Form 990 Return ofOrganization...

Form 990Departrl ent of the Treasury

Internal Revenue Service

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Return of Organization Exempt From Income TaxUnder section 501 (c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung

benefit trust or private foundation)► The organization may have to use a copy of this return to satisfy state reporting requirements

A For the Luuo caienaar year , or tax ear De innin zuuo ana enarn

B Checkdepphabla please C Name of organization D Employer Identification numberX Address ouse IRS OPERATION GOOD NEIGHBOR FOUNDATION 23-3071579

rlabel

orX_ Nun Uunpaprint or Number and street (or P 0 box if mail is not delivered to street address) Room/suite E Telephone number

Inmd ,nium type

Font- Specific 160 PENNSYLVANIA AVENUE 610 527-8138

Mt-̀bed Instruc- City or town, state or country, and ZIP + 4Accounti ng

Cash X Acc at^on lions

BRYN AWR PA 1 1 I Other ( specify )

• Section 501 (c)(3) organizations and 4947 (a)(1) nonexempt charitable H and I are not applicable to section 527 organizations

trusts must attach a completed Schedule A (Form 990 or 990-EZ). H(a) Is this a group return for affiliates? q Yes a No

G Websrte • ► OPERATIONGOODNEIGHBOR.COM H(b) If "Yes," enter number of affiliates ►

J Organization type (check only one) ► ){ 501(c) ( 3 ) 4 (insert no) 14947(a)(1) or 527

__

H(c) Are all affiliates included? Yes No

K Check here ► if the organization 's gross receipts are normally not more than $25,000 The(If "No," attach a list See instructions

H(d) Is this a separate return filed by anorganization need not file a return with the IRS, but if the organization chooses to file a return , be o rg an i zat ion covered by a rou rul i n g? Yes X No

sure to file a complete return Some states require a complete return . I Group Exemption Number ►

M Check ► if the organization is not required

L Gross receipts Add lines 6b , 8b, 9b , and 10b to line 12 ► 510 , 108. to attach Sch B (Form 990 . 990-EZ. or 990-PF)

Revenue , Expenses, and Changes in Net Assets or Fund Balances (See the instructions. )

I Contributions, gifts, grants, and similar amounts received

a Direct public support ,,,,,,,,,,,,,,,,,,,,, Ia 439 730..

b Indirect public support 1b

c Government contributions (grants) Ic

d Total (add lines 1a through tc) (cash $ 434,730. noncash E ) Id 434 , 730.2 Program service revenue including government fees and contracts (from Part VII, line 93) . . . . . . 2

3 Membership dues and assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

4 Interest on savings and temporary cash investments STMT. 4 3 , 867.5 Dividends and interest from securities . . . . . . . . . . . . . 5

6a Gross rents .. .. .. . .. .. .. .. . . . . .. .. . . . 6a

b Less rental expenses . . .. .. .. .. . . . ... . .. . . 6b

C Net rental income or (loss) (subtract line 6b from line 6a) . . . . . . . . . . . . . . . . . . . . 6c

c7 Other investment income (describe ► 7

8a Gross amount from sales of assets other (A) Securities (B) Other

than inventory ,,,,,,,,,,,,,,, 8ab Less cost or other basis and sales expenses, 8b

C Gain or (loss) (attach schedule) , , , , , , , 8c

d Net gain or (loss) (combine line 8c, columns (A) and (B)) . . . . . . . . . . . . . . • • • 8d

9 Special events and activities (attach schedule) If any amount is from gaming , check here ► q

a Gross revenue (not including $ 389,674. of STMT 2

contributions reported on line 1a) . . . . . . . . . . . . STMT. 3, 9a 71 , 511.

b Less direct expenses other than fundraising expenses . . . .. .. 9b 118 , 542.C Net income or (loss) from special events (subtract line 9b from line 9a) . . . . . . . . . . . . . . 9c -47 , 031.

10 a Gross sales of inventory, less returns and allowances . . . . . , oa

b Less cost of goods sold . . . . . . . . . . . . . . . . . . . . 0b

c Gross profit or (loss) from sales of inventory (attach schedule) (subtract line 1 Ob from line 10a) . . . . lOc

11 0 beLCf<vert from Part VII, line 103) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

..................12 T 5 6c 7 8d 9c 10c and 11 12 391 , 566.13 P

1. )'IIIg I ems, ( , , , , , , , , , , , . , , , , , , , , • . • • • • _ . . 13 2 7 2 110

14 a ement and general (from Im)# olumn (C)) ... . . . .. . . 14 111 110.

CL15 F isQe0n I . . . . . . .. .. .. ... .. .. ... . .. .. . 15 81 832 .

W 16 y nts to affiliates (attach scher

, , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , 16

17 to column (A)) 17 165 , 052.18 ces I t alai s^btract ine 17 from line 12) 18 -73 , 486.

Q 19 Net assets or fund balances at begi

i of year (from line 73, column (A)) .... . .. . .. .. 19 326 , 910.d 20 Other changes in net assets or fund balances (attach explanation) 20

Z 21 Net assets or fund balances at end of year (combine lines 18 , 19 , and 20 ) 21 253 , 424 .For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions.

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Form 990 (2005)

Form 990 (2005) 23-30715'79

Statement of All organizations must complete column (A) Columns ( B), (C). and ( D) are required for section 501 ( c)(3) and (4)

Functional Expenses organizations and section 4947(a)(1) nonexempt chantable trusts but optional fo r othe rs (See the instructions)

Do not include amounts reported on line6b . 8b . 9b . 106 or 16 of Pa 1

(A) Total ( B) Programservices

(C) Managementand g eneral

(D) Fundraising

22 Grants and allocations (attach schedule)

(cash t 251,900. oonwsn s.)grants , ►uif this

checkherreun.mUudestoreign

22

57 900. 57 900. TMT 4..

23 Specific assistance to individuals (attach

. . . . . . .schedule ) . . . 23'

. . . . . .

24 Benefits paid to or for members (attach

schedule ) 24 - - -^. . . . . . . . . . .

25 Compensation of officers , directors , etc 25 10 , 000.--10 , 000.

26 Other salaries and wages , , 26.

27 Pension plan contributions 27 41 , 255. 41 , 255., ,

28 Other employee benefits , . . . .. 28

29 Payroll taxes . . . .... 29 1 , 146. 1 , 146.. . . . . . .30 Professional fundraising fees , 30 50 , 810. 50 , 810.

31 Accounting fees , , , , , , , , 31 28 , 250. 28 , 250.

32 Legal fees , , , , , , , , , , , , , , , 32 280. 280.

33 Supplies . . . . . .. .. . . . .. . . 33 2 056. 2 , 056.

34 Telephone . . . . . . .. . . . . . . . 34 4 , 503. 4 , 503.

35 Postage and shipping . . . . .. . . 35 7 , 616. 2 , 642. 355. 4 , 619.36 Occupancy . . .. . .. . . . . . . . . 36 5 983. 5 , 983.37 Equipment rental and maintenance , . 37

38 Printing and publications , . . . .. 38 26 , 253. 11 , 295. 1 , 555. 13 , 403.

39 Travel . ..... .. .. . . . . . .. 39 5 888. 273. 280. 5 , 335.

40 Conferences , conventions , and meetings , 40 6 , 885. 6 , 885.

41 Interest .. .... . .. . .. . . . . 41

42 Depreciation , depletion, etc ( attach schedule) 42

43 Other expenses not covered above ( itemize)

a BANK-&-CREDIT-CARD-FEES----------------------43a 805. 805.

bPAYROLLPROCESSING FEES--- -- -

43b 1 , 239. 1 , 239.------ -------- ------

c PHOTOGRAPHY FEES--- --

43c 14 , 183. 6 , 518, 7 , 665.------ ---------------

d--------------------------43d

e-------------------------- 43e

f--------------------------

43f

g--------------------------

43

44 Total functional expenses . Add lines 22through 43 ( Organizations completingcolumns ( B)-(D), carry these totals to lines13-15) . .. . ... .. . . .. . . . . . 4 65 052. 72 110. 11 110. 1 832.

Joint Costs . Check ► U if you are following SOP 98-2.Are any joint costs from a combined educational campaign and fundraising solicitation reported in (B) Program services? ► Yes NoIf "Yes," enter ( i) the aggregate amount of these joint costs $ , ( it) the amount allocated to Program services $

(iii) the amount allocated to Management and general $ , and (iv ) the amount allocated to Fundraising $

Form 990 (2005)

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Form 990 (2005)

FOMILM Statement of Program Service Accomplishments (See the instructions)Form ,990 is available for public inspection and, for some people, serves as the primary or sole source of information about aparticular organization. How the public perceives an organization in such cases may be determined by the information presentedon its return Therefore, please make sure the return is complete and accurate and fully describes, in Part III, the organization'sprograms and accomplishments.

What is the organization's primary exempt purpose? STATEMFNT1 n Program Service

---------------------------------------Expenses

All organizations must describe their exempt purpose achievements in a clear and concise manner State the number ( Required for 501(c )( 3) andof clients served , publications issued , etc Discuss achievements that are not measurable (Section 501 (c)(3) and (4) (4) orgs , and 4947(a)(1)

organizations and 4947(a)(1) nonexempt chartable trusts must also enter the amount of rants and allocations to othersgrants )fists , but optional for

others

a PROVIDE-CASH-GRANTS-TO-NON-PROFITS-TO-SUPPORT-ESTABLISHED---------------------------------------------------------------ON-GOING-PROGRAMS-THAT-HAVE-PROVEN-EFFECTIVE-IN-EASING THE---------------------------------------------------------------BURDEN_OF_POVERTY_ON_MEN,_WOMEN_AND_CHILDREN1_YOUTH AND-THE-----------------HOMELESS__THIRY_FOUR_S39Z_GRA12TS_MADE_TO_NON_ PROFITS THAT____________

MEET_THESE_GUIDELINES-AND_FURTHER_OUR_CHARITABLE_PURPOSE_

----------------------------------------------------------------------(Grants and allocations $ 257 , 900. ) If this amount includes foreign grants , check here ► 273 .

b PROVIDE-NON-CASH-GRANTS-IN-THE-FORM-OF-IN-KIND-GOODS AND--------------------------------------------------------------SERVICES_TO_IMPROVE_THE_QUALITY_OE_LIFE_FOR_LOW_INCOME

---------------FAMILIES.----------------------------------------------------------------------

----------------------------------------------------------------------

----------------------------------------------------------------------

----------------------------------------------------------------h--

(Grants and allocations $ NONE ) If this amount includes foreign grants , check ere---

►-

NONEc IDENTIFY-AND-ENLIST-PROGRAM-UNDERWRITING-FROM-AREA

----------------------------------------------------------------COMPANIES-WITH-THE_ABILITY_TO_PROVIDE_SUBSTANTIAL FINANCIAL----------

SUPPORT___PUBLISHED_NEWSLETTERS_AND_BROCHURE_TO_INCREASE-------------

OUR-VISIBILITY-AND-ATTRACT-ADDITIONAL-SUPPORT-FROM-THE---------------------------------------------------------------GENERAL-PUBLIC.---------------------------------------------------------------------

---------------------------------------------------------------------(Grants and allocations $ NONE ) If this amount includes foreign grants , check here ► 13 , 937.

d----------------------------------------------------------------------

----------------------------------------------------------------------

----------------------------------------------------------------------

----------------------------------------------------------------------

----------------------------------------------------------------------

------------------------------------------------------------------(Grants and allocations $ ) If this amount includes foreign grants , check here ►-

e Other program services ( attach schedule)(Grants and allocations $ 257 900. ) If this amount includes foreign grants , check here ►

f Total of Program Service Expenses (should equal line 44, column (B), Program services) , , ► 272,110.

