990 Return ofOrganization Exempt From IncomeTax OMBNo 1545 ... · r00588071'1 5/2009 990 Return ofOrganization Exempt From IncomeTax OMBNo 1545-0047 Form Undersection 501(c), 527,

r00588 071'1 5/2009

t From Income TaxReturn of Or anization Exem OMB No 1545-0047990 g pForm

Under section 501(c ), 527, or 4947( a)(1) of the Internal Revenue Code (except black lungDepartment of the Treasury benefit trust or private foundation ) pen to blicInternal Revenue Service ► The organization may have to use a copy of this return to satisfy state reporting requirements EnspeGti^7n

A For the 2008 •calendar 3 0 0 9ear or tax year beg inning 8 / 01 / 08 and ending 4 / 30 / 09B Check if applicable Please C Name of organization D Employer identification number

q Addresschan)euse IRSb l

Permian Basin Girl Scout Council

q Name chan e

la e orprint or Doing Business As 75-0887144gtype. Number and street (or P 0 box if mail is not delivered to street address) Room/suite E Telephone number

q Initial return See 5217 N Dixie 432-550-2688Termination Specific

Instruc• City or town, state or country , and ZIP + 4 1,055,172G Gross recei is

q Amended return lions . Odessa TX 79762-4346

q Application pending F Name and address of principal officer H(a) Is this a group return for

affiliatI a B Yes X NoH(b) Are all affiliates

included Yes No

If 'No,' attach a list (see instructions)

I Tax-exemp t status X 501 (c) 3 ( insert no 4947 (a )( 1 ) or 527

J Website : ► WWW. S b. o r H (c) Grou exem ption number ►

K Tvoe of organization X Corporation Trust Association Other ► L Year of formation 1 9 5 6 M State of legal domicile TX

'anr, l summa1 Briefly describe the organization ' s mission or most significant activities

a, The Organization builds girls of courage, confidence and character, who

make the world a better place. This is accomplished through a var iety of

programs as groups and individuals.

0 2 Check this box 10, q if the organization discontinued its operations or disposed of more than 25% of its assets

,d 3 Number of voting members of the governing body (Part VI, line 1a) 3 13

W 4 Number of independent voting members of the governing body ( Part VI , line 1 b) 4 13

5 Total number of employees ( Part V , line 2a) 5 60

6 Total number of volunteers (estimate if necessary) 6 79

7a Total gross unrelated business revenue from Part VIII, line 12 , column (C) 7a

b Net unrelated business taxable income from Form 990-T , line 34 7b 0Prior Year Current Year

4) 8 Contributions and grants ( Part VIII , line 1 h) 406 , 561 302 , 655r_ 9 Program service revenue ( Part VIII , line 2g ) 142 , 291 37 , 151

10 Investment income ( Part VIII , column (A), lines 3 , 4, a 21 , 048 6 , 10011 Other revenue ( Part VIII , column (A), lines 5 , 6d, 8c

,

1 oc'G1ÊU^ 636 , 934 665 , 533V

Act12 Total revenue-add lines 8 throug h 11 must eq ual co umn A line 12 1 206 , 834 1 011 , 43913 Grants and similar amounts paid (Part IX, column (A), IS 1-3ÂN 2010 I 18 , 339 28 , 209U>14 Benefits paid to or for members (Part IX , column (A), I ' CC

15 Salaries , other compensation , employee benefits ( Part Ix of 425 , 614 434 , 309T16a Professional fundraising fees ( Part IX, column (A), line 1e) OG

b Total fundraising expenses (Part IX , column (D), line 2 73f 571

R 17 Other expenses ( Part IX , column (A), lines 11 a- 11 d, 111f-24f) 599 , 506 443 , 631

18 Total expenses Add lines 13- 17 (must equal Part IX , column (A), line 25 ) 1 043 , 459 906 , 14919 Revenue less expenses S ubtract line 18 from lin e 12 163 , 375 105 , 290

tom; Beginning of Year End of Year

20 Total assets ( Part X , line 16 ) 1 , 7 8 3 , 4 65 1 , 8 7 1 602drN4 line 26 )21 Total liabilities ( Part X 94 788 77 635, , ,=LL 22 Net assets or fund balances Subtract line 21 from line 20 1 , 688 , 677 1 , 793 , 967Part II Si nature Block

Under penalties of perjury, I declare that I have examined this return, including a mpanymg schedules and statements , and to the best of my knowledgeand belief , it is true , correct, and comp Declaration of preparer (other than offs is based on all information of which preparer has any knowledgeV ^^

SignHere Signature) o

e or punt name and title

PaidPreparer'ssignature

Prepare. 'seat Wilke PC

Use Only Firm's name (or yoursi th Rd Ste 2 2if self-employed),

address , and ZIP+4 Midland , TX 79705

May the IRS discuss this return with the preparer shown above' (see Instruct

DAA For Privacy Act and Paperwork Reduction Act Notice, see the separa

00588 07/15/2009

Form990 (2008 ) Permian Basin Girl Scout Council 75-0887144 Page2Part €r! Statement of Program Service Accomplishments (see instructions)1 Briefly describe the organization's mission.

