Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
right arrowDo not enter social security numbers on this form as it may be made public.
right arrowGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0047
2023
Open to Public Inspection
For calendar year 2023, or tax year beginning 01-01-2023 , and ending 12-31-2023
Name of foundation
THE CHARLES BUTT FOUNDATION
 
Number and street (or P.O. box number if mail is not delivered to street address)200 E BASSE RD STE 201
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
SAN ANTONIO, TX782094490
A Employer identification number

90-1548640
B Telephone number (see instructions)

(210) 462-9991
C right arrow
G Check all that apply:

D 1. Foreign organizations, check here............. right arrow
2. Foreign organizations meeting the 85%
test, check here and attach computation ... right arrow
E right arrow
H Check type of organization:
F right arrow
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)right arrow$1,424,547J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 11,124,398
2 Check right arrow.............
3 Interest on savings and temporary cash investments 122,330 122,330 122,330
4 Dividends and interest from securities...      
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 -1,800
b Gross sales price for all assets on line 6a 8,000,000
7 Capital gain net income (from Part IV, line 2)... 0
8 Net short-term capital gain......... 0
9 Income modifications........... 5,955
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......      
12 Total. Add lines 1 through 11........ 11,244,928 122,330 128,285
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 585,111 0 0 585,111
14 Other employee salaries and wages...... 2,871,634 0 0 2,871,634
15 Pension plans, employee benefits....... 986,580 0 0 986,580
16a Legal fees (attach schedule)......... Click to see attachment
List of Attached Documents:
// Content
5,364 0 0 5,364
b Accounting fees (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
25,990 0 0 25,990
c Other professional fees (attach schedule).... Click to see attachment
List of Attached Documents:
// Content
3,010,293 0 0 3,010,293
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment
List of Attached Documents:
// Content
6,608 0 0 6,608
19 Depreciation (attach schedule) and depletion... 151,457 0 0
20 Occupancy.............. 351,203 0 0 351,203
21 Travel, conferences, and meetings....... 1,862,315 0 0 1,862,315
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment
List of Attached Documents:
// Content
805,707 0 0 805,707
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 10,662,262 0 0 10,510,805
25 Contributions, gifts, grants paid....... 10,212,536 10,212,536
26 Total expenses and disbursements. Add lines 24 and 25 20,874,798 0 0 20,723,341
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -9,629,870
b Net investment income (if negative, enter -0-) 122,330
c Adjusted net income (if negative, enter -0-)... 128,285
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2023)
Form 990-PF (2023)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.) 		Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............. 669,840 849,659 849,660
2 Savings and temporary cash investments......... 10,371,426 241,843 241,843
3 Accounts receivable right arrow  
Less: allowance for doubtful accounts right arrow        
4 Pledges receivable right arrow  
Less: allowance for doubtful accounts right arrow        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) right arrow  
Less: allowance for doubtful accounts right arrow        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule).......      
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis right arrow  
Less: accumulated depreciation (attach schedule) right arrow        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 0 Click to see attachment
List of Attached Documents:
// Content
300,000 		300,000
14 Land, buildings, and equipment: basis right arrow40,384
Less: accumulated depreciation (attach schedule) right arrow7,340 27,420 33,044 33,044
15 Other assets (describe right arrow)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 11,068,686 1,424,546 1,424,547
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe right arrow) Click to see attachment
List of Attached Documents:
// Content
35,031 		Click to see attachment
List of Attached Documents:
// Content
14,806
23 Total liabilities (add lines 17 through 22)......... 35,031 14,806
Net Assets or Fund Balances Foundations that follow FASB ASC 958, check here right arrow
and complete lines 24, 25, 29 and 30.
24 Net assets without donor restrictions...........    
25 Net assets with donor restrictions............    
Foundations that do not follow FASB ASC 958, check here right arrow
and complete lines 26 through 30.
26 Capital stock, trust principal, or current funds........ 1,675,333 0
27 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
28 Retained earnings, accumulated income, endowment, or other funds 9,358,322 1,409,740
29 Total net assets or fund balances (see instructions)..... 11,033,655 1,409,740
30 Total liabilities and net assets/fund balances (see instructions). 11,068,686 1,424,546
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............
1
11,033,655
2
Enter amount from Part I, line 27a .....................
2
-9,629,870
3
Other increases not included in line 2 (itemize) right arrowClick to see attachment
List of Attached Documents:
// Content
3
5,955
4
Add lines 1, 2, and 3 ..........................
4
1,409,740
5
Decreases not included in line 2 (itemize) right arrow
5
0
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .
6
1,409,740
Form 990-PF (2023)
Form 990-PF (2023)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.)		 (b)
How acquired
P—Purchase
D—Donation 		(c)
Date acquired
(mo., day, yr.) 		(d)
Date sold
(mo., day, yr.)
1 a PUBLICLY TRADED SECURITIES P    
b
c
d
e
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 8,000,000   8,001,800 -1,800
b
c
d
e
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l)
Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i)
F.M.V. as of 12/31/69 		(j)
Adjusted basis
as of 12/31/69 		(k)
Excess of col. (i)
over col. (j), if any
a       -1,800
b
c
d
e
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 -1,800
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3 -1,800
Part V
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here right arrow and enter “N/A" on line 1. Bracket for line 1a
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions) 1 1,700
b All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 1,700
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 1,700
6 Credits/Payments:
a 2023 estimated tax payments and 2022 overpayment credited to 2023 6a 0
b Exempt foreign organizations—tax withheld at source...... 6b 0
c Tax paid with application for extension of time to file (Form 8868)... 6c 3,500
d Backup withholding erroneously withheld .......... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 3,500
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. 8 0
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......right arrow 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...right arrow 10 1,800
11 Enter the amount of line 10 to be: Credited to 2024 estimated taxright arrow1,800 Refundedright arrow 11 0
Form 990-PF (2023)
Form 990-PF (2023)
Page 4
Part VI-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? See the instructions
for the definition.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. right arrow$ 0(2) On foundation managers.right arrow$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.right arrow$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?.........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
round bullet By language in the governing instrument, or
round bullet By state legislation that effectively amends the governing instrument so that no mandatory directions
that conflict with the state law remain in the governing instrument? ................
6
Yes
 
7
Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
and Part XIV..................................
7
Yes
 
8a
Enter the states to which the foundation reports or with which it is registered (see instructions)
right arrowTX
b
If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
8b
Yes
 
9
Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
or 4942(j)(5) for calendar year 2023 or the taxable year beginning in 2023? See the instructions for Part XIII.
If "Yes," complete Part XIII .............................
9
Yes
 
