational research and development, evaluation, fimdraismg and governance issues.

79208.000002 EMFJUS 3SJ68I6SV4

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Cm2ENS OF I H E WORLD CHARTER SCHOOLS, H N 45-2823612 AppBcadon fot Recognidon of ExempBon Fonn 1023

Finally, in fortherance of its exempt pmposes and subject to the control and oversight of the Board of Directors of the Corporation (the "Board"), fee Corporation may make grants to its aGEQiated public charter schools, or to other organizations organized and opraated exclusivdy for charitable and/or educational puiposes within the meaning of Code Section 170(c)(2)CB), which have received an IRS determination of their fflcemption from federal income taxation parsnant to Code Section 501(c)(3). For additional information regarding the Corporation's grantmaking program, please see Exhibit F.

OrpaniTiat ional StTDCture

Tfie cutting-edge govemance structure of flie charter school network that the Corporation will develop will ensm» h i ^ quality, empowered local leadership, and cost-efficiencies. The orgaaizaiional structure win be comprised of three entities: the Corporation, regional "Clusters" (which will house one or more local groups of dementaiy, middle and high schools, or "K-12 Groups"), and a Member Services Organization to provide support services. The Corporation has developed a common structure for the Qtizens of the World Charter Schools, as described hereiii> and will proirtde aH>ropriate financial oversight across the system.

The Corporation

The Corporation will serve as die national organization to (i) guide the growth and development of tiie Clusters, the K-12 Groups and the schools and (ii) ensure tiiat the fundamentals outlined above - academic rigor, diversity, community engagement and talent - are factored into the system at every level. The Corporation wiU facilitate tiie creation aad operation of new nonprofit, public charter schools tiuough planning, fundraising, academic support and planning, evaluations, and facilities acquisition and developroent The Corporation intends to provide its services at no cost.

The staff of the Coiporation is expected to b e kept relatively smaU, e v e n as tiie number of schools mcreases, botii to avoid an overly bureaucratic national management model, and to empower local coromunities and leaders to implanent the Qtizens of tiie World model. The Board currentiy includes tiirae committed public education experts, and is expected to be expanded over time to include experts in strategy, operations, education, fundraising, law, real estate, eitertainment and more. Descriptions of tiie Board's qudifications are included in Esdiibit D and resumes for each director are attached tiieieto. The Corporation is expected to

2 as tiie sde coiporate member of each Cluster. WhUe the Corporation itself wiU not hold any charters to operate schools, the Corporation is expected to have flie autiiority to recommend and prove major school polides, including budget, curriculum, admissions procedures, student conduct, school calendars and dispute resolution procedures. No Board member will be compensated by tiie Corporation or any otiier con^onent of the Citizens of tiie World Charter Schools system. The Corporation intends to provide its services to the austere, K-12 Groups

n and schools at no cost *

Regional Clmers/K.-12 Groups/Schools

Clusters will be 501(c)(3) tax-exempt, nonprofit organizations locaUy governed by regional boards of directors intended to incorporate local talent andleadersHp. Members of eachsuch

79208^)00002EMF_US 3956SI6SV4

CaTEENS OFTHE WORLD CHARTER SCHOOLS. H N 45-2823612 ApplicariottforRecognJlion of Exemption Fonn 1023

legional board will be selected by in accordance with ihe laws of the local jurisdiction. Each Cluster will be made up of one or more "K-12 Groups" (as defined bdlow), and in most cases win operate with two to three K-12 Groups under its direction. The hoard meetings of Clusters are expected to be held in the local community and be open to the general public. The board of the each Cluster will determine whether an advisory committee is desired. The K-12 GxOTps and the individual schools ate not expected to be housed in legal entities distinct for tax purposes &om the ^plicable Cluster. A K-12 Group is the kindergarten through grade 12 continuum for a community. A typical K-12 Group will have two elementary scbools (grades K-5), one middle school (grades 6-8) and one high school (grades 9-12). Admission/registration forms for the schools have not yet been developed. K-12 Groijqps wll be run by flie Executive Dnector of the

"iw®selectionoftheEKecutiveDirectoroftheaustershasnotbeenfmaIized,andmaydiffer • among the Clusters. The Corporation may conduct the initial executive search, reserve the right of final approval, or otherwise participate in the selection process.

Each atizens of the Wodd school within a K-12 Group will have a high degree of autonomy and ^ will be primarily operated by its Principal. Principals, teachers and other school personnel will

be OTiployees of the applicable Ouster. The Principal at each site will report to the Executive Director of the appHcable Cluster. Principals will be selected by the Executive Director of the applicable Cluster in consulution with ttie board of directors of such Quster^ will fiiave die responsibility for the day-to-day operations of the school, and wiH have the authority to hire and terminate school administrators, teachers and s t m i l a r key personnel.

^ Pursuant to the form InteUectual Property license Agreement attached hereto as Exhibit H schools will be required to include "Citizens of the World" in theirnames. No fees will be required for the use of such name, but no school will have the r i ^ t to retain the name should tfaey exit the Citizens of the World Charter Schools system. Each school will be required to observe tiie «CWC Fundamentals" of the Qtizens of the Worid Charter Schools model, as

3 defined in the Intellectual Property License Agreement At die same time, each school will be empowered to innovate as they identify and adapt to unique local needs. In addition fimds raised by the schools will be kept by such schools.

>

Member Services Organkation

g The Corporation intends to assist the Clusters in structuring a national support services organization to be led by the region^ leaders of the Clusters. It is expected that each Quster will serve as csne of the members of such "Member Services Organization" ("MSO"), which is

^ anonprofit, 501(c)(3) tax-exempt coiporation intended to qualify as a 509(a)(3) sapportmg organization, exclusively for the benefit of, to perform certain functions of m i to carry out tiie purposes of its 501(c)(3) members. In the alternative, the MSO maybe '

C' ^ venture taxable as a pass-through entity (a partnership or a limited UabiUty comply), p e Qtizens of the World Charter Schools structure does not include or foresee die

. mclusion of any for-profit entity, other tiian any required third-party service providers not related to the Coiporation, the Clusters, the MSO, or any of their respective officers and directors Please also note the Corporation's Conflict of Interest PoUcy attached to Exhibit D. The costs of the services provided by the MSO wiU be borne by the Clusters, K-12 Groups and schools

79208.000002 EMF.US 39368Itf5v4

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araZENS OFIHE WORLD CHAKIERSCHOOLS,EIN 45-2823612 AppEcafion for Re««iuaon<rfExfifflpt!oii Ram 1023

receiving the benefit of such services, without subsidy from the Coipoiation, Because the Clusters will control the MSO, the Cocporation does not foresee a management or administrative services agreement being necessary between the MSO aad the Clusters, K-12 Groups or sdiools Qiat it vTill serve, although one may be ent^ed into in the discretion of the MSO's members. The MSO is expected to be compensated at its cost for the goods and services provided to its members.

The MSO wai enable the schools to purchase goods and services as needed. TMs unique aspect of the Citi2ens of the Wodd Charter Schools stmcture removes several operational fijnctions and associated costs fi:om the Corporation, and ensures feat the needs of local leaders are mote (firectly driving flie scope, scale, negotiation and pridng of such support services and goods. Clusters, K-12 Groups and schools wHl contract and pay only for the level of siqjport they need Through competitive bidding processes and the MSO's afaUity to leverage the buying power of the Clusters, K-12 Groups and schools, the Corporation believes that the Citizens of t e World Charter Schools system will be able to both reduce the costs associated with employee benefits, iosuiance, telecommunications, office si:5)plies, etc., and ^ o w school Principals to remain focused on stadent achievement and community engagement The Board does not expect to be actively involved in the oversight of the MSO. The MSO will have no right to attend or vote at either Cluster or Corporation board meethigs, and the MSO will not serve as the liaison between tiie schools and the chartering authorities. The Corporation, the Qusteis and the MSO wiD abide by any reporting r e g i m e n t s the schools may have with respect to their respective chartering authorities.