The Organization builds girls of courage, confidence and character, whomake the world a better place. This is accomplished through a variety ofprograms as groups and individuals.

2 Did the organization undertake any significant program services during the year which were not listed on

11 Yes Nothe prior Form 990 or 990-EZ?

If "Yes ," describe these new services on Schedule 0

3 Did the organization cease conducting , or make significant changes in how it conducts , any program

services? Yes X No

If "Yes ," describe these changes on Schedule 0

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 $ including grants of $ ) (Revenue

Bridge to Success brings Girl Scout leadership developmentexperience directly to girls in school during the schoolday. They learn to make healthy decisions, set personalgoals, gain a greater understanding of the concepts ofrespect, compassion, acceptance and develop theinterpersonal skills needed to work effectively withothers.

4b (Code )(Expenses $

Studio 2B provides a safissues that affect theiron junior high campuses.the girls gain a bettervalues and learn how toexplore the world.

including grants of $ ) (Revenue

e environment for girls to explorelives through weekly lunch clubsThrough interactive activities,

understanding of themselves, theiruse their knowledge and skills to

4c (Code ) ( Expenses $ including grants of $ ) (RevenueCamp CEO programs are weekend experiences that pair highschool girls with female community leaders, who guide andmentor them through persoal discovery, career exploration,and financial literacy activities. The programs help thegirl scouts realize personal potential, develop leadershipand acquire the life-skills they will need to succeed.

4d Other program services (Describe in Schedule O )

(Expenses $ 6 8 7 , 0 3 7 including grants of $ ) (Revenue $4e Total program service expenses $ 6 8 7 , 0 3 7 (Must equal Part IX, Line 25, column (B) )

Form 990 (2008)

DAA

100588 07/15/2009

Form990(2008) Permian Basin Girl Scout Council 75-0887144 Page3pail W Checklist of Required Schedules

1 Is the organization described in section 501 (c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes,"

complete Schedule A

2 Is the organization required to complete Schedule B, Schedule of Contributors?

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 1

4 Section 501 ( c)(3) organizations . Did the organization engage in lobbying activities? If "Yes," complete

Schedule C, Part 11

5 Section 501 (c)(4), 501( c)(5), and 501 ( c)(6) organizations . Is the organization subject to the section 6033(e)

notice and reporting requirement and proxy tax? If "Yes," complete Schedule C, Part III

6 Did the organization maintain any donor advised funds or any 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 1

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 II

8 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes,"

complete Schedule D, Part III

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 IV

10 Did the organization hold assets in term, permanent, or quasi-endowments? If "Yes," complete Schedule D, Part V

11 Did the organization report an amount in Part X, lines 10, 12, 13, 15, or 25" If "Yes," complete Schedule D,

Parts VI, VII, VIII, IX, or X as applicable

12 Did the organization receive an audited financial statement for the year for which it is completing this return

that was prepared in accordance with GAAP? If "Yes," complete Schedule D, Parts XI, XII, and XIII

13 Is the organization a school described in section 170(b)(1)(A)(n)? If "Yes," complete Schedule E

14a Did the organization maintain an office, employees, or agents outside of the U S

b Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising,

business, and program service activities outside the U S ? If "Yes," complete Schedule F, Part

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 United States? If "Yes," complete Schedule F, Part II

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 United States If "Yes," complete Schedule F, Part III

17 Did the organization report more than $15,000 on Part IX, column (A), line 1 le? If "Yes," complete Schedule G, Part

18 Did the organization report more than $15,000 total on Part Vlll, lines 1c and 8a? If "Yes," complete Schedule G, Part 11

19 Did the organization report more than $15,000 on Part VIII, line 9a? If "Yes," complete Schedule G, Part III

20 Did the organization operate one or more hospitals? If "Yes," complete Schedule H

21 Did the organization report more than $5,000 on Part IX, column (A), line 1" If "Yes," complete Schedule 1, Parts I and II

22 Did the organization report more than $5,000 on Part IX, column (A), line 2? If "Yes," complete Schedule I, Parts I and III

23 Did the organization answer "Yes" to Part VII, Section A, questions 3, 4, or 5? If "Yes," complete

Schedule J

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 question 25

b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?

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?

d Did the organization act as an "on behalf of issuer for bonds outstanding at any time during the year?

