INITIAL REGISTRATION FORM P

C T 0 \ W X 5
Registry of Charitable Trusts
P.O. Box 903447
Sacramento, CA 94203-4470
Telephone: (916) 446-2021
WEBSITE ADDRESS:
http://aq.ca.qov/charlties/
INITIAL
REGISTRATION FORM
STATE OF CALIFORNIA
OFFICE OF THE ATTORNEY GENERAL
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 12686, 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 12683. Corporations that are organized primarily as a hospital, a school, or a
religious organization are exempted by Section 12683.
Name of Organization:
T h e C e n t e r for M e d i c a l P r o g r e s s
The name of the organization should be the legal name as stated in the organization's organizing Instrument (i.e., articles of
Incorporation, articles of association, or trust instrument).
Official Mailing Address for Organization:
5 3 2 5 Elkhorn Blvd # 3 0 5
Address:
city: S a c r a m e n t o
state:• O A
ZIP Code: 9 5 8 4 2
APR 3 0 2013
Organization's telephone number:
Organization's e-mail address: i n f o @ c e n t e r f o r m e d i c a l p r o g r e s s . o r g
Organization's fax number:
Organization's website: c e n t e r f o r m e d i c a l p r o g r e s s . o r g
All organizations must apply for a Federal Employer Identification Number from the Internal Revenue Service, including
organizations that have a group exemption or file group returns.
Federal Employer Identification Number (FEIN):
46-2252984
Group Exemption FEIN (if applicable):
All California corporations and foreign corporations that have qualified to do business In California will have a corporate
number. Unincorporated organizations are assigned an organization number by the Franchise Tax Board upon application for
California tax exemption.
CT-1 REGISTRATION FORM (6/2007)
0
P
Names and addresses of ALL trustees or directors and officers (attach a list If necessary):
Position Chief
NameE^avid Daleiden
A d d r e s s 5 3 2 5
City
Elkhom Blvd
#305
Sacramento
State C A
ziPCode95842
NamoAlbin Rhomberg
A d d r e s s
City
5325
State C A
ZIP code 9 5 8 4 2
Newman
Address5325
Position
Elkhom Blvd
Financial Officer
#305
Sacramento
Name Troy
City
Position Chief
Elkhom Blvd
Executive Officer
Secretary
#305
Sacramento
State C A
ZIP code 9 5 8 4 2
Name
Position
Address
City
State
ZIP Code
State
ZIP Code
Name
Address
City
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.
advances, The Center will receive monetary donations from the public to support its worl<.
The organization will be required to file financial reports annually. Alt organizations must file the Annual Registration/Renewal
Fee Report (RRF-1) within four months and fifteen days after the end of the organization's accounting period. Organizations
with $25,000 or more in either gross receipts or total assets are also required to file either the IRS Form 990, 990-EZ, or 990-PF.
Forms can be found on the Charitable Trusts' website at http://aiii.cia.gov/charitle8/.
If assets (funds, property, etc.) have been received, enter the date first received:
Date assets first received:
3/29/13
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
0
Calendar Year
CT-1 REGISTRATION FORM (6/2007)
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.
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 Y e s Q No Q
Date of application for Federal tax exemption:
Date of exemption letter:.
Exempt under Internal Revenue Code section 501(c)
If known, are contributions to the organization tax deductible?
Yes
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
provider(s):
Commercial Fundraiser
|
|
Fundraising Counsel |
|
Commercial Coventurer
|
|
Name
Address
City
State
ZIP Code
Telephone Number
Commercial Fundraiser
JIL
Fundraising Counsel [ ~ {
Commercial Coventurer
|
|
Name
Address
City
State
ZIP Code
Telephone Number
Commercial Fundraiser
j
j
Fundraising Counsel |
|
Commercial Coventurer
|
|
Name
Address
City
State
ZIP Code
Telephone Number
I declare under penalty of perjury that I have examined this registration fomn, including accompanying documents, and to the best of my
knowledge and belief, the form and each document are true, correct, and complete.
Signature.
Title
Chief Executive Officer
Date.
4/1/13
Hf addltlonamnformatlo^is^^requlredfpleas,e refer to the Supervision of Trustees and Fundraisers for Charitable Pui poses Act
^(Govemmenl^Code sections,12580-12599 7) the Administrative Rules and Regulations pursuant to the Act (California Code of
Regulations Title 11 Sections 300^12 1)
#yoHjLhaye|gues|is
or need assistance information is available on our website at
http //aq ca qov/charities/»or you canlieach USjbyJelephone atr|(916) 445-202iyr fax at (916) 444-3651 "" ^^
CT-1 REGISTRATION FORM (6/2007)
35iJ20i}3
Articles of Incorporation of a
Nonprofit Public Benefit Corporation
ARTS-PB
T o forrn a nonprofit.public benefit.corporation in: California,.yDU can fril out tliis.form 0." prepare your own. documcnS. and submit for filing along with:
.;;• -
A sepai3te, non-refunaabie S i 5 . service fee also must be included, if
you drop off the completed form or document.
