Form990
Click to see attachment
Department of the Treasury
Internal Revenue Service
Return of Organization Exempt From Income Tax
Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

MediumBullet The organization may have to use a copy of this return to satisfy state reporting requirements.
OMB No. 1545-0047
2010
Open to Public Inspection
A For the calendar year, or tax year beginning 07-01-2010 and ending 06-30-2011
BCheck if applicable:
CName of organization
HEADWATERS FOUNDATION FOR JUSTICE
 
Doing Business As
 
 
Number and street (or P.O. box if mail is not delivered to street address)
2801 21ST AVENUE SOUTH NO 132-B
 
Room/suite
City or town, state or country, and ZIP + 4
MINNEAPOLIS, MN55407
D Employer identification number

36-3359386
E Telephone number

G Gross receipts $ 1,900,027
F Name and address of principal officer:
TRISTA HARRIS
2801 21ST AVENUE SOUTH NO 132-B
MINNEAPOLIS,MN55407
I
Tax-exempt status: (   ) LeftBullet (insert no.) or
J
Website:MediumBullet
WWW.HEADWATERSFOUNDATION.ORG
H(a)
Is this a group return for
affiliates?
H(b)
Are all affiliates included?
If "No," attach a list. (see instructions)
H(c)
Group exemption number MediumBullet  
K Form of organization:
 
L Year of formation: 1984
M State of legal domicile: MN
Part I
Summary
Activities & Governance 1 Briefly describe the organization’s mission or most significant activities: A FOUNDATION THAT SERVES AS A CATALYST FOR SOCIAL, RACIAL, ECONOMIC, AND ENVIRONMENTAL JUSTICE.
2 Check this box MediumBullet
3 Number of voting members of the governing body (Part VI, line 1a) .... 3 11
4 Number of independent voting members of the governing body (Part VI, line 1b) .... 4 11
5 Total number of individuals employed in calendar year 2010 (Part V, line 2a) ... 5 9
6 Total number of volunteers (estimate if necessary) .... 6 80
7a Total unrelated business revenue from Part VIII, column (C), line 12 .. 7a 0
b Net unrelated business taxable income from Form 990-T, line 34 .. 7b 0
Revenues; Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) ......... 912,582 1,021,819
9 Program service revenue (Part VIII, line 2g) ......... 4,825 0
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 11,056 4,034
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 3,855 -3,980
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)................... 932,318 1,021,873
Expenses; 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3 )... 455,800 524,707
14 Benefits paid to or for members (Part IX, column (A), line 4) .... 0 0
15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10) 487,032 460,034
16a Professional fundraising fees (Part IX, column (A), line 11e).... 0 0
b Total fundraising expenses (Part IX, column (D), line 25) MediumBullet115,210    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f).... 245,389 358,713
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 1,188,221 1,343,454
19 Revenue less expenses. Subtract line 18 from line 12...... -255,903 -321,581
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............ 3,536,362 3,866,166
21 Total liabilities (Part X, line 26)............ 58,411 76,178
22 Net assets or fund balances. Subtract line 21 from line 20 ..... 3,477,951 3,789,988
Part II
Signature Block
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.
Sign Here
JumboBullet
Signature of officer Date
JumboBullet
Type or print name and title.
Paid Preparer's Use Only Preparer's
signatureBig Right Arrow 		Date
right pointing bullet image Preparer’s taxpayer identification number
(see instructions)
Firm’s name (or yours
if self-employed),
address, and ZIP + 4Big Right Arrow




 		EIN right pointing bullet image
Phone no. right pointing bullet image
May the IRS discuss this return with the preparer shown above? (see instructions) .........
For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions.
Cat. No. 11282Y
Form 990 (2010)
Form 990 (2010)
Page 2
Part III
Statement of Program Service Accomplishments
Check if Schedule O contains a response to any question in this Part III . . . . . . . . . .
1
Briefly describe the organization’s mission: HEADWATERS IS A COMMUNITY FOUNDATION THAT SERVES AS A CATALYST FOR SOCIAL, RACIAL, ECONOMIC, AND ENVIRONMENTAL JUSTICE. THROUGH TECHNICAL ASSISTANCE, COMMUNITY-LED GRANTMAKING AND DONOR EDUCATION, HEADWATERS SUPPORTS GRASSROOTS GROUPS BY ADDRESSING THE ROOT CAUSES OF INJUSTICE. HEADWATERS' SOCIAL CHANGE GRANTMAKING HAS BEEN THE CORE OF OUR WORK FOR THE PAST 27 YEARS. DURING THAT TIME, WE HAVE DISTRIBUTED NEARLY $9 MILLION IN 3,300 GRANTS TO GRASSROOTS NONPROFITS IN MINNESOTA AND WISCONSIN. THE FOCUS OF OUR WORK IS ON SOCIAL, RACIAL, ECONOMIC, AND ENVIRONMENTAL JUSTICE. GRANTS OF BETWEEN $5,000 AND $10,000 ARE AWARDED TO SUPPORT A WIDE RANGE OF ACTIVITIES WITHIN THESE AREAS. IT IS OUR CORE BELIEF THAT THE PEOPLE MOST AFFECTED BY THE ISSUES WE WORK ON HAVE THE HIGHEST VESTED INTEREST IN AND ARE BEST ABLE TO MAKE INFORMED DECISIONS ABOUT THE ISSUES THAT IMPACT THEIR LIVES. THUS OUR GRANTMAKING COMMITTEE IS MADE UP OF COMMUNITY REPRESENTATIVES WHO WORK ON SOCIAL JUSTICE DAY TO DAY.
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ....................
If “Yes,” describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program services? ..........................
If “Yes,” describe these changes on Schedule O.
4
Describe the exempt purpose achievements for each of the organization’s three largest program services by expenses.
Section 501(c)(3) and 501(c)(4) organizations and section 4947(a)(1) trusts are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.
4a (Code:   ) (Expenses $ 520,643 including grants of $ 155,716 ) (Revenue $ 0 )
CAPACITY BUILDING PROGRAM: THE GOAL OF OUR CAPACITY BUILDING PROGRAM IS TO HELP ORGANIZATIONS AND THEIR LEADERS DEVELOP CORE SKILLS, DEEPEN POLITICAL ANALYSIS, AND BUILD ORGANIZATIONAL EFFECTIVENESS AND SUSTAINABILITY FOR LONG-TERM SOCIAL JUSTICE IMPACT. CAPACITY BUILDING GOES HAND IN HAND WITH GRANTMAKING - SUPPORTING GRANTEES AND OTHER GRASSROOTS GROUPS SO THAT THEY HAVE THE TOOLS TO BE MORE EFFECTIVE IN ADVANCING THEIR MISSIONS. PROGRAM SERVICE ACCOMPLISHMENTS:FIVE OBJECTIVES GUIDE OUR CAPACITY BUILDING WORK: 1) INCREASING ORGANIZATIONAL CAPACITY; 2) BUILDING CONNECTIONS ACROSS ISSUES AND COMMUNITIES; 3) DEVELOPING STRONG CONSTITUENT LEADERSHIP; 4) ADVANCING LEADERSHIP OF PEOPLE OF COLOR; AND 5) DEEPENING SKILLS FOR POLITICAL ANALYSIS BY INDIVIDUALS AND ORGANIZATIONS.ACTIVITIES INCLUDED:FOUR CONVENINGS OF GRANTEES AND NONPROFITS WORKING ON RELATED ISSUES, INVESTING IN ANCHOR ORGANIZATIONS/PARTNERSHIPS, A NINE-PART MOVEMENT BUILDING SERIES, TWO TRAINING WORKSHOPS ON EVALUATION AND COMMUNICATIONS, LAUNCHING AN ONLINE LEARNING LIBRARY, PROJECT MANAGEMENT FOR THE AFRICAN AMERICAN LEADERSHIP FORUM, AND PROJECT MANAGEMENT FOR CLEARWAY MINNESOTA. THE AFRICAN AMERICAN LEADERSHIP FORUM IS AN EFFORT DEVOTED TO DEVELOPING A COMPREHENSIVE, URBAN AGENDA COMING DIRECTLY FROM THE AFRICAN AMERICAN COMMUNITY AND ADDRESSING ALL OF THE OPPORTUNITY STRUCTURES THAT CONTRIBUTE TO THE QUALITY OF LIFE FOR AFRICAN AMERICANS IN THE TWIN CITIES. OVER 615 COMMUNITY PARTICIPANTS ARE ENGAGED IN THE ACTIVITIES OF THE FORUM'S FOUR WORK GROUPS: 1)COMMUNITY BUILDING; 2) HEALTH AND WELLNESS; 3) EDUCATION AND LIFE LONG LEARNING; AND 4) FAMILY, CULTURE, AND SPIRITUALITY. THIS WORK ALIGNS WELL WITH HEADWATERS' CAPACITY-BUILDING PROGRAM AND ITS MISSION TO SERVE AS A CATALYST FOR SOCIAL, JUSTICE BY ADVANCING COMMUNITY-LED INITIATIVES.THROUGH THE CLEARWAY PROJECT, CAPACITY-BUILDING GRANTS WERE MADE TO EDUCATE DEMOGRAPHICALLY SPECIFIC COMMUNITIES ABOUT THE BENEFITS OF TOBACCO CONTROL AND REDUCTION. IN FISCAL YEAR 2011, HEADWATERS ALLOCATED $155,716 IN FIVE CLEARWAY PROJECT GRANTS. ALL TOGETHER, OUR CAPACITY BUILDING EFFORTS REACHED OVER 100 ORGANIZATIONS AND 1,115 INDIVIDUALS OVER THE PAST YEAR. THE MAKEUP OF THESE ORGANIZATIONS AND INDIVIDUALS REFLECTS THE DIVERSE COMMUNITY THAT IS THE FOCUS OF ALL OF OUR WORK AT HEADWATERS, INCLUDING PEOPLE OF COLOR AND LOW-INCOME COMMUNITIES WORKING TO ADVANCE ISSUES OF SOCIAL JUSTICE. PARTICIPATING ORGANIZATIONS CAME FROM THROUGHOUT THE STATE OF MINNESOTA AND SOME FROM WISCONSIN, BUT WERE MOSTLY LOCATED IN THE GREATER TWIN CITIES AREA.
4b (Code:   ) (Expenses $ 475,166 including grants of $ 368,991 ) (Revenue $ 0 )
GRANT MAKING PROGRAM: IN FISCAL YEAR 2011, HEADWATERS AWARDED $368,991 IN 79 GRANTS TO NONPROFIT ORGANIZATIONS MAINLY IN MINNESOTA AND WISCONSIN. GRANTS ARE MADE THROUGH THE SOCIAL CHANGE FUND, THE FUND OF THE SACRED CIRCLE, AND DONOR ADVISED FUNDS. IN GENERAL, HEADWATERS FUNDING IS FOCUSED AROUND THE FOLLOWING ISSUE AREAS: SOCIAL JUSTICE, ECONOMIC JUSTICE, RACIAL JUSTICE, AND ENVIRONMENTAL JUSTICE.PROGRAM SERVICE ACCOMPLISHMENTS:THE SOCIAL CHANGE FUND IS DIRECTED TOWARD GRASSROOTS GROUPS OR PROJECTS ENGAGED IN SOCIAL CHANGE ORGANIZING TO ACHIEVE SOCIAL, ECONOMIC, ENVIRONMENTAL, AND RACIAL JUSTICE IN DIVERSE COMMUNITIES THROUGHOUT MINNESOTA. IN FISCAL YEAR 2011, THE SOCIAL CHANGE FUND AWARDED $201,985 IN 21 GRANTS.THE FUND OF THE SACRED CIRCLE IS DIRECTED TOWARD AMERICAN INDIAN LED GRASSROOTS GROUPS OR PROJECTS IN MINNESOTA AND WISCONSIN ADDRESSING ISSUES OF INJUSTICE IN NATIVE COMMUNITIES. THE FUND REAFFIRMS THE SELF-DETERMINATION OF AMERICAN INDIANS TO DEFINE AND ADDRESS THE NEEDS OF THEIR COMMUNITIES IN CULTURALLY APPROPRIATE WAYS. IN FISCAL YEAR 2011, THE FUND OF THE SACRED CIRCLE AWARDED $50,000 IN FOUR GRANTS. DONOR ADVISED FUNDS ENABLE INDIVIDUAL DONORS TO ADVANCE THEIR PHILANTHROPIC GOALS AND DIRECT RESOURCES TO SOCIAL CHANGE GROUUPS LOCALLY, NATIONALLY, AND INTERNATIONALLY. HEADWATERS STAFF EDUCATE DONORS ABOUT SOCIAL INJUSTICE ISSUES, CONNECT THEM TO ORGANIZATIONS THAT MATCH THEIR INTERESTS, AND PROVIDE TECHNICAL GRANTMAKING ASSISTANCE. IN FISCAL YEAR 2011, HEADWATERS ALLOCATED $117,006 IN 54 DONOR ADVISED GRANTS.
4c (Code:   ) (Expenses $ 96,167 including grants of $ 0 ) (Revenue $ 0 )
DONOR EDUCATION AND COMMUNICATION: HEADWATERS SPONSORED NINE MOVEMENT BUILDING SESSIONS IN FISCAL YEAR 2011 -SEVEN AT THE RIVERVIEW CAFE AND WINEBAR, ONE AT MINNEAHAHA FALLS, AND ONE AT ST. THOMAS UNIVERSITY. THE PURPOSE OF THESE CONVERSATIONS IS TO BRING PEOPLE TOGETHER TO TRANSFORM EMERGING IDEAS INTO MAINSTREAM VALUES. THIS POPULAR SERIES DREW OVER 300 COMMUNITY AND DONOR ACTIVISTS INTO FACILITATED DISCUSSIONS AROUND THE FOLLOWING TOPICS:IMAGINING A JUST FUTURE- A REPORT BACK FROM THE U.S. SOCIAL FORUM; VOTING THAT COUNTS; CAN A SMALL GROUP CHANGE THE WORLD?-UNCOVERING AND SUPPORTING SOCIAL JUSTICE EFFORTS WORLDWIDE; WORLDVIEW CAMPAIGNING AND THE MINNESOTA BUDGET; WE MAKE THE ROAD BY WALKING; SPIRITUALITY AND ACTIVISM; COMMUNITY SOLUTIONS AND ENVIRONMENTAL JUSTICE; AND LOOKING FOR FUNDAMENTAL CHANGE IN THE JUSTICE SYSTEM.HEADWATERS ALSO PROVIDED EDUCATIONAL SERVICES TO PARTICIPANTS IN OUR DONOR ADVISED GRANTMAKING PROGRAM AND BEGAN PLANNING FOR THE LAUNCH OF A SOCIAL JUSTICE LEADERSHIP INSTITUTE IN FISCAL YEAR 2012.AN INTEGRATED COMMUNICATIONS PROGRAM TIES OUR DONOR EDUCATION EFFORTS TO OUR WEBSITE, E-NEWSLETTERS, AND WEB 2.0 APPLICATIONS SUCH AS FACEBOOK AND TWITTER. IN FISCAL YEAR 2011, WE LAUNCHED AN ONLINE LEARNING LIBRARY AND A NEW WEBSITE TO BETTER CONNECT THE COMMUNITY TO THE WORK OF THE HEADWATERS FOUNDATION.
4d Other program services. (Describe in Schedule O.)
(Expenses $   including grants of $   ) (Revenue $   )
4e Total program service expensesMediumBullet$ 1,091,976
Form 990 (2010)
Form 990 (2010)
Page 3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule AClick to see attachment.....................
1
Yes
 
