501(c)3 Filings

PARTIAL 501c3 Application and Attachments

Segments of our application that don't contain personal or private information (names, addresses, ID numbers) and that may be relevant to future HSL decisionmaking are pasted below. The originals can be found in the HeatSync Board folder on Google Docs (current) / Dropbox (old).

Part III. Required Provisions in Your Organizing Document

The following questions are designed to ensure that when you file this application, your organizing document contains the required provisions to meet the organizational test under section 501(c)(3). Unless you can check the boxes in both lines 1 and 2, your organizing document does not meet the organizational test. DO NOT file this application until you have amended your organizing document. Submit your original and amended organizing documents (showing state filing certification if you are a corporation or an LLC) with your application.

1: Section 501(c)(3) requires that your organizing document state your exempt purpose(s), such as charitable, religious, educational, and/or scientific purposes. Check the box to confirm that your organizing document meets this requirement. Describe specifically where your organizing document meets this requirement, such as a reference to a particular article or section in your organizing document. Refer to the instructions for exempt purpose language. Location of Purpose Clause (Page, Article, and Paragraph): Page 1, Article 2, Paragraph 1

2a: Section 501(c)(3) requires that upon dissolution of your organization, your remaining assets must be used exclusively for exempt purposes, such as charitable, religious, educational, and/or scientific purposes. Check the box on line 2a to confirm that your organizing document meets this requirement by express provision for the distribution of assets upon dissolution. If you rely on state law for your dissolution provision, do not check the box on line 2a and go to line 2c.

2b If you checked the box on line 2a, specify the location of your dissolution clause (Page, Article, and Paragraph). Page 1, Article 5, Paragraph 1

Do not complete line 2c if you checked box 2a.

2c See the instructions for information about the operation of state law in your particular state. Check this box if you rely on operation of state law for your dissolution provision and indicate the state:

Part IV. Narrative Description of Your Activities

Using an attachment, describe your past, present, and planned activities in a narrative. If you believe that you have already provided some of this information in response to other parts of this application, you may summarize that information here and refer to the specific parts of the application for supporting details. You may also attach representative copies of newsletters, brochures, or similar documents for supporting details to this narrative. Remember that if this application is approved, it will be open for public inspection. Therefore, your narrative description of activities should be thorough and accurate. Refer to the instructions for information that must be included in your description.

Attachment: Narrative

The concept for HeatSync Labs came out of the desire for a group of Arizona locals to get together and continue working on projects after academic life. We wanted a place to share tools, space, and ideas with fellow hackers and makers. Heavy industrial and electrical equipment, as well as professional computer software can be so costly as to be out of reach for the average student, entrepreneur, or garage tinkerer. The traditional model has been to personally build hobby workshops in seclusion over a period of decades. We don't want to work in seclusion, nor do we want our equipment to sit fallow 90% of the time.

Throughout 2009, we discovered, and in some cases, visited, other notable hacker spaces popping up across the North America (NoiseBridge, Pumping Station: One, NYC Resistor, Hacklab Toronto, and HacDC). The main funding source of everyone we visited was some combination of personal investment, membership dues and classes. The wildly successful spaces were able to buy equipment but most relied on donations and grants for that.

This early research allowed us to understand the constraints and pitfalls associated with our dream. Our ultimate goal became a permanent space of our own. Tools and equipment would follow when our peers saw the work we were doing. To fund our space, utilities, etc. we would have to seek member dues from those who, like us, were committed to our mission. Grants and monetary and equipment donations would be the way we build capital towards specific equipment purchases.

It was important that this private nature not fence us off from our community, however. Outreach would be through our free public biweekly meetings, free workshops, and eventually paid classes. Finally, transparency to our membership, and the community at large would be key.

Organizational Meetings began in May of 2009 aided by national coverage via the Make: Blog. By September the group had elected its board of members and drafted its bylaws. It was during this time we began the 501c3 application process. Following in the footsteps of Pumping Station One and Noisebridge's successful 501c3 applications, we too wanted to seek non profit status as a commitment to our community and pledge for future transparency and openness.

By December we had outgrown our temporary location and took up a tantalizing offer to partner with a local collaborative workspace called Gangplank. Gangplank is building a community of collaboration by offering to individuals and business, for free, temporary workspace, conference space, internet access and more. This partnership brought us the space needed to begin our public outreach mainly through our now expanded bi-monthly public meetings and through a new monthly electronics workshop.