Q Initial Launch

The initial group of schools ace ©tpected to be open for classes beginning in the faU of 2012. These future schools are in the process of submitting their charter appKcations, and a detailed cumculum remains in development

^ The Corporation intends to open no less than four regional Clusters between 2012 and 2016 and will remain open to opportunities to expand beyond this initial grovrth plan. Eacli Cluster wiU c c m ^ at least two K-12 Groups and serve over4,200 students at full enrolhnent At a minimum, the Corporation plan to serve nearly 17,000 children K-12 when all four initial Clusters reach maturity, making the Citizens of the World Charter Schools network comparable to a small to mediumrsized school district and the largest mixed-socioeconomic and mixed-race

• charter network in the country. •

Fiscal Matters

•nie financial health of fiie Qtizens of the World Charter Schools relies in part on philanthropic support to sustam operations. The Corporation expects to remain relatively lean to reduce its

C funding needs as much as possible, as it will not receive fees or other payments from the Clusters, K-12 Groups or schools for the services it provides.

The Corporation is herein applying for status as a pubUc charity, and beHeves that it will be able to attract broad pubHc support from private donors and foundations. The Corporation beUeves

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CmZENS OF THE W O R i p CHARTER SCHOOLS. E K 45-2823612 AHpEeatton for RecogaMon cf Exemption R m 1023

tiie activities it will conduct -research & devdopmeait, facilities, advocacy, growth and capacity - will resonate with fimders and will be fimdable over the long-tenn.

Given the planned divejse socio-economic makeup of the of Qtizens of fee Wodd Charter Schools' student populatico, the schools will benefit from comimmity fiandraising in a way that is not feasible for a i c a l all low-income school. The sdiools are eicpected to be d)le to operate financially independentty on a combination of state funding, community and parent contnTjudons, and the services expected to be provided at no cost to tiiem by the Corporation.

Lobbying Activities ..

The Corporadon may seek to serve as a leading advocate for charter schools, education^ reform and mnovative educational practices. The Corporation may advocate for legislative reform to allow for school choice in all states and to ensure that students frran all socio-economic and racial backgrounds have access to quality pubUc schools across the natioa However, not more than an insubstantial part of the Corporation's activities will constitnte the attempt to influence legisIaUon by propaganda or otterwise, within the meaning of Treasury Regulation 1.501(c)(3)-l(c)(3)(ii).

Public Support and Board Oversi^^t

To support its activides, the Corporation plans to raise funds by personal solidtatibns, solicitations by email and phone, and by accepting donations via the Coq)oration's forthcoming website (currently under consfracUon). The Coiporation intends to comply with aU applicable substantiation and disclosure requh:ementa, along with other appUcable laws, with respect to its fundraising activities.

Lastly, to ensure that the Corporation is carrying out its exempt purposes, the Board expects to meet at least quarterly to evaluate the performance of the Corporation and its officers. The Board wiU also provide oversight over fiscal matters and contribute to the development of poUcies to help ensure that the Corporation fulfills its charitable and educational purposes.

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CITIZENS OF THE WORLD CHARTER SCHOOLS, BIN 45-2823612 Application for Recognition of Exemption Form 1023

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F . Y m B T T T >

Part V. Compensation and Other Ftnancial Arrangements With Yonr Officers. Directors. Trustees. Employees, and Independent Contractors:

Line la ;

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Name Title Mailine address Compensation flimniinf

J. Kristean Dragon President 5371 WUshire Blvd Ste 210 Los Angeles, CA 90036 $258,000*

KrupaDesai Secretary and Chief Strategy Officer**

5371 Wnshire Blvd Ste 210 Los Angeles, CA 90036 $150,000

Tamikka Qaybrook Chief Financial Officer**

5371 Wilshire Blvd Ste 210 Los Angeles, CA 90036 $40,000

Christopher Forman Director 5371 Wilshire Blvd Ste 210 Los Angeles, CA 90036 None

Mark Gordon. Director 5371 Washire Blvd Ste 210 ' Los Angeles, CA 90036 None

Cam Stairett Director 5371 Wilshire Blvd Ste 210 Los Angeles, CA 90036 None

J

*TotaI compensation amount reflects a $215,000 salary aod an additional 20% in benefits.

**This footnote is included to explain what may appear to be a discrepancy in the Corporation's Statement of Revenues and Expenses for compensation in the current tax year. A former officer that served as Secretary and Chief Financial Officer received total compensation of $222,000 on an annualized basis, reflecting a $185,000 salary and an additional 20% in benefits. On the Statement of Revenues and Expenses, his salary is generally included for the current tax year but not included thereafter. Kmpa Desai's salary is reflected as "other salaries and wages" for the current tax year, reflecting her role as Chief Strategy Officer, but is shifted into "Compensation of officers, directors, and trustees" going forward to reflect her recent appointment as Secretary. Likewise, Tamikka Claybrook's salary is reflected as "other salaries and wages" for the current tax year, reflecting her previous role with the Corporation, biit is shifted into "Compensation of officers, directors, and trustees" going forward to reflect her recent appointment as Chief Financial Officer.

79208.000002 EMF_US 395«81S5v4

CnxZBNS OF THE WORLD CHARIER SCHOOLS, EIN45-28236U AppEcation foe Recognition of Exemption Fonn Iffia

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Name

J. Eristean Dragon

OoaHficattons

Ms. Dragon is Executive Director of The Wonder of Reading, a not-for-profit organization whose purpose is to inspire the love of leadOmg in childieru Ms. Dragon has served in several capacities witii Teach For America, including as a corps member in South Los Angeles, Executive Director of its Los Angeles operation, and ultimately Vice President, Re^onal Operations, in which she managed six western regions from Denver to Hawaii. She has also served as Professional Development Coordinator at UCLA's Center X, developing mathematics curricula and training for more than 4,000 teachers in the Los Angeles Unified School District. Ms. Dragon is a mBmber of the Board of Larchmont Charter Schools, and is Vice Chair of the Board of Community Magnet Charter School.

Average Honrs Worited 40 hours per week

P n f i e s

President, as d^cribedin Article V, Section 5 of the Bylaws attached hereto as Exhibit B.

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CITIZENS OF THE WORLD CHARTER SCHOOLS, BIN 45-2823612 Application for Recognition of Exemption Form 1023

Name Qualifications Average Hours Worked

Duties

Tamikka Claybrook Ms. Claybrook is the Chief Financial Officer and the Director of Administration and Operations for Citizens of the World Charter Schools. With almost 20 years in operations and administration management in non-profit and various for-profit industries, Ms. Claybrook has extensive experience developing and managing key operational departments, such as Finance, Human Resources, Accounts Payable, Treasury, Information Technology, Facilities, and Logistics. Ms. Claybrook previously served as the Director of Operations for a mobile office manufacturer and testing facility administrator, with a $4 million operating budget. In this role, Ms. Claybrook managed all previously mentioned operational fonctions, including the logistics of simultaneously proctoring the administration of the Medical College Admission Test (MCAT) at multiple locations nationwide and internationally. She also managed numerous multimillion dollar fitness facilities in Southem California, managing over 165 staff members. Focusing on Psychology and Accoimting, Ms. Claybrook earned her Bachelor of Arts degree, cum laude, from Ashford University.

16 hours per week

Chief Financial Officer, as described in Article V, Section 7, of the Bylaws attached hereto as Exhibit B.

79208.000002 EMF_US 39568165v4

Crn2ENS OF THE WORLD CHARTER SCHOOI^, H N 45-2823612 AppUtation forRecogsition of Exemption Form 1023

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Name

Christcqjher Foiman

Mark Gordon

OnaMtcatfons

Mr. Ponnan is President of The Decurion Cciporation and CEO of its sabsidiaries. From 1994 to 1996, Oiiis served as a director of Score Learning Coiporatioa, a company that (^crated storefeont, inteiactive learning centers where young stadents used coir^uters to improve their reading, writing, nath, and science skills. Mr. Fcareman is the founder of The Wonder of Reading, a tax-exempt educational organizaticai whose purpose is to inspire the love of reading in children, hi 2004, the Getty House Foundation commend^ 1/6:. Forman with its City of Angels Helen Bernstein Award for his innovative and creative efforts to inqirove the quality of education in Los Angeles.

Average

As Needed

Mir. Gordon is an Academy Award and B AFTA-nominated, and Enomy and Golden Globe-winning producer wittx more than 70 motion picture and televisioa projects to his credit. Mr. Gordon is the Co-President of the Producers Guild of America and serves on the boards of (he Virginia Film Festival, The Archer School for Gids, Chrysalis and The Motion Picture and Tel^ision Fund. He is the former chairman of Teach for America Los Angeles and a former board member of The Holocaust Documentation and Moimation Center and The UCLA Lab School. He is a graduate of the New York University Fihn School.