2
Is the organization required to complete Schedule B, Schedule of Contributors? Click to see attachment........
2
Yes
 
3
Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part IClick to see attachment..........
3
 
No
4
Section 501(c)(3) organizations. Did the organization engage in lobbying activities? If “Yes,” complete Schedule C,
Part IIClick to see attachment.........................
4
Yes
 
5
Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C, Part III........................
5
 
 
6
Did the organization maintain any donor advised funds or any similar funds or accounts where donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete
Schedule D, Part IClick to see attachment.......................
6
Yes
 
7
Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas or historic structures? If “Yes,” complete Schedule D, Part IIClick to see attachment...
7
 
No
8
Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment....................
8
 
No
9
Did the organization report an amount in Part X, line 21; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,”
complete Schedule D, Part IVClick to see attachment...................
9
Yes
 
10
Did the organization, directly or through a related organization, hold assets in term, permanent,or quasi-endowments? If “Yes,” complete Schedule D, Part VClick to see attachment
10
Yes
 
11
If the organization’s answer to any of the following questions is ‘Yes,’ then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable:
a
Did the organization report an amount for land, buildings, and equipment in Part X, line10? If “Yes,” complete Schedule D, Part VI.Click to see attachment
11a
Yes
 
b
Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII.Click to see attachment
11b
Yes
 
c
Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII.Click to see attachment
11c
Yes
 
d
Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX.Click to see attachment
11d
Yes
 
e
Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X.Click to see attachment
11e
Yes
 
f
Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X.Click to see attachment
11f
Yes
 
12a
Did the organization obtain separate, independent audited financial statements for the tax year? If “Yes,” complete Schedule D, Parts XI, XII, and XIII Click to see attachment
12a
Yes
 
b
Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered ‘No’ to line 12a, then completing Schedule D, Parts XI, XII, and XIII is optional Click to see attachment
12b
 
No
13
Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E
13
 
No
14a
Did the organization maintain an office, employees, or agents outside of the United States?....
14a
 
No
b
Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, and program service activities outside the United States? If “Yes,” complete Schedule F, Part I.........
14b
 
No
15
Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the U.S.? If “Yes,” complete Schedule F, Part II..
15
 
No
16
Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the U.S.? If “Yes,” complete Schedule F, Part III..
16
 
No
17
Did the organization report a total of more than $15,000, of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I
17
 
No
18
Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II..........
18
Yes
 
19
Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III...................
19
 
No
Form 990 (2010)
Form 990 (2010)
Page 4
Part IV
Checklist of Required Schedules (continued)
20a
Did the organization operate one or more hospitals? If “Yes,” complete Schedule H.....
20a
 
No
b
Did the organization attach its audited financial statement to this return? Note: All Form 990 filers that operate one or more hospitals must attach audited financial statements. .....
20b
 
 
21
Did the organization report more than $5,000 of grants and other assistance to governments and organizations in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II.. Click to see attachment
21
Yes
 
22
Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III..... Click to see attachment
22
 
No
23
Did the organization answer “Yes” to Part VII, Section A, questions 3, 4, or 5, about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J................
23
 
No
24a
Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer questions 24b–24d and complete Schedule K. If “No,” go to line 25................
24a
 
No
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...
24b
 
 
c
Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................
24c
 
 
d
Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...
24d
 
 
25a
Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I......
25a
 
No
b
Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I................
25b
 
No
26
Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II...........................
26
 
No
27
Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor, or a grant selection committee member, or to a person related to such an individual? If “Yes,” complete Schedule L, Part III...............
27
 
No
28
Was the organization a party to a business transaction with one of the following parties? (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):
a
A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV .........................
28a
 
No
b
A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV...................
28b
 
No
c
An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or owner? If “Yes,” complete Schedule L, Part IV..
28c
 
No
29
Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule MClick to see attachment
29
Yes
 
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M............ Click to see attachment
30
 
No
31
Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I........................... Click to see attachment
31
 
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II.......................
32
 
No
33
Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........
33
 
No
34
Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Parts II, III, IV, and V, line 1.....................
34
 
No
35
Is any related organization a controlled entity within the meaning of section 512(b)(13)? .....
35
 
No
a
Did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2...
36
Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2...........
36
 
No
37
Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VI
37
 
No
38
Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11 and 19? Note. All Form 990 filers are required to complete Schedule O. ............
38
Yes
 
Form 990 (2010)
Form 990 (2010)
Page 5
Part V
Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response to any question in this Part V . . . . . . . . . .
Yes
No
1a
Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable. .......
1a
38
b
Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable.
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................
1c
Yes
 
2a
Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements filed for the calendar year ending with or within the year covered by this return .....................
2a
9
b
If at least one is reported on line 2a, did the organization file all required federal employment tax returns?

Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file. (see instructions)
2b
Yes
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?.............................
3a
 
No
b
If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....
3b
 
 
4a
At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account or securities account)?.......................
4a
 
No
b
If "Yes," enter the name of the foreign country: MediumBullet
See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..
5a
 
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
 
No
c
If “Yes” to line 5a or 5b, did the organization file Form 8886-T? ........
5c
 
 
6a
Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible?..........
6a
 
No
b
If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................
6b
 
 
7
Organizations that may receive deductible contributions under section 170(c).
a
Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................
7a
Yes
 
b
If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....
7b
Yes
 
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................
7c
 
No
d
If “Yes,” indicate the number of Forms 8282 filed during the year ....
7d
 
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?..........................
7e
 
No
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..
7f
 
No
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?...................
7g
 
 
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?...............
7h
 
 
8
Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?................
8
 
 
9
Sponsoring organizations maintaining donor advised funds.
a
Did the organization make any taxable distributions under section 4966?.........
9a
 
 
b
Did the organization make a distribution to a donor, donor advisor, or related person?......
9b
 
 
10
Section 501(c)(7) organizations. Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12 ...
10a
 
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
 
11
Section 501(c)(12) organizations. Enter:
a
Gross income from members or shareholders .........
11a
 
b
Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ........
11b
 
12a
Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?
12a
 
 
b
If “Yes,” enter the amount of tax-exempt interest received or accrued during the year.
12b
 
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
Is the organization licensed to issue qualified health plans in more than one state?
Note. All 501(c)(29) organizations must list in Schedule O each state in which they are licensed to issue qualified health plans, the amount of reserves required by each state, and the amount of reserves the organization allocated to each state.
13a
 
 
b
Enter the aggregate amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans.
13b
 
c
Enter the aggregate amount of reserves on hand.
13c
 
14a
Did the organization receive any payments for indoor tanning services during the tax year?.....
14a
 
 
b
If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..
14b
 
 
Form 990 (2010)
Form 990 (2010)
Page 6
Part VI
Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.
Check if Schedule O contains a response to any question in this Part VI . . . . . . . . . .
Section A. Governing Body and Management
Yes
No
1a
Enter the number of voting members of the governing body at the end of the tax year ..............
1a
11
b
Enter the number of voting members included in line 1a, above, who are independent .................
1b
11
2
Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................
2
 
No
3
Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? ..
3
 
No
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed?
4
Yes
 
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Does the organization have members or stockholders? ................
6
 
No
7a
Does the organization have members, stockholders, or other persons who may elect one or more members of the governing body? .........................
7a
 
No
b
Are any decisions of the governing body subject to approval by members, stockholders, or other persons? ..
7b
 
No
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .........................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ............
8b
Yes
 
9
Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O .....
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal
Revenue Code.)
Yes
No
10a
Does the organization have local chapters, branches, or affiliates? ............
10a
 
No
b
If “Yes,” does the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with those of the organization? ....
10b
 
 
11a
Has the organization provided a copy of this Form 990 to all members of its governing body before filing the form?
11a
Yes
 
b
Describe in Schedule O the process, if any, used by the organization to review the Form 990. .....
12a
Does the organization have a written conflict of interest policy? If “No,” go to line 13.......
12a
Yes
 
b
Are officers, directors or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ...........................
12b
Yes
 
c
Does the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this is done ....................
12c
Yes
 
13
Does the organization have a written whistleblower policy? ...............
13
Yes
 
14
Does the organization have a written document retention and destruction policy? .........
14
Yes
 
15
Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
Yes
 
b
Other officers or key employees of the organization ................
15b
Yes
 
If "Yes" to line a or b, describe the process in Schedule O. (See instructions.)
16a
Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................
16a
 
No
b
If “Yes,” has the organization adopted a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and taken steps to safeguard the organization’s exempt status with respect to such arrangements? ............
16b
 
 
Section C. Disclosure
17
List the States with which a copy of this Form 990 is required to be filedMediumBullet
MN , WI
18
Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you make these available. Check all that apply.
19
Describe in Schedule O whether (and if so, how), the organization makes its governing documents, conflict of interest policy, and financial statements available to the public.
20
State the name, physical address, and telephone number of the person who possesses the books and records of the organization: MediumBullet
TRISTA HARRIS
2801 21ST AVENUE SOUTH NO 132-B
MINNEAPOLIS,MN55407
(612) 879-0602
Form 990 (2010)
Form 990 (2010)
Page 7
Part VII
Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors
Check if Schedule O contains a response to any question in this Part VII . . . . . . . . . .
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees
1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation, and current key employees. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

RoundBullet List all of the organization’s current key employees, if any. See instructions for definition of "key employee."
RoundBullet List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

RoundBullet List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

RoundBullet List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.
Check this box if neither the organization nor any related organizations compensated any current or former officer, director, or trustee.
(A)
Name and Title 		(B)
Average hours per week (describe hours for related organizations in Schedule O) 		(C)
Position (check all that apply) 		(D)
Reportable compensation from the organization (W- 2/1099-MISC) 		(E)
Reportable compensation from related organizations (W- 2/1099-MISC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;
(1) BOA LEE
CO-CHAIR
 1.00 X   X       0 0 0
(2) PERRY WILSON
CO-CHAIR
 1.00 X   X       0 0 0
(3) ROBERT SYKORA
TREASURER
 1.00 X   X       0 0 0
(4) ELLIS BULLOCK
BOARD MEMBER
 1.00 X           0 0 0
(5) TRISHA L COOK
BOARD MEMBER
 1.00 X           0 0 0
(6) TIM DAVIES
BOARD MEMBER
 1.00 X           0 0 0
(7) JIHAN GOLDEN
BOARD MEMBER
 1.00 X           0 0 0
(8) SHALINI GUPTA
BOARD MEMBER
 1.00 X           0 0 0
(9) JOHN KOSTISHACK
BOARD MEMBER
 1.00 X           0 0 0
(10) KHANH NGUYEN
BOARD MEMBER
 1.00 X           0 0 0
(11) ALICIA PHILLIPS
BOARD MEMBER
 1.00 X           0 0 0
(12) SUSAN RAFFO
BOARD MEMBER
 1.00 X           0 0 0
(13) STEVEN RENDEROS
BOARD MEMBER
 1.00 X           0 0 0
(14) DUKE SCHEMPP
BOARD MEMBER
 1.00 X           0 0 0
(15) ANN VIITALA
BOARD MEMBER
 1.00 X           0 0 0
(16) TRISTA HARRIS
EXECUTIVE DIRECTOR
 40.00 X           77,883 0 13,925
(17) JIM SAUDER
OPERATIONS DIRECTOR
 40.00 X           62,652 0 13,428
Form 990 (2010)
Form 990 (2010)
Page 8
Part VII
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)
(A)
Name and Title 		(B)
Average hours per week (describe hours for related organizations in Schedule O) 		(C)
Position (check all that apply) 		(D)
Reportable compensation from the organization (W- 2/1099-MISC) 		(E)
Reportable compensation from related organizations (W- 2/1099-MISC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;


























1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)............MediumBullet 140,535 0 27,353
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 in reportable compensation from the organizationMediumBullet0
Yes
No
3
Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual .............
3
 
