2019-04-15T11:27:16-05:00 2018-05-31 420714325 RSM US LLP 1330 POST OAK BLVD SUITE 2400 HOUSTON TX 77056 990 2017-06-01 814254457 THE HOLDSWORTH CENTER HOLD 2104629991 PO BOX 90389 SAN ANTONIO TX 78209 CHARLES H CLINES TREASURER & CFO 2104629991 2019-04-02 1 CARLEY UMSTEAD P00982177 7136253500 108.171.131.177 2019-04-02 19:06:49 CD P F515A8067E9EB93A768D4D9DBD5AFB11C2EA757D 7F8A2BC593D20E980B74D99FC6626075FEFA9897 2017 2019-02-21 02:37:17Z DR LINDSAY WHORTON PO BOX 90389 SAN ANTONIO TX 78209 15078873 0 X HTTPS://HOLDSWORTHCENTER.ORG/ X 2016 TX LEADERSHIP TRAINING INSTITUTE FOR PUBLIC SCHOOL SYSTEM LEADERS. 17 15 22 15 0 0 10147660 15020800 0 0 96128 58073 0 0 10243788 15078873 0 0 0 0 580524 3568558 0 0 0 1608721 4778553 2189245 8347111 8054543 6731762 8102941 15208385 47561 470088 8055380 14738297 X THE ORGANIZATION IS A NONPROFIT ORGANIZATION ESTABLISHED TO IMPACT, OVER TIME, THE QUALITY OF PUBLIC EDUCATION AVAILABLE TO TEXAS STUDENTS BY SUPPORTING AND DEVELOPING PUBLIC SCHOOL LEADERS. THE ORGANIZATION'S GOAL IS TO BUILD A WORLD-CLASS TRAINING AND LEADERSHIP RETREAT CENTER THAT PUBLIC EDUCATION LEADERS CAN TAKE GREAT PRIDE IN AND TURN TO FOR SUPPORT AND GROWTH. 0 0 4712193 LEADERSHIP IS A PROGRAM DESIGNED FOR DISTRICT AND CAMPUS LEADERS AND THEIR RESPECTIVE TEAMS. THE PROGRAM HAS BEEN CRAFTED BY THOUGHT LEADERS AROUND THE COUNTRY. DISTRICT LEADERSHIP WILL VISIT AND LEARN FROM HIGH-PERFORMING ORGANIZATIONS TO STUDY THE WAY THEY INTENTIONALLY APPROACH LEADERSHIP DEVELOPMENT, BUILD LEADERSHIP AND SHARED DECISION MAKING SKILLS, LEARN HOW TO MAKE CHANGE STICK THROUGH EFFECTIVE COMMUNICATION, TRAINING, AND IMPROVEMENT SCIENCE, AND WORK WITH THEIR TEAM TO ENSURE SYSTEMS, PROCESSES AND RESOURCES ARE IN PLACE TO MAKE THEIR VISION COME TO LIFE. CAMPUS LEADERS PARTICIPATE IN A TWO-YEAR PROGRAM DESIGNED TO FOCUS ON TEACHER DEVELOPMENT, INDIVIDUAL GROWTH PLANS, AND CAMPUS TRANSFORMATION. THE ORGANIZATION ALSO ASSISTS EACH PARTICIPATING DISTRICT IN IMPLEMENTING AN INTERNALLY ALIGNED SYSTEM FOR LEADERSHIP DEVELOPMENT. 271799 ELEVATED: EDUCATION & THE ECONOMY IS A CONFERENCE HELD TO SPARK CHALLENGING AND INSPIRING CONVERSATIONS AROUND GROWING INEQUALITY IN AMERICA AND EXPLORING HOW HIGH-QUALITY PUBLIC EDUCATION FOR ALL STUDENTS CONTRIBUTES TO A STRONG ECONOMY. THE INAUGURAL CONFERENCE WAS HELD ON JUNE 3RD & 4TH OF 2018 IN DALLAS, TX. 4983992 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 1 1 0 0 0 0 1 1 0 0 0 1 34 0 1 22 1 0 0 0 0 0 0 0 0 0 0 X 17 15 1 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X CHARLES H CLINES - TREASURER CFO 2104629991 PO BOX 90389 SAN ANTONIO TX 78209 KATHRYN A ROGERS PRESIDENT & DIRECTOR 40.00 X X 300046 0 6208 DR RUTH SIMMONS CHAIRMAN 1.00 X X 0 0 0 DR SHARI BECKER ALBRIGHT DIRECTOR/FACULTY 10.00 X 110981 0 0 ELISA VILLANUEVA BEARD DIRECTOR 1.00 X 0 0 0 BRUCE H ESTERLINE DIRECTOR 1.00 X 0 0 0 ROBERT M GATES DIRECTOR 1.00 X 0 0 0 PRESTON GEREN DIRECTOR 1.00 X 0 0 0 WALLACE B JEFFERSON DIRECTOR 1.00 X 0 0 0 ELAINE MENDOZA DIRECTOR 1.00 X 0 0 0 ELLEN MOIR DIRECTOR 1.00 X 0 0 0 DR DIANA NATALICIO DIRECTOR 1.00 X 0 0 0 NOLAN E PEREZ DIRECTOR 1.00 X 0 0 0 JIM POSTL DIRECTOR 1.00 X 0 0 0 MARK ROHR DIRECTOR 1.00 X 0 0 0 ANN STERN DIRECTOR 1.00 X 0 0 0 GUILLERMO TREVINO DIRECTOR 1.00 X 0 0 0 MICHAEL SORRELL DIRECTOR 1.00 X 0 0 0 DEBRA SALGE SECRETARY 10.00 3.00 X 0 0 0 CHARLES H CLINES TREASURER & CFO 10.00 16.00 X 0 0 0 DR LINDSAY WHORTON VICE PRESIDENT OF PROGRAMS 40.00 X 341542 0 13667 MARINA LIN MANAGING DIRECTOR OF PROGRAMS 40.00 X 154344 0 14283 JENNIFER L CHIDSEY MANAGING DIRECTOR OF RESEARCH & EVALUATION 40.00 X 116447 0 23757 KIRSTEN HUND PROGRAM DIRECTOR 40.00 X 106812 0 4272 JASON S SIERRA DISTRICT SUPPORT TEAM LEAD 40.00 X 101416 0 8743 1231588 0 70930 7 0 1 0 BOSTON CONSULTING GROUP 1221 MCKINNEY SUITE 3000 HOUSTON TX 77010 MARKETING, PUBLIC RELATIONS 1261029 WORKPLACE RESOURCE 4400 NE LOOP 410 SUITE 410 SAN ANTONIO TX 78218 LEASEHOLD, FURNITURE 474226 RSM US LLP 1330 POST OAK BLVD SUITE 2400 HOUSTON TX 77056 ACCOUNTING, TECHNICAL CONSULTING 321179 CORPORATE TRAVEL PLANNERS 613 NW LOOP 410 SUITE 400 SAN ANTONIO TX 78216 TRAVEL AGENCY 269784 INSTITUTE OF PERSONAL LEADERSHIP LLC 497 VALLEY ROAD WATCHUNG NJ 07069 FACULTY TRAINING 213971 8 15020800 10000326 15020800 58073 58073 15078873 0 0 58073 906913 508488 398425 130139 130139 2010344 1127160 883184 73993 41362 32631 231072 129170 101902 216097 120798 95299 19690 19690 46915 46915 785086 232965 552121 732538 215758 516780 131136 116115 15021 80021 80021 246224 246224 1453054 1310712 142342 80812 80812 7781 3838 3943 FACULTY COSTS 667183 667183 0 BOARD EXPENSES 273554 0 273554 PROGRAM DEVELOPMENT 146682 146682 0 ORGANIZATION DUES & SUB 36049 0 36049 71828 36725 35103 8347111 4983992 3363119 0 910484 692807 6887124 7812549 0 4999674 6883 16891 14313 868663 898613 80812 261981 817801 22156 0 8102941 15208385 47561 470088 47561 470088 X 8055380 9738623 0 4999674 8055380 14738297 8102941 15208385 6731762 -48845 0 X X 0 1 X 1 0 X 59956 26218 33738 132536 32421 100115 706121 22173 683948 817801 X 15145476 66603 66603 15078873 0 15078873 8413714 66603 66603 8347111 