Duties

Director, as desraibedin Article IV, Section 1 of the Bylaws attached hereto as Exhibit B.

As Needed

Director, as described in ArdclelV, Section 1 of the Bylaws attached hereto as Exhibit B.

79208.000002 EMF_US 39568165v4.

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CrnZBNS OF THE W 0 R U 5 CHARTER SCHOOLS, BIN 45-2823612 Application for Recognition of Exemption Foim 1023

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Name

CamStarrett

KrapaDesai

Onalificattons

Ms. Stairett spent her life in corporate America, first with Federated Department Stores where she rose up to the senior human resource position and then in the senior HR position at Avon Products, at Maxwell McMillan Publishing, and at Nesfle USA. Ms. Starrett is a lifelong literacy advocate, serving on the Reading Is Fundamental Board from 1995 to 2006, as well as on the board of Catalyst, a non^ profit organization dedicated to the advancement of women; Wildlife on Wheels, a traveling educational group in the Los Angeles area; and Conference Board. Ms. Starrett is currently consultuig for three companies and writing.

Ms. Desai has served as the Senior Managing Director, Development at Teach For America - Los Angeles. In that capacity, she managed the region's fundiaising campaigns, doubled the region's revenue in two years, and worked to develop both short and long-term • regional growth plans. Previously, Ms. Desai worked as an associate attomey at Quinn Emanuel Urquhart Oliver & Hedges on entertainment and intellectual property litigation and served as a Teach For America coips member in New York City, teaching 7th and 8th grade science at IS. 183, The Paul Robeson School, in the South Bronx. Ms. Desai graduated from Yale University with a B.A. in American Studies focusing in Politics, Policy and Govemance and earned her J.D., cum laude, from New York University School of Law.

Average Honrs Worked As Needed

40 hours per week

Duties

Director, as described in Article IV, Section 1 of the Bylaws attached hereto as Exhibit B.

Secretary, as described in Article V, Section 6, of the Bylaws attached hereto as Exhibits, and Chief Strategy Officer

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OTIZENS OP THE WORLD CHARTBRSCHOM^, BIN 45-2823612 Ai^licadoa for R«eognitioii of Exemption Fonn 1023

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Name

Hillary Johnson

Qua! S

Dr. Hillaiy Jolmson is a committed educator wio begaa her career nearly twenty years ago as a Spanish-bilin^ial Mndetgart^ 1st grade and Reading Recovery teadier in Oakland, CA through Teach for America. She spent 13 years as an independent consultant who helped organizations, schods, and teachers improve fiieir performance. Her experience inclndes engagements with district schools and central ofifces, charter schools, charter authorizers (inclu<fing over six years of woik with, the Charter Schools Instittite at the State Univeraty of New York, a nationally lecognized authorize), and a charter resource center. Recently, she served as the project maiager of the Los Angeles Unified School District's Charter Schools Collaborative, a task force comprised of charter school authorizers, operators, advocates and researchers and charged wifii transforming authorizing procedures to focus on student performance outcomes, effectivdly utilize scarce resources and present clear escpectations to all parties. Dr. Johnson graduated with distinction from the University of California at Bericeley and earned her doctorate at ttie Harvard Graduate School of Education as a member of its Urban St^jerintendents Program.

Average Honrs WoAed 40 hours per week

Duties

Chief Academic Officer

addition to the foregoing, the resumes of tiie directors are attached to this Exhibit D.

l ine 5a;

The Corporation's conflict of interest policy, attached to tihis Exhibit D, was adopted by resQlulion of the Corporation's board of directors.

79208.000002 EMF_CS 39568 W5v4

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CHRISTQPWTCR S. FORMAN

Career!

Presideat of The Decurion Coiporation and chief ra;ecutive officer of its subsidiaries.

Founder of The Wonder of Reading, a not-for-profit organization whose purpose is to inspire in cHldren the love of reading. Under its 3R Program, the.carganization Renovates pubKc elementary schools' Ubraries, woiis with schools to Restock their libraries' book collections, and traiiisvohmteerstoReadone-to-onewithcHldreEattheschools.]ii2004,theGettyHouse ' Foundation commended Mr. Forman with its City of Angels Helesn Bernstein Award for Ms innoVatiYe and creative efifoits to improve the quality of educatioii in Los Angeles. Boards;

1994 to 1996, Director of Score Learning Corporation, a company that operated storejBront, interactive leardng centers where young students used computers to improve their reading writing, math, and sdence ddlls.

• 1996, Appointed for a threo-yeartaro by the Secretary of Commerce to the Judg Malcolm Baldrige National QuaKly Award,

1999-2008, Member of Brentwood School's Board of Trustees, serving as the Board's vice-chair from 2006 to 2008.

3 • • ' 1998 to 2001, Served on the Undergraduate Education Planning Committee at Harvard University.

2006, Elected to the Board of Trustees of the American Fihn Institute.

3 J fiiober of the Stanford University Graduate Sdiool of Business ManagemeatBoard. Served for many years as a member of Harvard-Westl^e School's Alumni Board and as a trustee of LBARN (Los Angeles Educational Alliance for Restructuring Now).

Bachelor of Arts degree summa cum laudein ancient history fiom Harvard College, elected to Phi B^a Kappa and co-founder and chairman of The Harvard SaHent, a bi-weekly poMcal journal.

MarsMl Scholarship reorient. Master of Arts d ^ e e in philosophy, poMcs. and economics fixjm Oxford Uraversily.

Maker's degree in business administration fiom the Stanford University Graduate School of Busmess.

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: MABKGORDO]>f

Career; V.

Executive Producer on the ABC series "Grey's Anatomy" and'"Private Practice" CBS' "Cnminal Minds," as well as lifetime's "Army Wives."

film Produco: whose recent film projects include Duncan Jones' sci-fi thriller SOURCE CODE ' starring Jake GyUenhaal and TOE DETAILS wifli Tobey M a ^ e and Laura limiey. •

Other film projects include 2012, which has grossed ovw $750 million worldwide and THE MESSENGER, which garnered Academy Award nominations for Best Supporting Actor and

3 Best Original Screenplay, SAVING PRIVATE RYAN, THE DAY AFTER TOMORROW. THE PATRIOT, WONDER BOYS, TOMB RAIDER, TALK TO ME, TBE PAINTED VEIL and SPEED.

Awards;

3 ' Five time Emmynomineewitti two wins.

Multiple Golden Globe Award nominee with two wins.

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Academy Award and BAFTA nominations and a Golden Globe Award for Best Picture as producer of Steven Spielberg's SAVING PRIVATE RYAN.

Boards;

Co-President of the Producers Guild of America

Board Member of the Virginia Fihn Festival, The Archer School for Girls, Chrysalis and The Motion Picture and Television Fund.

Former chainnan of Teach fer Am«ica Los Angeles

Former board member of The Holocaust Documentation and Moimation Center, and The UCLA Lab School.

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C A M S T A R R F . T T

1765 AltaMma Road Pacific Prfisades, CA 90272

(310)45^5722 cainstanett@aoLcom

Career;

Fonnex Senior Vice President of Hunm Resovirces for Nestle USA» headquaitered in VevCT, Switzerland,

Former Senior HR OfSceir, Federated Dqjartment Stores

Former Senior HR Officer, Avon Products» headquaitered in NYC.

Former Senior role at Maxwell McMillan Publishing, headquartered in London.

Boards;

Memter of the Advisory Board of The Decurion Coj3>oration; Board of Catalyst, a non-profit" organization dedicated to the advancement of women; and Board of Wildlife on Wheels, a traveling educational groiq) in the greater Los Angeles area.

Former member of the Board of Reading Is Fundamental.