No
4
For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................
4
 
No
5
Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person .....
5
 
No
Section B. Independent Contractors
1
Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization.
(A)
Name and business address 		(B)
Description of services 		(C)
Compensation
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 in compensation from the organization MediumBullet0
Form 990 (2010)
Form 990 (2010)
Page 9
Part VIII
Statement of Revenue
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512, 513, or 514
Contributions, gifts, grants and other similar amounts 1a Federated campaigns..1a  
b Membership dues....1b  
c Fundraising events....1c 13,019
d Related organizations...1d  
e Government grants (contributions)1e  
f All other contributions, gifts, grants, and
similar amounts not included above1f 		1,008,800
g Noncash contributions included in lines 1a-1f:$ 25,322
h Total. Add lines 1a-1f.......MediumBullet 1,021,819
Program Service Revenue Business Code
2a
b
c
d
e
f All other program service revenue .        
g Total. Add lines 2a–2f........MediumBullet  
Other Revenue 3 Investment income (including dividends, interest
and other similar amounts).....MediumBullet 5,772     5,772
4 Income from investment of tax-exempt bond proceeds..MediumBullet        
5 Royalties............MediumBullet        
(i) Real (ii) Personal
6a Gross Rents    
b Less: rental expenses    
c Rental income or (loss)    
d Net rental income or (loss).......MediumBullet        
(i) Securities (ii) Other
7a Gross amount from sales of assets other than inventory 846,144  
b Less: cost or other basis and sales expenses 847,882  
c Gain or (loss) -1,738  
d Net gain or (loss)..........MediumBullet -1,738     -1,738
8a Gross income from fundraising events (not including
$ 13,019
of contributions reported on line 1c). See Part IV, line 18 ...
a 25,549
b Less: direct expenses ...b 30,272
c Net income or (loss) from fundraising events..MediumBullet -4,723   -4,723
9a Gross income from gaming activities.
See Part IV, line 19 ...
a  
b Less: direct expenses ...b  
c Net income or (loss) from gaming activities...MediumBullet        
10a Gross sales of inventory, less
returns and allowances .
a  
b Less: cost of goods sold ..b  
c Net income or (loss) from sales of inventory..MediumBullet        
Miscellaneous Revenue Business Code
11a OTHER REVENUE 900,099 743     743
b            
c            
d All other revenue ....        
e Total. Add lines 11a–11d ......MediumBullet 743
12 Total revenue. See Instructions....MediumBullet 1,021,873 0 0 54
Form 990 (2010)
Form 990 (2010)
Page 10
Part IX
Statement of Functional Expenses
Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A) but are not required to complete columns (B), (C), and (D).
Do not include amounts reported on lines 6b,
7b, 8b, 9b, and 10b of Part VIII. 		(A)
Total expenses 		(B)
Program service expenses 		(C)
Management and general expenses 		(D)
Fundraising expenses
1 Grants and other assistance to governments and organizations in the U.S. See Part IV, line 21 524,707 524,707
2 Grants and other assistance to individuals in the U.S. See Part IV, line 22    
3 Grants and other assistance to governments, organizations, and individuals outside the U.S. See Part IV, lines 15 and 16    
4 Benefits paid to or for members    
5 Compensation of current officers, directors, trustees, and key employees .... 180,357 68,803 88,315 23,239
6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....        
7 Other salaries and wages 216,436 153,871 13,354 49,211
8 Pension plan contributions (include section 401(k) and section 403(b) employer contributions) .... 7,738 4,531 1,837 1,370
9 Other employee benefits ....... 23,041 17,930   5,111
10 Payroll taxes ........... 32,462 18,552 7,881 6,029
11 Fees for services (non-employees):        
a Management ......        
b Legal .........        
c Accounting ........... 9,592 5,623 2,274 1,695
d Lobbying ...........        
e Professional fundraising. See Part IV, line 17..    
f Investment management fees ...... 4,864     4,864
g Other .......... 145,574 135,183 1,411 8,980
12 Advertising and promotion ....        
13 Office expenses ....... 20,600 18,474 2,126  
14 Information technology ...... 7,247 4,369 1,649 1,229
15 Royalties ..        
16 Occupancy ........... 35,897 21,165 8,282 6,450
17 Travel ............ 16,463 12,212 2,439 1,812
18 Payments of travel or entertainment expenses for any federal, state, or local public officials ......        
19 Conferences, conventions, and meetings .... 87,664 86,836 828  
20 Interest ...........        
21 Payments to affiliates .......        
22 Depreciation, depletion, and amortization ..... 4,067 2,410 931 726
23 Insurance .............. 4,687 2,748 1,111 828
24 Other expenses. Itemize expenses not covered above. (Expenses grouped together and labeled miscellaneous may not exceed 5% of total expenses shown on line 25 below.)
a MEMBERSHIPS 17,088 9,845 3,577 3,666
b OTHER 4,970 4,717 253 0
c
d
e
f All other expenses        
25 Total functional expenses. Add lines 1 through 24f 1,343,454 1,091,976 136,268 115,210
26 Joint costs. Check here MediumBullet if following
SOP 98-2 (ASC 958-720). Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation 		73,474 43,087 0 30,387
Form 990 (2010)
Form 990 (2010)
Page 11
Part X Balance Sheet
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash—non-interest-bearing ..........   1  
2 Savings and temporary cash investments ....... 452,635 2 392,536
3 Pledges and grants receivable, net ......... 237,113 3 144,424
4 Accounts receivable, net ......... 1,831 4 8,004
5 Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
Schedule L ..........   5  
6 Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
Schedule L ..........   6  
7 Notes and loans receivable, net .............   7  
8 Inventories for sale or use ..............   8  
9 Prepaid expenses and deferred charges ............ 7,723 9 10,137
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 259,197
b Less: accumulated depreciation. ..... 10b 251,903 11,361 10c 7,294
11 Investments—publicly traded securities .......... 274,592 11 142,950
12 Investments—other securities. See Part IV, line 11 ...... 1,668,576 12 1,905,590
13 Investments—program-related. See Part IV, line 11 .. 200,000 13 450,000
14 Intangible assets .........   14  
15 Other assets. See Part IV, line 11 ........... 682,531 15 805,231
16 Total assets. Add lines 1 through 15 (must equal line 34)... 3,536,362 16 3,866,166
Liabilities 17 Accounts payable and accrued expenses . 45,192 17 42,320
18 Grants payable .......... 10,000 18 20,000
19 Deferred revenue ..........   19  
20 Tax-exempt bond liabilities ..........   20  
21 Escrow or custodial account liability. Complete Part IV of Schedule D.. 1,012 21 286
22 Payables to current and former officers, directors, trustees, key
employees, highest compensated employees, and disqualified
persons. Complete Part II of Schedule L..........   22  
23 Secured mortgages and notes payable to unrelated third parties ..   23  
24 Unsecured notes and loans payable to unrelated third parties ....   24  
25 Other liabilities. Complete Part X of Schedule D..... 2,207 25 13,572
26 Total liabilities. Add lines 17 through 25..... 58,411 26 76,178
Net Assets or Fund Balance Organizations that follow SFAS 117, check here MediumBullet and complete lines 27 through 29, and lines 33 and 34.
27 Unrestricted net assets ..... -566,710 27 -80,370
28 Temporarily restricted net assets ..... 314,541 28 136,341
29 Permanently restricted net assets ..... 3,730,120 29 3,734,017
Organizations that do not follow SFAS 117, check here MediumBullet and complete lines 30 through 34.
30 Capital stock or trust principal, or current funds .....   30  
31 Paid-in or capital surplus, or land, building or equipment fund .....   31  
32 Retained earnings, endowment, accumulated income, or other funds   32  
33 Total net assets or fund balances ..... 3,477,951 33 3,789,988
34 Total liabilities and net assets/fund balances ..... 3,536,362 34 3,866,166
Form 990 (2010)
Form 990 (2010)
Page 12
Part XI
Reconcilliation of Net Assets
Check if Schedule O contains a response to any question in this Part XI . . . . . . . . . .
1
Total revenue (must equal Part VIII, column (A), line 12) . . .
1
1,021,873
2
Total expenses (must equal Part IX, column (A), line 25) . . . . .
2
1,343,454
3
Revenue less expenses. Subtract line 2 from line 1 . . . .
3
-321,581
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) . .
4
3,477,951
5
Other changes in net assets or fund balances (explain in Schedule O) . . . .
5
633,618
6
Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equal Part X, line 33, column (B)) . . . . . .
6
3,789,988
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response to any question in this Part XII . . . . . . . . . .
Yes
No
1
Accounting method used to prepare the Form 990:  
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?..
2a
 
No
b
Were the organization’s financial statements audited by an independent accountant?........
2b
Yes
 
c
If “Yes,” to 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O............................
2c
Yes
 
d
If “Yes” to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a separate basis, consolidated basis, or both:
3a
As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? ................
3a
 
No
b
If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits. ..
3b
 
 
Form 990 (2010)
Additional Data


Software ID:  
Software Version:  
Form 990, Special Condition Description:
Special Condition Description
SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service
Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
right arrow Attach to Form 990 or Form 990-EZ. right arrow See separate instructions.
OMB No. 1545-0047
2010
Open to Public
Inspection
Name of the organization
HEADWATERS FOUNDATION FOR JUSTICE
 
Employer identification number

36-3359386
Part I
Reason for Public Charity Status (All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% 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). (Complete Part III.)
10
11
e
f
g
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization? ................
11g(i)
 
 
(ii) a family member of a person described in (i) above? ......................
11g(ii)
 
 
(iii) a 35% controlled entity of a person described in (i) or (ii) above? ................
11g(iii)
 
 
h
(i)
Name of supported organization 		(ii)
EIN 		(iii)
Type of organization (described on lines 1- 9 above or IRC section (see instructions)) 		(iv)
Is the organization in col. (i) listed in your governing document? 		(v)
Did you notify the organization in col. (i) of your support? 		(vi)
Is the organization in col. (i) organized in the U.S.? 		(vii)
Amount of support?
Yes No Yes No Yes No
Total                  

For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in) (a) 2006 (b) 2007 (c) 2008 (d) 2009 (e) 2010 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .... 1,196,195 1,089,124 1,091,083 912,582 1,021,819 5,310,803
2 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......            
3 The value of services or facilities furnished by a governmental unit to the organization without charge..            
4 Total. Add lines 1 through 3.. 1,196,195 1,089,124 1,091,083 912,582 1,021,819 5,310,803
5 The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..           1,759,694
6 Public Support. Subtract line 5 from line 4.           3,551,109
Section B. Total Support
Calendar year(or fiscal year beginning in) (a) 2006 (b) 2007 (c) 2008 (d) 2009 (e) 2010 (f) Total
7 Amounts from line 4.. 1,196,195 1,089,124 1,091,083 912,582 1,021,819 5,310,803
8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. 54,672 46,188 19,839 7,122 5,772 133,593
9 Net income from unrelated business activities, whether or not the business is regularly carried on..            
10 Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..     471 425 743 1,639
11 Total support (Add lines 7 through 10).           5,446,035
12
12
611,512
13
Section C. Computation of Public Support Percentage
14
14
65.210 %
15
15
52.060 %
16a
b
17a
b
18
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in) (a) 2006 (b) 2007 (c) 2008 (d) 2009 (e) 2010 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .            
2 Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......            
3 Gross receipts from activities that are not an unrelated trade or business under section 513..            
4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...            
5 The value of services or facilities furnished by a governmental unit to the organization without charge..            
6 Total. Add lines 1 through 5.            
7a Amounts included on lines 1, 2, and 3 received from disqualified persons...            
b Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.            
c Add lines 7a and 7b..            
8 Public Support (Subtract line 7c from line 6.)            
Section B. Total Support
Calendar year (or fiscal year beginning in) (a) 2006 (b) 2007 (c) 2008 (d) 2009 (e) 2010 (f) Total
9 Amounts from line 6...            
10a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..            
b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.            
c Add lines 10a and 10b.            
11 Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.            
12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)            
13 Total support (Add lines 9, 10c, 11 and 12.).            
14
Section C. Computation of Public Support Percentage
15
15
 
16
16
 
Section D. Computation of Investment Income Percentage
17
17
 
18
18
 
19a
b
20
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 4
Part IV
Supplemental Information. Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
 
Explanation
SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: OTHER INCOME
 
 
 
Schedule A (Form 990 or 990-EZ) 2010

Additional Data


Software ID:  
Software Version:  
Schedule B
(Form 990, 990-EZ,
or 990-PF)
Department of the Treasury
Internal Revenue Service
Schedule of Contributors
Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
OMB No. 1545-0047
2010
Name of organization
HEADWATERS FOUNDATION FOR JUSTICE
 
Employer identification number

36-3359386
Organization type (check one):
Filers of:
Section:
Form 990 or 990-EZ





Form 990-PF




Check if your organization is covered by the General Rule or a Special Rule.  
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
General Rule—
Special Rules
......................... Arrow Bullet   $    
Caution. An Organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990, or check the box in the heading of its
Form 990-EZ, or on line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).
For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.
Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2010)

Schedule B (Form 990, 990-EZ, or 990-PF) (2010)
Page 1 of 1 of Part I
Name of organization
HEADWATERS FOUNDATION FOR JUSTICE
  		Employer identification number

36-3359386
Part I
Contributors (see Instructions)
     
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Aggregate contributions		 (d)
Type of contribution
RESTRICTED
RESTRICTED
 

     
RESTRICTED
RESTRICTED  
RESTRICTED, RESTRICTED   RESTRICTED

$RESTRICTED




(Complete Part II if there is
a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Aggregate contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  




(Complete Part II if there is
a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Aggregate contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  




(Complete Part II if there is
a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Aggregate contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  




(Complete Part II if there is
a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Aggregate contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  




(Complete Part II if there is
a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Aggregate contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  




(Complete Part II if there is
a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Schedule B (Form 990, 990-EZ, or 990-PF) (2010)
Page 1 of 1 of Part II
Name of organization
HEADWATERS FOUNDATION FOR JUSTICE
  		Employer identification number

36-3359386
Part II
Noncash Property (see Instructions)
     