Currently, We are on track with our membership projections and are constantly surprised by the positivity and energy the community has shown for this project. We are using our new community partnerships to approach the local professional technical community and apply for other funding opportunities. Gangplank is only able to offer us temporary workspace. What we will eventual need to flourish will be workshop space where we can maintain professional quality heavy industrial equipment. Because of our space donations we have been cash flow positive since inception and are currently banking money for that eventual move. If no grant or major donations opportunities arise after 3 years we will still have banked enough money and grown our membership enough to be able to safely move under our own power.

From here on out we aim to continue to collect brilliant people and provide the tools necessary to see them grow and prosper. We will provide resources available to our creative community outside of the constraints of an academic, corporate, or state controlled environment. We will nurture a mindset of collaboration and learning among our members and positively impact the community, and the world, at large.

Part V. Compensation and Other Financial Arrangements

4. In establishing the compensation for your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed on lines 1a, 1b, and 1c, the following practices are recommended, although they are not required to obtain exemption. Answer “Yes” to all the practices you use.

a) Do you or will the individuals that approve compensation arrangements follow a conflict of interest policy? No

b) Do you or will you approve compensation arrangements in advance of paying compensation? No

c) Do you or will you document in writing the date and terms of approved compensation arrangements? No

d) Do you or will you record in writing the decision made by each individual who decided or voted on compensation arrangements? No

e) Do you or will you approve compensation arrangements based on information about compensation paid by similarly situated taxable or tax-exempt organizations for similar services, current compensation surveys compiled by independent firms, or actual written offers from similarly situated organizations? Refer to the instructions for Part V, lines 1a, 1b, and 1c, for information on what to include as compensation. No

f) Do you or will you record in writing both the information on which you relied to base your decision and its source? No

g) If you answered “No” to any item on lines 4a through 4f, describe how you set compensation that is reasonable for your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed in Part V, lines 1a, 1b, and 1c.

5a. Have you adopted a conflict of interest policy consistent with the sample conflict of interest policy in Appendix A to the instructions? If “Yes,” provide a copy of the policy and explain how the policy has been adopted, such as by resolution of your governing board. If “No,” answer lines 5b and 5c. Yes

b) What procedures will you follow to assure that persons who have a conflict of interest will not have influence over you for setting their own compensation?

c) What procedures will you follow to assure that persons who have a conflict of interest will not have influence over you regarding business deals with themselves?

Note: A conflict of interest policy is recommended though it is not required to obtain exemption. Hospitals, see Schedule C, Section I, line 14.

6a. Do you or will you compensate any of your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed in lines 1a, 1b, or 1c through non-fixed payments, such as discretionary bonuses or revenue-based payments? If “Yes,” describe all non-fixed compensation arrangements, including how the amounts are determined, who is eligible for such arrangements, whether you place a limitation on total compensation, and how you determine or will determine that you pay no more than reasonable compensation for services. Refer to the instructions for Part V, lines 1a, 1b, and 1c, for information on what to include as compensation. No

b) Do you or will you compensate any of your employees, other than your officers, directors, trustees, or your five highest compensated employees who receive or will receive compensation of more than $50,000 per year, through non-fixed payments, such as discretionary bonuses or revenue-based payments? If “Yes,” describe all non-fixed compensation arrangements, including how the amounts are or will be determined, who is or will be eligible for such arrangements, whether you place or will place a limitation on total compensation, and how you determine or will determine that you pay no more than reasonable compensation for services. Refer to the instructions for Part V, lines 1a, 1b, and 1c, for information on what to include as compensation. No

7a. Do you or will you purchase any goods, services, or assets from any of your officers, directors, trustees, highest compensated employees, or highest compensated independent contractors listed in lines 1a, 1b, or 1c? If “Yes,” describe any such purchase that you made or intend to make, from whom you make or will make such purchases, how the terms are or will be negotiated at arm’s length, and explain how you determine or will determine that you pay no more than fair market value. Attach copies of any written contracts or other agreements relating to such purchases. No

b) Do you or will you sell any goods, services, or assets to any of your officers, directors, trustees, highest compensated employees, or highest compensated independent contractors listed in lines 1a, 1b, or 1c? If “Yes,” describe any such sales that you made or intend to make, to whom you make or will make such sales, how the terms are or will be negotiated at arm’s length, and explain how you determine or will determine you are or will be paid at least fair market value. Attach copies of any written contracts or other agreements relating to such sales. No

8a. Do you or will you have any leases, contracts, loans, or other agreements with your officers, directors, trustees, highest compensated employees, or highest compensated independent contractors listed in lines 1a, 1b, or 1c? If “Yes,” provide the information requested in lines 8b through 8f. No

b) Describe any written or oral arrangements that you made or intend to make.

c) Identify with whom you have or will have such arrangements.

d) Explain how the terms are or will be negotiated at arm’s length.

e) Explain how you determine you pay no more than fair market value or you are paid at least fair market value.

f) Attach copies of any signed leases, contracts, loans, or other agreements relating to such arrangements.