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OXIZaENS OF THE WORLD CARTER SCHOOLS

COKEUCX OFINIEREST 50UCY

Article I Purpose

Thepiiqioseof the conflict of interest poEoy fa to protect the inteceste of Qtizens ofthc World Charttsr Schools (liie "Cojporafion") vihea it is contemplating entering into atransactton or

^ anangement liiat could ® benefit the private interest of an officer or director of the Comoralioa wUhmfhemeaning of Treasury Regolationa section 1.501(cX3).l(d)(l)Cri), (ii) result inan • excess baaefittransactiQaTOifhin the meaning of sectiOT oftheMoawl Revenue Code of 1986, as amended (the "Code"), or (iii)l)e a seif-dealingtransaction vritWntliemcaning of section 5233 of the Califomia Coiporatians Code, TMspolicyis intended to supplonentbutnot replace any state and&derfil lawa cTmrArnin«'mnf<</>f« M .

Article n Defimifions

1. As "aiter«ted Person" is any director, officer, ornxeiafaer of a oonunittee withboard of totors (the -^oard") delegated powers (a "Committee"), who has a direct orindiiect "FmarKaal LateresV as defined below.

2. Apersonliasa'TfJnandaIJnteresf'ifthepersonhas,direcayorind3ret^^ bnainess»inves(meni;orfa£aily;

a. Anownarahip acinvestmentinterestinmyentity witb^stoditheCcnporationlias a transaction or airangemenii

b. A compensation arrangement with &e Corporation or witi any entity or individual wtfi whicshthe Corporation has a transaction or arran^cnli or

c. A potential ownership or investmsat interest in, or condensation arrangemeid With, any entity or individual with wMch the Coiporationis negotiating a

Coi^ensation includes direct and indirect remuneratioQ as well as gifis or favors that are not

A Finandd InterKt te not necessarily a conflict of interest. Under Article EDt, Section 2, a person who has .aF^cifllMterestmayhaveaconfiict of interest only if fheBoard oraaappionriate Comnntteedeades that a conflict of interest exists. JJ »»

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Article n i Frocednxes

1,- Ehity to Disclose

Ja connectian wrth any actual or possible conflict of interest, an Mereeted Peisonmost disclose the ejdstence of the Finandal iiterest and be ven the oppoitunify-to disclose all materia ^

tothedirectois and Coinniittees members conadeimg the proposed tiansaofi^^ arairaiigemait

2. DeteminmgWhetheraConfHctcrflBtttestE^ts ^ An«ms<Mosmeoimei?inarwial JnterestandaHsaataaalfectscoacenm and

after any discussion-vnth the Interested Parson, hsfê shall leave the Board or Committee meetmgwMetiiedetamiiiafionofa(»nfttctofinter«tisdis(a^^ The

remaining Boaid or Committee maabets s h ^ decide if a conflict of interest emsts.

3. Procedures for Addressing the Conflict of liitettB^

3 a. AnIaterestedPersonmayinakeapres«ntationattiieBoardorCoo3Daiittec meeting, but after the presentation, he or die shall leave the meeting during the discasswn o^ and the vote on, the transaction or aaangsmcnt involving the possible conflict of intaest.

b. '15eclêKonoftheBoaidorConmiitteediall,ifappiopriatBin&^ . of me Board or Committee, point an mdividual who is not an Interested Person

or a committee comprised of individuds vibo are not Inteiested Persons to investigate alternatives to the proposed transaction or anangement

c. compfflîhty, the Board or Committee shall determine whether the Coiporafion

J <^®otammfhieasonableeffoitsamoreadyaB(tageou8tiaiisactionor arrangement from a person or entitythat would not ve rise to aconflictof interesti

intCTîaiwtTCasonablypossiblennder drcnmstances. tie Board or Committee shaU determine wheflier the transactioa or anangemCTt is in fee Corporation's be^mteresli&rilsownbenefit, and wheliiaritis fair andieason^le. The Board or C i ^ t t e e M decade by a majority vote of the directors or Commitfise members tola office, as pKcable, without counting fte vote of any Interested Person, w iefher to enter into the transaction or arrangênt in confbmiity with

An otherwise anflrorized Committee may only approve the transaction, in a manner consent with the above standards, if it is not reasonably practical to obtamBoardapprovalpriortQenteringintoiiietransaction. lasuch ciic^staaces, the Board, after detenniningiagoodmthat the foreg condittons were satisfied, must atits nextmeeting decide whether to ratify fee

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transaotioaby amajoii^ vote of the diiectois fhea in office, witliotit coimting ^ e vote of any lirfMested PetSQiL If the Board does notratifyfte t i ^ ^ Board didl take reasonaile stepsmifs diswetion to protect the mterests of the Coiporatioii.

4. \ôIalioiisof1faeC(Bda3ctsofIotBrastl>oEcy

a. • KlieBoarforCainmitteehasi»asonaT)lecansetobeiIieYcfhaioneofit^ has failed to disclose an actud.or possible conflict of intarast, it didl inform sudi

esplain file dleged failure to disclose.

b. If, after healing file mera.b«c*giBq)onse, and after m ^ g further investigation as warrantedbythedraimstTOc«andinthedis<a»ticnoffteBoai^

'or

Article rV Records of Proceeding

of the Board andall.ConjmitteeB adequately andconcmtenfly docnment Uie basis for its detenmnatioia under Article m, iadudingbut not limited to:

— v - 4 , uuy j otavua WHO uisciosea or oinexvrase were lound to have a Hnancial Interest in connection-wifh an aotud crpossible conflict of intêst the n a ^ of the Financial laterest, any action t ^ n to detecmine whether a conflict of mterest was present, andflie Board's or Connnittee*s decision as to whether a conflict of interest in feet existed.

^ K Renames ofthepersonswhowerepiesentfordiscussiDnsaaidvotesrelatingto the transaction or anangemea^ the content o f tiie discusfflon, incliidSng any a l t ^ t v e s to the pjoposed transaction or airac®einent, compaiability data

ArticlaV ^ Compensation

1. A director who receives condensation, diretsQy or indirectly, fiom the Ci^ servjc« ofherthan for'serving as ameniber of the Board CNon-Boaid Compensatioii,") is precluded fiom voting onmatters pertaining to that director's Non-Board Compensation.

and wJwieceiyesKon-BoaidConênsationis precluded fiom voting pertaaimg to that member's Non-Boaid Coitipansation.

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3. Voting dirwtors or voting mfimbers ofaay ccmumttee whoso jorisdicfioninctades coiq)emation matters and wlo recdve Mmpeosatt^ Qoipora^ dfiier individually or ooUectivdy, are not prohibited fiom providing infiirmalion to any committee regarding compoosation.

ArtideVI A£Bnnations

Each director or Coramittee memb«a:, iqjonliieir election orieelection, and each person raon his or her appointment to apdndpal office and every three years fiieieafter while holding such ofBc^ sh^ sign the Acinowledgment and Certification included with the Coloration's Annual Conflict of Merest Policy AâtiottandMsolosureStalmentwHch, in part, affin^ thai such pocsoiu

a. Has received a copy ofihe conflicts of interest policy,

b. Has read and understands ihe policy,

o. Has agreed to comply with tiie policy, and

d. Understands that the Coiiioratioa, in order to maintainita federd tax exemption, must engage primarily in acttvides wWch accomplish one ortnore of its tax-exem^Jpiaposes.

D ArticleVn Periodic Reviews

To ensure that the Coiptption operates in amanner consistent withits tax-exempt purposes and do® not mgêma^vitiea that cQuldjeopardize its tax-exen5)t status

a. "Wliether compensation airangemenls and benefits are reasond)Ie, based on competent survey information, and the result of arm's length bargaining.

b. "Whetheârtnerdi^s, joint ventures, andarrangementswilhmanagement orga^ôns conform to the Coqjoration's written poHcies, are properly recordec^reflcctieasonablemvestment or payments for goods and services

Cri) impemnssibleprivatebenefit (wittanthemeôfTieasray Regulations sectioa U01(c)(3Vl(d)a)(ii)V fiii^ an K^ssbêfittransactionCwfihintheine^^ orOJ aself-dealingtransactianCwithinthemeaning of section 5233 ofthe Cahforma Coiporations Code).

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Arttdevm ' Use of Oafside Experts

Whea conducting the periodie reviews piowded for in Article VH, flie Corporation, may, but need not, use o i^de advisors. If outrfde ejqpeits are used, flieimse s M notrelieve &eBoard' of its responsibility for easraing pododBS reviews are conducted.

