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 02, 2021, pursuant to the Certificate of Incorporation attached to this Policy Plan.  The Foundation will apply to be recognized as exempt as an organization described in the U.S. Internal Revenue Code Section 501(c)(3). 

The Certificate of Incorporation is clear on the charitable restrictions applicable to assets held by the Foundation, where it states, in relevant part that:

This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law of California for charitable purposes. 

 This corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law (the "Code"). 

Notwithstanding any other provision of these articles, this corporation shall have and exercise all rights and powers conferred on nonprofit public benefit corporations under the laws of California, provided, however, that this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.

1. All property of this corporation is irrevocably dedicated to the purposes of the Foundation. No part of the net income or assets of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make distributions in furtherance of its charitable purposes. 

2. No part of the activities of this corporation shall consist of lobbying or the carrying on of propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of (or in opposition to) any candidate for public office. 

3. Despite any other provision in these articles, the corporation shall not, except to an insubstantial degree, engage in any other activities not permitted to be carried on by (1) a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or (2) a corporation, contributions to which are deductible under Section 170(c)(2) of the Code. 

4. Further, so long as the corporation is determined to be a private foundation as defined in Section 509(a) of the Code: (1) the corporation will distribute its income for each tax year at a time and in a manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code, (2) the corporation will not engage in any act of self-dealing as defined in Section 4941(d) of the Code, (3) the corporation will not retain any excess business holdings as defined in Section 4943(c) of the Code, (4) the corporation will not make any investments in a manner as to subject it to tax under Section 4944 of the Code, (5) the corporation will not make any taxable expenditures as defined in Section 4945 of the Code. 

5. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to an organization (or organizations) organized and operated exclusively for charitable, religious, scientific, or educational purposes, provided that the organization has established its tax exempt status 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, earnings and investments from GitLab Inc. and the Sytse ‘Sid’ Sijbrandij Foundation and by earnings on investments made with contributed funds. The Foundation does not raise funds from the public and does not operate any business enterprise for commercial purposes.

The Foundation will make audited financial statements and 990 available to the public once completed. 

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

• FY2024 Financial (February 1, 2023-January 31, 2024): pending audit

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 properties and assets of the Corporation are irrevocably dedicated to charitable purposes.  No part of the net earnings, properties, or assets of the Corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member, director, or officer of the Corporation.  On liquidation or dissolution, all remaining properties and assets of the Corporation after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed and paid over to an organization dedicated to charitable, religious, scientific, or educational purposes and which has established its tax-exempt status under Section 501(c)(3) of the Code.

Directors, members of committees, or other individuals having similar powers or responsibilities to directors, may not receive any compensation for their services as such, but may receive reimbursement of expenses incurred in the performance of their duties, including advances as provided in bylaws as may be fixed or determined by resolution of the Board.  Directors may not be compensated for rendering services to the Foundation in any capacity other than director unless approved as provided in the organization’s Conflict of Interest Policy.  Any compensation, reimbursement, or other payment made by the Corporation to a director, committee member, or other individual having similar powers or responsibilities to a director, must be for services which are reasonable and necessary to carrying out the exempt purpose of the Foundation, and such payment must not be excessive. The employees are on the payroll. 

The Foundation is committed to integrity and ethical behavior. The Foundation encourages Directors, officers, employees and volunteers who reasonably believe that they are aware of any violations of federal or state law, such as fraud, questionable accounting practices, or the reporting of fraudulent financial information, to disclose any such violations, without any fear of retaliation, discrimination, or harassment with respect to their employment.

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 the control, advice and consent of the Board, the president shall, in general, supervise and conduct the activities and operations of the Corporation, shall keep the Board fully informed and shall freely consult with them concerning the activities of the Corporation, and shall see that all orders and resolutions of the Board are carried into effect.  Where appropriate, the Board shall place the president under a contract of employment.  The president shall be empowered to act, speak for, or otherwise represent the Corporation between meetings of the Board.  The president shall be responsible for the hiring and firing of all personnel, and shall be responsible for keeping the Board informed at all times of staff performance and for implementing any personnel policies adopted by the Board.  The president is authorized to contract, receive, deposit, disburse, and account for funds of the Corporation; to execute in the name of the Corporation all contracts and other documents authorized either generally or specifically by the Board to be executed by the Corporation; and to negotiate all material business transactions of the Corporation.

Secretary.  The secretary, or his or her designee, shall be custodian of all records and documents of the Corporation which are to be kept at the principal office of the Corporation, shall act as secretary of all the meetings of the Board, and shall keep the minutes of all such meetings in books proposed for that purpose.  He or she shall attend to the giving and serving of all notices of the Corporation, and shall see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws.

Treasurer.  The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.

The treasurer shall deposit or cause to be deposited all moneys and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board.  The treasurer shall disburse or cause to be disbursed the funds of the Corporation as may be ordered by the Board, and shall render to the president and directors, whenever they request it, an account of all of the treasurer’s transactions as treasurer and of the financial condition of the Corporation.

If required by the Board, the treasurer shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the treasurer’s office and for restoration to the Corporation of all its books, papers, vouchers, money and other property of every kind in the treasurer’s possession or under the treasurer’s control on the treasurer’s death, resignation, retirement, or removal from office.  The Corporation shall pay the cost of such bond.