10
Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
and addresses. ...............................
10
 
No
11
At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
11
 
No
12
Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
advisory privileges? If "Yes," attach statement. See instructions.................
12
 
No
13
Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
13
Yes
 
Website addressright arrowCHARLESBUTTFDN.ORG
14
The books are in care ofright arrowCHARLES H CLINES Telephone no.right arrow (210) 462-9991

Located atright arrow200 E BASSE RD STE 201SAN ANTONIOTX ZIP+4right arrow782094490
15
Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........right arrow
and enter the amount of tax-exempt interest received or accrued during the year ........right arrow
15
 
16 At any time during calendar year 2023, did the foundation have an interest in or a signature or other authority over YesNo
a bank, securities, or other financial account in a foreign country? .................
16   No
See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
country right arrow
Form 990-PF (2023)
Form 990-PF (2023)
Page 5
Part VI-B
Statements Regarding Activities for Which Form 4720 May Be Required
File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
Yes
No
1a
During the year did the foundation (either directly or indirectly):
(1) Engage in the sale or exchange, or leasing of property with a disqualified person? ...........
1a(1)
 
No
(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
a disqualified person? ..............................
1a(2)
 
No
(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? ...........
1a(3)
Yes
 
(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? ............
1a(4)
Yes
 
(5) Transfer any income or assets to a disqualified person (or make any of either available
for the benefit or use of a disqualified person)? ......................
1a(5)
 
No
(6) Agree to pay money or property to a government official? (Exception. Check "No"
if the foundation agreed to make a grant to or to employ the official for a period
after termination of government service, if terminating within 90 days.) ...............
1a(6)
 
No
b
If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ..........
1b
 
No
c
Organizations relying on a current notice regarding disaster assistance check here ........right arrow
d
Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
that were not corrected before the first day of the tax year beginning in 2023? .............
1d
 
No
2
Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
a
At the end of tax year 2023, did the foundation have any undistributed income (Part XII, lines 6d
and 6e) for tax year(s) beginning before 2023?....................
2a
 
No
If "Yes," list the years right arrow20, 20, 20, 20
b
Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
to all years listed, answer "No" and attach statement—see instructions.) ..............
2b
 
 
c
If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
right arrow20, 20, 20, 20
3a
Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
any time during the year? ..............................
3a
 
No
b
If "Yes," did it have excess business holdings in 2023 as a result of (1) any purchase by the foundation
or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
if the foundation had excess business holdings in 2023.) .....................
3b
 
 
4a
Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
4a
 
No
b
Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2023? ..
4b
 
No
Form 990-PF (2023)
Form 990-PF (2023)
Page 6
Part VI-B
Statements Regarding Activities for Which Form 4720 May Be Required (continued)
5a
During the year did the foundation pay or incur any amount to:
Yes
No
(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? ..........
5a(1)
 
No
(2) Influence the outcome of any specific public election (see section 4955); or to carry
on, directly or indirectly, any voter registration drive? ....................
5a(2)
 
No
(3) Provide a grant to an individual for travel, study, or other similar purposes? .............
5a(3)
Yes
 
(4) Provide a grant to an organization other than a charitable, etc., organization described
in section 4945(d)(4)(A)? See instructions ........................
5a(4)
Yes
 
(5) Provide for any purpose other than religious, charitable, scientific, literary, or
educational purposes, or for the prevention of cruelty to children or animals? .............
5a(5)
 
No
b
If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ........
5b
 
No
c
Organizations relying on a current notice regarding disaster assistance check .........right arrow
d
If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
tax because it maintained expenditure responsibility for the grant? .................
5d
Yes
 
If "Yes," attach the statement required by Regulations section 53.4945–5(d). Click to see attachment
List of Attached Documents:
// Content
6a
Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
a personal benefit contract? .............................
6a
 
No
b
Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
6b
 
No
If "Yes" to 6b, file Form 8870.
7a
At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
7a
 
No
b
If "Yes", did the foundation receive any proceeds or have any net income attributable to the transaction? .....
7b
 
 
8
Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
excess parachute payment during the year? .........................
8
 