Form 990 (2005)

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Form 990 (2005) 23-3071579 Page4

• .. Balance Sheets (See the instructions.)

Note : Where required, attached schedules and amounts within the description (A) (B)column should be for end-of-year amounts only. Beginning of year End of year

45 Cash - non-interest-bearing . . . . . ... . .... ... . . . . . .. . .. 862. 45 327 , S67.

46 Savings and temporary cash investments 339 , 159 46 NONE

47 a Accounts receivable 47a

b Less allowance for doubtful accounts .. ... 47b 47c

48a Pledges receivable . .. .. . . . .. ... . .. 48a

b Less: allowance for doubtful accounts .. . . .. 48b 48c

49 Grants receivable . . .. .. .. . .. ... . 49

50 Receivables from officers, directors, trustees, and key employees

(attach schedule) . . .. .. . . . .. . . . . . ... ... . . .. . .. . .. 50

51 a Other notes and loans receivable (attach

schedule) . ... . . .. .. .. . .. . . . . .. 51 a

b Less allowance for doubtful accounts . .. 51b 51c

52 Inventories for sale or use 52

53 Prepaid expenses and deferred charges .. . . ... • • . . .. NON 53 12 , 500.54 Investments - securities (attach schedule) , , , , , , No. q Cost q FMV 54

55a Investments - land, buildings, and

equipment. basis . . .. . . . . . . . ... .. . 55a

b Less accumulated depreciation (attach

schedu le) . . . . . . .. . . . . . . . . .. .. . 55b 55c

56 Investments - other (attach schedule ) . .. .. .. . . ... .. .. ... 56

57a Land, buildings, and equipment. basis ...... 57a

b Less. accumulated depreciation (attach

schedule) . .. . .. .. . . .. . . . . . . . . . . 57b 57c

58 Other assets (describe ► ) 58

59 Total assets (must equal line 74) Add lines 45 through 58. 340 320. 59 340 067.

60 Accounts payable and accrued expenses , , , , , , , , , , 13 410. 60 .46 , 64361 Grants payable . . . .. . . . . . . . ... .. ... .... ... .. .. . . NON 61 40 , 000.62 Deferred revenue . . .. .. . .. . .. .. .. ... .... ... .. .. ... 62

d 63 Loans from officers, directors, trustees, and key employees (attach

schedule) ••.••••..••••••...•.•.••.••••..•••••• 63

m 64a Tax-exempt bond liabilities (attach schedule) .. .. .. .. ... .. . . .. 64a

b Mortgages and other notes payable (attach schedule) , , , , , , , , , , , , , 64b

65 Other liabilities (describe ► ) 65

66 Total liabilities . Add lines 60 through 65 .................... 13,410. 66 86,643 .Organizations that follow SFAS 117, check here ► X and complete lines

67 through 69 and lines 73 and 74

u) 67 Unrestricted . . . . . . . . . . . .. . .. . . . . . . . .. ... .. . . . 326 910. 67 253 424.68 Temporarily restricted . . . . . . . . .. . .. . .. .. .. . . . . 68

69 Permanently restricted . . .. . . . . . .. . . .. . .. .. .. . . . . 69

Organizations that do not follow SFAS 117, check here ►q andcomplete lines 70 through 74.

70 Capital stock, trust principal, or current funds ................ . 70

71 Paid-in or capital surplus, or land, building, and equipment fund 71

N 72 Retained earnings, endowment, accumulated income, or other funds 72Q 73 Total net assets or fund balances (add lines 67 through 69 or lines

Z 70 through 72;

column (A) must equal line 19, column (B) must equal line 21) , , , , , , , , 326 910. 73 253 , 424.74 Total liabilities and net assets/fund balances . Add lines 66 and 73 340 320., 74 340 , 067.

Form 990 (2005)

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Form 990 ( 2005 ) 23-3071579

MUM Reconciliation of Revenue per Audited Financial Statements With Revenue per Return (See theinstructions.)

a Total revenue, gains , and other support per audited financial statements . . ...... . .. .. .. .. .. .

b Amounts included on line a but not on Part I, line 12.

1 Net unrealized gains on investments .. . .. . . . .. . .. . ... . .. . . .. . Ib1

2 Donated services and use of facilities . . . .. . . . ..... . ... . .. . . .. . b2

3 Recoveries of prior year grants ............................ b3

4 Other ( specify ) -- SEE_ STATEMENT- 11___________________________

------------------------------------------------------Add lines b1 through b4 .. .. .. . .. .. . . . ... ... . .. . .. .. ... .. .... . . . .. ... b 118 , 542.

c Subtract line b from line a . .. . .. . . .. . . . ... ... . .. . . . .. ... .. ... . .. . .. ... c 391 , 566.

d Amounts included on Part I, line 12, but not on line a:

I Investment expenses not included on Part I, line 6b . . .. ... . .. . . . . ... d1

2 Other (specify) ---------------------------------------------

------------------------------------------------------Add lines dl and d2 . .. . . ... .. .. .. . .. .. ... . ... . .. . . .. .... .. . . . . .. . . .

Reconciliation of Expenses per Audited Financial Statements With Expenses per Return

a Total expenses and losses per audited financial statements .. . .. . .. .. ... .. .. .. .. . .. .. 583 , 594.

b Amounts included on line a but not on Part I, line 17-

i Donated services and use of facilities . .. .. ..... ... b1

2 Prior year adjustments reported on Part I, line 20 ........... ...... b2

3 Losses reported on Part I, line 20 . .. . . . . . . . . ... .. . . .. . .. .

4 Other (specify ) -- SEE STATEMENT- 12__________________________

------------------------------------------------------- b4118 542.

Add lines b1 through b4 . . . . ... .. ... . . .. . .... .. . .. .. ... .. .. .. ... .. ... b 118 542 .

c Subtract line b from line a . .. ... .. . .. . . . .. . ... .. . . ... ... . . ... . .. . ... .. c 465 , 052.

d Amounts included on Part I, line 17, but not on line a:

I Investment expenses not included on Part I, line 6b .. . . . .. . .. . .. . ... d1

2 Other(specify) ---------------------------

-----------------------------------------------------Add lines dl and d2 , d

e Total expenses (Part I, line 17) Add lines c and d''. ► e 465 , 052.Current Officers, Directors , Trustees , and Key Employees (List each person who was an officer, director, trustee,or kev emolovee at any time dunna the year even if they were not rmmnensated 1 (See the inctnjrhnnc )

(A) Name and address(B)

Ne and average hours perweek devoted to position

(C) Compensation

(if not paid , enter

-0- )

( e) Contnbutens to angbyeebenern at a deterred

compenaaton pans

(E) Expense accountand other allowances

------------------------------------------SEE STATEMENT 13 10 , 000. NONE 2 , 337.

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- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Form 990 (2005)

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Form 990 (2005) 2-(r71 s '7q Pane 6

IMMEN-Current Officers , Directors, Trustees , and Key Employees (continued) Yes No

75a Enter the total number of officers , directors , and trustees permitted to vote on organization business at boardmeetings ........ .......... ......... ................ ► 3

b Are any officers , directors , trustees , or key employees listed in Form 990, Part V-A, or highest compensatede

Ioyees 1•.IIJI

ted in Schedule A, Part !, or hlnhest cprofessional and other Independent11pIVY ccJ RI ..^....... compensated.

contractors listed in Schedule A, Part I-A or II-B , related to each other through family or business -- ---^relationships ? If "Yes," attach a statement that identifies the individuals and explains the relationship (s) .. .. .. 75b X

c Do any officers , directors , trustees , or key employees listed in Form 990, Part V-A, or highest compensatedemployees listed in Schedule A, Part I , or highest compensated professional and other independentcontractors listed in Schedule A, Part II-A or II-B , receive compensation from any other organizations , whethertax exempt or taxable, that are related to this organization through common supervision or common control? --Note . Related organizations include section 509(a )(3) supporting organizations. 75c X

If "Yes," attach a statement that identifies the individuals , explains the relationship between this organization andthe other organization (s), and describes the compensation arrangements, including amounts paid to eachindividual by each related organization _

d Does the org anization have a written conflict of interest policy7 . 75d XFormer Officers, Directors , Trustees , and Key Employees That Received Compensation or Other Benefits(If any former officer, director, trustee, or key employee received compensation or other benefits (described below) duringthe year, list that person below and enter the amount of compensation or other benefits in the appropriate column See theinstructions.)

(A) Name and address ( B) Loans and Advances (C) Compensation lolwetit p"aaim."mmp n Ot fl pt-

acco(EExenseunt and other

allowances

--- ---------------------------------------

0- 0- -0- -0-

--- ---------------------------------------

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Other Information (See the instructions. Yes No

76 Did the organization engage in any activity not previously reported to the IRS? If "Yes," attach a detaileddescription of each activity ...............................................

---76

- - -X

77 Were any changes made in the organizing or governing documents but not reported to the IRS? . . . STrI.T. 15 . 77 X

78a

If "Yes," attach a conformed copy of the changes.

Did the organization have unrelated business gross income of $1 000 or more durin the ear covered b, g y ythis return? . . . .. . .. .. . . . .. . . .. . . . . .. . ...... .. .. . .. . . .. . . . .. . .. .. ... 78a X

b If "Yes," has it filed a tax return on Form 990-T for this year? . ..... .. .. . .. . . .. . . . .. . .. .. .... 78b WA

79 Was there a liquidation, dissolution, termination, or substantial contraction during the year? If "Yes," attacha .......................................................

---79 X

80a Is the organization related (other than by association with a statewide or nationwide organization) throughcommon membership, governing bodies, trustees, officers, etc , to any other exempt or nonexemptorganization? . .. ... .. .. . . . .. . .. .. . ..... . ... . . . . ... .. .. . . . 80a X

b

81a

.. .. .. . . .If "Yes," enter the name of the organization ► ------------------------ __-___ _______

__ and check whether it is =exempt or=nonexemptEnter direct and indirect political expenditures (See line 81 Instructions) .. . .. . . .. 81a NONE

b Did the organization file Form 1120-POL for this earl 81b X

JSA5E1042 2 000

Form 990 (2005)

SC8358 607M V05-8

Form 990 (2005 23-3071579 Pa e79MM Other Information (continued) Yes No

82 a Did the organization receive donated services or the use of materials, equipment , or facilities at no charge

or at substantially less than fair rental value ? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82a X

.b If "Yes, " you may indicate the value of these items here Do not include this amount

as revenue in Part I or as an expense in Part II (See instructions in Part III ) . . . . . . . . . . . . . 82b NONE

83 a Did the organization comply with the public inspection requirements for returns and exemption applications? . . . . . . . . . . . . . 83a X

b Did the organization comply with the disclosure requirements relating to quid pro quo contributions? , , , , , , , , , , , , , , , , , 83b X

84 a Did the organization solicit any contributions or gifts that were not tax deductible ? , , , , , , , , , , , , , , , , , , , , , , , , , , 84a X

b If "Yes, " did the organization include with every solicitation an express statement that such contributions

or gifts were not tax deductible ? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84b N

85 501 (c)(4), (5), or (6) organizations a Were substantially all dues nondeductible by members? . . . . . . . . . . . . . . . . . . . . . 85a N

b Did the organization make only in-house lobbying expenditures of $2,000 or less? . . . . . . . 85b N

