ANBI Policy Plan

Introduction

This Policy Plan consists of an Introduction, a description of the Certificate of Incorporation and Bylaws for the GitLab Foundation (referred to throughout this Policy Plan as the Foundation), in light of the ANBI rules and regulations, as well as its Finance and its Governance structure.

The Foundation is aware of the fact that, in order to remain on the ANBI register, the Foundation has to meet the requirements. The Foundation Board has ensured, in close cooperation with its legal counsel, that it will do so.

This Policy Plan is envisaged to be a “living document”, which expresses the Foundation’s decision to have the ANBI status prolonged on the long run and which permits the Foundation to have the Policy Plan reviewed at least once every 5 years. 

Statutory Framework

The Foundation was incorporated in the State of California on December 2, 2021, as a nonprofit public benefit corporation organized for charitable purposes under the California Nonprofit Public Benefit Corporation Law. The Foundation will apply for recognition as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code (the “Code”).

The Foundation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Code. All property of the Foundation is irrevocably dedicated to these purposes. No part of the net earnings or assets of the Foundation shall inure to the benefit of, or be distributable to, any private individual, director, officer, or other private person, except for the payment of reasonable compensation for services rendered and distributions in furtherance of the Foundation’s charitable purposes.

The Foundation shall not engage in lobbying, propaganda, or political campaign activities, including the publication or distribution of statements on behalf of or in opposition to any candidate for public office. The Foundation may exercise all powers granted to nonprofit public benefit corporations under California law, provided that it does not engage in activities not permitted for an organization exempt under Section 501(c)(3) of the Code or eligible to receive deductible contributions under Section 170(c)(2) of the Code.

So long as the Foundation is classified as a private foundation under Section 509(a) of the Code, it shall comply with the following requirements:

1. Distribute income for each taxable year at a time and in a manner that avoids the tax on undistributed income under Section 4942 of the Code;

2. Not engage in any act of self-dealing as defined in Section 4941(d) of the Code;

3. Not retain any excess business holdings as defined in Section 4943(c) of the Code;

4. Not make investments that would subject the Foundation to tax under Section 4944 of the Code; and

5. Not make any taxable expenditures as defined in Section 4945 of the Code.

Upon dissolution or winding up of the Foundation, after paying or making provision for all debts and liabilities, the remaining assets shall be distributed to one or more organizations organized and operated exclusively for charitable, religious, scientific, or educational purposes, which qualify as tax-exempt under Section 501(c)(3) of the Code.

Activities of the Foundation

The Foundation’s purpose is to improve people’s lifetime earnings through investments in training and access to opportunities.The Foundation’s activities are focused on making grants, donations, gifts and contributions from the income and assets held by the Foundation, exclusively for the foregoing charitable purposes.

Finance of the Foundation

The Foundation will be funded by individuals, companies, organizations, and earnings and investments from GitLab Inc. and the Sytse ‘Sid’ Sijbrandij Foundation, and by earnings on investments made with contributed funds.

Once completed, the Foundation will make audited financial statements and 990 available to the public. 

• FY2023 Financials (February 1, 2022-January 31, 2023): 990PF. Financial Statements. ANBI Form.

• FY2024 Financials (February 1, 2023-January 31, 2024): 990PF. Financial Statements. ANBI Form.

• FY25 Financials (February 1, 2024-January 31, 2025): 990PF. Financial Statements. ANBI Form.

Governance of the Foundation 

The Foundation has been formed as a nonprofit public benefit corporation under the California Nonprofit Corporation Law (the “NPCL”), as the same may hereafter be amended or supplemented.  The Corporation shall be operated for charitable purposes, to pursue charitable and educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), in accordance with the Corporation’s Articles of Incorporation.  In furtherance of its charitable purposes, the Corporation may perform all things incidental to, or appropriate in, the achievement of the foregoing specific and primary purposes. 