9a. Do you or will you have any leases, contracts, loans, or other agreements with any organization in which any of your officers, directors, or trustees are also officers, directors, or trustees, or in which any individual officer, director, or trustee owns more than a 35% interest? If “Yes,” provide the information requested in lines 9b through 9f. No

Attachment: Part V

4g) No officers, directors, trustees, or board members receive compensation from the organization. The organization does not have employees. If we do have compensation in the future, our Board will implement policies to approve compensation in advance, document the compensation agreements in writing, follow a conflict of interest policy, record in writing the decision made by each individual who decided or voted on compensation arrangements, approve compensation arrangements based on information about compensation paid by similarly situated taxable or tax-exempt organizations for similar services, current compensation surveys compiled by independent firms, or actual written offers from similarly situated organizations, and record in writing both the information on which we relied to base our decision and its source.

5a) Please reference Part III of our Bylaws included in Part IV of our 1023 Supplemental material.

Part VI. Your Members and Others That Receive Benefits From You

The following “Yes” or “No” questions relate to goods, services, and funds you provide to individuals and organizations as part of your activities. Your answers should pertain to past, present, and planned activities. (See instructions.)

1a. In carrying out your exempt purposes, do you provide goods, services, or funds to individuals? If “Yes,” describe each program that provides goods, services, or funds to individuals. Yes

b) In carrying out your exempt purposes, do you provide goods, services, or funds to organizations? If “Yes,” describe each program that provides goods, services, or funds to organizations. Yes

2. Do any of your programs limit the provision of goods, services, or funds to a specific individual or group of specific individuals? For example, answer “Yes,” if goods, services, or funds are provided only for a particular individual, your members, individuals who work for a particular employer, or graduates of a particular school. If “Yes,” explain the limitation and how recipients are selected for each program. Yes

3. Do any individuals who receive goods, services, or funds through your programs have a family or business relationship with any officer, director, trustee, or with any of your highest compensated employees or highest compensated independent contractors listed in Part V, lines 1a, 1b, and 1c? If “Yes,” explain how these related individuals are eligible for goods, services, or funds. Yes

Part VIII. Your Specific Activities

The following “Yes” or “No” questions relate to specific activities that you may conduct. Check the appropriate box. Your answers should pertain to past, present, and planned activities. (See instructions.)

1. Do you support or oppose candidates in political campaigns in any way? If “Yes,” explain. No

2a. Do you attempt to influence legislation? If “Yes,” explain how you attempt to influence legislation and complete line 2b. If “No,” go to line 3a. No

b) Have you made or are you making an election to have your legislative activities measured by Yes No expenditures by filing Form 5768? If “Yes,” attach a copy of the Form 5768 that was already filed or attach a completed Form 5768 that you are filing with this application. If “No,” describe whether your attempts to influence legislation are a substantial part of your activities. Include the time and money spent on your attempts to influence legislation as compared to your total activities. No

3a. Do you or will you operate bingo or gaming activities? If “Yes,” describe who conducts them, and list all revenue received or expected to be received and expenses paid or expected to be paid in operating these activities. Revenue and expenses should be provided for the time periods specified in Part IX, Financial Data. No

b) Do you or will you enter into contracts or other agreements with individuals or organizations to conduct bingo or gaming for you? If “Yes,” describe any written or oral arrangements that you made or intend to make, identify with whom you have or will have such arrangements, explain how the terms are or will be negotiated at arm’s length, and explain how you determine or will determine you pay no more than fair market value or you will be paid at least fair market value. Attach copies or any written contracts or other agreements relating to such arrangements. No

c) List the states and local jurisdictions, including Indian Reservations, in which you conduct or will conduct gaming or bingo. No

4a. Do you or will you undertake fundraising? If “Yes,” check all the fundraising programs you do or will conduct. (See instructions.) Yes

Yes: mail solicitations, email solicitations, personal solicitations, foundation grant solicitations, accept donations on your website, receive donations from another organization’s website, government grant solicitations, Other