If "Yes" was answered to either 85a or 85b, do not complete 85c through 85h below unless the organization

received a waiver for proxy tax owed for the prior year

c Dues, assessments , and similar amounts from members . . . . . . . . . . . . . . . . . . . 85c N / A

d Section 162(e ) lobbying and political expenditures . . . . . . . . . . . . . . . . . . . . . . . . 85d N / A

e Aggregate nondeductible amount of section 6033(e)(1)(A) dues notices . . . . . . . . . . . . . . 85e N / A

f Taxable amount of lobbying and political expenditures ( line 85d less 85e) . . . . . . . . . . . . . . 85f N / A

g Does the organization elect to pay the section 6033(e) tax on the amount on line 85f? , , , , , , , , , , , , , , , , , , , , , , , , 85 N

h If section 6033 (e)(1)(A) dues notices were sent, does the organization agree to add the amount on line 85f to its reasonable

estimate of dues allocable to nondeductible lobbying and political expenditures for the following tax years , . . , . , , . . . , , 85h N

86 501 (c)(7) orgs Enter a Initiation fees and capital contributions included on line 12 , , , . . . . . . . 86a N / A

b Gross receipts , included on line 12, for public use of club facilities , , , , , , , , , , , , , , , , , , 86b N / A

87 501 (c)(12) orgs Enter a Gross income from members or shareholders . . . . . . . . . . . . . . . . 87a N / Ab Gross income from other sources (Do not net amounts due or paid to other

sources against amounts due or received from them) . . . . . . . . . . . . . . . . . . . . . 87b N / A88 At any time during the year, did the organization own a 50% or greater interest in a taxable corporation or

partnership , or an entity disregarded as separate from the organization under Regulations sections

301 7701-2 and 301 7701 -3? If "Yes," complete Part IX 88 x

89 a 501 (c)(3) organizations Enter Amount of tax imposed on the organization during the year under

section 4911 ► N/A , section 4912 ► N/A , section 4955 ► N /Ab 501 (c)(3) and 501(c)(4) orgs Did the organization engage in any section 4958 excess benefit transaction

during the year or did it become aware of an excess benefit transaction from a prior year? If "Yes," attach

a statement explaining each transaction . . , . . . . . . . . 89b X

c Enter Amount of tax imposed on the organization managers or disqualified persons during the year under

sections 4912, 4955 , and 4958 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ► NONEd Enter Amount of tax on line 89c , above , reimbursed by the organization ► NONE

90 a List the states with which a copy of this return is filed ► DC, I L, NY, NC, PA,

b Number of employees employed in the pay period that includes March 12, 2005 (See instructions ) , , , , , , , , , , , , , , , 1 90b I 191 a Thebooksareincareof ► BARNA ADVISORY SERVICES , PC Telephone no ► 610-87 3-8215

Locatedat ► DOWNINGTOWN, PA , ZIP+4 ► 19335

b At any time during the calendar year, did the organization have an interest in or a signature or other authority over Yes No

a financial account in a foreign country (such as a bank account, securities account, or other financial account)? . . . . . . . . . . 91b X

If "Yes," enter the name of the foreign country ► ---------------------------------------------------

See the instructions for exceptions and filing requirements for Form TD F 90-22 .1, Report of Foreign Bankand Financial Accounts

c At any time during the calendar year, did the organization maintain an office outside of the United States? . . . . . . . . . . . . . . . 91c X

If "Yes," enter the name of the foreign country92 Section 4947(a)(1) nonexempt charitable trusts filing Form 990 in lieu of Form 1041 -Check here , . . . . . . , . . ►

and enter the amount of tax-exempt interest received or accrued during the tax year . . . . . . . ► 192 I NONE

Form 990 (2005)

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23-3071579

- . Analysis of Income-Producing Activities(See the instructions.)

Note : Enter gross amounts unless otherwise Unrelated business income Excluded by section 512, 513, or 514 (E)

indicated (A) (B) (C) (D) Related or

Business code Amount Exdusion code Amountexempt function

93 Program service revenue

a

b

c

d

e

f MedicarelMedicaid payments . . . . . . . .

g Fees and contracts from government agencies ,

94 Membership dues and assessments , ,

95 Interest on savings and temporary cash investments

96 Dividends and interest from securities

97 Net rental income or ( loss) from real estate

a debt-financed property . . . . . . . .

b not debt-financed property . . . . . .

98 Net rental income or ( loss) from personal property . .

99 Other investment income . . . . . . . .

100 Gain or ( loss) from sales of assets other than inventory

101 Net income or ( loss) from special events

102 Gross profit or (loss ) from sales of inventory

103 Other revenue a

b

c

d

e

104 Subtotal (add columns (B), (D), and (E)) .

105 Total (add line 104 , columns ( B), (D), and ( E)) . . . . . . . . . . . .

Note : Line 105 plus line 1d, Part 1, should equal the amount on line 12, Part

867

7

1 1 75,37

................. ► 75,378.

Relationshi p of Activities to the Accom plishment of Exem pt Purposes (See the instructions )

Line No .y

Explain how each activity for which income is reported in column ( E) of Part VII contributed importantly to the accomplishmentof the organization 's exempt purposes (other than by providing funds for such purposes)

101 THE ORGANIZATION ORGANIZES VARIOUS SPECIAL EVENTS TO PROVIDE

FUNDING FOR THE ORGANIZATION'S CHARITABLE ACTIVITIES AND TO

RAISE AWARENESS OF THE BURDEN OF POVERTY ON MEN , WOMEN AND

CHILDREN , YOUTH AND THE HOMELESS.

ME& Information Regarding Taxable Subsidiaries and Disregarded Entitie See the instructions. )(A)

Name , address, and EIN of corporation.partnershi p . or disregarded enti ty

(B)Percentage of

ownersh ip i nterest

(C)Nature of activities

(D)Total income

EEndor-year

assets

%I Iinrormation rtegaraing i ransrers Assoctatea witn versonai benent contracts (,^iee the instructions.)

(a) Did the organization , during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? . . . . . .

(b) Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?

Note : If "Yes" to (b), file Form 8870 and Form 4720 (see instructions)

PleaseSignHere L

Typi

Preparer's

Paid signature

Preparer's 'Use Only

Firm s narif self-empaddress, a

JSA

5E1050 1 000

SC8358 607M

Yes X No

Yes x No

SCHEDULE A

(Form 990 or 990-EZ)

Department of the TreasuryInternal Revenue Service

Name of the organization

Organization Exempt Under Section 501(c)(3)(Except Private Foundation) and Section 501(e), 501(f), 501(k), 501(n),

or 4947(a)(1) Nonexempt Charitable TrustSupplementary Information - (See separate instructions.)

iT be completed by the above organizations and attached to their Form 990 or 990-EZ

OMB No 1545-0047

2005

OPERATION GOOD NEIGHBOR FOUNDATION 23-3071579

Compensation of the Five Highest Paid Employees Other Than Officers , Directors , and Trustees(See page 1 of the instructions. List each one. If there are none, enter "None.")

( a) Name and address of each employee paid morethan $50,000

(b) Title and average hoursper week devoted to position ( c) Compensation

( d) Contributions toemployee benefit plans &deferred compensation

(e) Expenseaccount and other

allowances

NONE----------------------------------

----------------------------------

----------------------------------

----------------------------------

----------------------------------

Total number of other employees paid over $50,000 . . NONE

• Compensation of the Five Highest Paid Independent Contractors for Professional Services(See page 2 of the instructions. List each one (whether individuals or firms). If there are none, enter "None.")

( a) Name and address of each independent contractor paid more than $50,000 ( b) Type of service (c) Compensation

MA IA -I-. - D-IESEL --------------------------------1533 JOHNNY'S WAY, WEST CHESTER,PA 19382 PROF FUNDRAISING 78,010.

------------------------------------------------

------------------------------------------------

------------------------------------------------

------------------------------------------------

Total number of others receiving over $50,000 forprofessional services . NONE

JjEMM Compensation of the Five Highest Paid Independent Contractors for Other Services(List each contractor who performed services other than professional services, whether individuals orfirms. If there are none, enter "None." See page 2 of the instructions.)

( a) Name and address of each independent contractor paid more than $50,000 (b) Type of service ( c) Compensation

------------------------------------------------NONE

------------------------------------------------

------------------------------------------------

------------------------------------------------

------------------------------------------------

Total number of other contractors receiving over

$50,000 for other servicesNONE

For Paperwork Reduction Act Notice, see the Instructions for Form 990 and Form 990-EZ

JSA

5E1210 1 000

Schedule A (Form 990 or 990-EZ) 2005

SC8358 607M V05-8

Schedule A ( Form 990 or 990-EZ ) 2005 23-3071579 Page 2

Statements About Activities (See page 2 of the instructions. ) Yes No1 During the year, has the organization attempted to influence national , state, or local legislation, including any

attempt to influence public opinion on a legislative matter or referendum? If 'Yes," enter the total expenses paid

or incurred in connection with the lobbying activities ► $ NONE (Must equal amounts on line 38,

Part VI-A, or line i of Part VI-B ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 X

Organizations that made an election under section 501 (h) by filing Form 5768 must complete Part VI-A Other

organizations checking "Yes" must complete Part VI-B AND attach a statement giving a detailed description of

the lobbying activities

2 During the year, has the organization , either directly or indirectly , engaged in any of the following acts with any

substantial contributors , trustees, directors, officers, creators, key employees , or members of their families, or

with any taxable organization with which any such person is affiliated as an officer, director , trustee , majority

owner, or principal beneficiary? (If the answer to any question is "Yes," attach a detailed statement explaining the

transactions )

a Sale , exchange , or leasing of property? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5Tr1T . 16. 2a X

b Lending of money or other extension of credit? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2b X

c Furnishing of goods, services , or facilities? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2c X

d Payment of compensation (or payment or reimbursement of expenses if more than $1,000 )v . . . . . . . . . . . .STMT . 1,7, 2d X

e Transfer of any part of its income or assets? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2e X

3a Do you make grants for scholarships , fellowships , student loans, etc ? (If "Yes," attach an explanation of how

you determine that recipients qualify to receive payments ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3a X

b Do you have a section 403 ( b) annuity plan for your employees? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3b X

c During the year , did the organization receive a contribution of qualified real property interest under section 170 ( h)? . . . . . 3c

4a Did you maintain any separate account for participating donors where donors have the right to provide advice onthe use or distribution of funds? 4a X

b Do you provide credit counseling , debt management , credit repair , or debt negotiation services? 4b X

17Mit Reason for Non-Private Foundation Status (See pages 3 through 6 of the instructions.)

The or amzation is not a private foundation because it is (Please check only ONE applicable box )

5 A church , convention of churches , or association of churches Section 170(b)(1)(A)(1)

6 A school Section 170(b)(1)(A)(ii) (Also complete Part V )

7 A hospital or a cooperative hospital service organization Section 170 (b)(1)(A)(11i)

8 A Federal , state, or local government or governmental unit Section 170 (b)(1)(A)(v)

9 A medical research organization operated in conjunction with a hospital Section 170( b)(1)(A)(iu) Enter the hospital's name, city,

and state ►-------------------------------------------------------------------

10 An organization operated for the benefit of a college or university owned or operated by a governmental unit Section 170(b)(1)(A)(iv)

(Also complete the Support Schedule in Part IV-A )

11 a An organization that normally receives a substantial part of its support from a governmental unit or from the general public Section170(b)(1)(A)(vi) (Also complete the Support Schedule in Part IV-A )

11 b q A community trust Section 170(b)(1)(A)(vi) (Also complete the Support Schedule in Part IV-A.)

12 An organization that normally receives (1) more than 33 1/3% of its support from contributions, membership fees, and gross

receipts from activities related to its charitable, etc , functions - subject to certain exceptions, and (2) no more than 33 1/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired

by the organization after June 30, 1975 See section 509(a)(2) (Also complete the Support Schedule in Part IV-A )

13

F_]

An organization that is not controlled by any disqualified persons (other than foundation managers) and supports organizationsdescribed in. (1) lines 5 through 12 above, or (2) section 501(c)(4), (5), or (6), if they meet the test of section 509(a)(2) Checkthe box tha t describes the type of supporting organization ► [] Type 1 F]Type 2 n Type 3

Provide the following information about the supported organizations (See page 6 of the instructions

(a) Name(s) of supported organization(s)(b) Line number

from above

14 n An organization organized and operated to test for public safety Section 509(a)(4) (See page 6 of the instructions )

Schedule A (Form 990 or 990.EZ) 2005

JSA

5E1220 1 000

SC8358 607M V05-8

Schedule A 4Form 990 or 990 -EZ) 2005 23-3071579 Page 3

Support Schedule (Complete only if you checked a box on line 10, 11, or 12) Use cash method of accounting.