Powers.  The Corporation shall hold, and may exercise, all such powers as may be conferred upon a nonprofit corporation by the laws of the state of California and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Corporation.  In no event, however, shall the Corporation engage in activities which are not permitted to be carried on by a corporation exempt as a private foundation under Sections 509(a) and 501(c)(3) of the Code.

Nonpartisan Activities.  The Corporation has been formed under the NPCL for the charitable purposes described above, and it shall be nonprofit and nonpartisan.  No part of the activities of the Corporation shall consist of lobbying or the carrying on of propaganda or otherwise attempting to influence legislation.  The Corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

Dedication of Assets. The Foundation’s assets are permanently dedicated to charitable purposes. No part of its net earnings, assets, or property—during operations or upon dissolution—shall benefit any private individual, including directors or non-employee officers. Upon dissolution, and after settling all liabilities, remaining assets shall be distributed to one or more tax-exempt organizations under Section 501(c)(3) of the Internal Revenue Code, organized for charitable, religious, scientific, or educational purposes.

Directors, committee members, or others with similar authority do not receive compensation for their governance roles but may be reimbursed for reasonable, Board-approved expenses. If a director or officer provides additional services outside their governance role, compensation must be approved in accordance with the Foundation’s Conflict of Interest Policy and must be necessary, reasonable, and not excessive. Officers and others employed by the Foundation are compensated through regular payroll.

The Foundation is committed to integrity and ethical conduct. Directors, officers, employees, and volunteers are encouraged to report suspected legal violations—such as fraud or financial misconduct—without fear of retaliation, discrimination, or harassment.

Other Details

Incorporated Name: GitLab Foundation 

Email: elicia@gitlabfoundation.org

Address: 2261 Market Street, #4927, San Francisco, CA 94114

Board Members:

Sytse 'Sid' Sijbrandij, CEO and Co-Founder, GitLab, Inc., Chair 

Brian Robins, Chief Financial Officer, GitLab, Inc.

Freddy Vega, CEO & Founder, Platzi

Rahim Fazal, CEO & Co-Founder, SV Acamdey

Robin Schulman, Chief Legal Officer and Head of Corporate Affairs, GitLab, Inc.

Caroline Whistler, CEO and Co-Founder, Third Sector Capital Partners, Inc.

Ellie Bertani, President & CEO, GitLab Foundation

Corporate Officers:

Ellie Bertani, President, CEO, GitLab Foundation

Caroline Whistler, Treasurer, CEO and Co-Founder, Third Sector Capital Partners, Inc.

Elicia Wilson, Secretary, Director of Operations, GitLab Foundation

Registration:

California Corporation Number: 48-21436

U.S. Federal Employer Identification Number: 87-4241796

Functions of the Officers

President. Subject to Board oversight, the President leads and manages the Corporation’s operations, ensures implementation of Board directives, and keeps the Board informed. The President may act on behalf of the Corporation between Board meetings and is responsible for hiring, managing, and terminating staff, as well as enforcing personnel policies adopted by the Board. The President may be employed under contract and is authorized to manage funds, execute contracts and documents, and negotiate material business transactions on behalf of the Corporation.

Secretary.  The Secretary maintains the Corporation’s official records, records minutes of Board meetings, issues required notices, and ensures the proper use of the corporate seal on authorized documents. The Secretary also has signatory authority on behalf of the Corporation, as authorized by the Board or these Bylaws.

Treasurer.  The Treasurer provides Board-level oversight of the Corporation’s financial affairs. This includes ensuring that accurate financial records are maintained, that assets are deposited in Board-approved depositories, and that funds are disbursed in accordance with Board authorization. The Treasurer reviews financial reports and statements and provides them to the President and Board upon request.

If required by the Board, the Treasurer shall furnish a bond, in an amount and with sureties specified by the Board, to ensure the faithful performance of duties and return of all corporate property upon leaving office. The Corporation shall cover the cost of such bond.