0 8347111 PART X, LINE 2: THE ORGANIZATION IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (THE IRC). THE ORGANIZATION FOLLOWS THE PROVISIONS OF FASB ASC 740-10 ON ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES, WHICH REQUIRES RECOGNITION AND DISCLOSURE OF UNCERTAIN TAX POSITIONS IN THE FINANCIAL STATEMENTS. THE ORGANIZATION'S MANAGEMENT BELIEVES THAT IT HAS APPROPRIATE SUPPORT OF ANY TAX POSITIONS TAKEN AND THAT IT HAS NO MATERIAL UNCERTAIN TAX POSITIONS. ACCORDINGLY, IT WILL NOT RECOGNIZE ANY LIABILITY. FOR THE YEAR ENDED MAY 31, 2018, THE ORGANIZATION DID NOT RECOGNIZE ANY INTEREST OR PENALTIES IN THE FINANCIAL STATEMENTS. TAX YEARS FROM INCEPTION TO 2018 REMAIN OPEN TO EXAMINATION BY THE TAXING JURISDICTIONS TO WHICH THE ORGANIZTION IS SUBJECT, AND THESE PERIODS HAVE NOT BEEN EXTENDED BEYOND THE APPLICABLE STATUTE OF LIMITATIONS. 1 1 1 1 1 1 1 0 0 0 0 0 0 0 0 0 0 1 SCHEDULE E, PART I, LINE 3 SEE PART II SCHEDULE E, PART I, QUESTION 3 THE HOLDSWORTH CENTER HAS BEGUN WORK WITH ITS FIRST SEVEN CHOSEN DISTRICTS. ATTENDANCE AT THE CENTER IS LIMITED TO TEXAS PUBLIC SCHOOL DISTRICTS SELECTED PURSUANT TO A FORMAL SELECTION PROCESS. INDIVIDUAL STUDENTS OF THE CENTER ARE IDENTIFIED, IN CONCERT WITH DISTRICT LEADERSHIP, ON A NONDISCRIMINATORY BASIS. THE CENTER'S GOAL WITH EACH COHORT OF DISTRICTS IS TO REPRESENT THE DIVERSITY OF TEXAS. FOR THE FIRST COHORT, THE CENTER DIVIDED THE STATE INTO FIVE DISTINCT REGIONS BASED ON STUDENT POPULATION AND INVITED A TOTAL OF 26 DIFFERENT DISTRICTS TO APPLY. FOR THE OFFICIAL LAUNCH, THE CENTER SOUGHT DISTRICTS WHO EMBODIED A GROWTH MINDSET, LEADERSHIP STABILITY, A COMMITMENT TO LEADERSHIP AND EXECUTION EXCELLENCE. INFORMATION ON THE CENTER'S NONDISCRIMINATION POLICY IS PUBLISHED ON THE CENTER'S WEBSITE IN ADDITION TO MATERIALS PROVIDED TO ALL DISTRICTS THAT APPLY TO THE CENTER. THE CENTER WILL ALSO MAINTAIN RECORDS ABOUT ITS NONDISCRIMINATION POLICY IN ACCORDANCE WITH REV. PROC. 75-50, INCLUDING RECORDS ABOUT THE RACIAL COMPOSITION OF THE STUDENTS, FACULTY AND ADMINISTRATIVE STAFF AS WELL AS RECORDS ABOUT FINANCIAL AWARDS, COPIES OF BROCHURES AND ADMISSION MATERIALS USED TO SOLICIT CONTRIBUTIONS. X X X X X 0 0 0 0 0 0 0 0 0 KATHRYN A ROGERS PRESIDENT & DIRECTOR 231976 0 60000 0 8070 0 0 0 6208 0 306254 0 0 0 DR LINDSAY WHORTON VICE PRESIDENT OF PROGRAMS 238976 0 102439 0 127 0 0 0 13667 0 355209 0 0 0 MARINA LIN MANAGING DIRECTOR OF PROGRAMS 154222 0 0 0 122 0 0 0 14283 0 168627 0 0 0 FAIR WINDS MANAGEMENT SEE SCH L PART V 130139 FAIR WINDS MANAGEMENT, LLC PROVIDES MANAGEMENT SERVICES TO THE FILING ORGANIZATION. 