No
Part VII
Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors
1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
(a) Name and address (b) Title, and average
hours per week
devoted to position 		(c) Compensation
 (If not paid, enter
-0-) 		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
other allowances
CHARLES C BUTT CHAIRMAN, DIRECTOR, MEMBER
0.50 		0 0 0
PO BOX 90389
SAN ANTONIO,TX78209
CHARLES H CLINES - SEE STMT 14 CEO, TREASURER, DIRECTOR
5.00 		75,970 0 0
PO BOX 90389
SAN ANTONIO,TX78209
ELIZABETH LORENZ SECRETARY, DIRECTOR
1.00 		0 0 0
PO BOX 90389
SAN ANTONIO,TX78209
SHARI ALBRIGHT PRESIDENT, DIRECTOR
40.00 		472,932 36,209 0
PO BOX 90389
SAN ANTONIO,TX78209
2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
(a) Name and address of each employee paid more than $50,000 (b) Title, and average
hours per week
devoted to position 		(c) Compensation (d) Contributions to
employee benefit
plans and deferred
compensation 		(e) Expense account,
other allowances
PETRI DARBY VP BRAND, CREATIVE &
40.00 		249,266 72,929 0
PO BOX 90389
SAN ANTONIO,TX78209
TIMOTHY MILLER DIRECTOR OF LEADERSH
40.00 		253,466 62,761 0
PO BOX 90389
SAN ANTONIO,TX78209
AUDREY BOKLAGE VP, LEARNING & IMPAC
40.00 		166,063 70,595 0
PO BOX 90389
SAN ANTONIO,TX78209
BRION OAKS DIRECTOR OF DIVERSIT
40.00 		175,499 46,828 0
PO BOX 90389
SAN ANTONIO,TX78209
JUSTIN HUIE VP PROGRAMS
40.00 		157,347 50,237 0
PO BOX 90389
SAN ANTONIO,TX78209
Total number of other employees paid over $50,000...................right arrow 22
Form 990-PF (2023)
Form 990-PF (2023)
Page 7
Part VII
Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors (continued)
3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
CA GROUP CONSULTING CONSULTING 1,494,250
801 BARTON SPRINGS RD
AUSTIN,TX78704
WESTED CONSULTING 256,281
3020 OLD RANCH PARKWAY SUITE 220
SEAL BEACH,CA90740
AMERICAN INSTITUTES FOR RESEARCH PROGRAM EVALUATION 250,379
1400 CRYSTAL DR 10TH FLOOR
ARLINGTON,VA22202
LEARNING POLICY INSTITUTE CONSULTING 200,000
1530 PAGE MILL ROAD SUITE 250
PALO ALTO,CA94304
LANGER RESEARCH ASSOCIATES CONSULTING 126,756
29 FAIR ST 1724
CARMEL,NY10512
Total number of others receiving over $50,000 for professional services.............right arrow6
Part VIII-A
Summary of Direct Charitable Activities
List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
1 RAISING TEXAS TEACHERS - A STATEWIDE INITIATIVE AIMED AT ENSURING EVERY STUDENT IN TEXAS HAS ACCESS TO AN EFFECTIVE TEACHER BY ELEVATING THE STATUS OF THE TEACHING PROFESSION, IMPROVING TEACHER PREPARATION, AND PROVIDING SCHOLARSHIPS TO ASPIRING TEACHERS. 4,882,780
2 BLENDED LEARNING PROGRAM - AN INITIATIVE SHOWCASING BLENDED LEARNING STRATEGIES FOR IMPROVING STUDENT ACHIEVEMENT ACROSS DIVERSE STUDENT DEMOGRAPHICS AND GEOGRAPHIC REGIONS IN TEXAS, PARTICULARLY AMONG DISTRICTS WITH PERSISTENT ACHIEVEMENT GAPS. THROUGH A STATEWIDE COMPETITIVE APPLICATION PROCESS, TWENTY SCHOOL DISTRICT TEAMS HAVE BEEN SELECTED TO RECEIVE UP TO $300,000 TO IMPLEMENT A BLENDED LEARNING PROGRAM. ADDITIONALLY, THE FOUNDATION WILL PROVIDE INTENSIVE TECHNICAL ASSISTANCE OVER THREE YEARS TO HELP IMPLEMENT THE BLENDED LEARNING PLANS. 3,898,081
3 RAISING SCHOOL LEADERS - A THREE-PRONGED PROGRAM THAT DEVELOPS SCHOOL-BASED LEADERS FROM ACROSS THE STATE OF TEXAS. EACH SUMMER IS SENDS A COHORT OF SCHOOL LEADERS TO AN INTENSE LEADERSHIP DEVELOPMENT PROGRAM AT HARVARD UNIVERSITY IN CAMBRIDGE, MA, ACCOMPANIED AND FACILITATED BY STAFF FROM THE FOUNDATION, WHICH IS THEN MAINTAINED AS A LEARNING COMMUNITY VIRTUALLY FOR THE FOLLOWING ACADEMIC YEAR. IT IS SUPPORTED BY A STATEWIDE LEARNING INTENSIVE CALLED THE LEADERSHIP SYMPOSIUM WHICH BRINGS TOGETHER SCHOOL AND DISTRICT LEADERS STATEWIDE FOR A 3-DAY CONFERENCE OF NEW LEARNING, NETWORKING, AND INNOVATION IN EDUCATION. ADDITIONALLY, IT SUPPORTS ONGOING CONNECTION AND NETWORKING BOTH DIGITALLY AND IN-PERSON THROUGH ALUMNI DEVELOPMENT ACTIVITIES THROUGHOUT THE YEAR FOR THOSE PARTICIPATING IN THE HARVARD PROGRAM. 907,827
4 LEARNING AND IMPACT - CONDUCTS ONGOING RESEARCH INITIATIVES, STRATEGY DEVELOPMENT ACROSS PROGRAMS, EVALUATION DESIGN AND MONITORING OF PROGRAMS. THIS INCLUDES CONDUCTING AND INTERPRETING PUBLIC OPINION POLLING DATA REGARDING EDUCATION IN TEXAS AND THE TEACHING PROFESSION. 556,828
Part VIII-B
Summary of Program-Related Investments (see instructions)
Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
1  
2  
All other program-related investments. See instructions.
3  
Total. Add lines 1 through 3.........................right arrow0
Form 990-PF (2023)
Form 990-PF (2023)
Page 8
Part IX
Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.)
1
Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
purposes:
a
Average monthly fair market value of securities...................
1a
0
b
Average of monthly cash balances.......................
1b
4,335,025
c
Fair market value of all other assets (see instructions)................
1c
300,000
d
Total (add lines 1a, b, and c).........................
1d
4,635,025
e
Reduction claimed for blockage or other factors reported on lines 1a and
1c (attach detailed explanation) .............
1e
0
2
Acquisition indebtedness applicable to line 1 assets..................
2
0
3
Subtract line 2 from line 1d.........................
3
4,635,025
4
Cash deemed held for charitable activities. Enter 1.5% (0.015) of line 3 (for greater amount, see
instructions) .............................
4
69,525
5
Net value of noncharitable-use assets. Subtract line 4 from line 3. ............
5
4,565,500
6
Minimum investment return. Enter 5% (0.05) of line 5................
6
228,275
Part X
Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here right arrow and do not complete this part.)
1
Minimum investment return from Part IX, line 6..................
1
 
2a
Tax on investment income for 2022 from Part V, line 5.......
2a
 
b
Income tax for 2022. (This does not include the tax from Part V.) ...
2b
 
c
Add lines 2a and 2b............................
2c
 
3
Distributable amount before adjustments. Subtract line 2c from line 1............
3
 
4
Recoveries of amounts treated as qualifying distributions................
4
 
5
Add lines 3 and 4............................
5
 
6
Deduction from distributable amount (see instructions).................
6
 
7
Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XII, line 1 ...
7
 
Part XI
Qualifying Distributions (see instructions)
1
Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
a
Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
1a
17,723,341
b
Program-related investments—total from Part VIII-B..................
1b
0
2
Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
purposes...............................
2
 
3
Amounts set aside for specific charitable projects that satisfy the:
a
Suitability test (prior IRS approval required)....................
3a
 