Note : You may use the worksheet in the instructions for convertina from the accrual to the cash method of accounhno

Calendar ' ear (or fiscal year beginning in ) ► ( a ) 2004 ( b ) 2003 (c) 2002 (d ) 2001 (e ) Total

15, Gifts, grants, and contributions received (Do

not include unusual grants See line 28) 610 310. 363 , 051. 438 , 526. 189 , 083. 1 , 600 , 970.16 Membership fees received ,

17 Gross receipts from admissions, merchandise

sold or services performed, or furnishing of

facilities in any activity that is related to the

organization's charitable, etc , purpose 43 , 926. 32 , 694. 37 , 911. 114 , 531.18 Gross income from interest, dividends,

amounts received from payments on securities

loans (section 512(a)(5)), rents, royalties, and

unrelated business taxable income (less

section 511 taxes) from businesses acquired

by the organization after June 30, 1975 1 , 878. 1 , 015. 21310. 710. 5 , 913.19 Net income from unrelated business

activities not included in line 18 . . . .

20 Tax revenues levied for the organization's

benefit and either paid to it or expended on

its behalf ....................

21 The value of services or facilities furnished to

the organization by a governmental unit

without charge Do not include the value of

services or facilities generally furnished to the

public without charge ..............

22 Other income Attach a schedule Do not

include gain or (loss) from sale of capital assets

23 Total of lines 15 through 22 656 , 114. 396 , 760- 478 747. 189 793. 1 , 721 , 414.24 Line 23 minus line 17. 612 , 188. 369 066. 440 836. 189 793. 1 , 606 , 883.25 Enter l%ofline 23. . . . . . . . . . . . . . . 6 , 561. 3 , 968. 4 , 787. 11 1 898.26 Organizations described on lines 10 or 11: a Enter 2% of amount in column (e), line 24 . . . . . . . . . . . . . . . ► 26a 32 , 138.

b Prepare a list for your records to show the name of and amount contributed by each person (other than a

governmental unit or publicly supported organization) whose total gifts for 2001 through 2004 exceeded the

amount shown in line 26a Do not file this list with your return . Enter the total of all these excess amounts ► 26b 426 , 804.c Total support for section 509(a)(1) test Enter line 24, column (e) ► 26c 1, 606 , 883.d Add Amounts from column (e) for lines 18 5,913. 19

22 26b 426, 80 4 . 26 d 432 , 717.e Public support (line 26c minus line 26d total) . . . . . . . . . . . . . . . . . . . . , , , ► 26e 1 , 174 , 166.f Public supp ort percentage ( line 26e ( numerator) divided by line 26c ( denominator)) . ► 26f 73 . 0710 %

, n ••••C .L . d rut dinuu nS uncuuueu in lines a, io, ana it mat were receivea from a "aisquaiitledperson," prepare a list for your records to show the name of, and total amounts received in each year from, each "disqualified person"Do not file this list with your return . Enter the sum of such amounts for each yearNOT APPLICABLE

(2004)---------------- (2003)

------------------- (2002)------------------- (2001)

--------------b For any amount included in line 17 that was received from each person (other than "disqualified persons"), prepare a list for your records to

show the name of, and amount received for each year, that was more than the larger of (1) the amount on line 25 for the year or (2) $5,000(include in the list organizations described in lines 5 through 11, as well as individuals) Do not file this list with your return . After computingthe difference between the amount received and the larger amount described in (1) or (2), enter the sum of these differences (the excessamounts) for each year

(2004)----------------

(2003)------------------- (2002)

------------------- (2001)---------------

c Add Amounts from column (e) for lines- 15 16

17 20 21 . . . . . . . . . . . . ► 27c

d Add Line 27a total and line 27b total . . . . . . . . . . . . . ► 27de Public support (line 27c total minus line 27d total) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ► 27e

f Total support for section 509(a)(2) test Enter amount from line 23, column (e) . . . . . . . . . . ► 27fg Public support percentage (line 27e ( numerator ) divided by line 27f (denominator )) . . . . . . . . . . . . . . . . NO-. -27g _%h Investment Income percenta g e ( line 18 , column (e ) ( numerator) divided by line 27f (denominator)) ► 27h _,

28 Unusual Grants : For an organization described in line 10, 11, or 12 that received any unusual grants during 2001 through 2004,prepare a list for your records to show, for each year, the name of the contnbutor, the date and amount of the grant, and a briefdescription of the nature of the grant Do not file this list with your return . Do not include these grants in line 15

JSA Schedule A (Form 990 or 990-EZ) 20055E1221 1 000

SC8358 607M V05-8

Schedule A (Form 990 or 990-EZ) 2005 23-3071579 Page 4

Private School Questionnaire (See page 7 of the instructions.) NOT APPLICABLE(To be completed ONLY by schools that checked the box on line 6 in Part IV)

29 Does the organization have a racially nondiscriminatory policy toward students by statement in its charter, bylaws, Yes No

other governing instrument, or in a resolution of its governing body? .. ..... 29

30 Does the organization include a statement of its racially nondiscriminatory policy toward students in all its

brochures, catalogues, and other written communications with the public dealing with student admissions,

programs, and scholarships? 30... .. . .... .. .. .... ..... .31 Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media during

the period of solicitation for students, or during the registration period if it has no solicitation program, in a way

that makes the policy known to all parts of the general community it serves? .. , . . ... . .. .. . 31

If "Yes," please describe; if "No," please explain. (If you need more space, attach a separate statement.)

-----------------------------

-----------------------------

-----------------------------

----------------------------32 Does the organization maintain the following:

a Records indicating the racial composition of the student body, faculty, and administrative staff? 32ab Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatory

basis? 32b...................................................c Copies of all catalogues, brochures, announcements, and other written communications to the public dealing

with student admissions, programs, and scholarships? 32c

d Copies of all material used by the organization or on its behalf to solicit contributions? 32d

If you answered "No" to any of the above, please explain (If you need more space, attach a separate statement.)

-----------------------------------------------------------------------------

----------------------------------------------------------------------------33 Does the organization discriminate by race in any way with respect to*

a Students' rights or privileges ? . . .. .. ... . . . . . .. . . . . , , , , 33a

b Admissions policies?................................................... 33b

c Employment of faculty or administrative staff? . . . . . . . . . ......... 33c

d Scholarships or other financial assistance? ....................................... 33d

e Educational policies?................................................... 33e

f Use of facilities?..................................................... 33f

g Athletic programs? . .. .. ... .. . . .. . .. .. .. . .. ... .. .. .. .. . ... . ... .. . ... .. 33

h Other extracurricular activities? 33h

If you answered "Yes" to any of the above, please explain (If you need more space, attach a separate statement.)

-----------------------------------------------------------------------------

-----------------------------------------------------------------------------

-----------------------------------------------------------------------------

34 a Does the organization receive any financial aid or assistance from a governmental agency? ...... 34a

b Has the organization's right to such aid ever been revoked or suspended? 34b...................If you answered "Yes" to either 34a or b, please explain using an attached statement.

35 Does the organization certify that it has complied with the applicable requirements of sections 4.01 through 4.05of Rev Proc 75-50 , 1975-2 C B 587 , coverin g racial nondiscrimination? If "No , " attach an explanation 35

SSASchedule A (Form 990 or 990 -EZ) 2005

5E1230 1 000

SC83S8 607M V05-8

Schedule A Form 990 or 990-EZ) 2005 2 3 - 3 0 7 15 7 Page 5

Lobbying Expenditures by Electing Public Charitie$See page 9 of the instructions.)

(To be completed ONLY by an eligible organization that filed Form 5768) NOT APPLICABLECheck ► a I I if the organization belongs to an affiliated group Check ► b I I if you checked "a" and "limited control" provisions apply.

(a) (b)Limits on Lobbying Expenditures Affiliated group To be completed

totals for ALL electing(The term "expenditures" means amounts paid or incurrea.) orga zat;ons

36 Total lobbying expenditures to influence public opinion (grassroots lobbying) 36

37 Total lobbying expenditures to influence a legislative body (direct lobbying) 37

.38 Total lobbying expenditures (add lines 36 and 37) 38.. . .. ...... . .. . .

39 Other exempt purpose expenditures , , , , , , , , , , , , , , , , , , , , , , , , 39

40 Total exempt purpose expenditures (add lines 38 and 39) 40

41 Lobbying nontaxable amount. Enter the amount from the following table -

If the amount on line 40 is - The lobbying nontaxable amount is -

Not over $500,000 . . . . . . . . . . . . 20% of the amount on line 40 , , , , , , , , ,

Over $500,000 but not over $1,000,000 , , , $100,000 plus 15% of the excess over $500,000

Over $1,000,000 but not over $1,500,000 $175,000 plus 10% of the excess over $1,000,000 41

Over $1,500,000 but not over $17,000,000 $225,000 plus 5% of the excess over $1,500,000

Over $17,000,000 $1,000,000

42 Grassroots nontaxable amount (enter 25% of line 41) 42

43 Subtract line 42 from line 36. Enter -0- if line 42 is more than line 36 43

44 Subtract line 41 from line 38. Enter -0- if line 41 is more than line 38 44

Caution : If there is an amount on either hne 43 or line 44, you must file Form 4720

4-Year Averaging Period Under Section 501(h)(Some organizations that made a section 501(h) election do not have to complete all of the five columns below.

See the instructions for lines 45 through 50 on page 11 of the instructions.)

Lobbying Expenditures During 4-Year Averaging Period

Calendar year (or fiscal (a) (b) (c) (d) (e)

y ear beginning in) ► 2005 2004 2003 2002 Total

Lobbying nontaxable

45 amount

Lobbying ceiling amount

46 ( 150% of line 45 (e ))

47 Total lobby in g expenditures

Grassroots nontaxable

48 amount • - - • - -

Grassroots ceiling amount

49 150% of line 48e

Grassroots lobbying

50 expenditures . .Lobbying Activity by Nonelecting Public Charities NOT APPLICABLE( For reportin g only by organizations that did not complete Part VI-A (See page 11 of the instructions. )

During the year, did the organization attempt to influence national, state or local legislation , including anyYes No Amount

attempt to influence public opinion on a legislative matter or referendum , through the use of

a Volunteers . .. .. .b Paid staff or management ( Include compensation in expenses reported on lines c through h )

c Media advertisements ..........................................d Mailings to members , legislators , or the public , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,

e Publications , or published or broadcast statements , , , , , , , , , , , , , , , , , , , , , , , , , ,

f Grants to other organizations for lobbying purposes , , , , , , , , , , , , , , , , , , , , , , , , ,g Direct contact with legislators , their staffs , government officials , or a legislative body .. .

h Rallies , demonstrations , seminars , conventions , speeches , lectures , or any other means , , , , , ,

i Total lobbying expenditures (Add lines c through h.), , , , , , , , , , , , , , , , , , , , , , , , , ,

If "Yes" to any of the above , also attach a statement giving a detailed description of the lobbying activitiesJSA Schedule A (Form 990 or 990-EZ) 20055E1240 1 000

SC8358 607M V05-8

ScheduleA (Form 990 or 990-E2005 23-3071579 Page 6

information Regarding Transfers To and Transactions and Relationships With NoncharitableExempt Organizations (See page 12 of the instructions.)