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<lEramCAXB OP SECRETARY

1,-th.© «n4w«igne3, h e r ^ cei t i^

Utatl am the dniy elected, qualified aodacfing Secretary of CStizens of e "World C2iait«r Sdioola,« CaligMaianonprofitpubSobawfit carporation (the "Coiporation"); and

T h a t ^ fowgoicg ConSfet of Intwest Policy was duly adopted as the Ctenflict of interest Po% of tbeCoj^paiationbyTuiaiunioita'wsitte' — — j ^t^t—^ — asof Jul722» 2011, and (bat AK same d< .Corpoiation. .

Dated: Aa^Uj 2 ^ 2 - ^ 0 1 1 .

asofJuly22»2011,and(hatfl»8anted(^iiowcomtiJutetheQjn^ .Corpoiation.

Crn2®rSOFTHBW6RLDCHARTmsCHOOLS,EIN45-2823612 Applicat!oafcrReco8mdonofEiteiDeaonFocml023

TCYTrmrrig

Part VI. Yonr Members and Other Individuals and Corporations That Ttecrive T wiPfifa From You!

Line lb;

The Coiporalion expects to supply educational, financial, admmistr^ve and managftTiij l support to a national network of associated tax-exempt public charter schools to be organized under a cohesive modd. developed by the Corporation as described in Exhibit C.

In furtherance of its exempt purposes and subject to the control and oversight of tb& Board, the ^ Coijoration may also make grants to its associated tax-exempt public charter schools, or ofiier

organizations organized and operated exclusively for charitable and/or educational purposes within the m e a ^ g of Code Section 170(c)(2)CB), which have received an IRS determination of Adr exemption fix>m federal income taxation pursuant to Code Section 501(c)(3). For additional information regarding the Corporation's grantmaking prograin, please see Bchibit R

^ None of the Corporation's directors or officers will derive any benefit (direcdy or indirectly) from any of the distributions that will be made by the Corporation.

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7920S.0000Q2 EMF_US 3$5681$Sv4

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CraZENSOFTHEWORLD CHARTER SCHOOLS, BIN4S.28236I2 AppUc(iUonfcrRecognWonofExemptioQFotml023

EXHTBITF

Part V m . Your Specific ActiTittas;

lJne2a;

As described in ftirther detaU in Exhibit C, the Corpoiadqn may advocate for legidative refonn to ^ o w for school choice in all states and to ensure that students firom all socio-economic and racial backgromids have Mcess to quality public schools across the nation.

Line 2b;

inie Coqioration h ^ not yet engaged in any such lobbying activities and, as a lesult, has spent no or money to date on attempts to influence legislation. No more than an insubstantial part of

the Coiporation's activities will constitute the attempt to influence le^slation by propaganda or o&erwise, within the meaning of Treasury Regulation 1.501(cX3)-lCc)(3Xii). The B the future determine that it is advisable to make an elecUon on IRS Form 5768 to have any lobbying activities measured pursuant to Code Section 501(h).

^ Line 4a;

To support its activities, the Corporation plans to raise fimds by personal solicitations, soHcitations by email and phone, and by accepting donations via the Corporation's forthcoming website (currently under constiucdon). The Corporation may also hire a professional fundraiser, contracts for which are expected to be subject to the requirements of the CaHfbmia Nonprofit Integrity Act. Ilie Corporation intends to comply with all applicable substantiation and disclosure requirements, along with other appUcable laws, with reject to its ftmdraising activities.

Line 4b:

^ As indicated in 4a, above, tie Corporation may hire a professional fimdraiser in t h e f t s

has not yet done so or entered into any contracts or E^eements at this time.

Line 4dt

Corporation anticipates that it wiU conduct its own ftmdrdsing on a nationwide bas^^ I m e l O ;

The Corporation holds trademaifc rights to the name "Citizens of the World." The Coiporation expects to provide royalty-ftee licenses to Qtizens of the World Charter Schools as described in " Exhibit C and pursuant to the facm InteUectual Property License Agreement attached hereto as ExHbitH. •

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79208.000002 EMF_DS 3a5681fi5v4

crn2E<SOFTHBWOEIX>CHARTksCHOOLS.EIN4S-2823612 AppEcaaonibrRECognitioaofExefflpaonF(ml023

Line 13b;

The specific puipose of the Coiporation is to fecilitate the creation and operation of new nonproa schools through planrung, fundraising, acadeimc support and ^^^ and facilities acquisitioii and developmwit. One of the primary g o ^ of the Corporation is to pro^de an excellent public education Ihat is academically rigorous, is socioeconomically,

:_) raciafly, and culturally dbi erse, and engages sUi members of the local cominunity. In furtherance of this purpose, tiie Corporation may make gjrants of jEbnds to associated tax-exempt public garter schools to be organized as a national netwodc developed by the Corporation as described in Exhibit C, or to other organizations organized and operated exclusively for charitable and/or educational pmposes within the meaning of Code Section 170(c)(2)(B), which have received an IRS determination of didr exemption from federal income taxation pursuant to Code Section

3 501(c)(3).

Line 13c;

The Corporation has not yet entered into any contract or formal anangement with any organization to which it may provide funding. The public charter schools xeferenced djove have

3 not yet been organized

Lmel3d;

The Corporation has not yet determined which specific organizations will receive distributions. The public charter schools referenced above have not yet beaa organized.

^ Line 13e;

The Corporation will maintain appropriate accounting and other records with respect to its grants within the discretion of the Board. These records will contain the relevant information with respect to each grant, includhig ihe identity of the grantee, the amount distributed, and the

^ restrictions (if any) imposed as to how the grant may be used.

y s e l S f c

The Corporation's Board will review the activities and services engaged m by each potential organization and make a determination as to whether the organization will receive a grant

^ L i n e 13g;

The Corporation wiU provide appropriate oversight, within the discretion of the Board, to ensure that grants are used to further the Corporation's exempt purposes and do not inure to the benefit of any mdividual withm the meanmg of tiie Code. Periodic and final reports on the use of resources may be required in the discretion of the Board. J Linej^S;

Currently the Corporation does not have a close connection with any organization. However, the Corporation intends to have a close connection with the associated group of organizations as'

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CmZENS OF THE WORLD CHAR-IHl SCHOOLS, BIN 45-2823612 AppUcailon foi SecognitSon of ExeBption Fonn 1023

described in Exhibit C. The Corporation expects to srave as e sole statutory member of the ansters and will have some degree of control over the appointment of their boards and/or authorily to approve budgets or expenditures.

7S208.000002EMF_US 3956S15Sv4

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CITl2ENSOPTHE-WORLDCHARTERSCHOOLS,HN45.2a23612 ApplJcafionforR«ogmtionofEjceinptionFbrmI023

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Part IX. Financial Data;

A. Statement of Revemies and Emenses

Line 22;

Professional Fees include legal, audit/tax returns, charter writing, academic planning, accounting/payroll, and web development services.

Line 23;

Tyne of revenue or cxiii nfiA 6/2X02 6/2013 6/2014 Insurance $2,900 $8,500 $8,500 Airfare $70,000 $72,000 $72,000 Hotel $43,200 $36,000 $36,000 Car Rental $25,920 $18,000 $18,000 Meals (Travel-related) $15,120 $9,000 $9,000 Meals (Other) $2,500 $4,500 $4,500 Office SD^plies $6,000 $6,000 $6,000 Postage $3,000 $3,000 $3,000 Software $3,500 $15,500 $15,500 Miscellaneous (taxes, bank charges, other) $6,000 $6,000 $6,000 TOTAL;

s $178,140 $178,500 $178,500

B. Balance Sheet

Please see the balance sheet attached to fliis Exhibit G.