b
Cash distribution test (attach the required schedule) .................
3b
 
4
Qualifying distributions. Add lines 1a through 3b. Enter here and on Part XII, line 4. .......
4
17,723,341
Form 990-PF (2023)
Form 990-PF (2023)
Page 9
Part XII
Undistributed Income (see instructions)
(a)
Corpus 		(b)
Years prior to 2022 		(c)
2022 		(d)
2023
1 Distributable amount for 2023 from Part X, line 7  
2 Undistributed income, if any, as of the end of 2022:
a Enter amount for 2022 only.......  
b Total for prior years:20 , 20, 20  
3 Excess distributions carryover, if any, to 2022:
a From 2018......  
b From 2019......  
c From 2020......  
d From 2021......  
e From 2022......  
f Total of lines 3a through e ........  
4Qualifying distributions for 2023 from Part
XI, line 4: right arrow$  
a Applied to 2022, but not more than line 2a  
b Applied to undistributed income of prior years
(Election required—see instructions)..... 		 
c Treated as distributions out of corpus (Election
required—see instructions)........ 		 
d Applied to 2023 distributable amount.....  
e Remaining amount distributed out of corpus  
5 Excess distributions carryover applied to 2023.    
(If an amount appears in column (d), the
same amount must be shown in column (a).)
6Enter the net total of each column as
indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5  
b Prior years’ undistributed income. Subtract
line 4b from line 2b .......... 		 
c Enter the amount of prior years’ undistributed
income for which a notice of deficiency has
been issued, or on which the section 4942(a)
tax has been previously assessed...... 		 
d Subtract line 6c from line 6b. Taxable amount
—see instructions ........... 		 
e Undistributed income for 2022. Subtract line
4a from line 2a. Taxable amount—see
instructions ............. 		 
f Undistributed income for 2023. Subtract
lines 4d and 5 from line 1. This amount must
be distributed in 2024 .......... 		 
7 Amounts treated as distributions out of
corpus to satisfy requirements imposed by
section 170(b)(1)(F) or 4942(g)(3) (Election may
be required - see instructions) ....... 		 
8 Excess distributions carryover from 2018 not
applied on line 5 or line 7 (see instructions) ... 		 
9 Excess distributions carryover to 2024.
Subtract lines 7 and 8 from line 6a ...... 		 
10 Analysis of line 9:
a Excess from 2019....  
b Excess from 2020....  
c Excess from 2021....  
d Excess from 2022....  
e Excess from 2023....  
Form 990-PF (2023)
Form 990-PF (2023)
Page 10
Part XIII
Private Operating Foundations (see instructions and Part VI-A, question 9)
1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2023, enter the date of the ruling ...... right arrow
 
b Check box to indicate whether the organization is a private operating foundation described in section or
2a Enter the lesser of the adjusted net
income from Part I or the minimum
investment return from Part IX for each
year listed .......... 		Tax year Prior 3 years (e) Total
(a) 2023 (b) 2022 (c) 2021 (d) 2020
128,285 3,669 5,204 37,514 174,672
b 85% (0.85) of line 2a ......... 109,042 3,119 4,423 31,887 148,471
c Qualifying distributions from Part XI,
line 4 for each year listed ..... 		17,723,341 20,421,725 22,897,490 21,332,025 82,374,581
d Amounts included in line 2c not used directly
for active conduct of exempt activities .......... 		1,542,000 2,672,000 9,022,097 6,704,389 19,940,486
e Qualifying distributions made directly
for active conduct of exempt activities.
Subtract line 2d from line 2c .... 		16,181,341 17,749,725 13,875,393 14,627,636 62,434,095
3 Complete 3a, b, or c for the
alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......         0
(2) Value of assets qualifying
under section 4942(j)(3)(B)(i)		         0
b “Endowment" alternative test— enter 2/3
of minimum investment return shown in
Part IX, line 6 for each year listed .. 		152,183 68,706 80,052 357,748 658,689
c “Support" alternative test—enter:
(1) Total support other than gross
investment income (interest,
dividends, rents, payments
on securities loans (section
512(a)(5)), or royalties) .... 		        0
(2) Support from general public
and 5 or more exempt
organizations as provided in
section 4942(j)(3)(B)(iii).... 		        0
(3) Largest amount of support
from an exempt organization		         0
(4) Gross investment income         0
Part XIV
Supplementary Information (Complete this part only if the foundation had $5,000 or more in
assets at any time during the year—see instructions.)
1Information Regarding Foundation Managers:
aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
CHARLES C BUTT
bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
Check here right arrow
aThe name, address, and telephone number or email address of the person to whom applications should be addressed:
bThe form in which applications should be submitted and information and materials they should include:
cAny submission deadlines:
dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:
Form 990-PF (2023)
Form 990-PF (2023)
Page 11
Part XIV
Supplementary Information (continued)
3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient If recipient is an individual,
show any relationship to
any foundation manager
or substantial contributor
 Foundation
status of
recipient 		Purpose of grant or
contribution 		Amount
Name and address (home or business)
aPaid during the year