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Schedule B (Form 990, 990-EZ, or 990-PF) (2010)
Page 1 of 1 of Part III
Name of organization
HEADWATERS FOUNDATION FOR JUSTICE
  		Employer identification number

36-3359386
Part III
Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
aggregating more than $1,000 for the year. (Complete columns (a) through (e) and the following line entry.)
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet $  
(a) No.
from
Part I		 (b)
Purpose of gift		 (c)
Use of gift		 (d)
Description of how gift is held
 
(e)
Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
       
 
(a) No.
from
Part I		 (b)
Purpose of gift		 (c)
Use of gift		 (d)
Description of how gift is held
 
(e)
Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
       
 
(a) No.
from
Part I		 (b)
Purpose of gift		 (c)
Use of gift		 (d)
Description of how gift is held
 
(e)
Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
       
 
(a) No.
from
Part I		 (b)
Purpose of gift		 (c)
Use of gift		 (d)
Description of how gift is held
 
(e)
Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
       
 
Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Additional Data


Software ID:  
Software Version:  
SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service
Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet Complete if the organization is described below.
SchCMd Bullet Attach to Form 990 or Form 990-EZ. SchCMd Bullet See separate instructions.
OMB No. 1545-0047
2010
Open to Public
Inspection
If the organization answered “Yes,” to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet Section 527 organizations: Complete Part I-A only.
If the organization answered “Yes,” to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)) Complete Part II-A. Do not complete Part II-B.
Round Bullet Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered “Yes,” to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35a (Proxy Tax), then
Round Bullet Section 501(c)(4), (5), or (6) organizations: Complete Part III.
Name of the organization
HEADWATERS FOUNDATION FOR JUSTICE
 
Employer identification number

36-3359386
Part I-A
Complete if the organization is exempt under section 501(c) or is a section 527 organization.

1
Provide a description of the organization's direct and indirect political campaign activities on behalf of or in opposition to candidates for public office in Part IV.
2
Political expenditures ....................................SchCMd Bullet
$ 0
3
Volunteer hours ........................................
0

Part I-B
Complete if the organization is exempt under section 501(c)(3).
1
Enter the amount of any excise tax incurred by the organization under section 4955 .........SchCMd Bullet
$ 0
2
Enter the amount of any excise tax incurred by organization managers under section 4955 ......SchCMd Bullet
$ 0
3
If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............
4a
Was a correction made? .........................................
b
If "Yes," describe in Part IV.
Part I-C
Complete if the organization is exempt under section 501(c) except section 501(c)(3).
1
Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet
$  
2
Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt funtion activities ....................................SchCMd Bullet

$  
3
Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b..SchCMd Bullet

$  
4
Did the filing organization file Form 1120-POL for this year? ..........................
5
Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.
(a) Name (b) Address (c) EIN (d) Amount paid from filing organization's funds. If none, enter -0-. (e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.










For Privacy Act and Paperwork Reduction Act Notice, see the instructions for Form 990.
Cat. No. 50084S
Schedule C (Form 990 or 990-EZ) 2010

Schedule C (Form 990 or 990-EZ) 2010
Page 2
Part II-A
Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).
A Check
B Check
Limits on Lobbying Expenditures
(The term "expenditures" means amounts paid or incurred.) 		(a) Filing
Organization's
Totals 		(b) Affiliated Group
Totals
1a Total lobbying expenditures to influence public opinion (grass roots lobbying) ...... 7,900  
b Total lobbying expenditures to influence a legislative body (direct lobbying) ....... 6,000  
c Total lobbying expenditures (add lines 1a and 1b) ................... 13,900  
d Other exempt purpose expenditures ........................ 1,214,344  
e Total exempt purpose expenditures (add lines 1c and 1d) ............... 1,228,244  
f Lobbying nontaxable amount. Enter the amount from the following table in both
columns.		 197,824  
  If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:    
  Not over $500,00020% of the amount on line 1e.    
  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.    
  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.    
       
g Grassroots nontaxable amount (enter 25% of line 1f) ................. 49,456  
h Subtract line 1g from line 1a. If zero or less, enter -0-. ................ 0  
i Subtract line 1f from line 1c. If zero or less, enter -0-. ................ 0  
j If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting
section 4911 tax for this year? ......................................

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 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
  Calendar year (or fiscal year
beginning in) 		(a) 2007 (b) 2008 (c) 2009 (d) 2010 (e) Total
             
2a Lobbying non-taxable amount 230,785 181,853 179,198 197,824 789,660
             
b Lobbying ceiling amount
(150% of line 2a, column(e)) 		        1,184,490
             
c Total lobbying expenditures 50,100 15,000 11,000 13,900 90,000
             
d Grassroots non-taxable amount 57,696 45,463 44,800 49,456 197,415
             
e Grassroots ceiling amount
(150% of line 2d, column (e))		         296,123
             
f Grassroots lobbying expenditures 45,500 7,000 6,000 7,900 66,400
Schedule C (Form 990 or 990-EZ) 2010


Schedule C (Form 990 or 990-EZ) 2010
Page 3
Part II-B
Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).
(a)
Yes
No
(b)
Amount
1
During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any 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 1c through 1i)? ....
 
 
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 similar means? ......
 
 
 
i
Other activities? If "Yes," describe in Part IV ..........................
 
 
 
j
Total. lines 1c through 1i ...................................
 
2a
Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....
 
 
b
If "Yes," enter the amount of any tax incurred under section 4912 .................
 
c
If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....
 
d
If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......
 
 
Part III-A
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).
Yes
No
1
Were substantially all (90% or more) dues received nondeductible by members? ................
1
 
 
2
Did the organization make only in-house lobbying expenditures of $2,000 or less? ................
2
 
 
3
Did the organization agree to carryover lobbying and political expenditures from the prior year? ..........
3
 
 
Part III-B
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) if BOTH Part III-A, lines 1 and 2 are answered “No” OR if Part III-A, line 3 is answered “Yes”.
1
Dues, assessments and similar amounts from members .....................
1
 
2
Section 162(e) non-deductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).
a
Current year .........................................
2a
 
b
Carryover from last year ....................................
2b
 
c
Total ...........................................
2c
 
3
Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .
3
 
4
If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................
4
 
5
Taxable amount of lobbying and political expenditures (see instructions) ..............
5
 
Part IV
Supplemental Information
Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; and Part ll-B, line 1i.
Also, complete this part for any additional information.
Identifier Return Reference Explanation
Schedule C (Form 990 or 990EZ) 2010

Additional Data


Software ID:  
Software Version:  

SCHEDULE D
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Financial Statements
SchDMd Bullet Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11, or 12.
SchDMd Bullet Attach to Form 990. SchDMd Bullet See separate instructions.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
HEADWATERS FOUNDATION FOR JUSTICE
 
Employer identification number

36-3359386
Part I
Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.
(a) Donor advised funds (b) Funds and other accounts
1 Total number at end of year ....... 19  
2 Aggregate contributions to (during year) ... 106,714  
3 Aggregate grants from (during year) ... 117,006  
4 Aggregate value at end of year ....... 183,325  
5
Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............
6
Did the organization inform all grantees, donors, and donor advisors in writing that grant funds may be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit. ...................................
Part II
Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.
1
Purpose(s) of conservation easements held by the organization (check all that apply).
2
Complete lines 2a–2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.
Held at the End of the Year
a Total number of conservation easements ....................... 2a  
b Total acreage restricted by conservation easements .................. 2b  
c Number of conservation easements on a certified historic structure included in (a) ..... 2c  
d Number of conservation easements included in (c) acquired after 8/17/06 ........ 2d  
3
Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the taxable year SchDMd Bullet  
4
Number of states where property subject to conservation easement is located SchDMd Bullet  
5
Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................
6
Staff and volunteer hours devoted to monitoring, inspecting and enforcing conservation easements during the year SchDMd Bullet  
7
Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year SchDMd Bullet $  
8
Does each conservation easement reported on line 2(d) above satisfy the requirements of section
170(h)(4)(B)(i) and 170(h)(4)(B)(ii)? ....................................
9
In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.
1a
If the organization elected, as permitted under SFAS 116, not to report in its revenue statement and balance sheet works of
art, historical treasures, or other similar assets held for public exhibition, education or research in furtherance of public service,
provide, in Part XIV, the text of the footnote to its financial statements that describes these items.
b
If the organization elected, as permitted under SFAS 116, to report in its revenue statement and balance sheet works of art,
historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service,
provide the following amounts relating to these items:
(i)
Revenues included in Form 990, Part VIII, line 1 ........................SchDMd Bullet $  
(ii)
Assets included in Form 990, Part X ..............................SchDMd Bullet $  
2
If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 relating to these items:
a
Revenues included in Form 990, Part VIII, line 1 ..........................SchDMd Bullet $  
b
Assets included in Form 990, Part X ...............................SchDMd Bullet $  
For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990
Cat. No. 52283D
Schedule D (Form 990) 2010

Schedule D (Form 990) 2010
Page 2
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)
3
Using the organization’s accession and other records, check any of the following that are a significant use of its collection
items (check all that apply):
a
d
b
e
 
c
4
Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIV.
5
During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........
Part IV
Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.
1a
Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................
b
If "Yes," explain the arrangement in Part XIV and complete the following table:
Amount
c Beginning balance ................................. 1c  
d Additions during the year .............................. 1d  
e Distributions during the year ............................. 1e  
f Ending balance ................................... 1f  
2a
Did the organization include an amount on Form 990, Part X, line 21? .....................
b
If “Yes,” explain the arrangement in Part XIV.
Part V
Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.
(a)Current Year (b)Prior Year (c)Two Years Back (d)Three Years Back (e)Four Years Back
1a Beginning of year balance .... 2,810,048 2,614,293 3,319,465
b Contributions ........ 3,897 -32,874 808
c Investment earnings or losses ... 624,370 370,734 -565,740
d Grants or scholarships ..... 143,885 142,105 140,240
e Other expenditures for facilities
and programs ........ 		     
f Administrative expenses ....      
g End of year balance ...... 3,294,430 2,810,048 2,614,293
2
Provide the estimated percentage of the year end balance held as:
a
Board designated or quasi-endowment: SchDMd Bullet0 %
b
Permanent endowment: SchDMd Bullet100.000 %
c
Term endowment: SchDMd Bullet0 %
3a
Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes
No
(i) unrelated organizations ........................
3a(i)
Yes
 
(ii) related organizations ........................
3a(ii)
 