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

b Did the organization become aware that it had engaged in an excess benefit tranI saction with a disqualified

person from a prior year? If "Yes," complete Schedule L, Part

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 11

27 Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, or

substantial contributor. or to a Derson related to such an individual? If "Yes." complete Schedule L. Part III

1 X2 X

3 X

4 X

5 X

6 X

7 X

8 X

9 X10 X

11 X

1 131 I X

16 X

17 X

18 X

19 X

20 X

21 X

22 X

23 1 1 X

24a X

24b

24c

24d

25a X

25b X

26 X

27 X

Form 990 (2008)

DAA

,00588 07/!6/2009

iPermian Basin Council 75-088714edules (contin

28 During the tax year, did any person who is a current or former officer, director, trustee, or key employee

a Have a direct business relationship with the organization ( other than as an officer, director, trustee, or

employee), or an indirect business relationship through ownership of more than 35% in another entity

(individually or collectively with other person(s) listed in Part VII, Section A)? If "Yes," complete Schedule L,

Part IV

b Have a family member who had a direct or indirect business relationship with the organization? If "Yes,"

complete Schedule L, Part IV

c Serve as an officer, director, trustee, key employee, partner, or member of an entity (or a shareholder of a

professional corporation) doing business with the organization? If "Yes," complete Schedule L, Part IV

29 Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M

30 Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified

conservation contributions? If "Yes," complete Schedule M

31 Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N,

Part s

32 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete

Schedule N, Part II

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

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

35 Is any related organization 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

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

Page 4

Yes No

28a X

28b X

28c X

30 X

31 I X

35 X

36 X

37 X

Form 990 (2008)

DAA

i00588 07/16/2009

Form990 (2008 ) Permian Basin Girl Scout Council 75-0887144 Page5Part V Statements Regarding Other IRS Filin s and Tax Compliance

1a

b

c

2a

b

3a

b

4a

b

5a

b

c

6a

b

7

a

b

c

d

e

f

9h

8

9

a

b

10

a

b

11

a

b

12a

Enter the number reported in Box 3 of Form 1096, Annual Summary and Transmittal of

U S Information Returns Enter -0- if not applicable ga

Enter the number of Forms W-2G included in line 1 a Enter -0- if not applicable

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable

gaming (gambling) winnings to prize winners?

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

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 a-file this return (see

instructions)

Did the organization have unrelated business gross income of $1,000 or more during the year covered by

this return?

If "Yes," has it filed a Form 990-T for this year? If "No," provide an explanation in Schedule 0

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, securities account, or other financial

account)?

If "Yes," enter the name of the foreign country ►See the instructions for exceptions and filing requirements for Form TD F 90-22 1, Report of Foreign Bank

and Financial Accounts

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If "Yes," to question 5a or 5b, did the organization file Form 8886-T, Disclosure by Tax-Exempt Entity

Regarding Prohibited Tax Shelter Transaction?

Did the organization solicit any contributions that were not tax deductible?

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

gifts were not tax deductible?

Organizations that may receive deductible contributions under section 170(c).

Did the organization provide goods or services in exchange for any quid pro quo contribution of more than

$75?

If "Yes," did the organization notify the donor of the value of the goods or services provided?

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was

required to file Form 8282?

If "Yes," indicate the number of Forms 8282 filed during the year 7d

Did the organization, during the year, receive any funds, directly or indirectly, to pay premiums on a personal

benefit contract?

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

For all contributions of qualified intellectual property, did the organization file Form 8899 as required?

For contributions of cars, boats, airplanes, and other vehicles, did the organization file a Form 1098-C as

required?

Section 501 ( c)(3) and other sponsoring organizations maintaining donor advised funds and section

509(a )( 3) supporting organizations . Did the supporting organization, or a fund maintained by a sponsoring

organization, have excess business holdings at any time during the year?

Section 501 ( c)(3) and other sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?

Did the organization make a distribution to a donor, donor advisor, or related person?

Section 501(c)(7) organizations. Enter

Initiation fees and capital contributions included on Part VIII, line 12 10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities 10b

Section 501 ( c)(12) organizations. Enter

Gross income from members or shareholders 11a

Gross income from other sources (Do not net amounts due or paid to other sources against

amounts due or received from them) 11 b

Section 4947(a)(1) non -exempt charitable trusts . Is the organization filing Form 990 in lieu of Form 1041

If "Yes." enter the amount of tax-exempt interest received or accrued durina the year I 12bI

60

Yes No

2b l X

3a X

3b

4a X

5a X

5b X

5c

6a X

6b

7a X

7f X

7 X

7h

8 X

9a X

9b X

Form 990 (2008)