ALAMO COLLEGES FOUNDATION INC

2222 NORTH ALAMO STREET
SAN ANTONIO,TX78215 		N/A PC ALAMOPROMISE: PARTNERING TO END POVERTY 300,000

ARLINGTON ISD

1141 W PIONEER PARKWAY STE 210
ARLINGTON,TX76013 		N/A GOV RAISING BLENDED LEARNERS 49,831

CENTER FOR APPLIED SCIENCE & TECH NETWORK

200 EAST BASSE ROAD STE 201
SAN ANTONIO,TX78209 		N/A PC RAISING BLENDED LEARNERS 100,000

DEKALB ISD

101 MAPLE ST
DEKALB,TX75559 		N/A GOV RAISING BLENDED LEARNERS 85,567

DENTON ISD

1307 NORTH LOCUST STREET
DENTON,TX76201 		N/A GOV RAISING BLENDED LEARNERS 180,771

DRAPER RICHARDS KAPLAN FOUNDATION

1600 EL CAMINO REAL
MENLO PARK,CA94025 		N/A PC LONE STAR FUND 200,000

EAST CENTRAL ISD

6634 NEW SULPHUR SPRINGS RD
SAN ANTONIO,TX78263 		N/A GOV RAISING BLENDED LEARNERS 93,710

ECTOR COUNTY ISD

802 N SAM HOUSTON
ODESSA,TX78761 		N/A GOV RAISING BLENDED LEARNERS 146,850

EDITORIAL PROJECTS IN EDUCATION

6935 ARLINGTON ROAD
BETHESDA,MD208145233 		N/A PC GENERAL OPERATING SUPPORT 100,000

EDUCATION SERVICE CENTER REGION 12

2101 WEST LOOP 340
WACO,TX76712 		N/A GOV RAISING BLENDED LEARNERS 25,000

EDUCATION SERVICE CENTER REGION 13

5701 SPRINGDALE ROAD
AUSTIN,TX78723 		N/A GOV RAISING BLENDED LEARNERS 100,000

EDUCATION SERVICE CENTER REGION 20

1314 HINES AVENUE
SAN ANTONIO,TX78208 		N/A GOV RAISING BLENDED LEARNERS 100,000

EDUCATION SERVICE CENTER REGION 4

7145 WEST TIDWELL ROAD
HOUSTON,TX77092 		N/A GOV RAISING BLENDED LEARNERS 100,000

EDUCATION SERVICE CENTER REGION 7

1909 NORTH LONGVIEW STREET
KILGORE,TX75662 		N/A GOV RAISING BLENDED LEARNERS 25,000

FLORESVILLE ISD

1200 5TH ST
FLORESVILLE,TX78114 		N/A GOV RAISING BLENDED LEARNERS 123,000

GARLAND ISD

PO BOX 461407
GARLAND,TX750461407 		N/A GOV RAISING BLENDED LEARNERS 94,044

HARLINGEN CISD

407 N 77 SUNSHINE STRIP
HARLINGEN,TX78550 		N/A GOV RAISING BLENDED LEARNERS 100,000

HUTTO ISD

200 COLLEGE ST
HUTTO,TX78634 		N/A GOV RAISING BLENDED LEARNERS 105,983

LAMAR CISD

3911 AVENUE 1
ROSENBERG,TX77471 		N/A GOV RAISING BLENDED LEARNERS 178,420

LEWISVILLE ISD

1565 W MAIN ST
LEWISVILLE,TX75067 		N/A GOV RAISING BLENDED LEARNERS 85,490

NATIONAL POSTSECONDARY STRATEGY INSTITUTE

50 EAST WASHINGTON STREET 410
CHICAGO,IL60602 		N/A PC CONFERENCE 112,000

OUR LADY OF THE LAKE UNIVERSITY

411 SW 24TH ST
SAN ANTONIO,TX78207 		N/A PC GENERAL OPERATING SUPPORT 30,000

OUR LADY OF THE LAKE UNIVERSITY

411 SW 24TH ST
SAN ANTONIO,TX78207 		N/A PC SCHOLAR FUND GRANT 1,000

OUR LADY OF THE LAKE UNIVERSITY

411 SW 24TH ST
SAN ANTONIO,TX78207 		N/A PC SCHOLARSHIPS 200,000

PRAIRIE VIEW A&M UNIVERSITY

PO BOX 519 MS 2400
PRAIRIE VIEW,TX77446 		N/A GOV EMERGING PARTNER INITIATIVE 30,000

RAISE YOUR HAND TEXAS

1005 CONGRESS AVE STE 100
AUSTIN,TX78701 		N/A NC GENERAL OPERATING SUPPORT 3,000,000

RICE UNIVERSITY

PO BOX 1892
HOUSTON,TX772511892 		N/A PC GENERAL OPERATING SUPPORT 10,000

RICE UNIVERSITY

PO BOX 1892
HOUSTON,TX772511892 		N/A PC SCHOLAR FUND GRANT 1,000

RICE UNIVERSITY

PO BOX 1892
HOUSTON,TX772511892 		N/A PC SCHOLARSHIPS 60,000

SA TALENT

112 E PECAN STREET
SAN ANTONIO,TX78205 		N/A PC SA DIGITAL CONNECTS - SA/BEXAR DIGITAL EQUITY PLAN 100,000

SA TALENT

112 EAST PECAN STREET
SAN ANTONIO,TX78205 		N/A PC SA WORKS 300,000

SAM HOUSTON STATE UNIVERSITY

BOX 2506
HUNTSVILLE,TX77340 		N/A GOV GENERAL OPERATING SUPPORT 15,008

SAM HOUSTON STATE UNIVERSITY

BOX 2506
HUNTSVILLE,TX77340 		N/A GOV SCHOLAR FUND GRANT 1,000

SAM HOUSTON STATE UNIVERSITY

BOX 2506
HUNTSVILLE,TX77340 		N/A GOV SCHOLARSHIPS 299,000

SAN ANTONIO REPORT

126 GONZALES STREET
SAN ANTONIO,TX78205 		N/A PC EDUCATION FORUM 5,000

SAN ANTONIO REPORT

126 GONZALES STREET
SAN ANTONIO,TX78205 		N/A PC GENERAL OPERATING SUPPORT 100,000

SAN ANTONIO ZOO

3903 N ST MARYS STREET
SAN ANTONIO,TX78212 		N/A PC ZOO BALL 100,000

SOCORRO ISD

12440 ROJAS DR
EL PASO,TX79928 		N/A GOV GENERAL OPERATING SUPPORT 122,930

SOFT POWER HEALTH

2887 PURCHASE STREET
PURCHASE,NY10577 		N/A PC GENERAL OPERATING SUPPORT 25,000

SOUTHERN METHODIST UNIVERSITY

PO BOX 750259
DALLAS,TX752750259 		N/A PC GENERAL OPERATING SUPPORT 11,300

SOUTHERN METHODIST UNIVERSITY

PO BOX 750259
DALLAS,TX752750259 		N/A PC SCHOLAR FUND GRANT 1,000

SOUTHERN METHODIST UNIVERSITY

PO BOX 750259
DALLAS,TX752750259 		N/A PC SCHOLARSHIPS 116,000

STEPHENVILLE ISD

2655 W OVERHILL DR
STEPHENVILLE,TX76401 		N/A GOV RAISING BLENDED LEARNERS 82,999

TARLETON STATE UNIVERSITY

1333 W WASHINGTON ST T-0290
STEPHENVILLE,TX76401 		N/A GOV EMERGING PARTNER INITIATIVE 50,000

TERRELL ISD

700 N CATHERINE ST
TERRELL,TX75160 		N/A GOV RAISING BLENDED LEARNERS 133,961

TEXAS A&M - CENTRAL TEXAS

1001 LEADERSHIP PLACE
KILLEEN,TX76549 		N/A GOV EMERGING PARTNER INITIATIVE 45,000

TEXAS A&M - COLLEGE STATION SCHOOL OF ED

400 BIZZELL ST
COLLEGE STATION,TX77843 		N/A GOV EMERGING PARTNER INITIATIVE 150,000

TEXAS A&M - COLLEGE STATION SCHOOL OF ED

400 BIZZELL ST
COLLEGE STATION,TX77843 		N/A GOV GENERAL OPERATING SUPPORT 31,248

TEXAS A&M - COLLEGE STATION SCHOOL OF ED

400 BIZZELL ST
COLLEGE STATION,TX77843 		N/A GOV SCHOLAR FUND GRANT 1,000

TEXAS A&M - COLLEGE STATION SCHOOL OF ED

400 BIZZELL ST
COLLEGE STATION,TX77843 		N/A GOV SCHOLARSHIPS 216,000

TEXAS A&M - CORPUS CHRISTI

6300 OCEAN DRIVE UNIT 5818