51 Did the reporting organization directly or indirectly engage in any of the following with any other organization described

501(c) of the Code (other than section 501 (c)(3) organizations) or in section 527, relating to political organizations?

a Transfers from the reporting organization to a noncharitable exempt organization of.

in section

Yes No

(i) Cash .....-- ................................. 51ai x

(ii) Other assets ................................. ....... ............ a(d) X

b Other transactions:

(I) Sales or exchanges of assets with a noncharltable exempt organization b( l ) X. . . . .. .. . .. . . . . .. . . .

(ii) Purchases of assets from a noncharltable exempt organization i?i!il X. .. . . . . . . .. .. ..

(iii) Rental of facilities, equipment, or other assets , , , , , , , , , , , , , , , , , , , , , , , , , ,. _b( iii ) x,, ,, ,, , ,

(iv) Reimbursement arrangements , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,, , , , , , , , , ,

.

b ( iv ) x(v) Loans or loan guarantees . . . . . . . . . . . . .. . . . ... . . .. . . ... . . . . ... b(v ) x.. ... . . ..(vi) Performance of services or membership or fundraising solicitations NO X

c Sharing of facilities, equipment, mailing lists, other assets, or paid employees c Xd If the answer to any of the above is "Yes," complete the following schedule Column (b) should always show the fair market value of t

goods, other assets, or services given by the reporting organization If the organization received less than fair market value in any

he

SC8358 607M V05-8

52a Is the organization directly or indirectly affiliated with , or related to , one or more tax-exempt organizationsdescribed in section 501 ( c) of the Code (other than section 501 (c)( 3)) or in section 527? , , , , , , , , , , ► LI Yes q No

SSA Schedule A (Form 990 or 990-EZ) 2005

5E1250 1 000

• OPERATION GOOD NEIGHBOR FOUNDATION 23-3071579

FORM 990, PART I - INTEREST ON SAVINGS AND TEMPORARY CASH INVESTMENTS

DESCRIPTION

INTEREST ON TEMPORARY CASH FUNDS

TOTAL

AMOUNT

3,867.------------

3,867.

STATEMENT 1

SC8358 607M V05-8

.OPERATION GOOD NEIGHBOR FOUNDATION

FORM 990, PART I - EXCLUDED CONTRIBUTIONS----------------------------------------------------------------------------------

DESCRIPTION

GOLF OUTINGGOLF OUTINGGOLF OUTING

TOTAL

23-3071579

AMOUNT

62,706.178,532.148,436.

------------

389, 674.

STATEMENT 2

SC8358 607M V05-8

OPERATION GOOD NEIGHBOR FOUNDATION

FORM 990, PART I - SPECIAL FUNDRAISING EVENTS AND ACTIVITIES

23-3071579

GROSSDESCRIPTION-----------

REVENUE

GOLF OUTING 7,095.GOLF OUTING 39,468.GOLF OUTING 24,948.

TOTALS 71,511.

DIRECTEXPENSES

15,383.71, 848 .31,311.

118,542.

NETINCOME

-13,288.-32, 380.-5, 363.

------------

-4.7, 031.

SC8358 607M V05-8 STATEMENT 3


FORM 990, PART II - GRANTS AND ALLOCATIONS PAID DURING THE YEAR

RELATIONSHIP TO SUBSTANTIAL CONTRIBUTOR

AND

RECIPIENT NAME AND ADDRESS FOUNDATION STATUS OF RECIPIENT

GRANTS PAID

CHILDRENS' HOME OF PITTSBURGH

5618 KENTUCKY AVE

PITTSBURGH, PA 15232

CHRISTIAN SPORTS INTERNATIONAL

PO BOX 254

ZELIENOPLE, PA 16063

FREE HEALTH CLINIC OF MONTGOMERY COUNTY

DBA HEALTHLINE MEDICAL CENTER

1775 STREET ROAD

SOUTHAMPTON, PA 18966

MOTHER'S HOME INC.

52 N. MACDADE BLVD

DARBY, PA 19023

MT AIRY USA

6703 GERMANTOWN AVE

SUITE 200

PHILADELPHIA, PA 19119

PREBYTERIAN CHILDREN'S VILLAGE FOUNDATION

452 SOUTH ROBERTS ROAD

ROSEMONT, PA 19010

NONE

501(C)(3)

NONE

501(C)(3)

NONE

501(C)(3)

NONE

501 (C) (3)

NONE

501 (C) (3)

NONE

501(C)(3)

23-3071579

PURPOSE OF GRANT OR CONTRIBUTION

--------------------------------

OPERATING EXPENSES - SOCIAL SERVICES






AMOUNT

10,000.

10,000.

10,000.

10,000.

10,000.

10,000.





AND


BIRTHRIGHT/SUBURBAN NORTHEAST PHILADELPHIA

7986 OXFORD AVE


ROCK MINISTRIES OF PHILADELPHIA

2755-59 KENSINGTON AVE


SHEPERD'S MATERNITY HOUSE

PO BOX 883

EAST STROUDSBURG, PA 18301

STEPPINGSTONE SCHOLARS INC

230 SOUTH BROAD STREET


SUMMER MEDICAL INSTITUTE

3312 TILDEN STREET


YMCA OF GREATER PITTSBURGH

11817 FRANKSTOWN RD


NONE

501(C)(3)

NONE

501 (C) (3)

NONE

501(C)(3)

NONE

501(C)(3)

NONE

501(C)(3)

NONE

501(C)(3)

23-3071579








AMOUNT

5,000.

10,000.

10,000.

10,000.

10,000

10,000.





AND

RECIPIENT NAME AND ADDRESS FOUNDATION STATUS OF RECIPIENT-------------------------- --------------------------- -

CHRISTIAN COUNSELING SERVICES OF INDIANA

INDIANA THEATER BLDG, STE 301

637 PHILADELPHIA ST

INDIANA, PA 15701

CRANALIETH SPIRITUAL CENTER

13475 PROCTOR ROAD


PA AFFILIATE OF THE SIDS ALLIANCE INC

2100 JANE ST, STE 410N


HIS PLACE CONTACT CENTER INC

PO BOX 4119


HARMARVILLE OUTREACH PROGRAMS & EDUC. NET

PO BOX 11460

GUYS RUN ROAD


OVERINGTON HOUSE INC

1528-30 OVERINGTON STREET


NONE

501(C)(3)

NONE

501(C)(3)

NONE

501(C)(3)

NONE

501(C)(3)

NONE

501(C)(3)

NONE

501(C)(3)

23-3071579


--------------------------------







AMOUNT

6,000.

10,000.

10,000.

10,000

15,000.

10,000.





AND


--------------------------

PEGASUS CHILD ADVOCACY CENTER

44 N SCOTT ST.

CARBONDALE, PA 18407

THE PHILADELPHIA CHILDREN'S ALLIANCE

4000 CHESTNUT ST, 2ND FLOOR


ST. MARTIN CENTER INC

1701 PARADE STREET

ERIE, PA 16503

SUSQUEHANNA VALLEY HOUSE OF HOPE

309 ELYSBURG RD

DANVILLE, PA 17821

JEWISH FAMILY & CHILDREN SERVICES

1301 SPRINGDALE RD

CHERRY HILL, NJ 08003

G. FRED DIBONA CANCER RESEARCH FUND

16TH FLOOR, PENN TOWER BLDG

3400 SPRUCE STREET


SC8358 607M V05-8

NONE

501(C)(3)

NONE

501(C)(3)

NONE

501(C)(3)

NONE

501 (C) (3)

NONE

501(C)(3)

NONE

501(C)(3)

23-3071579

PURPOSE OF GRANT OR CONTRIBUTION AMOUNT

-------------------------------- ------

OPERATING EXPENSES - SOCIAL SERVICES 10,000.




OPERATING EXPENSES 250.

OPERATING EXPENSES 250.

STATEMENT 7




AND


-------------------------- ------------------------------

INDEPENDENCE BLUE CROSS CARING FOUNDATION

1901 MARKET STREET


ST KATHARINE DREXEL CHURCH

1901 PROVIDENCE AVE

CHESTER, PA 19103

HELEN M. SCHMIDT BIRD THEATRE

ALLEGHENY COMMONS WEST


BOY SCOUTS OF AMERICA

3000 GORDONVILLE RD

CAPE GERARDEAU, MO 63703

HARTLEY FUND

C/O ALL SAINTS EPISCOPAL CHURCH

338 E LYMAN AVE

WINTER PARK, FL 32789

TAYLOR HOSPICE RESIDENCE

PO BOX 147

RIDLEY PARK, PA 19078

NONE

501(C)(3)

NONE

501(C)(3)

NONE

501(C)(3)

NONE

501(C)(3)

NONE

501(C)(3)

NONE

501(C)(3)

23-3071579


--------------------------------

OPERATING EXPENSES

OPERATING EXPENSES

OPERATING EXPENSES

OPERATING EXPENSES

OPERATING EXPENSES

OPERATING EXPENSES

AMOUNT

250.

250.

250

250.

250.

150.





AND


-------------------------- ------------------------------

GRANTS ACCRUED

SHREVEPORT-BOSSIER COMMUNITY RENEWAL

PO BOX 4678

SHREVEPORT, LA 71134

METROPOLITAN BATTERED WOMEN'S CENTER

PO BOX 10775

JEFFERSON, LA 70181

CHRIST UNITED METHODIST CHURCH

6000 OLD CANTON ROAD

JACKSON, MS 39211

HELPING AMERICANS NEEDING DISASTER SUPPORT

PO BOX 16449

JACKSON, MS 39236

NONE

501(C)(3)

NONE

501(C)(3)

NONE

501(C)(3)

NONE

501(C)(3)

23-3071579

PURPOSE OF GRANT OR CONTRIBUTION AMOUNT

-------------------------------- ------

------------

TOTAL CONTRIBUTIONS PAID 217,900.

HURRICANE KATRINA RELIEF - SOCIAL SVCS 10,000.



HURRICANE KATRINA RELIEF - SOCIAL SVCS 10,000

------------

TOTAL CONTRIBUTIONS ACCRUED 40,000.

------------

TOTAL CONTRIBUTIONS PAID AND ACCRUED 257,900


'OPERATION GOOD NEIGHBOR FOUNDATION 23-3071579

FORM 990, PART III - ORGANIZATION'S PRIMARY EXEMPT PURPOSE--------------------------------------------------------------------------------------------------------------------

(1) TO MEASURABLY IMPACT THE WORK OF SELECTED 501(C)(3) ORGANIZATIONS,(2) TO BUILD AWARENESS OF, AND SUPPORT FOR THE SELECTED ORGANIZATIONS,(3) TO ILLUSTRATE "COMPASSIONATE CONSERVATISM" AND PROVIDE SUPPORT FORTHE COMMUNITY-BASED, LOCALLY FOCUSED EFFORTS THAT HELP AMERICA'S LESS-FORTUNATE FAMILIES, WOMEN, CHILDREN AND HOMELESS.