No
b
If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
 
 
4
Describe in Part XIV the intended uses of the organization's endowment funds.
Part VI
Investments—Land, Buildings, and Equipment. See Form 990, Part X, line 10.
Description of investment (a) Cost or other basis (investment) (b)Cost or other basis (other) (c) Accumulated depreciation (d) Book value
1a Land .................      
b Buildings ................        
c Leasehold improvements ............   113,442 113,442 0
d Equipment ................   145,755 138,461 7,294
e Other .................        
Total. Add lines 1a-1e. (Column (d) should equal Form 990, Part X, column (B), line 10(c).)........SchDMdBullet 7,294
Schedule D (Form 990) 2010

Schedule D (Form 990) 2010
Page 3
Part VII
Investments—Other Securities. See Form 990, Part X, line 12.
(a) Description of security or category
(including name of security)		 (b)Book value (c) Method of valuation:
Cost or end-of-year market value
(1)Financial derivatives    
(2)Closely-held equity interests    
(3)Other
(A) CASH AND CASH EQUIVALENTS 		57,327 F

(B) EQUITY MUTUAL FUNDS 		1,848,263 F







Total. (Column (b) should equal Form 990, Part X, col.(B) line 12.)Small Bullet 1,905,590
Part VIII
Investments—Program Related. See Form 990, Part X, line 13.
(a) Description of investment type (b) Book value (c) Method of valuation:
Cost or end-of-year market value
(1) NON-PROFIT ASSISTANCE FUND, MATURES SEPTEMBER 2012 100,000 C
(2) COMMUNITY REINVESTMENT FUND, MATURES SEPTEMBER 2013 100,000 C
(3) COMMUNITY REINVESTMENT FUND, MATURES SEPTEMBER 2014 125,000 C
(4) NON-PROFIT ASSISTANCE FUND, MATURES SEPTEMBER 2015 125,000 C





Total. (Column (b) should equal Form 990, Part X, col.(B) line 13.)Small Bullet 450,000
Part IX
Other Assets. See Form 990, Part X, line 15.
(a) Description (b) Book value
(1) INTEREST IN THE NET ASSETS OF THE MINNEAPOLIS FOUNDATION 805,231








Total. (Column (b) should equal Form 990, Part X, col.(B) line 15.)...........Small Bullet 805,231
Part X
Other Liabilities. See Form 990, Part X, line 25.
1.(a) Description of Liability (b) Amount
Federal Income Taxes  
TENANT SECURITY DEPOSITS 2,207
DEFERRED RENT PAYABLE 11,365







Total. (Column (b) should equal Form 990, Part X, col.(B) line 25.)Small Bullet 13,572
2. Fin 48 (ASC 740) Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC740).
Schedule D (Form 990) 2010

Schedule D (Form 990) 2010
Page 4
Part XI Reconciliation of Change in Net Assets from Form 990 to Financial Statements
1 Total revenue (Form 990, Part VIII, column (A), line 12) .................... 1 1,021,873
2 Total expenses (Form 990, Part IX, column (A), line 25) ..................... 2 1,343,454
3 Excess or (deficit) for the year. Subtract line 2 from line 1 ............. 3 -321,581
4 Net unrealized gains (losses) on investments .......................... 4 633,074
5 Donated services and use of facilities ............................. 5  
6 Investment expenses ................................... 6  
7 Prior period adjustments .................................. 7  
8 Other (Describe in Part XIV) ................................. 8 544
9 Total adjustments (net). Add lines 4 - 8 ............................. 9 633,618
10 Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 ......... 10 312,037
Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1 Total revenue, gains, and other support per audited financial statements ....... 1 1,686,763
2 Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a Net unrealized gains on investments .......... 2a 633,074
b Donated services and use of facilities ......... 2b 1,000
c Recoveries of prior year grants ........... 2c  
d Other (Describe in Part XIV): ............ 2d 30,816
e Add lines 2a through 2d ..................... 2e 664,890
3 Subtract line 2e from line 1..................... 3 1,021,873
4 Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b . 4a  
b Other (Describe in Part XIV): ........... 4b  
c Add lines 4a and 4b....................... 4c 0
5 Total Revenue. Add lines 3 and 4c. (This should equal Form 990, Part I, line 12.) ...... 5 1,021,873
Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1 Total expenses and losses per audited financial statements ............. 1 1,374,726
2 Amounts included on line 1 but not on Form 990, Part IX, line 25:
a Donated services and use of facilities .......... 2a 1,000
b Prior year adjustments .............. 2b  
c Other losses ................ 2c  
d Other (Describe in Part XIV): ............ 2d 30,272
e Add lines 2a through 2d...................... 2e 31,272
3 Subtract line 2e from line 1..................... 3 1,343,454
4 Amounts included on Form 990, Part IX, line 25, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b .. 4a  
b Other (Describe in Part XIV): ............ 4b  
c Add lines 4a and 4b....................... 4c 0
5 Total expenses. Add lines 3 and 4c. (This should equal Form 990, Part I, line 18.) ...... 5 1,343,454
Part XIV
Supplemental Information
Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.
Identifier Return Reference Explanation
  PART IV, LINE 2B: HEADWATERS IS THE FISCAL AGENT FOR THE MINNESOTA COUNCIL ON FOUNDATIONS - LGBT FUNDERS GROUP. THIS GROUP IS COMPRISED OF MINNESOTA BASED FOUNDATIONS THAT SUPPORT LGBT NONPROFITS. THEIR GOAL IS TO INSPIRE AND SUPPORT THE MINNESOTA FUNDING COMMUNITY TO BE INDIVIDUAL AND ORGANIZATIONAL LEADERS, AND ADVOCATES, AND INVESTORS IN OUR GLOBAL VISION OF EQUALITY AND FULL INTEGRATION FOR LGBT PERSONS AND ISSUES.
DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: THE ORGANIZATION MAINTAINS THE ENDOWMENT TO SUPPORT GENERAL OPERATIONS AND FUND GRANTMAKING FOR THE BENEFIT OF INDIGENOUS LEAD GROUPS IN MINNESOTA AND WISCONSIN.
PART XI, LINE 8 - OTHER ADJUSTMENTS:   DECREASE IN ALLOWANCE FOR UNCOLLECTIBLE PLEDGES 544.
PART XII, LINE 2D - OTHER ADJUSTMENTS:   DECREASE IN ALLOWANCE FOR UNCOLLECTIBLE PLEDGES 544. SPECIAL EVENT EXPENSES 30,272.
PART XIII, LINE 2D - OTHER ADJUSTMENTS:   SPECIAL EVENT EXPENSES 30,272.
Schedule D (Form 990) 2010

Additional Data


Software ID:  
Software Version:  




SCHEDULE G
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Supplemental Information Regarding
Fundraising or Gaming Activities
Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19,
or if the organization entered more than $15,000 on Form 990-EZ, line 6a.
right arrow Attach to Form 990 or Form 990-EZ. right arrow See separate instructions.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
HEADWATERS FOUNDATION FOR JUSTICE
 
Employer identification number

36-3359386
Part I
Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17.
1
Indicate whether the organization raised funds through any of the following activities. Check all that apply.
a e
b f
c g
d
2a
Did the organization have a written or oral agreement with any individual (including officers, directors, trustees
or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?
b
If “Yes,” list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization. Form 990-EZ filers are not required to complete this table.
(i) Name and address of individual
or entity (fundraiser) 		(ii) Activity (iii) Did fundraiser have custody or control of contributions? (iv) Gross receipts
from activity 		(v) Amount paid to
(or retained by)
fundraiser listed in
col. (i) 		(vi) Amount paid to
(or retained by)
organization
Yes No
Total .................right arrow      
3
List all states in which the organization is registered or licensed to solicit funds or has been notified it is exempt from registration or licensing.
For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50083H
Schedule G (Form 990 or 990-EZ) 2010
Schedule G (Form 990 or 990-EZ) 2010
Page 2
Part II
Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 on Form 990-EZ, line 6a. List events with gross receipts greater than $5,000.
(a) Event #1

ALLIES FOR JUSTICE DINNER
(event type) 		(b) Event #2

 
(event type) 		(c) Other Events

  
(total number) 		(d) Total Events
(Add col. (a) through col. (c))
VerticalRevenue 1 Gross receipts . . . 38,568     38,568
2 Less: Charitable
contributions . . . 		13,019     13,019
3 Gross income (line 1
minus line 2) . . . 		25,549     25,549
VerticalDirectExpenses 4 Cash prizes . . .        
5 Non-cash prizes . .        
6 Rent/facility costs . . 4,418     4,418
7 Food and beverages . . 15,558     15,558
8 Entertainment . . . 900     900
9 Other direct expenses . 9,396     9,396
10 Direct expense summary. Add lines 4 through 9 in column (d) ........... right arrow 30,272
11 Net income summary. Combine lines 3 and 10 in column (d)............ right arrow -4,723
Part III
Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.
VerticalRevenue (a) Bingo (b) Pull tabs/Instant
bingo/progressive bingo 		(c) Other gaming (d) Total gaming (Add col. (a) through col. (c))
1 Gross revenue . . . .        
VerticalDirectExpenses 2 Cash prizes . . . .        
3 Non-cash prizes . . .        
4 Rent/facility costs . . .        
5 Other direct expenses . .        
6 Volunteer labor . . .
 