79208.000002EMF„US 39J6816Sv4

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Report: Balance Sheet Page] of 1

Citizens of the World Charter Schools Balance Sheet AeofApriJ19,2012

Total

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ASSETS Current Assets

Bank Accounts 0S70282ChocMn9

Total Bank Aecounle Total Current Assets Hxed Assets

2400 Computer Hardware Orfgtnal Cost

Totttf 2400 Computer Hardware Total Fixed Assets

TOTAL ASSETS LIABILITIES AMD EQUITY

UabiUttes Current Uabllltto®

Accounts Payable Accounts Payable

Total Accounts Payable Credit Cards

6788 cm Card Total CrecSt Carets

Total Current Uabillties Total Llabllifies Equity

' 1000 Opening Balance E<tui 1100 Retalped Earnings Net Income

Total Equity TOTAL LIABILITiSS AND EQUITY"

201,324.76

$201,324.76

$201^76

17,778.44

$30,122.28

$231,447.0)

-98.4aS.76 $-98,480.78

-4.43B.20

$-4,435.20

$-102,024.86

$ -102,924.96

' 12,343.84

322,028.16 $334.a71.80 $231,447.03

S-'

Thurstteiy, Apr 19.2012 01:00:40 PM QMT-7 - Accrual Basis

&ttps://ql».intHit.com/q1io36/repoiW095570730/execitte?iptid=095570730-BAL_^ 4/19/2012

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CinZENSOF'rHEWORLDCHARraRSCHOOLS,EIN4S.2«23fil2 Applieati«iforR«:O8riBonofBx«nptionRml023

hlXHmTTTff

Form Mellcctual Property License Agreement

7920S.00Q002 EMF.US 39S68165v4

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INTELLECTDAL PROPERTY LICENSE AGREEMENT

This TRADEMARK nCENSB AGREEMENT (the "Agreement") is entered into effective as of 2012 (the "Effective Date") by and between Citizens of the Wodd Charter Schools, a California nonprofit public benefit corporation ('Ticensoi" or "CWC"), and atizens of the World Charter Schools - Los Angeles, a Califcania nonprofit public benefit coiporation ("Licensee"), established to operate one or more public schools in Los Angeles, C ^ o m i a .

^ RECITALS

WHEREAS, CWC was established to provide an exceUent pubUc education that is acadeniically rigorous and socioeconomically, racially and culturally diverse and builds community both within and outside of the CWC schools;

WHEREAS, CW C schools wiD save diverse neighborhood coiranunitie5,providuig a high-quality education for all students ftom kindergarten through high school. With exceptional leadership at all levels and opportnmties to participate m interactiye, rigorous learning experiences with students fix>m all backgrounds, CWC students will be prepared for success in college, a diverse society, and a global economy. Li addition, by offering a viable piiblic school option in these neighborhoods, CWC will bring famiUes back into the public system;

^ "W^REAS, TOth whole communities engêd with each other in the public system and witnessing children of all backgrounds thrive in a higih-perfoiming, diverse public school, CWC will cultivate a true understanding that public education can work for all students. With a real "skin in the game," CWC schools' famiHes, like CWC, will be fueled by an increased sense of urgency to realize our country's still untapped potential. By hivestmg in its success, our communities will help us move our country closer to an excellent, woiid-class American public education system;

WHEREAS, our approach to teaching and learning stems from the following core b e l i e f s regarding when learning best occurs:

5) - Studentsaretreatedasindividuals.withlessoEstailoredtotheirdiffetencesand taught in several ways Students construct their own meaning . Students are motivated to seek understanding tbrou^ dynamic investigation and exploration in the contesxt of "teal world" scenarios and projects

^ - Studentshaveclear-andhigh-ejqpectationsandreceiveappropriateguidance and enthusiastic support Standardized tests provide only a small part of the picture in determining student achievemente Students know how to collaborate, cooperate, and negotiate with diverse pecê and understand others' perêctives;

7KOS.000002 EMFJUS 3S5B8S86vl

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WHEREAS, Licemor holds rights to certam trademarks and design mark^ Wodd" and'HStizens ctf the World caiarter Scb<x>i;'kclTidm^ connectioa with United States trademark application Serial No. 85/235,575 (collectively, the •Maiks"); and Licensee desiies to use the Marks hi connection with nonprofit educational activities in the teidtory identified horein; and

J WHEREAS, licensor and licensee are mutujdly committed to creating and supporting public schools conforming to all of the goals outlined in the above paragraphs (including as further detmled in Section. 3, below, the "CWC Fundamentals").

NOW, THEREFORE, BEIT RESOLVED, in consideration of the mutual covenants and 3 conditions contained herein. Licensor and Licensee hereby agree as follows:

SECTION 1: DEEINmONS

As used In tMs Agreement. Ihe following terms shall have the following meanings:

^ l-l "Educational Activities" shall mean nonprofit educational activities and programs, encompassing students in grades from kindergarten through 12, which shall be financially sustainable and designed to fulfill the CWC Fundamentals.

1.2 "Marks" shall mean and include all trademarks, service marks, design marks, trade names, domain namesj registrations and applications for re^stcation thereof, and any common law rights pertaining thereto, be lo i^g to the Licensra-, including tiiose attached hereto as Exhibit A.

1.3 "School" or "Schools'* shall mean those Los Anseles Dublic schools listed

onEdifbitB. 1.4 "Territory" means the Los Angeles Unified School District.

SECTION 2: LICENSE GRANT, NAMING RIGHTS AND RESTRICTIONS

2.1 Lice^^e. As ofttieEffective Date, and subject to the terms and conditions of this A^eement, Licensor hereby grants to licensee a noa-transfadjle, non-sub-license^le and non-exclusive license to use, reproduce and display tiie Maries in connection with ite Educational Activities in the Territory and only with req)ect to Licensee and the Schools (the "License").

Licensor Naming Rights. On all ofits correspondence, documents, signage, clothing, displays and marketing or advertising matraials of any Idnd, each School shall prominentiy identify itself by tiie name of such

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School as set fortli on Exhibit B and shall not refer to itself by any other name. In all cases, nse of the licensed Marks shall be in compliance with Licensor's trademark guidelines as may be provided to licensee •IBcom time to toe. Each School operated by licmsee shall be listed on ExliibitB. which shall be updated by licKisor ftom time to time accordin^y.

2.3 Ownership of MarVs. Licensee acknowledges and agrees that ttieNfarks, all applications and le^strations Aerefore, and all associated rights, title and goodwill, are or shall be own^ solely by the licensor, and that licensee shall never directly or indirectly contest Licensor's ownership or the validity of the Marks. licensee shall assist and cooperate wifli UcKisor to perfect, enforce or acquire licensor's rights, titles and interests in the Marks, and shall use its best efforts to piotect the Maris and to report promptly to licensor any infiingement of any of ttie Marks of which it has become aware. The license granted Iterdn is not intended to be (and shall not be construed as) an assignment, and nothing herein confers on licensee any right, title or interest in the Marks other than fiie limited rights of usage permitted by this Agreement.

2.4 Madcs Protection, Licensor resKves the sole and exclusive right at its discc^on to assert claims against third parties for infiingement or misuse of its Marks, licensee shall provide reasonable assistance to and coopfflrate with licensor in connection therewith as may be necessary to give effect to the foregoing. If licensor elects to initiate any action or proceeding in connecdon with the licensed Marks, it may do so in its own n ^ e alone or may elect to join Licensee as aparty. In the event that Licensor joins licensee as a party, Licensee stall not object to such joinder.

D 2.5 Use and Other Mnrlrg. AIT nsfl nf thA ibfill innrf roldy to file benefit of, and on behalf of, Licensor. Licensee shall not use or apply to register any trademark that incorporates, includes, is a derivative of, or would tend to dilute any Mark that is the subject of fliis Agreement, except as e^ressly authorized herein, licensee shall not transfer, sublicense or p e ^ t any ttsird party the right to use any of the licensed Marks, in whole

D or in part, without the prior written approval of the Licensor. Licensee agrees.that it shaE not apply for registration of any of the UcensedMaiks or for any trademaik, name, logo or other designation that Licensor beHeves, in ^ d faith, to be confiisin^y similar to or which could dilute the distinctiveness of the licaised Marks.

2.6 Non-disparagement. T .icRnsM aht^u r,f.t iicen!;gd Jifoh: in i manner that is disparaging to or that could oQieirwise harm the goodwill associated with the Marks, or in aay manna: that st^gests or implies a reladonship between the parties other than the relationship that is set forth in fliis Agreement and any other agreements between the parties.

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2.7 Use of Marks. licensee shall at no charge to licensor pro-vide licensor with samples, copies or pictfltes of any and all goods, packs®ng, documentation, manuals, advertising, marketing or other materials that bear any of the Ucensed Madss or that licensee intaads to use or distribute in connection with the Marks. licensee agrees that the qu^ty of any goods and services with which it uses the licensed Marks shall be comparable to the quality of goods and services with which ttie Licensor uses the licensed itoks.