STATEMENT 10

SC8358 607M V05-8


FORM 990, PART IV-A - OTHER REVENUE ON BOOKS BUT NOT ON RETURN----------------------------------------------------------------------------------------------------------------------------

DESCRIPTION AMOUNT

----------- ------

DIRECT EXPENSES - EVENTS 118,542.---------------

TOTAL 118,542.------------------------------

STATEMENT 11

SC8358 607M V05-8


FORM 990, PART IV-B - OTHER EXPENSES ON BOOKS BUT NOT ON RETURN------------------------------------------------------------------------------------------------------------------------------

23-3071579

DESCRIPTION AMOUNT----------- ------

DIRECT EXPENSES - EVENTS 118,542.---------------

TOTAL 118,542.------------------------------

STATEMENT 12

SC8358 607M V05-8


FORM 990, PART V-A - CURRENT OFFICERS, DIRECTORS, AND TRUSTEES

TITLE AND TIMENAME AND ADDRESS----------------

DEVOTED TO POSITION-------------------

LAURA LEBAUDY EXEC DIR & TREASURER160 PENNSYLVANIA AVENUEBRYN MAWR, PA 19101

CHARLES G. LEWIS SECRETARY & DIRECTOR1247 S. CEDAR CREST, BLVDSUITE 200ALLENTOWN, PA 18013

ROBERT L. PRATTER ASST SCTY & DIRECTOR380 SENTRY PARKWAYBLUE BELL, PA 19422

MICHAEL O'NEILL DIRECTOR1001 E. HECTOR STREET, STE 100CONSHOHOCKEN, PA 19428

RICHARD J. SANTORUM FORMER CHAIRMAN100 FLEET STREET, SUITE 106PITTSBURGH, PA 15220RICHARD SANTORUM RESIGNED FROM THE POSITION IN MARCH, 2006.

MARK RODGERS FORMER SECRETARY6052 RIDGE FORD DRBURKE, VA 22015MARK RODGERS RESIGNED FROM THE POSITION IN MARCH, 2006.

COMPENSATION------------

NONE

NONE

NONE

NONE

NONE

NONE

CONTRIBUTIONSTO EMPLOYEE

BENEFIT PLANS-------------

NONE

NONE

NONE

NONE

NONE

NONE

EXPENSE ACCTAND OTHERALLOWANCES

NONE

NONE

NONE

NONE

NONE

NONE



FORM 990, PART V-A - CURRENT OFFICERS, DIRECTORS, AND TRUSTEES----------------------------------------------------------------------------------------------------------------------------

TITLE AND TIMENAME AND ADDRESS DEVOTED TO POSITION COMPENSATION---------------- ------------------- ------------

BARBARA W. BONFIGLIO FORMER TREASURER NONEC/O WILLIAMS & JENSEN1155 21ST ST, NW, SUITE 300WASHINGTON, DC 20036BARBARA BONFIGLIO RESIGNED FROM THE POSITION IN MARCH, 2006.

CONTRIBUTIONSTO EMPLOYEEBENEFIT PLANS-------------

NONE

EXPENSE ACCTAND OTHERALLOWANCES

NONE

ROBERT G. BICKHART FORMER EXEC DIRECTOR 10,000.ONE TOWER BRIDGE, SUITE 1440WEST CONSHOHOCKEN, PA 19428ROBERT BICKHART SERVED AS THE ORGANIZATION'S EXECUTIVE DIRECTOR UNTIL HERESIGNED FROM THE POSITION IN MARCH, 2006.

NONE 2,337.

-------------- -------------- ---------------GRAND TOTALS 10,000. NONE 2,337.

-------------- -------------- ----------------------------- -------------- ---------------


• OPERATION GOOD NEIGHBOR FOUNDATION

FORM 990, PART VI - CHANGES TO ORGANIZING OR GOVERNING DOCUMENT------------------------------------------------------------------------------------------------------------------------------

PLEASE SEE THE ATTACHED COPIES OF THE AMENDED ARTICLES OFINCORPORATION, AND THE BYLAWS.

23-3071579

STATEMENT 15

SC8358 607M V05-8


SCHEDULE A, PART III - EXPLANATION FOR LINE 2A

ORGANIZATION LEASED OFFICE SPACE FROM CAPITAL RESOURCE GROUP, WHICH ISA BUSINESS OPERATED BY ROBERT BICKHART, THE FORMER EXECUTIVE DIRECOR OFOPERATION GOOD NEIGHBOR. MR. BICKHART RESIGNED FROM HIS POSITION OFEXECUTIVE DIRECTOR IN MARCH 2006. OPERATION GOOD NEIGHBOR FOUNDATION NOLONGER LEASES OFFICE SPACE FROM MR. BICKHART, AND HAS MOVED ITS OFFICES.

STATEMENT 16

SC8358 607M V05-8


SCHEDULE A, PART III - EXPLANATION FOR LINE 2D--------------------------------------------------------------------------------------------

OFFICERS ARE REIMBURSED FOR ORGANIZATION EXPENSES AND SOMETIMES THESEREIMBURSEMENTS EXCEED $1,000.

STATEMENT 17

SC8358 607M V05-8

-APR. 6. 2006 2:29PM CSC NO. 501 P. 2

• GOVERNMENT OF THE DISTRICT OF COLUMBIADEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS

CERTIFICATE

THIS IS TO CERTIFY that all applicable provisions of the District of ColumbiaNonprofit Corporation Act have been complied with and accordingly, this

CERTIFICATE OFAMENDMENT is hereby issued to:

OPERATION GOOD NEIGHBOR

Name Changed T


IN WITNESS WHEREOF I have hereunto set my hand and caused the seal of this officeto be affixed as of the 4th day of April, 2006.

Patrick J. Canavan, Psy. D.Director

Business and Professional Licensing Administration

Patricia E. Grays

Superintendent of Corporations

Corporations Division

Anthony A. WilliamsMayor

-APR. 6.2006 2:29PM CSC

TO:DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRSBUSINESS AND PROFESSIONAL LICENSING ADMINISTRATIONCORPORATIONS DIVISION941 NORTH CAPITOL STREET, N.E.WASHINGTON, D.C. 20002

NO.501 P. 3

Pursuant to the provisions of the District of Columbia Nonprofit Corporation Act, theundersigned adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the Corporation is: Operation Good Neighbor

SECOND: The following amendments to the Corporation's Articles of Incorporation wereadopted by the Corporation in the manner prescribed by the District of Columbia NonprofitCorporation Act:

1. Article FIRST of the Corporation's Articles of Incorporation is amended to readas follows:

"FIRST: The name ofthe Corporation is: Operation Good NeighborFoundation."

2. Article THIRD ofthe Corporation's Articles of Incorporation is amended to readas follows:

`THIRD: The Corporation is organized and shall be operated exclusively forcharitable purposes within the meaning of Section 501(c)(3) ofthe InternalRevenue Code of 1986, as amended, or the corresponding provisions of any futureUnited States Internal Revenue Law (the "Code"). In fintherance of suchpurposes, the Corporation shall work to increase public awareness and buildsupport for the community needs being addressed by other nonprofitorganizations, and will direct charitable funding to those organizations that reflectand embody the purpose of the Corporation. The Corporation shall work toillustrate the philosophy of "compassionate conservatism," that community-basedand locally-focused efforts offer the nation the best opportunity to solve some ofthe most vexing challenges which face the less privileged."

3. Article SEVENTH ofthe Corporation' s Articles of Incorporation is amended toread as follows:

"SEVENTH: Upon the dissolution ofthe Corporation, the Board of Directors ofthe Corporation shall, after paying or making provision for the payment of all ofthe liabilities of the Corporation, dispose of all of the assets of the Corporationexclusively for the exempt purposes ofthe Corporation in such manner, or to suchorganization or organizations organized and operated exclusively for charitablepurposes that at the time qualify as an exempt organization or organizations underSection 501(c)(3) of the Code, as the Board of Directors shall determine. Anyassets not so distributed by the Board ofDirectors shall be distributed by order of.-"'

DM21671057.i:'^-1006

APR. 6.2006-

2:30PM CSC NO . 501 P. 4

the appropriate court in the District of Columbia exclusively for purposesdescribed in Section 170(c)(2)(B) of the Code."

4. Article ELEVENTH ofthe Corporation 's Articles of Incorporation is amended toread as follows:

"ELEVENTH: No part ofthe net earnings of the Corporation shall inure to thebenefit of, or be distributable to, its Directors, officers or other private persons,except that the Corporation shall be authorized and empowered to pay reasonablecompensation for services rendered and to make payments and distributions infurtherance of its exempt purposes. Except as otherwise provided by Section501(h) of the Code, no substantial part of the activities ofthe Corporation shallconsist of carrying on propaganda or otherwise attempting to influencelegislation. The Corporation shall not participate in, or intervene in (including thepublishing or distributing of statements), any political campaign on behalf of (orin opposition to) any candidate for public office. Notwithstanding any otherprovision of these articles, the Corporation shall not carry on any activities notpermitted to be carried on by (a) a corporation exempt from Federal income taxunder Section 501(a) ofthe Code as an organization described in Section501(c)(3) of the Code, or (b) a corporation contributions to which are deductibleunder Section 170(a) of the Code as being to an organization referred to inSection 170(c)(2) ofthe Code,"

5. Article TWELFfl of the Corporation's Articles of Incorporation is amended toread as follows:

"TWELFTH: Notwithstanding any other provisions in these Articles , at all times,if any, when the Corporation is a private foundation within the meaning ofSection 509 of the Code, it shall be subject to the following additional restrictions:

(a) The Corporation shall distribute its income for each tax year at such timeand in such manner as not to become subject to the tax on undistributedincome imposed by Section 4942 ofthe Code.

(b) The Corporation shall not engage in any act of self-dealing as defined inSection 4941(d) ofthe Code.

(c) The Corporation shall not retain any excess business holdings as definedin Section 4943(c) ofthe Code,

(d) The Corporation shall not make any investments in such manner as tosubject it to tax under Section 4944 ofthe Code.

(e) The Corporation shall not make any taxable expenditures as defined inSection 4945(d) of the Code."

6. Article THIRTEENTH ofthe Corporation's Articles of Incorporation is amendedto read as follows:

2DM2 6X057.2

_.APR. 6.2006 2:30PM CSC NO.501 P. 5

"THIRTEENTH : The business and affairs ofthe Corporation shall be managedby its Board ofDirectors, as provided in §29-301.18 ofthe District of Columbiai %J& -10= ourpoI Uvu AvI."

TTMRD: The amendment was adopted in the following manner:

(c) "The amendment was adopted at a meeting ofthe Board ofDirectors held on March 30,2006, and received the vote of a majority of the Directors in office, there being no membershaving voting rights in respect thereof."

Date: March 31, 2006


By;Laura LebaudyIts President

Attest:Robert L. PratterIts Assistant Secretary

3D M71057 z

APR. 6.2006 2:30PM CSC NO. 501 P. 6

"THIRTEENTH: The business and affairs of the Corporation shall be managed

by its Board ofDirectors , as provided in §29-301.18 of the District of ColumbiaN--JFroyt r',.^,Lpo,4tio: A

Th IRD : The amendment was adopted in the following manner.

(c) "Me amendment was adopted at a meeting of the Board of Directors held on Marc, 30,2006, and received the vote of a majority of the Directors in office, there being no membershaving voting rights in respect thereof."

Date : March 31, 2006


By:Laura LebaudyIts President

Attest:bert L. Pratter

Its Assistant Secretary

3DM2161]057,2

AMENDED AND RESTATED

1 VT \AT'11...1

A1 t 1 U

OF


ARTICLE 1

CORPORATION OFFICE

Section 1 .1 The Corporation shall have and continuously maintain in the

District of Columbia a registered office at an address to be designated from time to time by the

Board of Directors which may, but need not, be the same as its place of business.

Section 1.2 The Corporation may also have offices at such other places as the

Board of Directors may from time to time designate or the business of the Corporation may

require.

ARTICLE 2

MEMBERS

Section 2 . 1 The corporation shall have no members.

ARTICLE 3

DIRECTORS

Section 3.1 The number of directors shall be determined by the Board of

Directors from time to time but shall not be fewer than three (3) nor more than seven (7).

Section 3.2 Each director shall be a natural person of the age of 18 years or

older and need not be a resident of the District of Columbia.

Section 3.3 Directors shall be nominated by the Board of Directors. The

nominated candidates receiving the highest number of votes shall be elected. Each director shall

DM2\671440 2 1

be elected for a term of one (1) year and until his successor has been elected and qualified or

until his earlier death, resignation or removal.