 
 
7 Direct expense summary. Add lines 2 through 5 in column (d) ........... right arrow  
8 Net gaming income summary. Combine lines 1 and 7 in column (d) .......... right arrow  
9
Enter the state(s) in which the organization operates gaming activities:
a
Is the organization licensed to operate gaming activities in each of these states? ............
b
If "No," Explain:
 
10a
Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....
b
If "Yes," Explain:
 
11
Does the organization operate gaming activities with nonmembers? .................
12
Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity
formed to administer charitable gaming? ...........................
Schedule G (Form 990 or 990-EZ) 2010
Schedule G (Form 990 or 990-EZ) 2010
Page 3
13
Indicate the percentage of gaming activity operated in:
a
The organization's facility ......................
13a
 
b
An outside facility ........................
13b
 
14
Provide the name and address of the person who prepares the organization's gaming/special events books and records:
Name right arrow
Address right arrow
15a
Does the organization have a contract with a third party from whom the organization receives gaming
revenue? ......................................
b
If "Yes," enter the amount of gaming revenue received by the organization right arrow $   and the
amount of gaming revenue retained by the third party right arrow $   .
c
If "Yes," enter name and address:
Name right arrow
Address right arrow
 
 
16
Gaming manager information:
Name right arrow
Gaming manager compensation right arrow $  
Description of services provided right arrow
 
17
Mandatory distributions:
a
Is the organization required under state law to make charitable distributions from the gaming proceeds to
retain the state gaming license? ............................
b
Enter the amount of distributions required under state law distributed to other exempt organizations or spent
in the organization's own exempt activities during the tax year right arrow$  
Part IV
Complete this part to provide additional information for responses to quuestion on Schedule G (see instructions.)
Identifier ReturnReference Explanation
Schedule G (Form 990 or 990-EZ) 2010
Additional Data


Software ID:  
Software Version:  
Schedule I
(Form 990)
Department of the Treasury
Internal Revenue Service
Grants and Other Assistance to Organizations,
Governments and Individuals in the United States
Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet Attach to Form 990
OMB No. 1545-0047
2010
Open to Public
Inspection
Name of the organization
HEADWATERS FOUNDATION FOR JUSTICE
 
Employer identification number
36-3359386
Part I
General Information on Grants and Assistance
1
Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................
2
Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.
Part II
Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21 for any recipient that received more than $5,000. Check this box if no one recipient received more than $5,000. Use
Part IV and Schedule I-1 (Form 990) if additional space is needed ......................... lBullet
(a) Name and address of organization
or government		 (b) EIN (c) IRC Code section
if applicable		 (d) Amount of cash grant (e) Amount of non-cash
assistance		 (f) Method of valuation
(book, FMV, appraisal,
other)		 (g) Description of
non-cash assistance		 (h) Purpose of grant
or assistance
(1) AFRICANAFRICAN AMERICAN LAAMPP COHORT2801 21ST AVENUE SOUTH STE 132B
MINNEAPOLIS,MN55407 		  38,981   N/A N/A PROJECT SUPPORT
(2) ALLIANCE FOR METROPOLITAN STABILITY2525 EAST FRANKLIN AVENUE STE 200
MINNEAPOLIS,MN55406 		41-1977419 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(3) AMAZEPO BOX 17417
MINNEAPOLIS,MN55417 		41-1972162 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(4) AMERICAN INDIAN LAAMPP COHORT2801 21ST AVENUE SOUTH STE 132B
MINNEAPOLIS,MN55407 		  34,138   N/A N/A PROJECT SUPPORT
(5) ASIAN AMERICANS AND PACIFIC ISLANDERS LAAMPP COHORT2801 21ST AVENUE SOUTH STE 132B
MINNEAPOLIS,MN55407 		  20,532   N/A N/A PROJECT SUPPORT
(6) BODY WISDOM2273 TELEGRAPH AVENUE
OAKLAND,CA94612 		94-3153475 501(C)(3) 5,000   N/A N/A GENERAL SUPPORT
(7) CENTER FOR EARTH ENERGY AND DEMOCRACY IATP2105 FIRST AVENUE SOUTH
MINNEAPOLIS,MN55404 		36-3501938 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(8) CENTRO CAMPESINO216 NORTH OAK AVENUE
OWATONNA,MN55060 		41-1945775 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(9) CENTRO DE TRABAJADORES UNIDOS EN LA LUCHA2511 EAST FRANKLIN AVENUE
MINNEAPOLIS,MN55407 		20-0572836 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(10) CHICANO-LATINO LAAMPP COHORT2801 21ST AVENUE SOUTH STE 132B
MINNEAPOLIS,MN55407 		  41,058   N/A N/A PROJECT SUPPORT
(11) CHILD CARE WORKS212 2ND STREET SOUTHEAST STE 116
MINNEAPOLIS,MN55414 		41-1961588 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(12) COMMUNITIES UNITED AGAINST POLICE BRUTALITY3100 16TH AVENUE SOUTH
MINNEAPOLIS,MN55407 		  10,000   N/A N/A GENERAL SUPPORT
(13) CROSSINGBARRIERS450 SYNDICATE STREET NORTH STE 45
ST PAUL,MN55104 		41-0883443 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(14) DAKOTA WICOHANPO BOX 2
MORTON,MN56270 		42-1552956 501(C)(3) 20,000   N/A N/A GENERAL SUPPORT
(15) GRASSROOTS POLICY PROJECT11 ARLINGTON STREET
BOSTON,MA02116 		52-1846313 501(C)(3) 5,000   N/A N/A GENERAL SUPPORT
(16) HARRISON NEIGHBORHOOD ASSOCIATION503 IRVING AVENUE NORTH STE 100
MINNEAPOLIS,MN55405 		41-1490425 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(17) JEWISH COMMUNITY ACTION2375 UNIVERSITY AVENUE W STE 150
ST PAUL,MN55114 		41-1830619 501(C)(3) 8,000   N/A N/A GENERAL SUPPORT
(18) JUST EQUITYC/O ASANDC 77 UNIVERSITY AVENUE
ST PAUL,MN55104 		41-1432372 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(19) LA ASAMBLEA DE DERECHOS CIVILES3500 38TH AVENUE SOUTH
MINNEAPOLIS,MN55406 		27-1350278 501(C)(3) 5,000   N/A N/A GENERAL SUPPORT
(20) LAURA JEFFREY ACADEMY1550 SUMMIT AVENUE
ST PAUL,MN55105 		20-0901562 501(C)(3) 9,000   N/A N/A GENERAL SUPPORT
(21) LGBTQ LAAMPP COHORT2801 21ST AVENUE SOUTH STE 132B
MINNEAPOLIS,MN55407 		  21,007   N/A N/A PROJECT SUPPORT
(22) MAIN STREET PROJECTPO BOX 80066
MINNEAPOLIS,MN55408 		20-1788275 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(23) MINNESOTA UNIVERSAL HEALTH CARE COALITION2469 UNIVERSITY AVENUE WEST
ST PAUL,MN55114 		41-2221445 501(C)(3) 5,000   N/A N/A GENERAL SUPPORT
(24) NATIVE AMERICAN COMMUNITY DEVELOPMENT INSTITUTE1414 EAST FRANKLIN AVENUE
MINNEAPOLIS,MN55404 		41-2117257 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(25) NATIVE VOTE ALLIANCE OF MINNESOTAMCT HEADQUARTER BUILDING
CASS LAKE,MN56633 		20-4837029 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(26) NEIGHBORHOODS ORGANIZING FOR CHANGE MINNESOTA3318 EAST LAKE STREET 4
MINNEAPOLIS,MN55406 		27-1408866 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(27) ORGANIZING APPRENTICESHIP PROJECT (OAP)2525 EAST FRANKLIN AVENUE STE 301
MINNEAPOLIS,MN55406 		41-1750116 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(28) OUTFRONT MINNESOTA COMMUNITY SERVICES310 EAST 38TH STREET STE 204
MINNEAPOLIS,MN55409 		36-3550489 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(29) TAKEACTION MINNESOTA1821 UNIVERSITY AVENUE W STE S137
ST PAUL,MN55104 		20-3338691 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(30) TRANS YOUTH SUPPORT NETWORKPO BOX 7625
MINNEAPOLIS,MN55407 		41-1972162 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(31) WAADOOKODAADING OJIBWE LANGUAGE IMMERSION SCHOOLPO BOX 860
HAYWARD,WI54843 		39-2034477 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(32) WATERLEGACYPO BOX 2472
INVER GROVE,MN55076 		26-3999186 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(33) WELFARE RIGHTS COMMITTEEPO BOX 7266
MINNEAPOLIS,MN55407 		41-1718790 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(34) WEST SIDE CITIZENS ORGANIZATION127 WINIFRED STREET WEST
ST PAUL,MN55107 		23-7447142 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(35) WHITE EARTH LAND RECOVERY PROJECTPO BOX 97
CALLAWAY,MN56521 		41-1673625 501(C)(3) 10,000   N/A N/A GENERAL SUPPORT
(36) WI TRIBAL LANGUAGE CONSORTIUMUWSP NATIVE AMERICAN CENTER
STEVENS POINT,WI54481 		36-1608598 501(C)(3) 10,000   N/A N/A WI TRIBAL LANGUAGES NEEDS ANALYSIS
(37) WOMEN'S ENVIRONMENTAL INSTITUTEPO BOX 128
NORTH BRANCH,MN55056 		20-0312344 501(C)(3) 7,500   N/A N/A GENERAL SUPPORT
2
Enter total number of section 501(c)(3) and government organizations ......................... Bullet Image
31
3
Enter total number of other organizations ................................ . Bullet Image
6
For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50055P
Schedule I (Form 990) 2010

Schedule I (Form 990) 2010
Page 2
Part III
Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Use Schedule I-1 (Form 990) if additional space is needed.
(a)Type of grant or assistance (b)Number of
recipients		 (c)Amount of
cash grant		 (d)Amount of
non-cash assistance		 (e)Method of valuation (book,
FMV, appraisal, other)		 (f)Description of non-cash assistance













Part IV
Supplemental Information. Complete this part to provide the information required in Part I, line 2, and any other additional information.
Identifier Return Reference Explanation
PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: WITH AN INITIAL APPLICATION, GROUPS MUST SUPPLY A COPY OF THE DETERMINATION LETTER, A LIST OF BOARD MEMBERS, BUDGET AND FINANCIAL INFORMATION, AND A WRITTEN NARRATIVE PROPOSAL ABOUT THE PROJECT. IF AN AWARD IS MADE, GROUPS MUST SIGN A GRANT AGREEMENT INDICATING THE TERMS OF THE GRANT AND REPORTING REQUIREMENTS. GROUPS MUST ALSO PROVIDE EVIDENCE OF CURRENT REGISTRATION WITH THE MINNESOTA ATTORNEY GENERAL'S CHARITY DIVISION. IF FUNDS ARE DISTRIBUTED TO A FISCAL AGENT, A LETTER IS REQUIRED FROM THAT ORGANIZATION INDICATING THE ORGANIZATION'S WILLINGNESS TO SERVE IN THAT CAPACITY. ORGANIZATIONS RECEIVING FUNDING ARE REQUIRED TO SUMBIT A FINAL REPORT ONE YEAR AFTER FUNDS WERE RECEIVED. ORGANIZATIONS THAT WERE FUNDED IN THE PREVIOUS YEAR ARE REQUIRED TO SUBMIT A SIX-MONTH PROGRESS REPORT WITH THEIR CURRENT APPLICATION. ORGANIZATIONS THAT WERE FUNDED PREVIOUSLY MUST HAVE ALL PROGRESS REPORTS SUBMITTED BEFORE ANY ADDITIONAL DOLLARS ARE GRANTED.
Schedule I (Form 990) 2010