CORPUS CHRISTI,TX784125818 		N/A GOV EMERGING PARTNER INITIATIVE 50,000

TEXAS A&M - KINGSVILLE

MSC 195 1055 N UNIVERSITY BLVD
KINGSVILLE,TX783638202 		N/A GOV EMERGING PARTNER INITIATIVE 50,000

TEXAS A&M - SAN ANTONIO

ONE UNIVERSITY WAY
SAN ANTONIO,TX78224 		N/A GOV EMERGING PARTNER INITIATIVE 50,000

TEXAS A&M - TEXARKANA

71010 UNIVERSITY AVE
TEXARKANA,TX75503 		N/A GOV EMERGING PARTNER INITIATIVE 50,000

TEXAS A&M INTERNATIONAL UNIVERSITY

5201 UNIVERSITY BOULEVARD
LAREDO,TX78041 		N/A GOV EMERGING PARTNER INITIATIVE 45,000

TEXAS PUBLIC RADIO

321 WEST COMMERCE STREET
SAN ANTONIO,TX78205 		N/A PC NEW HEADQUARTERS CAMPAIGN 150,000

TEXAS STATE UNIVERSITY

601 UNIVERSITY DRIVE ED 2001
SAN MARCOS,TX78666 		N/A GOV GENERAL OPERATING SUPPORT 13,200

TEXAS STATE UNIVERSITY

601 UNIVERSITY DRIVE ED 2001
SAN MARCOS,TX78666 		N/A GOV SCHOLAR FUND GRANT 1,000

TEXAS STATE UNIVERSITY

601 UNIVERSITY DRIVE ED 2001
SAN MARCOS,TX78666 		N/A GOV SCHOLARSHIPS 88,000

TEXAS STATE UNIVERSITY COLLEGE OF EDUCATION

601 UNIVERSITY DRIVE
SAN MARCOS,TX78666 		N/A GOV EMERGING PARTNER INITIATIVE 1,254

TEXAS TECH UNIVERSITY

PO BOX 41098
LUBBOCK,TX794091098 		N/A GOV GENERAL OPERATING SUPPORT 52,800

TEXAS TECH UNIVERSITY

PO BOX 41098
LUBBOCK,TX794091098 		N/A GOV SCHOLAR FUND GRANT 1,500

TEXAS TECH UNIVERSITY

PO BOX 41098
LUBBOCK,TX794091098 		N/A GOV SCHOLARSHIPS 352,000

TOMBALL ISD

310 S CHERRY ST
TOMBALL,TX77375 		N/A GOV RAISING BLENDED LEARNERS 100,765

TRINITY UNIVERSITY

1 TRINITY PLACE
SAN ANTONIO,TX78212 		N/A PC GENERAL OPERATING SUPPORT 10,000

TRINITY UNIVERSITY

1 TRINITY PLACE
SAN ANTONIO,TX78212 		N/A PC SCHOLAR FUND GRANT 1,000

TRINITY UNIVERSITY

1 TRINITY PLACE
SAN ANTONIO,TX78212 		N/A PC SCHOLARSHIPS 46,667

TTARA RESEARCH FOUNDATION

400 WEST 15TH STREET SUITE 400
AUSTIN,TX78701 		N/A PC GENERAL OPERATING SUPPORT 15,000

UNIVERSITY OF HOUSTON

PO BOX 1426
HOUSTON,TX772511426 		N/A GOV GENERAL OPERATING SUPPORT 23,100

UNIVERSITY OF HOUSTON

PO BOX 1426
HOUSTON,TX772511426 		N/A GOV SCHOLAR FUND GRANT 1,000

UNIVERSITY OF HOUSTON

PO BOX 1426
HOUSTON,TX772511426 		N/A GOV SCHOLARSHIPS 142,000

UNIVERSITY OF NORTH TEXAS - DALLAS

7400 UNIVERSITY BLVD
DALLAS,TX75241 		N/A GOV GENERAL OPERATING SUPPORT 7,011

UNIVERSITY OF NORTH TEXAS - DALLAS

7400 UNIVERSITY BLVD
DALLAS,TX75241 		N/A GOV SCHOLARSHIPS 92,000

UNIVERSITY OF TEXAS - AUSTIN

1912 SPEEDWAY D5001
AUSTIN,TX78712 		N/A GOV GENERAL OPERATING SUPPORT 63,000

UNIVERSITY OF TEXAS - AUSTIN

1912 SPEEDWAY D5001
AUSTIN,TX78712 		N/A GOV SCHOLAR FUND GRANT 1,000

UNIVERSITY OF TEXAS - AUSTIN

1912 SPEEDWAY D5001
AUSTIN,TX78712 		N/A GOV SCHOLARSHIPS 420,000

UNIVERSITY OF TEXAS - AUSTIN UTEACH

103 W 24TH STREET STOP G2550
AUSTIN,TX78712 		N/A GOV GENERAL OPERATING SUPPORT 21,000

UNIVERSITY OF TEXAS - AUSTIN UTEACH

103 W 24TH STREET STOP G2550
AUSTIN,TX78712 		N/A GOV SCHOLAR FUND GRANT 1,000

UNIVERSITY OF TEXAS - AUSTIN UTEACH

103 W 24TH STREET STOP G2550
AUSTIN,TX78712 		N/A GOV SCHOLARSHIPS 140,000

UNIVERSITY OF TEXAS - EL PASO

500 W UNIVERSITY AVE
EL PASO,TX79968 		N/A GOV GENERAL OPERATING SUPPORT 10,000

UNIVERSITY OF TEXAS - EL PASO

500 W UNIVERSITY AVE
EL PASO,TX79968 		N/A GOV SCHOLAR FUND GRANT 1,000

UNIVERSITY OF TEXAS - EL PASO

500 W UNIVERSITY AVE
EL PASO,TX79968 		N/A GOV SCHOLARSHIPS 45,500

UNIVERSITY OF TEXAS - RIO GRANDE VALLEY

1201 WEST UNIVERSITY DRIVE
EDINBURG,TX78539 		N/A GOV GENERAL OPERATING SUPPORT 20,503

UNIVERSITY OF TEXAS - RIO GRANDE VALLEY

1201 WEST UNIVERSITY DRIVE
EDINBURG,TX78539 		N/A GOV SCHOLAR FUND GRANT 1,000

UNIVERSITY OF TEXAS - RIO GRANDE VALLEY

1201 WEST UNIVERSITY DRIVE
EDINBURG,TX78539 		N/A GOV SCHOLARSHIPS 147,336

UNIVERSITY OF TEXAS - SAN ANTONIO

1 UTSA CIRCLE
SAN ANTONIO,TX78249 		N/A GOV GENERAL OPERATING SUPPORT 10,000

UNIVERSITY OF TEXAS - SAN ANTONIO

1 UTSA CIRCLE
SAN ANTONIO,TX78249 		N/A GOV SCHOLAR FUND GRANT 1,000

UNIVERSITY OF TEXAS - SAN ANTONIO

1 UTSA CIRCLE
SAN ANTONIO,TX78249 		N/A GOV SCHOLARSHIPS 40,000

UNT DALLAS SCHOOL OF EDUCATION

7400 UNIVERSITY BLVD
DALLAS,TX75241 		N/A GOV SCHOLAR FUND GRANT 1,000
VARIOUS CHARLES BUTT SCHOLARS GRANT


1005 CONGRESS AVE STE 100
AUSTIN,TX78701 		N/A I CHARLES BUTT SCHOLAR GRANT 15,500

VENUS ISD

100 STUDENT DRIVE
VENUS,TX76084 		N/A GOV RAISING BLENDED LEARNERS 80,334

WESLACO ISD

319 WEST FOURTH ST
WESLACO,TX78596 		N/A GOV RAISING BLENDED LEARNERS 125,954

WEST TEXAS A&M UNIVERSITY

WT BOX 60208
CANYON,TX79016 		N/A GOV EMERGING PARTNER INITIATIVE 45,000

YOUTH ORCHESTRAS OF SAN ANTONIO

106 AUDITORIUM CIRCLE STE 130
SAN ANTONIO,TX78205 		N/A PC GENERAL OPERATING SUPPORT 20,000

YOUTH ORCHESTRAS OF SAN ANTONIO

106 AUDITORIUM CIRCLE STE 130
SAN ANTONIO,TX78205 		N/A PC STANDING OVATION CAMPAIGN 15,000
Total .................................right arrow 3a 10,212,536
bApproved for future payment
Total ................................. right arrow 3b 0
Form 990-PF (2023)
Form 990-PF (2023)
Page 12
Part XV-A
Analysis of Income-Producing Activities
Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
Related or exempt
function income
(See instructions.)
1Program service revenue: (a)
Business code 		(b)
Amount 		(c)
Exclusion code 		(d)
Amount
a
b
c
d
e
f
gFees and contracts from government agencies          