0 SCH L, PART IV, BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS: (B) CHARLES H. CLINES, TREASURER & CFO, IS MORE THAN 35% OWNER OF FAIR WINDS MANAGEMENT. X 1 10000326 MARKET CLOSE PRICE 0 0 0 0 PART I, COLUMN (B): LINE 9 THE ORGANIZATION RECEIVED ONE NONCASH CONTRIBUTION ON DECEMBER 22, 2017 OF 37,383 SHARES OF SPDR S&P 500 ETF TRUST (SPY); A SECURITY PUBLICLY TRADED ON THE NYSE AND VALUED AT THE CLOSE PRICE ON DATE OF RECEIPT. FORM 990, PART VI, SECTION A, LINE 2 DEBRA SALGE, SECRETARY AND CHARLES H. CLINES, TREASURER & CFO HAVE A BUSINESS RELATIONSHIP. FORM 990, PART VI, SECTION A, LINE 3 FAIR WINDS MANAGEMENT, LLC (FWM) PROVIDES MANAGEMENT SERVICES TO THE ORGANIZATION UNDER A WRITTEN CONTRACT. SERVICES PROVIDED INCLUDE CASH MANAGEMENT, TAX, RECORDKEEPING AND REPORTING MATTERS, CONSULTING SERVICES, HUMAN RESOURCE MANAGEMENT SERVICES, PROPERTY MANAGEMENT SERVICES, INVESTMENT MANAGEMENT SERVICES, RISK MANAGEMENT SERVICES, AND OTHER MISCELLANEOUS ADMINISTRATIVE SUPPORT SERVICES. CHARLES H. CLINES, TREASURER & CFO; AND DEBRA SALGE, SECRETARY, WERE COMPENSATED BY FWM FOR SERVICES PROVIDED TO THE FILING ORGANIZATION AND RELATED ORGANIZATIONS AS FOLLOWS: CHARLES H. CLINES, TREASURER & CFO REPORTABLE COMPENSATION FOR SERVICES PROVIDED TO FILING ORG: $68,000 REPORTABLE COMPENSATION FOR SERVICES PROVIDED TO RELATED ORGS: $111,951 DEBRA SALGE, SECRETARY REPORTABLE COMPENSATION FOR SERVICES PROVIDED TO FILING ORG: $34,902 REPORTABLE COMPENSATION FOR SERVICES PROVIDED TO RELATED ORGS: $165,098 AMOUNTS PAID TO FWM ARE BASED ON TIME SPENT BY FWM EMPLOYEES ON THE CENTER'S MATTERS. FWM IS ALSO REIMBURSED FOR DIRECT OUT OF POCKET COSTS INCURRED ON BEHALF OF THE CENTER. ALL AMOUNTS CHARGED TO THE CENTER ARE BASED ON ACTUAL COSTS TO FWM AND DO NOT INCLUDE ANY PREMIUM OR MARK-UP. FORM 990, PART VI, SECTION A, LINE 6 THE CHARLES BUTT FOUNDATION IS A MEMBER OF THE HOLDSWORTH CENTER. CHARLES C. BUTT WITHDREW AS A MEMBER OF THE HOLDSWORTH CENTER ON MAY 30, 2017. FORM 990, PART VI, SECTION A, LINE 7A THE MEMBERS HAVE THE RIGHT TO APPOINT 2 NON-VOTING DIRECTORS TO THE BOARD OF DIRECTORS. THE MEMBER(S) MUST ALSO CONSENT TO THE ELECTION OF ANY INDIVIDUAL TO THE BOARD OF DIRECTORS. IN ADDITION, THE MEMBER(S) MUST CONSENT TO THE FOLLOWING ACTIONS OF THE BOARD OF DIRECTORS: DISSOLVE, MERGE OR CONSOLIDATE THE CORPORATION SELL OR TRANSFER SUBSTANTIALLY ALL THE ASSETS OF THE CORPORATION ELECT ANY PERSON TO THE BOARD OF DIRECTORS APPOINT A PRESIDENT OR CHIEF EXECUTIVE OFFICER AMEND THE CORPORATION'S CERTIFICATE OF FORMATION AMEND THE CORPORATION'S BYLAWS FORM 990, PART VI, SECTION A, LINE 7B SEE ABOVE EXPLANATION FOR LINE 7A. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 IS REVIEWED BY THE FINANCE COMMITTEE OF THE BOARD OF DIRECTORS PRIOR TO FILING. A COMPLETE COPY OF THE FORM 990 IS MADE AVAILABLE TO THE ENTIRE BOARD PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C IN ACCORDANCE WITH THE CONFLICTS OF INTEREST POLICY, EACH DIRECTOR, PRINCIPAL OFFICER AND MEMBER OF A COMMITTEE WITH BOARD-DELEGATED POWERS MUST ANNUALLY SIGN A STATEMENT AFFIRMING THEY HAVE RECEIVED A COPY OF THE CONFLICTS OF INTEREST POLICY, HAVE READ AND UNDERSTAND THE POLICY, AND AGREE TO COMPLY WITH THE POLICY. PERIODIC REVIEWS ARE CONDUCTED AND INCLUDE, AT A MINIMUM, WHETHER COMPENSATION ARRANGEMENTS AND BENEFITS ARE REASONABLE BASED ON COMPETENT SURVEY INFORMATION AND THE RESULT OF ARM'S LENGTH BARGAINING. THE REVIEW ALSO INCLUDES WHETHER PARTNERSHIPS, JOINT VENTURES AND ARRANGEMENTS WITH MANAGEMENT ORGANIZATIONS CONFORM TO THE FOUNDATION'S WRITTEN POLICIES, AND ARE PROPERLY RECORDED, REFLECT REASONABLE INVESTMENT OR PAYMENTS FOR GOODS AND SERVICES, FURTHER CHARITABLE PURPOSES AND DO NOT RESULT IN INUREMENT, IMPERMISSIBLE PRIVATE BENEFIT OR IN EXCESS BENEFIT TRANSACTIONS. FORM 990, PART VI, SECTION B, LINE 15 ALL COMPENSATION MATTERS ARE REVIEWED BY THE COMPENSATION COMMITTEE AND BOARD OF DIRECTORS. COMPENSATION OF THE SENIOR EXECUTIVE POSITIONS IS BASED ON FORMAL COMPENSATION REVIEWS WITH AN OUTSIDE PARTY. COMPENSATION FOR OTHER MANAGEMENT MEMBERS IS BASED ON COMPARABLE SALARY INFORMATION OBTAINED FROM PUBLIC SOURCES. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE IN THE ORGANIZATION'S OFFICE TO ANYONE WHO REQUESTS TO SEE THEM. FORM 990, PART XII, LINE 2C: THE CHIEF FINANCIAL OFFICER AND A COMMITTEE OF BOARD MEMBERS ASSUME OVERSIGHT RESPONSIBILITY FOR THE AUDIT. THE CHARLES BUTT FOUNDATION PO BOX 90389 SAN ANTONIO TX 78209 316674532 GRANT MAKING TX 501(C)(3) PF N/A 0 RAISE YOUR HAND FOR PUBLIC SCHOOLS 1005 CONGRESS AVE SUITE 100 AUSTIN TX 78701 208119071 ADVOCACY FOR PUBLIC SCHOOLS TX 501(C)(4) THE CHARLES BUTT FOUNDATION 0 RAISE YOUR HAND FOR TEXAS EDUCATION FUND PO BOX 90389 SAN ANTONIO TX 78209 203918577 CHARITABLE - EDUCATION LEADERSHIP TRAINING AND SUPPORT TX 501(C)(3) PF THE CHARLES BUTT FOUNDATION 1 CENTER FOR APPLIED SCIENCE AND TECHNOLOGY NETWORK PO BOX 90389 SAN ANTONIO TX 78209 825253554 INDUSTRY FOCUSED NETWORK OF HIGH SCHOOLS TX 501(C)(3) LINE 7 THE HOLDSWORTH CENTER 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0