: //riportarif/;:Nonpi:bfit-^
state of C£i][email protected]
from paying CaiifDrriia f-aocliise tax or income tax each year For infonpalioi-:
about tax requirements and/or a.oplyinti fo' tax-exen~.pt stat'js in California, go lo
HAR 0 7 2013
I
Note: Bofore xiibt'iilling l/iis toim, you siioula consult witn a private attorney for
> ad Vice :about';yoLir ;specific-busiri^ss
.For questions abou\
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The name of the corporation is
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a. This corporation is a nonprofit Public Benefit Corporation and is not organized forths privaio gain, of any person. It is
oroonizod under tho NonprofU Public Benefit Corporation.Law for
. b . T h b specific purnose of this cofporution is
S^ublic
nyoi-f.OK
fQ^'charitablc purposes.
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This.coiporntion is organized::aricj oofiratod exciusively for .tho purposes s e t y o i i h in A r t i c l e 2a liereof within the
meaning of Internal Revenue Code section 501(c)(3i.
b. No substantial pat; of the activitiac of triis corporation shai! consist of carr/ing on propaganda, oi otherwise attomofing
to iniluerice legislation, arid this corporation shall not participate or intervene in any .poiitica.l campaign .(including the
publishi.ng or dislribiitio.'^ of statements) c n tjehalf of any cand'dalG for public office
. .. c. The properly of t.his corporation is irrevocably dedicated to the purpcses in Article 2a hereof and no par! of the net
income or.assets of this corporation shall over inure lo the benefit of any director, officer or member thereof or to the
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Upon tho.dissolutioii.or winding up of this corporation,.its assets rerfiaining atierpayrTient, or provision for payment, of
a'l deb's and iiabilit'es of mis corporation shall t e disMbuled :c a nonprofit fi.r.d, loundaticn o; corporatioii wh.ch is
o'ganized and operated e-xclusivdiy for charitable, educational and/or religious purposes and which has ostablisned
its ;ax-exe;npt status unde.^ ihternai Revenue Code secticri S01{cK3;,
T.his^fof^i: prnst, t)q.->s!gpecbby,-.eacr. iiiGcfrpbrator.
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need more space, attach extra pages Ih.at are '. sided and on star:daici
a.traehni.iiiUsfare made par; of these artir. es of inco'poration.
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you' filed cloajniont foi 'ico; aoti v/ill cp:iify tlie;copy....
up6;i n.-quosranc payment'of a S!'. ceniniiSiiori too.'.
: Print your name_ here :
By Mail
SficroiarybfState
Business i£nii!ie,'5. P.O. Box y.A'AGO
Sac.-iimsnto, CA94244-2600
Cr..psialwe CSCB §§ .'"30 ,'.:!35.ol.fnqvSftver.ue-and 1 aM!,d.n Cnde §§ 2.:-;I!.! oi i;oq fscd ?r/(!i ei !.cq
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Sac.-aiiicntc. CA !ift81.1
20 Ki CiiSlotr.ia Seaci.^ry ol tilate
Bylaws of
The Center for Medical Progress
A California Nonprofit Public Benefit Corporation
ARTICLE 1: NAME
Section 1.1 Corporate Name. The name of this corporation is The Center for Medical
Progress (the "Corporation").
ARTICLE 2: PURPOSES
Section 2.1 General Purpose. The Corporation is a nonprofit public benefit corporation
and is not organized for the private gain of any person. It is organized under the
Nonprofit Corporation Law of California ("California Nonprofit Corporation Law") for
public and charitable purposes.
Section 2.2 Specific Purpose. The specific purpose of the corporation shall include
without limitation, to monitor and report on medical ethics and advances.
ARTICLE 3: LIMITATIONS
Section 3.1 Political Activities. The Corporation is nonprofit and nonpartisan and is
organized and operated exclusively for the purposes set forth in Article 2 hereof within
the meaning of Internal Revenue Code section 501(c)(3).
Section 3.2 Prohibited Activities. No substantial part of the activities of the Corporation
shall consist of carrying on propaganda, or otherwise attempting to influence legislation,
and this corporation shall not participate or intervene in any political campaign (including
the publishing or distribution of statements) on behalf of any candidate for public office.