No: vehicle, boat, plane, or similar donations, phone solicitations

Attach a description of each fundraising program.

b) Do you or will you have written or oral contracts with any individuals or organizations to raise funds for you? If “Yes,” describe these activities. Include all revenue and expenses from these activities and state who conducts them. Revenue and expenses should be provided for the time periods specified in Part IX, Financial Data. Also, attach a copy of any contracts or agreements. No

c) Do you or will you engage in fundraising activities for other organizations? If “Yes,” describe these arrangements. Include a description of the organizations for which you raise funds and attach copies of all contracts or agreements. Yes

d) List all states and local jurisdictions in which you conduct fundraising. For each state or local jurisdiction listed, specify whether you fundraise for your own organization, you fundraise for another organization, or another organization fundraises for you.

e) Do you or will you maintain separate accounts for any contributor under which the contributor has the right to advise on the use or distribution of funds? Answer “Yes” if the donor may provide advice on the types of investments, distributions from the types of investments, or the distribution from the donor’s contribution account. If “Yes,” describe this program, including the type of advice that may be provided and submit copies of any written materials provided to donors.

5. Are you affiliated with a governmental unit? If “Yes,” explain. No

6a. Do you or will you engage in economic development? If “Yes,” describe your program. No

b) Describe in full who benefits from your economic development activities and how the activities promote exempt purposes.

7a. Do or will persons other than your employees or volunteers develop your facilities? If “Yes,” describe each facility, the role of the developer, and any business or family relationship(s) between the developer and your officers, directors, or trustees. Yes

b) Do or will persons other than your employees or volunteers manage your activities or facilities? If “Yes,” describe each activity and facility, the role of the manager, and any business or family relationship(s) between the manager and your officers, directors, or trustees. Yes

c) If there is a business or family relationship between any manager or developer and your officers, directors, or trustees, identify the individuals, explain the relationship, describe how contracts are negotiated at arm’s length so that you pay no more than fair market value, and submit a copy of any contracts or other agreements.

8. Do you or will you enter into joint ventures, including partnerships or limited liability companies treated as partnerships, in which you share profits and losses with partners other than section 501(c)(3) organizations? If “Yes,” describe the activities of these joint ventures in which you participate. No

9. omitted irrelevant section on childcare

10. Do you or will you publish, own, or have rights in music, literature, tapes, artworks, choreography, scientific discoveries, or other intellectual property? If “Yes,” explain. Describe who owns or will own any copyrights, patents, or trademarks, whether fees are or will be charged, how the fees are determined, and how any items are or will be produced, distributed, and marketed. No

11. Do you or will you accept contributions of: real property; conservation easements; closely held securities; intellectual property such as patents, trademarks, and copyrights; works of music or art; licenses; royalties; automobiles, boats, planes, or other vehicles; or collectibles of any type? If “Yes,” describe each type of contribution, any conditions imposed by the donor on the contribution, and any agreements with the donor regarding the contribution. Yes

12a. Do you or will you operate in a foreign country or countries? If “Yes,” answer lines 12b through 12d. If “No,” go to line 13a. No

13a. Do you or will you make grants, loans, or other distributions to organization(s)? If “Yes,” answer lines 13b through 13g. If “No,” go to line 14a. No

14a. Do you or will you make grants, loans, or other distributions to foreign organizations? If “Yes,” answer lines 14b through 14f. If “No,” go to line 15. No

15. Do you have a close connection with any organizations? If “Yes,” explain. Yes

16-18. omitted, irrelevant healthcare/educational(section 501f) items

19. Do you or will you operate a school? If “Yes,” complete Schedule B. Answer “Yes,” whether you operate a school as your main function or as a secondary activity. No

20-21. omitted, irrelevant hospital and low income items

22. Do you or will you provide scholarships, fellowships, educational loans, or other educational grants to individuals, including grants for travel, study, or other similar purposes? If “Yes,” complete Schedule H. No

Note: Private foundations may use Schedule H to request advance approval of individual grant procedures.

Part X. Public Charity Status

1a. Are you a private foundation? If “Yes,” go to line 1b. If “No,” go to line 5 and proceed as instructed. No

If you are unsure, see the instructions.

5. If you answered “No” to line 1a, indicate the type of public charity status you are requesting by checking one of the choices below. You may check only one box.

g) 509(a)(1) and 170(b)(1)(A)(vi)—an organization that receives a substantial part of its financial support in the form of contributions from publicly supported organizations, from a governmental unit, or from the general public. Checked