Additional Data


Software ID:  
Software Version:  


SCHEDULE M
(Form 990)

Department of the Treasury
Internal Revenue Service
NonCash Contributions
Right pointing arrow large imageComplete if the organization answered "Yes" on Form 990, Part IV, lines 29 or 30.
Right pointing arrow large image Attach to Form 990.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
HEADWATERS FOUNDATION FOR JUSTICE
 
Employer identification number

36-3359386
Part I
Types of Property
(a)
Check if applicable 		(b)
Number of Contributions or items contributed 		(c)
Contribution amounts reported on
Form 990, Part VIII, line 1g 		(d)
Method of determining
contribution amounts
1 Art—Works of art ....        
2 Art—Historical treasures .        
3 Art—Fractional interests ..        
4 Books and publications ..      
5 Clothing and household
goods ....... 		     
6 Cars and other vehicles ..        
7 Boats and planes ....        
8 Intellectual property ...        
9 Securities—Publicly traded . X 8 25,322 AVERAGE OF HIGH/LOW
10 Securities—Closely held stock .        
11 Securities—Partnership, LLC,
or trust interests .... 		       
12 Securities—Miscellaneous ..        
13 Qualified conservation
contribution—Historic
structures ..... 		       
14 Qualified conservation
contribution—Other ... 		       
15 Real estate—Residential .        
16 Real estate—Commercial ..        
17 Real estate—Other ...        
18 Collectibles .....        
19 Food inventory ...        
20 Drugs and medical supplies .        
21 Taxidermy ......        
22 Historical artifacts ....        
23 Scientific specimens ..        
24 Archeological artifacts ...        
25 Other Right pointing arrow large image ( )
26 Other Right pointing arrow large image( )
27 Other Right pointing arrow large image( )
28 Other Right pointing arrow large image ( )
29
Number of Forms 8283 received by the organization during the tax year for contributions
for which the organization completed Form 8283, Part IV, Donee Acknowledgement ...
29
0
Yes
No
30a
During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it
must hold for at least three years from the date of the initial contribution, and which is not required to be used
for exempt purposes for the entire holding period? ..................
30a
 
No
b
If "Yes," describe the arrangement in Part II.
31
Does the organization have a gift acceptance policy that requires the review of any non-standard contributions?
31
Yes
 
32a
Does the organization hire or use third parties or related organizations to solicit, process, or sell non-cash
contributions? ............................
32a
 
No
b
If "Yes," describe in Part II.
33
If the organization did not report revenues in column (c) for a type of property for which column (a) is checked,
describe in Part II.
For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 51227J
Schedule M (Form 990) 2010
Schedule M (Form 990) 2010
Page 2
Part II
Supplemental Information. Complete this part to provide the information required by Part I, lines 30b,
32b, and 33. Also complete this part for any additional information.
Identifier Return Reference Explanation
Schedule M (Form 990) 2010
Additional Data


Software ID:  
Software Version:  
SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2010
Open to Public
Inspection
Name of the organization
HEADWATERS FOUNDATION FOR JUSTICE
 
Employer identification number

36-3359386
Identifier Return Reference Explanation
NEW PROGRAM SERVICES FORM 990, PART III, LINE 2 IN FISCAL YEAR 2011, HEADWATERS WAS CONTRACTED TO OVERSEE AND ADMINISTER COMMUNITY PROJECT FUNDS FOR CLEARWAY MINNESOTA'S LEADERSHIP AND ADVOCACY INSTITUTE TO ADVANCE MINNESOTA'S PARITY FOR PRIORITY POPULATIONS. THE PROJECT FOCUSED ON GRASSROOTS TOBACCO CONTROL EFFORTS AMONG LGBT AND COMMUNITIES OF COLOR, CREATING A GOOD FIT WITH HEADWATERS TRADITIONAL CONSTITUENCY AND APPROACH. HEADWATERS' RESPONSIBILITIES INCLUDED BUDGET MANAGEMENT AND SUBCONTRACTS FOR PROJECT FELLOWS, VENDORS AND CONSULTANTS.
FORM 990, PART VI, SECTION A, LINE 1   THE EXECUTIVE COMMITTEE IS COMPRISED OF THE BOARD OFFICERS AND UP TO TWO AT-LARGE MEMBERS FROM THE BOARD OF DIRECTORS. THE COMMITTEE MAY ACT ON BEHALF OF THE BOARD IF A FULL BOARD MEETING CANNOT REASONABLY BE CONVENED.
FORM 990, PART VI, SECTION A, LINE 4   THE ORGANIZATION'S BYLAWS WERE AMENDED TO REDUCE THE MINIMUM NUMBER OF BOARD MEMBERS TO NINE.
FORM 990, PART VI, SECTION B, LINE 11   THE FINANCE COMMITTEE REVIEWS THE PREPARED FORM 990 AND THEN FORWARDS TO THE FULL BOARD FOR THEIR CONSIDERATION AND APPROVAL.
  FORM 990, PART VI, SECTION B, LINE 12C AS NEW BOARD AND KEY STAFF MEMBERS JOIN THE ORGANIZATION, THEY COMPLETE THE CONFLICT OF INTEREST FORM. EVERY SEPTEMBER, ALL BOARD MEMBERS AND KEY STAFF MEMBERS COMPLETE THE CONFLICT OF INTEREST FORMS. A SUMMARY OF THE CONFLICTS IS GIVEN TO THE BOARD CO-CHAIRS. ANY CONTRACTS OR PAYMENTS MADE TO/WITH DIRECTORS MUST BE APPROVED BY THE BOARD. IF ANY CONFLICT OF INTEREST OR POTENTIAL CONFLICT OF INTEREST ARISES AFTER THE ANNUAL FORM IS FILLED OUT, THE INTERESTED DIRECTOR OR ANY DIRECTOR WITH KNOWLEDGE OF SUCH CONFLICT SHALL CALL IT TO THE ATTENTION OF THE BOARD PRIOR TO BOARD ACTION ON A DECISION INVOLVING THE CONFLICT OF INTEREST. WHEN THERE IS DOUBT AS TO WHETHER A CONFLICT OF INTEREST EXISTS, THE MATTER SHALL BE RESOLVED BY A VOTE OF THE BOARD, EXCLUDING THE PERSON WHO IS THE SUBJECT OF THE POSSIBLE CONFLICT OF INTEREST. IF A CONFLICT OF INTEREST DOES EXIST, THE BOARD MAY STILL AUTHORIZE, APPROVE, OR RATIFY A CONTRACT OR TRANSACTION IN GOOD FAITH BY THE AFFIRMATIVE VOTE OF A MAJORITY OF DIRECTORS; WITH THE CONFLICTED BOARD MEMBER ABSTAINING FROM THE VOTE. THE DIRECTOR WHO HAS A CONFLICT SHALL NOT PARTICIPATE IN THE BOARD'S DISCUSSION OF THE MATTER EXCEPT TO DISCLOSE MATERIAL FACTS AND TO RESPOND TO QUESTIONS. SUCH PERSON SHALL NOT ATTEMPT TO EXERT HIS OR HER PERSONAL INFLUENCE WITH RESPECT TO THE MATTER, EITHER AT OR OUTSIDE THE MEETING. THE DIRECTOR HAVING SUCH A CONFLICT SHALL NOT PARTICIPATE IN THE FINAL DELIBERATION OR DECISION REGARDING THE MATTER UNDER CONSIDERATION AND SHALL RETIRE FROM THE ROOM IN WHICH THE BOARD IS MEETING AFTER PROVIDING THE BOARD WITH ANY AND ALL RELEVANT INFORMATION. ANY DIRECTOR DISCLOSING A CONFLICT OF INTEREST MAY BE COUNTED IN DETERMINING THE PRESENCE OF A QUORUM AT A MEETING OF THE BOARD OR A COMMITTEE THEREOF. THE MINUTES OF THE MEETING OF THE BOARD OR COMMITTEE SHALL REFLECT THAT THE CONFLICT OF INTEREST WAS DISCLOSED AND THAT THE INTERESTED DIRECTOR WAS NOT PRESENT DURING THE FINAL DISCUSSION OR VOTE AND DID NOT VOTE ON THE MATTER.
  FORM 990, PART VI, SECTION B, LINE 15 1. IMPARTIAL DECISION MAKERS - THE COMPENSATION ARRANGEMENT MUST BE APPROVED IN ADVANCE (BEFORE ANY PAYMENT IS MADE) BY THE EXECUTIVE COMMITTEE COMPOSED ENTIRELY OF INDIVIDUALS WHO DO NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT. 2. COMPARABILITY DATA - WHEN THE EXECUTIVE COMMITTEE IS CONSIDERING COMPENSATION OF THE EXECUTIVE DIRECTOR AND OPERATIONS DIRECTOR, IT MUST RELY ON COMPARABILITY DATA THAT DEMONSTRATES THE FAIR VALUE OF THE COMPENSATION IN QUESTION. THIS DATA MAY INCLUDE THE FOLLOWING: - EXPERT COMPENSATION STUDIES BY INDEPENDENT FIRMS; - WRITTEN JOB OFFERS FOR POSITIONS AT SIMILAR ORGANIZATIONS; - DOCUMENTED TELEPHONE CALLS AND EMAILS ABOUT SIMILAR POSITIONS AT BOTH NON-PROFIT AND FOR-PROFIT ORGANIZATIONS; - INFORMATION OBTAINED FROM THE IRS FORM 990 FILINGS OF SIMILAR ORGANIZATIONS; - USE OF SALARY SURVEYS OF THE NONPROFIT AND FOUNDATION WORLD. THE COMPENSATION REVIEW WAS DONE IN JUNE OF 2010 FOR THE EXECUTIVE DIRECTOR, T. HARRIS AND OPERATIONS DIRECTOR, J. SAUDER.
  FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATON MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO PUBLIC UPON REQUEST AND ON THE ORGANIZATION'S WEBSITE.
CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED GAINS ON INVESTMENTS: 633,074. DECREASE IN ALLOWANCE FOR UNCOLLECTIBLE PLEDGES 544. TOTAL TO FORM 990, PART XI, LINE 5: 633,618.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990 or 990-EZ) 2010

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