ARTICLE 4: DEDICATION OF ASSETS
Section 4.1 Property Dedicated to Nonprofit Purposes. The property of the
Corporation is irrevocably dedicated to the purposes in Article 2 hereof and no part of the
net income or assets of the Corporation shall ever inure to the benefit of any director,
officer or member thereof or to the benefit of any private person, except that the
Corporation is authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of the purposes set forth
in Article 2 hereof
Section 4.2 Distribution of Assets Upon Dissolution. Upon the dissolution or winding
up of the Corporation, its assets remaining after payment, or provision for payment, of all
debts and liabilities of the Corporation, shall be distributed to a nonprofit fund,
foundation or corporation which is organized and operated exclusively for charitable,
educational and/or religious purposes and which has established its tax-exempt status
under Internal Revenue Code section 501(c)(3).
ARTICLE 5: MEMBERSHIPS
Section 5.1 Members. The Incorporators of the Corporation shall be the sole members
within the meaning of section 5056 of the California Nonprofit Corporation Law.
Section 5.2 Non-Voting Members. The Board may adopt policies and procedures for the
admission of associate members or other designated members who shall have no voting
rights in the Corporation. Such associate or other members are not "members" of the
Corporation as defined in section 5056 of the California Nonprofit Corporation Law.
ARTICLE 6: DIRECTORS
Section 6.1 Number and Qualifications.
6.1.1 Number. The initial number of directors of the Corporation ("Directors") shall be
three (3). From time to time, the Board may, by resolution, increase or decrease the
number of directors by increments of two (2), such that there shall always be an odd
number of directors. Under no circumstances shall the number of directors ever fall
below three (3).
6.1.2 Qualifications. The Directors shall be elected by the members.
Section 6.2 Terms; Election of Successors. Directors shall be elected at each annual
meeting of the Board for one (1) year terms. Each Director, including a Director elected
to fill a vacancy, shall hold office until the expiration of the term for which he or she was
appointed and until the election and qualification of a successor, or until that Director's
earlier resignation or removal in accordance with these Bylaws and California Nonprofit
Corporation Law. By resolution, the Board may arrange for terms to be staggered.
Section 6.3 Vacancies.
6.3.1 Events Causing Vacancy. A vacancy or vacancies on the Board shall be deemed to
exist on the occurrence of the following: (i) the death, resignation, or removal of any
Director; (ii) whenever the number of authorized Directors is increased; or (iii) the failure
of the Board, at any meeting at which any Director or Directors are to be elected, to elect
the full authorized number of Directors.
6.3.2 Removal. The Board may by resolution declare vacant the office of a Director who
has been declared of unsound mind by an order of court, or convicted of a felony, or
found by final order or judgment of any court to have breached a duty under California
Nonprofit Corporation Law. No Director may be removed without cause.
6.3.3 No Removal on Reduction of Number of Directors. No reduction of the
authorized number of Directors shall have the effect of removing any Director before that
Director's term of office expires unless the reduction also provides for the removal of that
specified Director in accordance with these Bylaws and California Nonprofit Corporation
Law.
6.3.4 Resignations. Except as provided in this Section 6.3.4, any Director may resign by
giving written notice to the Chairperson, the President, the Secretary, or the Board. Such
a written resignation will be effective on the later of (i) the date it is delivered or (ii) the
time specified in the woitten notice that the resignation is to become effective. No
Director may resign if the Corporation would then be left without a duly elected Director
or Directors in charge of its affairs, except upon notice to the California Attorney General
(the "Attorney General").
6.3.5 Pro-Tem Election to Fill Vacancies. If there is a vacancy on the Board, including
a vacancy created by the removal of a Director, the Board may fill such vacancy by
electing an additional directorpro tempore as soon as practicable after the vacancy
occurs. Section 6.1.2 notwithstanding. If the number of Directors then in office is less
than a quorum, additional directors may be elected to fill such vacancies by (i) the
unanimous written consent of the Directors then in office, (ii) the affirmative vote of a
majority of the Directors in office at a meeting held according to notice or waivers
complying with section 5211 of the California Nonprofit Corporation Law, or (iii) a sole
remaining Director.
Section 6.4 Regular Meeting. Each year, the Board shall hold at least one meeting, at a
time and place fixed by the Board, for the purposes of election of Directors according to
Section 6.1.2, election of Officers according to Section 7.2, review and approval of the
corporate budget and transaction of other business. This meeting is sometimes referred to
in these Bylaws as the "annual meeting." Other regular meetings of the Board may be
held at such time and place as the Board may fix from time to time by resolution.
Section 6.5 Special Meetings. Special meetings of the Board for any purpose may be
called at any time by the Chairperson, or the President, or the Vice President (if any), or
the Secretary, or any two Directors.
Section 6.6 Quorum and Action of the Board.
6.6.1 Quorum. A majority of Directors then in office (but no fewer than two Directors or
one-fifth of the authorized number in Section 7.1.1, whichever is greater) shall constitute
a quorum for the transaction of business, except to adjourn as provided in Section 6.7.