ARTICLE 4

REMOVAL OF DIRECTORS

Section 4.1 Any individual director may be removed from office without

assigning any cause by a majority vote of the members of the board of directors. If any directors

are so removed, new directors may be nominated and elected at the same meeting.

Section 4 .2 The Board of Directors may declare vacant the office of a director

who has been judicially declared of unsound mind or who has been convicted of a felony, or if

within sixty (60) days after notice of his election, the director does not accept such office either

in writing or by attending a meeting of the Board of Directors, and fulfill such other

requirements of qualification as these Bylaws may specify.

ARTICLE 5

VACANCIES ON BOARD OF DIRECTORS

Section 5.1 Vacancies on the Board of Directors, including vacancies resulting

from an increase in the number of directors, shall be filled by a majority vote of the remaining

members of the Board of Directors, though less than a quorum, or by a sole remaining director,

and each person so elected shall be a director to serve for the balance of the unexpired term of

the director whose vacancy is being filled.

Section 5 .2 When one or more directors resign from the Board of Directors

effective at a future date, the directors then in office, including those who have so resigned, shall

have the power by a majority vote to fill the vacancies from among persons nominated, the vote

thereon to take effect when the resignations become effective.

DM2\671440 2 2

ARTICLE 6

POWERS OF BOARD

Section 6.1 The business and affairs of the Corporation shall be managed by

the Board of Directors. The Board of Directors may exercise all such powers of the Corporation

and do all such lawful acts and things as are directed or required to be exercised and done by

statute, the Articles of Incorporation or these Bylaws; provided, however, that the Board of

Directors may not engage directly or indirectly in any activity, that would invalidate the

Corporation's status as an organization of the type described in Section 501(c)(3) of the Internal

Revenue Code of 1986, or in the corresponding provision of any subsequent law (the "Code").

Section 6.2 The Board of Directors may, by resolution adopted by a majority

of the directors in office, establish one or more committees consisting of one or more directors as

may be deemed appropriate or desirable by the Board of Directors to serve at the pleasure of the

Board. Any committee, to the extent provided in the resolution of the Board of Directors

pursuant to which it was created, shall have and may exercise all of the powers and authority of

the Board of Directors, except that no committee shall have any power or authority as to the

following:

(b) The filling of vacancies in the Board of Directors;

(c) The adoption, amendment or repeal of these Bylaws;

(d) The amendment or repeal of any resolution of the Board of Directors; and

(e) Action on matters committed by these Bylaws or a resolution of the Board

of Directors to another committee of the Board of Directors. The Board of Directors may

designate one or more directors as alternate members of any committee, who may replace any

absent or disqualified member at any meeting of the committee. In the absence or

DM2\671440 2

disqualification of a member of a committee, the member or members thereof present at any

meeting and not disqualified from voting, whether or not he or they constitute a quorum, may

unanimously appoint another director to act at the meeting in the place of any such absent or

disqualified member.

ARTICLE 7

MEETINGS OF THE BOARD OF DIRECTORS

Section 7.1 Meetings of the Board of Directors shall be held at such times and

places within or without the District of Columbia as the Board of Directors may from time to

time appoint or as may be designated in the notice of the meeting. One or more directors may

participate in any meeting of the Board of Directors, or of any committee thereof, by means of a

conference telephone or similar communications equipment by means of which all persons

participating in the meeting can hear one another. Participation in a meeting by such means shall

constitute presence in person at the meeting.

Section 7.2 An annual meeting of the Board of Directors shall be held in each

calendar year at such time and place as may be determined by the Board of Directors for the

purpose of electing officers and directors and for the transactions of such other business as shall

come before the meeting. No notice of such meeting other than this Section 7.2 shall be

required. This meeting may be rescheduled by the Board of Directors, provided that at least four

(4) weeks notice is provided to all directors in office.

Section 7.3 Special meetings of the Board of Directors may be called by the

Executive Director of the Corporation on one day's notice to each director, either by telephone,

or if in writing , in accordance with the provisions of Article 22 of these Bylaws . Special

DM2\671440 2 4

meetings shall be called by the Executive Director or Secretary in like manner and on like notice

upon the wrinen request of a majority of the directors in office.

Section 7.4 At all meetings of the Board of Directors a majority of the

directors in office shall constitute a quorum for the transaction of business, and the acts of a

majority of the directors present at a meeting at which a quorum is present shall be the acts of the

Board of Directors, except as otherwise specifically provided by statute, by the Articles of

Incorporation or by these Bylaws.

ARTICLE 8

ACTION BY WRITTEN CONSENT

Section 8.1 Any action required or permitted to be taken at a meeting of the

Board of Directors may be taken without a meeting if a written consent or consents setting forth

the action so taken signed by all of the directors in office is filed with the Secretary of the

Corporation.

ARTICLE 9

ADVISORY COMMITTEE OF THE BOARD

Section 9.1 The Board of Directors shall be advised concerning the matters

described in Section 9.6 by an Advisory Committee consisting of not fewer than ten (10) nor

more than twenty-five (25) members.

Section 9 . 2 Each member of the Advisory Committee shall be a natural person

of the age of 18 years or older and need not be a resident of the District of Columbia.

Section 9.3 All of the members of the Advisory Committee shall be elected or

appointed by the Corporation's Board of Directors, or by majority vote of the then serving

members of the Advisory Committee , subject to the approval of the Board of Directors.

DM2\671440 2

t I 1

Section 9 .4 Any of the members of the Advisory Committee may be removed

from office without assigning any cause by majority vote of the Board of Directors, or by

majority vote of the Advisory Committee, subject to the approval of the Board of Directors. If

any members are so removed, new members may be elected or appointed, respectively, by either

the Board of Directors or by the Advisory Committee (subject to the approval of the Board of

Directors), at the time of removal.

Section 9.5 Procedures similar to those described in Section 9.4, above, will

apply to the election of members of the Advisory Committee in the case of the resignation, death,

or any other event resulting in the vacancy of the office of a member of the Advisory Committee.

Section 9.6 The sole purpose and function of the Advisory Committee will be

to make recommendations to the Board of Directors regarding (a) the fundraising activities of the

Corporation and (b) the solicitation, review and award of grants by the Corporation to tax-

exempt organizations that have been determined by the Internal Revenue Service to qualify as

being described in Section 501 (c)(3) of the Code, and that otherwise meet the criteria for grants

from the Corporation.

Section 9 .7 The members of the Advisory Committee shall have no other

rights, duties or obligations other than those set forth in Section 9.6 of the Amended and Restated

Bylaws, and shall not for any reason be subject to the legal duties or obligations to which the

members of the Corporation's Board of Directors are subject. Accordingly, other than with

respect to the exercise of the rights set forth in Section 9.6 of the Amended and Restated Bylaws,

the members of the Advisory Committee shall have no fiduciary duty of care or loyalty to the

Corporation of the type commonly imposed upon the members of a nonprofit corporation's

board of directors.

DM2\671440 2 6

V 4. •

ARTICLE 10

COMPENSATION Or DIR-ECTIJRS ML ADV1SORY CO1V11Vii1TLL 1xvi1EviBii:S

Section 10 . 1 Directors and Advisory Committee members, as such , shall not

receive a stated salary for their services , nor any reimbursement of expenses for attendance at

regular and special meetings . Nothing contained herein shall be construed to preclude any

director or Advisory Committee member from receiving compensation for services rendered to

the Corporation in any other capacity.

ARTICLE 11

LIABILITY OF DIRECTORS

Section 11.1 A director of the Corporation shall stand in a fiduciary relation to

the Corporation and shall perform his duties as a director, including his duties as a member of

any committee of the Board of Directors upon which he may serve, in good faith, in a manner he

reasonably believes to be in the best interests of the Corporation, and with such care, including

reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar

circumstances. In performing his duties, a director shall be entitled to rely in good faith on

information, opinions, reports or statements, including financial statements and other financial

data, in each case prepared or presented by any of the following: (a) one or more officers or

employees of the Corporation whom the director reasonably believes to be reliable and

competent in the matters presented; (b) legal counsel, public accountants or other persons as to

matters which the director reasonably believes to be within the professional or expert

competence of such persons; or (c) a committee of the Board of Directors upon which he does

not serve, duly designated in accordance with law, as to matters within its designated authority,

which committee the director reasonably believes to merit confidence. A director shall not be

DM2\671440 27

. d .

considered to be acting in good faith if he has knowledge concerning the matter in question that

would cause his reliance to be unwarranted.

Section 11.2 In discharging the duties of their respective positions, the Board of

Directors, committees of the Board of Directors and individual directors may, in considering the

best interests of the Corporation, consider the effects of any action upon employees, suppliers

and customers of the Corporation and communities in which offices or other establishments of

the Corporation are located, and all other pertinent factors. The consideration of these factors

shall not constitute a violation of Section 11.1 hereof.

Section 11.3 Absent breach of fiduciary duty, lack of good faith or self-dealing,

actions taken as a director or any failure to take any action shall be presumed to be in the best

interests of the Corporation.

Section 11.4 A director of the Corporation shall not be personally liable, as

such, for monetary damages for any action taken, or any failure to take any action, unless: (a)

the director has breached or failed to perform the duties of his office under Sections 11.1 through

11.3 hereof; and (b) the breach or failure to perform constitutes self-dealing, willful misconduct

or recklessness.

Section 11.5 The provisions of Section 11.4 hereof shall not apply to: (a) the

responsibility or liability of a director pursuant to any criminal statute ; or (b) the liability of a

director for the payment of taxes pursuant to local, state or federal law.

Section 11.6 Notwithstanding any other provisions of these Bylaws, the

approval of the Board of Directors shall be required to amend, repeal or adopt any provision as

part of these Bylaws that is inconsistent with the purpose or intent of Sections 11.1, 11.2, 11.3,

DM2\671440 2 8

11.4, 11.5 or 11.6 of this Article 11, and, if any such action shall be taken, it shall become

effective only on a prospective basis from and after the date of such Board of Directors approval.

ARTICLE 12

OFFICERS

Section 12.1 The Corporation shall have an Executive Director, a Secretary and

a Treasurer, or persons who shall act as such, regardless of the name or title by which they may

be designated, elected or appointed and may have such other officers and assistant officers as the

Board of Directors may authorize from time to time. The Executive Director, the Secretary and

the Treasurer shall be natural persons of the age 18 years or older. It shall not be necessary for

the officers to be directors. Any number of offices may be held by the same person. Officers

shall be nominated by a nominating committee of the Board of Directors or from the floor. Each

officer shall hold office at the pleasure of the Board of Directors and until his successor has been

elected and qualified or until his earlier death, resignation or removal. Any officer may resign at

any time upon written notice to the Corporation. The resignation shall be effective upon receipt

thereof by the Corporation or at such subsequent time as may be specified in the notice of

resignation. The Corporation may secure the fidelity of any or all of the officers by bond or

otherwise.

Section 12.2 Any officer or agent of the Corporation may be removed by the

Board of Directors whenever in its judgement the best interests of the Corporation will be served

by such removal. The removal shall be without prejudice to the contract rights, if any, of any

person so removed. If the office of any officer becomes vacant for any reason, the vacancy may

be filled by the Board of Directors.

ARTICLE 13

DM2\671440 2 9

THE EXECUTIVE DIRECTOR

Section 13 . 1 The Executive Director shall preside at all meetings of directors.

He shall be the chief executive officer of the Corporation; shall be responsible for the general

and active management of the Corporation; shall see that all orders and resolutions of the Board

of Directors are put into effect, subject, however, to the right of the Board of Directors to

delegate any specific powers, except such as may be by statute exclusively conferred on the

Executive Director, to any other officer or officers of the Corporation; shall have the power to

countersign all checks and vouchers on behalf of the Corporation, in which capacity the

Executive Director shall share this duty with the Treasurer and shall have the authority to

execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation,

except when required or permitted by law to be otherwise signed and executed and except when

the signing and execution thereof shall be expressly delegated by the Board of Directors to some

other officer or agent of the Corporation.