2.8 Future Qaims. In the event that (a) there is a claim or demand made against Licensor or Ucensee wilh respect to any licensed Mark, or (b) there is a determination in any court of coic^etent jurisdiction or by any other governing aathorily that the right to Tjse a licensed Mark is unenfOTceable, or (c) licensor reasonably believes that it may be unable to obtain or maintain the right to use a licensed Mark in a jurisdiction, or (d) Hcensoi reasonably hdieves that fee use of a licensed Mark in a jurisdiction could subject licensor or Licensee to a claim for inMogement or any other li^ility, Licensor may notify Licensee in writing that it is tenninating or modifying the Licensee's r i ^ t to use the relevant M^kin such jurisdiction. In the event of such a notice of termination or modification, licensee shall be permitted a reasonable period of time, not to exceed thirty (30) days, to comply vsdth such notice. Licensee shall be

^ solely responsible and liable for any claim, decjand, penalty or damages arising from its continued use of any Mark after this psdod of time.

SECTION S: QUALITY CONTROL

3.1 In order to maintam the quality of the Educational Activities and goodwill J associated with the Ucensed Marks, Licensee agrees to the comply with the

following provisions at all tunes, as applicable with respect to each School:

(a) Licensee shall comply with, and be committed to. the CWC Fundamentals. The CWC Fundamentals require that Licensee's Education^. Activifies provide a socioeoonomically, culturdly, and

9 racily diverse coimnunity of students with an Intellectually challenging learning environment that develops each individual studenf s conJadence, potential, and individual responsibility as citizens of the world in which we live. Rdelity to such mission shall be evidenced by:

-'' Socioeconomic Diversity - Annual enroDment targets and recruitment efforts that ensure that a minimum of 40% of the lottery partidpants for each School are eligible for the National School Lunch Program ("FRL EHgible");

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2, Caltural Diversity - Annual enrollment targets and recruitment efforts that ensure fliat Hie demographic makeup of each School reflects the School's diverse community;

3. Racial Diversity - Annual enrollment targets and recrujtmait effi^rts ^at ensure that a minimuTTi of 50% of the lottery participants for each School are Afldcan-American, Latino/Hispanic, and/or Native American;

4- Academic Achievement - Aimual academic goals, and measureable steps to attain such goals, that ensure that at least 80% of the student population at each School, as measured by the California Standardized Tests ("CST") areperformmg at the Proficient or Advanced level and that no more than 10% of the student population is performing at the Below or Far Below Basic level, i i addition, the Licensee shaU ensure that tihere are adequate systems in place to identify, (rack and report on any significant achievement gaps between any of the various subgroups represented within the School, such as !PRLEIi^blB, students of color (by ethnicity), English Language Learners and others as identified;-

5. Educational Alignment-Aninstmcdonal model that adheres to theproject-based/constmctivist academic approach and the educational

^ program as ouflined in the approved charter for such School; and

6. Community Engagement - Programs that involve the School commi^ty in the acUvities of the School, including but not limited to: fiindr^ing, site-based coundls, School and commtmity events and participation in student-led activities. Licensee shall ensure that tools

D are used to track, record and report levels of community engagement and support at regular intervals throughout the year.

(b) licensee agrees that lie nature and quality of all Educational Activities undertaken in connection with the Ecensed Marks shall conform to the standards set by Uceasor. Licensee agrees Hiat

3 Licensor will require quality control tests and standards qf financial viability, and shaU have the sole rigiht to determine in its discretion whethertheLicensee's Educational Activities are satisfactory.

(c) Licensor or its aufliorized representatives shall have the right to monitor and inspect Licensee's fecilities and Schools at any reasonable time, including the ri^t to visit and inspect licensee's fedaities, aad licensee shall allow Licensor or its authorized representatives to review and observe licensee's programs, budgets, procedures, operations and Educational Activities, to confirm Licensee's compliance with the CWC Fundamentals and this Agteement.

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(d) Licensee shall mamtain complete lecords of its activities and, xmless otherwise provided by law, ^ o w licensor or its designee to review and inspect such records on reasonable notice to confirm Licensee's compliance with the CWC Fundamentals and tiiis Agreement. LicMs^ shall submit any other information related to its Educational Activities to Licensor at licKosor's request, unless otherwise prohibited by law.*

(e) licensee shall provide regular financid reporting to the Licensor as part of licensee's requirement to meet standards of finandal viability. Ldceosee shall provide on a timely basis to Licensor all regular financial reporting presented to Licensee's Board of Directors as part of public Board meetings. At a minimum, Licensee shall provide financial reports to licensor on a quarterly basis and will include aKJiopriale periodic fiicome Statements, Balance Sheets, Cash-Flow Statements, as well as approved Budgets and Forecasts.

( Q Licensee shall collect and t n a i n f a i n data on the academic achievement level of its students sufficient to allow Licensor to evaluate the progress of these stodents and the ectiveness of the Licensee's Education^ Activities, including compliance with Section 3.1(a)(4), above. Said data includes, without limitation, appropriate and timely lo^tudinal data on. tiie acadenuc achievement level of its students using state-mandated criteiion-xeferenced tests, cocamercially availdjle standardized tests, and/or other similar assessment tools requested by licensor. Licensee shall promptly provide any and all of the above-referenced data and test results to Licensor upon availability and licensor's request.

fe) LicMsee shall participate in and cooperate with a multi-day formal school evaluation ccmdncted from time to thne by a team designated by licemor. This evaluation team wiD assess tiie qu^ty of Licensee's academic program and its compliance with fiie CWC Fundamentals and this Agreem«it;

(h) Licensee's school leader must use his/her best efforts to attend the annual meeting of school leaders that use the Citizens of tiie World name;

licensee shall record, respond to and resolve any complaints by parents, students or teachers r^arding its Educational Activities, and shall provide Licensor, upon request, with Ml information and access to d e m e n t s relating to any such complaints thai are, or have beea, subject to review by Licensee, including a review by its Board of Directors.

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0) licensee mnst promptly sedc approval firom Licensor for any proposed material chaage in its programs or Educational Activities, or of any change in its governance. ILicensor spedfically reserves tiie r i^ t to ^prove operated by

. (k) licensee shall comply with all applicable laws, regulations, charter or oflia: a^eemsnts relatiag to the implementation, performance, production, promotion or distribution of any products or services related to the Educ^onal Activities.

(1) Each School shall admit students of any race, color, religion, national and ethnic o r i ^ to dl the rights, privileges, programs, and activities generally accorded or made available to students at the schools, licensee and each School shall not discriminate on the baas of race, color, religion, national and ethnic o r i ^ in the administration of their Educational Activities, admissions policies, scholarsMp and loan programs, and athletic and other school-administered programs.

3.2 If. in the reasonable determination of Licensor, one or more of the provisions of Section 3.1 are not being met. Licensor shall provide written notice of such faUure to Licensee in reasonable detail, along with recommendations for satisfaction of

^ such provisions, including but not limited to iterations or additions to the Licensee's Educational Activities and/or restrictions on the Licensee's use of licensed Maries. If, in the reasonable discretion of licensor, (1) such recommendations are not implemented within 60 days of such notice, or in any case if such provision or provisions are not being met for a period of greater than one year after tiie date of such notice, or (2) Licensee or any School has engaged

3 "Gross Knancial Mismanagement" (as defined below), tiien Licensor may unilaterally, and at its discretion, remove any School fcom Exhibit B (and ih&xby taminate tiie License wifli reject to such School) or tenninate tiiis Agreement in its entirety. "Gross Financial Msmanagement" shall mean gross jSnancial mismanagement in accordance with generally accepted accounting principles as evidenced by negative audits and/or sworn statements by LAUSD or tiie

D <ioc"inentation of gross finandalmisnaanagement by independent auditors.

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SECTION 4: LIMITATION ON UABILrTY

Disclaim«: THE UCENSED MARKS ARB PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND LICENSOR DISCLAIMS ANY REPRESENTATIONS OR WARRANTIBS. WHEIHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE LICENSED MARKS. INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABIUTY, NON-INFRINGEMENT, ORFTTNESS FOR A. PARTICTXLAR P'UlRiF OSE.