2 Membership dues and assessments ....          
3 Interest on savings and temporary cash
investments ........... 		    14 122,330  
4 Dividends and interest from securities ....          
5 Net rental income or (loss) from real estate:
aDebt-financed property......          
bNot debt-financed property.....          
6 Net rental income or (loss) from personal property          
7 Other investment income .....          
8 Gain or (loss) from sales of assets other than
inventory ............ 		    18 -1,800  
9 Net income or (loss) from special events:          
10 Gross profit or (loss) from sales of inventory          
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) .. 0 120,530 0
13Total. Add line 12, columns (b), (d), and (e)..................
13
120,530
(See worksheet in line 13 instructions to verify calculations.)
Part XV-B
Relationship of Activities to the Accomplishment of Exempt Purposes
Line No.
DownArrow 		Explain below how each activity for which income is reported in column (e) of Part XV-A contributed importantly to
the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
instructions.)
Form 990-PF (2023)
Form 990-PF (2023)
Page 13
Part XVI
Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
1
Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
Yes
No
a
Transfers from the reporting foundation to a noncharitable exempt organization of:
(1) Cash...................................
1a(1)
 
No
(2) Other assets.................................
1a(2)
 
No
b
Other transactions:
(1) Sales of assets to a noncharitable exempt organization....................
1b(1)
 
No
(2) Purchases of assets from a noncharitable exempt organization..................
1b(2)
 
No
(3) Rental of facilities, equipment, or other assets.......................
1b(3)
 
No
(4) Reimbursement arrangements...........................
1b(4)
Yes
 
(5) Loans or loan guarantees.............................
1b(5)
 
No
(6) Performance of services or membership or fundraising solicitations................
1b(6)
 
No
c
Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
1c
 
No
d
If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
(a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
1b(4) 420,436 RAISE YOUR HAND TEXAS MANAGEMENT SERVICES AGREEMENT PROVIDING FOR REIMBURSEMENT OF PAYROLL, RENT, PROFESSIONAL FEES, OFFICE EXPENSES, AND OVERHEAD AT COST.
2a
Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........
b
If "Yes," complete the following schedule.

(a) Name of organization (b) Type of organization (c) Description of relationship
RAISE YOUR HAND FOR PUBLIC SCHOOLS 501(C)(4) COMMON CONTROL - MAJORITY OF BOARD OF DIRECTORS IN COMMON, SHARED RESOURCES, AND COMPLIMENTARY PHILANTHROPIC OBJECTIVES
Sign Here
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 taxpayer) is based on all information of which preparer has any knowledge.
right arrow right arrow
May the IRS discuss this return
with the preparer shown below?
See instructions.
Signature of officer or trustee Date Title
Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date Check if self-
employed right arrow		 PTIN
Firm's name SmallBullet
 Firm's EIN SmallBullet
Firm's address SmallBullet


 Phone no.
Form 990-PF (2023)
Additional Data


Software ID:  
Software Version:  


Form 990PF - Special Condition Description:
Special Condition Description
Schedule B
(Form 990)
Department of the Treasury
Internal Revenue Service
Schedule of Contributors

Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
Arrow Bullet Go to www.irs.gov/Form990 for the latest information.
OMB No. 1545-0047
2023
Name of the organization
THE CHARLES BUTT FOUNDATION
 
Employer identification number

90-1548640
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 isn't covered by the General Rule and/or the Special Rules doesn't 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 on line H of its Form 990-EZ
or on its Form 990PF, Part I, line 2, to certify that it doesn't 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) (2023)
Schedule B (Form 990) (2023) Page 2
Name of organization
THE CHARLES BUTT FOUNDATION
  		Employer identification number
90-1548640
Part I
Contributors
Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
1
CHARLES BUTT
 
200 E BASSE RD STE 201
 
SAN ANTONIO, TX78209

$ 10,500,000


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
2
BILL & MELINDA GATES FOUNDATION
 
440 5TH AVENUE NORTH
 
SEATTLE, WA98109

$ 467,188


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
3
US TREASURY DEPARTMENT
 
1500 PENNSYLVANIA AVENUE NW
 
WASHINGTON, DC20220

$ 154,145


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 
 

$  


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 
 

$  


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 
 

$  


(Complete Part II for noncash contributions.)
Schedule B (Form 990) (2023)
Schedule B (Form 990) (2023)
Page 3
Name of organization
THE CHARLES BUTT FOUNDATION
  		Employer identification number

90-1548640
Part II
Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(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) (2023)
Schedule B (Form 990) (2023)
Page 4
Name of organization
THE CHARLES BUTT FOUNDATION
  		Employer identification number