ARTICLE 14

THE SECRETARY

Section 14.1 The Secretary shall attend all meetings of the Board of Directors

and of the members and keep accurate records thereof in one or more minute books kept for that

purpose; shall keep, or cause to be kept, at the principal office of the Corporation, a register

showing the names and addresses of all members of the Board of Directors and shall perform the

duties customarily performed by the secretary of a corporation and such other duties as may be

assigned to him by the Board of Directors or the Executive Director.

ARTICLE 15

THE TREASURER

DM2\671440 2 10

Section 15.1 The Treasurer shall be responsible for the custody of the corporate

funds and securities; shall be responsible for full and accurate accounts of receipts and

disbursements in books belonging to the Corporation; and shall perform such other duties as may

be assigned to him by the Board of Directors or the Executive Director. He shall give bond in

such sum and with such surety as the Board of Directors may from time to time direct.

ARTICLE 16

ASSISTANT OFFICERS

Section 16.1 Each assistant officer shall assist in the performance of the duties

of the officer to whom he is assistant and shall perform such duties in the absence of the officer.

He shall perform such additional duties as the Board of Directors, the Executive Director or the

officer to whom he is assistant may from time to time assign him. Such officers may be given

such functional titles as the Board of Directors shall from time to time determine.

ARTICLE 17

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

Section 17.1 The Corporation shall indemnify any director or officer, and may

indemnify any other employee or agent, who was or is a party to, or is threatened to be made a

party to, or who is called as a witness in connection with, any threatened, pending, or completed

action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an

action by or in the right of the Corporation, by reason of the fact that he is or was a director,

officer, employee or agent of the Corporation, or is or was serving at the request of the

Corporation as a director, officer, employee or agent of another domestic or foreign corporation

for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses,

including attorneys' fees, judgments, fines and amounts paid in settlement, actually and

DM2\671440 2 II

reasonably incurred by him in connection with such action , suit or proceeding if such person

acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best

interests of the Corporation , and, with respect to any criminal action or proceeding, had no

reasonable cause to believe his or her conduct was unlawful.

Section 17.2 (a) Unless otherwise prohibited by law, the corporation shall

indemnify any director or officer, any former director or officer, or any person who may have

served at its request as a director or officer of another corporation, whether for profit or not for

profit, against any and all expenses and liabilities actually and necessarily incurred by or

imposed on the person in connection with any claim, action, suit, or proceeding (whether actual

or threatened, civil, criminal, administrative, or investigative, including appeals) to which the

person may be or is made a party by reason of being or having been such director or officer;

provided, however, that there shall be no indemnification in relation to matters as to which the

person shall be adjudged in such claim, action, suit, or proceeding to be guilty of a criminal

offense or liable to the corporation for damages arising out of the person's own negligence or

misconduct in the performance of a duty to the corporation.

(b) Amounts paid in indemnification of expenses and liabilities may include,

but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments,

fines, and penalties against, and amounts paid in settlement by, such director of officer. The

corporation may advance expenses to, or where appropriate may itself, at its expense, undertake

the defense of, any director of officer; provided, however, that such director or officer shall

undertake to repay or to reimburse such expense if it should be ultimately determined that the

person is not entitled to indemnification under this Article.

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r

(c) The provisions of this section shall be applicable to claims, actions , suits,

or proceedings made or commenced after January 1 , i yyu, whether arising om acts or

omissions to act occurring before or after that date.

(d) The indemnification provided by this section shall not be deemed

exclusive of any other rights to which such director or officer may be entitled under any statute,

Bylaw, agreement, vote of the Board of Directors, or otherwise and shall not restrict the power of

the corporation to make any indemnification permitted by law.

(e) The Board of Directors may authorize the purchase of insurance on behalf

of any director, officer, employee, or other agent against any liability asserted against or incurred

by him which arises out of such person's status as a director, officer, employee, or agent or out

of acts taken in such capacity, whether or not the corporation would have the power to indemnify

the person against that liability under law.

(f) If any part of this section shall be found in any action, suit, or proceeding

to be invalid or ineffective, to the fullest extent possible, the validity and the effectiveness of the

remaining parts shall not be affected.

ARTICLE 18

ANNUAL REPORT

Section 18.1 The Treasurer and the Executive Director shall present annually to

the Board of Directors a report showing in appropriate detail the following:

(b) The assets and liabilities, including any trust funds, of the Corporation as

of the end of the fiscal year immediately preceding the date of the report;

(c) The principal changes in assets and liabilities , including any trust funds,

during the year immediately preceding the date of the report;

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(d) The revenue or receipts of the Corporation, both unrestricted and restricted

to particular purposes, for the year immediately preceding the date of the report, including

separate data with respect to any trust funds held by or for the Corporation;

(e) The expenses or disbursements of the Corporation , for both general and

restricted purposes , during the year immediately preceding the date of the report, including

separate data with respect to any trust funds held by or for the Corporation.

Section 18.2 The annual report of the Treasurer shall be filed with the minutes

of the meetings of the Board of Directors.

ARTICLE 19

BOOKS AND RECORDS

Section 19.1 The Corporation shall keep an original or duplicate record of the

proceedings of the Board of Directors , the original or a copy of these Bylaws , including all

amendments thereto to date , certified by the Secretary of the Corporation . The Corporation shall

also keep appropriate , complete and accurate books or records of account . The records provided

for herein shall be kept at the Corporation ' s principal place of business wherever situated.

ARTICLE 20

FISCAL YEAR

Section 20.1 The fiscal year of the Corporation shall end on December 31,

unless otherwise determined by the Board of Directors.

ARTICLE 21

TRANSACTION OF BUSINESS

Section 21 . 1 Whenever the lawful activities of the Corporation involve among

other things the charging of fees or prices for its services or products , the Corporation shall have

DM2\671440 214

the right to receive such income and, in so doing, may make an incidental profit. All such

incidenta l profits shall be applied to the maintenance and operation of the lawful activities of the

Corporation, and in no case shall be divided or distributed in any manner whatsoever among the

directors or officers of the Corporation.

ARTICLE 22

MANNER OF GIVING WRITTEN NOTICE; WAIVERS OF NOTICE

Section 22.1 Whenever written notice is required to be given to any person

under the provisions of these Bylaws, it may be given to the person either personally or by

sending a copy thereof by first class or express mail, overnight delivery service, courier service,

or facsimile transmission, to his address (or to his facsimile number) appearing on the books of

the Corporation or, in the case of written notice to directors, supplied by each director to the

Corporation for the purpose of the notice. If the notice is sent by mail, overnight delivery or

courier service, it shall be deemed to have been given to the person entitled thereto when

deposited in the United States mail or with an overnight delivery service or courier service for

delivery to that person.

Section 22.2 Any written notice required to be given to any person under the

provisions of statute, the Corporation's Articles of Incorporation or these Bylaws may be waived

in a writing signed by the person entitled to such notice whether before or after the time stated

therein. Except as otherwise required by statute, and except in the case of a special meeting,

neither the business to be transacted at, nor the purpose of, a meeting need be specified in the

waiver of notice. Attendance of a person, whether in person or by proxy, at any meeting shall

constitute a waiver of notice of such meeting, except where a person attends a meeting for the

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V qr

express purpose of objecting, at the beginning of the meeting, to the transaction of any business

because the meeting was not lawfully called or convened.

ARTICLE 23

AMENDMENTS

Section 23.1 Except as provided in Section 11.6 hereof, these Bylaws

may be amended or repealed, and new Bylaws adopted, by a majority vote of the members of the

Board of Directors at any regular or special meeting duly convened.

Adopted: March 30, 2006

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l 1

• If you are filing for an Additional ( not automatic ) 3-Month Extension , complete only Part II and check this box • • • • . • , , , ►UNote : Only comma±e Part II if you have already been granted an automatic 3-month extension on a previously filed Form 8868

• If you are filing for an Automatic 3-Month Extension , com plete only Part I ( on p age 1)

• . Additional (not automatic) 3-Month Extension of Time - Must File Original and One Copy.

Typeorprint

Name of Exempt Organization


Employer identification number

23-3071579street , and room or suite no If a P 0 box , see instructionsNumber For IRS use onlyFile by the

,

extendeddue date for 160 PENNSYLVANIA AVENUE

filing the City , town or post office , state, and ZIP code For a foreign address , see instructions ,return

seeinstructions BRYN MAWR , PA 19010 S

Check type of return to be filed (File a se arate application for each return)

Form 990 Form 990-T(sec 401( a) or 408 ( a) trust) Form 5227

Form 990-BL Form 990-T (trust other than above ) Form 6069

H Form 990-EZ Form 1041-A Form 8870Form 990-PF Form 4720

STOP : Do not complete Part II if you were not already granted an au to matic 3-month extension on a previously filed Form 8868.

• The books are in the care of ► BARNA ADVISORY SERVICES, PC

Telephone No ► 610 873-8215 FAX No ►• If the organization does not have an office or place of business in the United States, check this box . . . . . . .. . . . .... . ►• If this is for a Group Return , enter the or amzation ' s four digit Group Exemption Number (GEN If this isfor the whole group , check this box 111i If it is for part of the group , check this box Ill.- and attach a list with thenames and EINs of all members the extension is for

4 I request an additional 3-month extension of time until----_ll/_15/2006

5 For calendar year 2005 , or other tax year beginning and ending6 If this tax year is for less than 12 months, check reason Initial return Final return L_J Change in accounting period

7 State in detail why you need the extension ADDITIONAL TIME IS REQUIRED TO GATHER THE

INFORMATION NECESSARY IN ORDER TO PREPARE A COMPLETE AND ACCURATE

8a If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069, enter the tentative tax, less anynonrefundable credits See instructions , . , • , . $ NONE

b If this application is for Form 990-PF, 990-T, 4720, or 6069, enter any refundable credits and estimatedtax payments made Include any prior year overpayment allowed as a credit and any amount paidpreviously with Form 8868 . • , . . . , , , . . • . . , , . • • , . . . • • $ NONE

c Balance Due. Subtract line Sb from line 8a Include your payment with this form, or, if required, depositwith FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System) Seeinstructions ... .... . . • ... $ NONE

Signature and VerificationUnder penalties of perjury, I declare that I have examined this form, including accompanying schedules and statements , and to the best of my knowledge and belief,it is true, correct, and complete, and that I am arthonzed to prepare this form

^^ COA-Title

Notice to Applicant - To Be Completed by the IRWe have approved this application Please attach this form to the organization' s returnWe have not approved this application However , we have granted a 10-day grace period from the latrdate of the organization's return ( including any prior extensions ) This grace period is considered to beotherwise required to be made on a timely return Please attach this form to the organization ' s returnWe have not approved this application After considering the reasons stated in item 7, we cannot granto file We are not granting a 10-day grace period

RECEIVEDof^a d extension of time for

Ru rAVAt 9, Jn exYdhL

B We cannot consider this application because it was filed after the extended due date of the return for wht h an eQG7on& qr [edOther

Director

BY

Date

Alternate Mailing Address - Enter the address if you want the copy of this application for an additional 3-month extensionreturned to an address different than the one entered above

Name

Type orprint

Number and street (include suite, room, or apt. no.) of a P.O. box number

City or town, province or state, and country (including postal or ZIP code)

5F 8055 1 000

SC8358 607M 08/15/2006 12:46:32 V05-7.2

Form 8868 (Rev 12-2004)

1

Date ► ^?I4541

Form 990 Return ofOrganization...

Documents

Transcript of Form 990 Return ofOrganization...