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SECTtONS: INDEMNIFICATION

5.1 Indemnification by Licensee. UcenseeshaU indemnify, defaid and hold htonless Licensor, and its officers, directOTs, employees and agents, from any losses, -damages, liabilities, setflements, attorneys' fees or costs that may arise as a result of any action, causes, claims, demands or proceedings arising from or rdated to any action or failure to act on the part of Licensee. Licensor shall ve Licensee proir^t notice of any such actions, claims or proceedings, and information in the possession of licensor that is reasonably required for the defense of such actions, claims or proceedings.

3 53. Indemnification by licens or. Licensor shall defend, indemnify and hold harmlesa licensee, and its officers, directors, employees and agents, from any losses, damages, liabilities, settlements, reasonable attorney's fees or costs that arise from claims alleging that the licensee's use of any of the Maries pursuant to this Agreement constitates ttadema± or trade name infringement, unfeiir competition, or dilutes the trademark or name of any third party. Licensee agrees to promptly notify Licensor of any such claim and to grant Licensor, at its option, sole authority to defend and/or resolve any such dairo, and to cooperate in the defense of such daim.

5.3 Insurance. Licensee shall obtain and maintain a comprehensive general liability insurance policy with combined single limit coverage of not less than $1,000,000.00, and shall name Licensor as an addifional insured thereunder. Licensee shall promptly provide Licensor with a certificate establishing proof that such apoUcy is in effect, and shaH give Ucensor ten (10) days written notice of any temmation of said insurance policy, or of any intention not to the pay the premium thearefore, at which time Licensor shall have the ri^ to automaticaHy terminate this Agreement

SECTION 6: TERM

6.1 Term: This Agreement s h ^ be ejffective as of the Effective Date and shall remain effective for an initial term equal to the duration of the teim of Licensee's approved charter. This Agreement shall be automatically renewed for additional terms thereafter, concurrent with aay renewal or extension of Ucensee's charter Notvriflistauding the foregoing, the term of this Agreement lemains subject to the termination provisions set forth herem.

6.2 Termination by licensor: In addition to the tenninalion provision set forth in Section 3.2, above. licensor may terminate tiiis Agreement, including any license granted by Ucensor herein, or any rights granted by Licensor with respect to aay licensed Mark, at any time in the event of a material breach by Licensee of such l icw^ or this Agreement, or a term or restriction applicable to a licensed Mark or to this Agreement, with respect to which Licensor beKeves Licensee has nottalcen

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adequate steps to cure foUowmg 60 days written notice from Licensor. Notwithstanding the foregoing, licensor may immediately terminate this Apeemeat, including any licoise granted herein or rights granted by licensor with respect to any licensed Made, if licensee, in the reasonable determination of Licensor: (a) fails to o b t ^ or maintain a comprdiOTisive general liability insurance poEcy in the amount and as provided for in paragraph 5.3, above; (b) files a petition in bankraptoy, becomes insolvent or otherwise incapable of meeting its financid obligatidns, or if a receiver is appointed for licensee or for Licensee's business; (c) discontimies its operations or ceases to use the licensed ^ k s ; (d) is in material breach of any term not reasonably subject to cure; (e) has its operations come under the diieclion or control of personnel other than the person serving as school leader as of the Effective Date, unless said personnel have been proved in advance and m writing by licensor; (f) fails to comply with toe requirements for tax-exempt status under latemal Revenue Code section 501 (c)(3); or (g) behaves, or it personnel or employees behave, in a manner that, in Licensor's opinion, may be irrevocably detrimental to licensor's reputation, to the licensed Marks, or to the goodwill associated therewith.

6.3 Licensee's Voluntary Resignation of the License. Licensee may relinquish the License followmg its initio term or following any subsequent term by notifying licensor no later than ninety (90) days prior to the expiration of such initial term or subsequent term. In the event that Licensee dects to terminate the Agreement, and p forgo its foture relationship with licensor, it shaU reimburse to Licensor a termination fee intended to reimbm se licensor for a portion of the Tl ftrnal and external costs it has incurred in opwung, developing and supportins the

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no event shall fell below $100,000. For the avoidance of doubt, if Licensee terminates this Agreement pursuant to tins Section 6.3 during the third year after the initial term, the termination fee shall be $350,000.

6.4 Effect of Tennmation. Upon tenninarion, resignation or expiration of this Agreement for any reason, licensee will not have any right to make any use whatsoever of the Maries and licensor will not have any continuing ri^t to enforce the Licensor Naming Rights set forth in Section 2.2. To the extent that

S I^®°see'scorpbratBnameincludesanyoftheMaiks,mcludingbutnotlimitedto . til® "Citizens ofthe World" name, and unless expressly agreed to in writing by

licensor, licensee shall hnmediately change its name to a name that does not mclude any of theMarks, or any portion of tiie Maries, fdlowing termination or expiration of this Agreement

6.5 Survival Upon Termination: The provisions of tois Agreement relating to the Ownership of Maries (Section 2.3), Matics Protection' (Section 2.4), limitation of Liabmty (Section 4) and Indemnification (Section 5) shall survive the termination of this Agreement for any reasoiL

79208.000002EMFJUS 3958858671

3 SECTION 7t GENERAL PROVISIONS

7.1 This Agreement and any dispute arising from the perfonnance or breach thereof. shaU "be governed by and enforced in accordance with the laws of the State of California, wifliout refwence to any conflict of laws provisions.

Severability, in the eveat that any provision ofthis Agreement is found to be invalid, illegal or unenforceable in any jurisdiction, ^ other provisions hereof shall remain in full force and effect, sad. such invalidity, illegality or unenforceability shdl not affect the validity, leg^ty and enforceability of all other provisions.

3 7.3 No Modification or Waiver: There shall be no amendment, modification or waiver of any provision of this Agreement unless made in writing by both paiti^ hereto. No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or peaformance. No failure on the part of either party to exercise any right under this Agreement, or any right provided by state law or equity or otherwise, shall impair, prejudice or constitute a waiver of any sudi right.

7.4 No Assignment: This Agreement shall not be assigned or transfwied, directly or indirectly, by Licensee to any ttiird party, whether by operation of law or otherwise, without the prior written consent of Licensor. Nothing in this Agreement shall be construed to limit the right of Licensor to assign the Marks or this Agreement, provided that the transferee or assignee agrees in writing to be bound by the terms and conditions of this Agreement

7.5 Ind^ndent Contractors: Nothmg in this Agreement is intended, or is to be construed, to constitute a partnership or any other relationship between the parties

^ hereto. Neither of the parties to tMs Agreement shall have any express or implied right or authority to assume or create any obKgation on behalf of any other party, or to bind any other party to any contract, undertakmg or agreement with any

7.6 Entire Agreement: This Agreement embodies the entire understanding between 3 the parties hereto, including with reject to the Ucensed Marks, and supersedes

any prior communications, representations or understandings with respect thereto whetfter written or oral.

SECTION 8; NOTICES

Any notices or other communications required to be given by eiflier party pursuant to this Agreement shall be m writing and personally delivered or sent by certified or registered mail, or by commercial overnight courier service with tracking capabiHties, costs prepaid, to the following addresses:

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To licensoi;

Citizens of the Woild CHiarter Schools c/o Eugetffi Straub, Secretary 5731 Wilshiie Blvd., Suite 210 Los AngeIes,CA 90036

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To Liceosee:

atizens of the World Charter Schools - Los Angeles c/o Eugene Straub, Secretary 5731 Wilshire Blvd., Suite 210

D Los Angeles, CA 90036

{Signature pagefoUom)

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IN "WirNESS WHEREOF, Ucensor and Licensee have caused fliis Agreement to be entered into as of the Effective Date.

MCEffSOR

Citizens of flie World Charter Schools, a California nonprofit public benefit corporation

9 By; J. Eiistean Dragon President

LIC5ENSEE

Citizois of the World Charter Schools - Los Angeles, a California nonprofit public benefit corporation

By: Et^ne Straub Secretary and Chief Financial Officer

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RymUTT A

[INSERT LIST OF ALLMARKS PER SECTION 12. - "aU trademarks, service marks, design maiks, trade names, domain Mmes, re^strations and appKcations fca: registration thereof'.]

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T T Y R T O T T H

[INSERT NAMES OF SCHOOLS OPEEIATED BY UCENSEE.]

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