90-1548640
Part III
Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. 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 $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
Use duplicate copies of Part III if additional space is needed.
(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) (2023)
Additional Data


Software ID:  
Software Version:  

TY 2023 AccountingFeesSchedule
Name:
THE CHARLES BUTT FOUNDATION
EIN:
90-1548640
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
ACCOUNTING FEES 25,990 0 0 25,990

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

TY 2023 ExpenditureResponsibilityStmt
Name:
THE CHARLES BUTT FOUNDATION
EIN:
90-1548640
Grantee's Name Grantee's Address Grant Date Grant Amount Grant Purpose Amount Expended By Grantee Any Diversion By Grantee? Dates of Reports By Grantee Date of Verification Results of Verification
RAISE YOUR HAND TEXAS
  		1005 CONGRESS AVE STE 150
AUSTIN,TX78701 		2023-06-30 3,000,000 SUPPORTING RESEARCH INTO CRITICAL POLICY AREAS FOR TEXAS PUBLIC SCHOOLS INCLUDING ASSESSMENT & ACCOUNTABILITY SYSTEMS, EDUCATION VOUCHERS, TEACHER WORKFORCE AND SCHOOL FINANCE. SUPPORTING THE TRAINING OF SCHOOL LEADERS TO ADVOACATE ON BEHALF OF PUBLIC SCHOOLS. 3,000,000 TO THE KNOWLEDGE OF THE GRANTOR, NO KNOWN DIVERSIONS. JUNE 30, 2023 2023-06-30 THE GRANTOR HAS REVIEWED THE REPORT AND THE FINANCIAL RECORDS SUPPORTING THE PROPER EXPENDITURE OF FUNDS PURSUANT TO THE GRANT.

TY 2023 GeneralExplanationAttachment
Name:
THE CHARLES BUTT FOUNDATION
EIN:
90-1548640
Identifier Return Reference Explanation
  PART VII, LINES 1 AND 2: INFO ABOUT DIRECTORS AND HIGHLY PAID EMPLOYEES: DIRECTOR CHARLES CLINES IS NOT DIRECTLY COMPENSATED, HOWEVER, HIS WHOLLY OWNED COMPANY FAIRWINDS MANAGEMENT, LLC (FWM) PROVIDES ADMINISTRATIVE SUPPORT TO THE FOUNDATION AND IS PAID UNDER A SERVICES AGREEMENT. THE CHARLES BUTT FOUNDATION HAS A PROFESSIONAL EMPLOYER ORGANIZATION (PEO) LEASING ARRANGEMENT WITH OASIS OUTSOURCING HOLDINGS, INC. ALL COMPENSATION REPORTED ON PART I LINES 13 AND 14 REPRESENTS AMOUNTS PAID TO OASIS OUTSOURCING HOLDINGS, INC. FOR FOUNDATION EMPLOYEES' COMPENSATION, BENEFITS, AND EXPENSES.FWM IS ALSO REIMBURSED FOR DIRECT OUT OF POCKET COSTS INCURRED ON BEHALF OF THE FOUNDATION, WHICH ARE INCLUDED ON PART I, LINES 16 TO 23. ALL AMOUNTS CHARGED TO FWM ARE BASED ON ACTUAL COSTS TO FWM AND DO NOT INCLUDE ANY PREMIUM OR MARK-UP.PURSUANT TO THE FORM 990-PF INSTRUCTIONS, THE PORTION OF THE COMPENSATION PAID BY OASIS OUTSOURCING HOLDINGS, INC THAT RELATES TO SERVICES PROVIDED BY DIRECTORS, OFFICERS, AND HIGHEST COMPENSATED EMPLOYEES OF THE FOUNDATION ARE REPORTED IN PART VII, LINES 1 AND 2, AS IF THE FOUNDATION HAD PAID THE INDIVIDUALS DIRECTLY. THE TOTAL AMOUNT OF ADMINISTRATIVE SUPPORT AND OTHER OVERHEAD COSTS REIMBURSED TO FWM BY THE FOUNDATION IS REPORTED IN PART VII, LINE 3, HIGHLY PAID CONTRACTORS.
  FORM 990-PF, PART XIV, LINE 3A 2023 CHARLES BUTT SCHOLARS GRANT RECIPIENTS:CRYSTAL MOSQUEDA - $2,800DELIA HUERTA - $600KIRSTIN SPENCE - $2,000LESLY MENDOZA - $2,800RACHEL HARREL - $2,800ROBIN IBANEZ - $2,000SHEYLA REYES - $2,000ANIYA SMITH KENNEDY - $500

TY 2023 InvestmentsOtherSchedule2
Name:
THE CHARLES BUTT FOUNDATION
EIN:
90-1548640
Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
BOOKMARKED AT COST 300,000 300,000

TY 2023 LegalFeesSchedule
Name:
THE CHARLES BUTT FOUNDATION
EIN:
90-1548640
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
LEGAL FEES 5,364 0 0 5,364


TY 2023 OtherExpensesSchedule
Name:
THE CHARLES BUTT FOUNDATION
EIN:
90-1548640
Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
ADVERTISING 326,775 0 0 326,775
OFFICE EXPENSES 103,355 0 0 103,355
INFORMATION TECHNOLOGY 348,911 0 0 348,911
STIPENDS 19,000 0 0 19,000
OTHER EXPENSES 4,472 0 0 4,472
FURNITURE & FIXTURES 3,194 0 0 3,194


TY 2023 OtherIncreasesSchedule
Name:
THE CHARLES BUTT FOUNDATION
EIN:
90-1548640
Description Amount
RETURNED GRANT 5,955


TY 2023 OtherLiabilitiesSchedule
Name:
THE CHARLES BUTT FOUNDATION
EIN:
90-1548640
Description Beginning of Year - Book Value End of Year - Book Value
CREDIT CARD 35,031 14,806


TY 2023 OtherProfessionalFeesSchedule
Name:
THE CHARLES BUTT FOUNDATION
EIN:
90-1548640
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
CONSULTANTS 2,516,886 0 0 2,516,886
EXTERNAL EVALUATORS 250,379 0 0 250,379
HONORARIUM 8,133 0 0 8,133
PAYROLL SERVICES 28,283 0 0 28,283
ADMIN SUPPORT SERVICES 161,964 0 0 161,964
OTHER PROFESSIONAL SERVICES 44,648 0 0 44,648


TY 2023 TaxesSchedule
Name:
THE CHARLES BUTT FOUNDATION
EIN:
90-1548640
Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
PROPERTY TAXES 6,557 0 0 6,557
EXCISE TAX - NET INVESTMENT INCOME 51 0 0 51