6.6.2 Minimum Vote Requirements for Valid Board Action. Every act taken or
decision made by a vote of the majority of the Directors present at a meeting duly held at
which a quorum is present is the act of the Board, unless a greater number is expressly
required by California Nonprofit Corporation Law, the Articles of Incorporation or these
Bylaws. A meeting at which a quorum is initially present may continue to transact
business, notwithstanding the withdrawal of Directors from the meeting, if any action
taken is approved by at least a majority of the required quorum for that meeting.
Section 6.7 Adjournment. A majority of the Directors present, whether or not
constituting a quorum, may adjourn any meeting to another time and place.
Section 6.8 Fees and Compensation of Directors. The Corporation shall not pay any
compensation to Directors for services rendered to the Corporation as Directors, except
that Directors may be reimbursed for expenses incurred in the performance of their duties
to the Corporation, in reasonable amounts as approved by the Board.
Also, Directors may not be compensated for rendering services to the Corporation in a
capacity other than as Directors, unless such compensation is reasonable and further
provided that not more than 49% of the persons serving as Directors may be "interested
persons" which, for purposes of this Section 6.8 only, means:
(a) any person currently being compensated by the Corporation for services
rendered to it v^thin the previous 12 months, whether as a full or part-time
Officer or other employee, independent contractor, or otherwise, excluding any
reasonable compensation paid to a Director as Director; or
(b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law,
son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
Section 6.9 Non-Liability of Directors. The Directors shall not be personally liable for
the debts, liabilities, or other obligations of the Corporation.
ARTICLE 7: OFFICERS
Section 7.1 Officers. The officers of the Corporation ("Officers"), in accord with and for
the purposes in California Nonprofit Corporation Law Section 5213, shall be a President
("Chief Executive Officer"), a Secretary, and a Chief Financial Officer.
Section 7.2 Election of Officers. The Officers shall be elected by the members at the
annual meeting of the Corporation for a term of one (1) year, and each shall serve at the
discretion of the Board until his or her successor shall be elected, or his or her earlier
resignation or removal. Officers do not have term limits.
Section 7.3 Removal of Officers. Subject to the rights, if any, of an Officer under any
contract of employment, any Officer may be removed, with or without cause, (i) by the
Board, at any regular or special meeting of the Board, or at the annual meeting of the
Corporation, or (ii) by an Officer on whom such power of removal may be conferred by
the Board.
Section 7.4 Resignation of Officers. Any Officer may resign at any time by giving
written notice to the Corporation. Any resignation shall take effect at the date of the
receipt of that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any of the Corporation
under any contract to which the Officer is a party.
Section 7.5 Vacancies in Offices. A vacancy in any office because of death, resignation,
removal, disqualification, or any other cause shall be filled in the manner prescribed in
these Bylaws for regular appointments to that office, provided that such vacancies shall
be filled as they occur and not on an annual basis.
Section 7.6 Compensation of Officers.
7.6.1 Salaries Fixed by Board. The salaries of Officers, if any, shall be fixed from time
to time by resolution of the Board or by the person or Committee to whom the Board has
delegated this function, and no Officer shall be prevented from receiving such salary by
reason of the fact that he or she is also a Director, provided, however, that such
compensation paid to a Director for serving as an Officer shall only be allowed if
permitted under the provisions of Section 6.8. In all cases, any salaries received by
Officers shall be reasonable and given in return for services actually rendered for the
Corporation which relate to the performance of the public benefit purposes of the
Corporation. No salaried Officer serving as a Director shall be permitted to vote on his or
her own compensation as an Officer.
7.6.2 Fairness of Compensation. The Board shall periodically review the fairness of
compensation, including benefits, paid to every person, regardless of title, with powers,
duties, or responsibilities comparable to the president, chief executive officer, treasurer,
or chief financial officer (i) once such person is hired, (ii) upon any extension or renewal
of such person's term of employment, and (iii) when such person's compensation is
modified (unless all employees are subject to the same general modification of
compensation).
ARTICLE 8: INTERPRETATION
Section 8.1 Construction and Definitions. Unless the context requires otherwise, the
general provisions, rules of construction, and definitions of California Nonprofit
Corporation Law shall govern the construction of these Bylaws. Without limiting the
generality of the above, the masculine gender includes the feminine and neuter, the
singular number includes the plural, the plural number includes the singular, and the term
"person" includes both the Corporation and a natural person. All references to statutes,
regulations and laws shall include any future statutes, regulations and laws that replace
those referenced.
ARTICLE 9: AMENDMENTS
Section 9.1 Amendment by Directors. The Board may adopt, amend, or repeal bylaws
by unanimous vote.