DAA

00588 07/15/2009

Form990 (2008 ) Permian Basin Girl Scout Council 75-0887144 Paae6Part V Governance, Management, and Disclosure (Sections A, 8, and C request information about policies not

required by the Internal Revenue Code.)Section A. GoveFnin Body and Management

Yes No

For each "Yes" response to lines 2-7b below, and for a "No" response to lines 8 or 9b below, describe the

circumstances, processes, or changes in Schedule 0 See instructions

1a Enter the number of voting members of the governing body 1a 13

b Enter the number of voting members that are independent 1 b 13

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 X

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 X

4 Did the organization make any significant changes to its organizational documents since the prior Form 990 was filed? 4 X

5 Did the organization become aware during the year of a material diversion of the organization's assets? 5 X

6 Does the organization have members or stockholders? 6 X

7a Does the organization have members, stockholders, or other persons who may elect one or more members

of the governing body? 7a X

b Are any decisions of the governing body subject to approval by members, stockholders, or other persons? 7b X

8 Did the organization contemporaneously document the meetings held or written actions undertaken during

the year by the following

a The governing body? 8a X

b Each committee with authority to act on behalf of the governing body? 8b X

9a Does the organization have local chapters, branches, or affiliates? 9a X

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? 9b

10 Was a copy of the Form 990 provided to the organization's governing body before it was filed? All organizations

must describe in Schedule 0 the process, if any, the organization uses to review the Form 990 10 X

11 Is there any officer, director or 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 0 11 X

Section B. PoliciesYes No

12a Does the organization have a written conflict of interest policy? If "No," go to line 13 12a X

b Are officers, directors or trustees, and key employees required to disclose annually interests that could give

rise to conflicts? 12b X

c Does the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes,"

describe in Schedule 0 how this is done 12c X

13 Does the organization have a written whistleblower policy? 13 X

14 Does the organization have a written document retention and destruction policy? 14 X

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 X

b Other officers or key employees of the organization? 15b X

Describe the process in Schedule 0 (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 X

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? 116b I

Section C . Disclosure17 List the states with which a copy of this Form 990 is required to be filed ► None

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

Flown website 11 Another's website FX Upon request

19 Describe in Schedule 0 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 ► Doug Bunnell, CPA 110 W Louisiana Ave

Midland TX 79701 432-685-0094Form 990 (2008)

DAA

. 00588 07/1 /2009

Form990 (2008 ) Permian Basin Girl Scout Council 75-0887144 Page7

Part Vii Compensation of Officers , Directors , Trustees , Key Employees , Highest CompensatedEmployees , and Independent Contractors

Section A. Officers , Directors, Trustees , Key Employees , and Highest Compensated Employees

1a Complete tjlis table for all persons required to be listed Use Schedule J-2 if additional space is needed

• 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

• 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

• List all of the organization 's former officers , key employees , and highest compensated employees who received more than

$100,000 of reportable compensation from the organization and any related organizations

• 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 personsF1

1 Check this box if the organization did not compensate any officer , director, trustee , or key employee

(A) (B) (C) (D ) ( E) (F)

Name and Title Average Position (check all that apply) Reportable Reportablet

Estimatedhours per o > > M = -n compensation compensa ion amount ofweek a w , 3,c g from from related other

`-a $ m o=

3 the organizations compensationo 0 -

8organization

MI(W-2/1099 -MISC) from the

l=

m(W-2/1099- SC) organization

y ^r M and related

0 u, , organizations0ra

Renee EarlsChair 5 X X 0 0 0Pat Weaver

Vice Chair 5 X X 0 0 0Sue Wood

Secretar 5 X X 0 0 0Cindi WiehlPast Chair 5 X 0 0 0Sherry Bell

At Large 5 X 0 0 0Don Byrne

Exec At Larg 5 X 0 0 0Don Cooper

At Large 5 X 0 0 0Gay Fields

At Large 5 X 0 0 0D'Ann Green

At Larg e 5 X1 1 0 0 0Chachi Hawki ns

At Large 5 X 0 0 0Amy Hendrick

Exec At Larg 5 X 0 0 0Schatzie Ti he

At Large 5 X 0 0 0Cindy Shelto n

CEO 40 X X 64 , 432

Form 990 (2008)

DAA

00588 07H5l2009

Form990 (2008) Permian Basin Girl Scout Council 75-0887144 Page8Part V11 Section A. Officers , Directors , Trustees , Key Employees , and Highest Compensated Employees (continued)

(A)

Name and title

(B)

Average

(C)Position (check all that apply)

(D)

Reportable

(E)

Reportable

(F)

Estimatedhours perweek

05

a'm nc^^

-2

5ro'

Wm

0

e1D3

3^

=o fD

M $

'a

y

Q.

m compensationfromthe

organization

(W-2/1099-MISC)

compensationfrom relatedorganizations

(W-2/1099-MISC)

amount of

other

compensation

from the

organization

and related

organizations

1 b Total ►2 Total number of individuals (including those in 1a) who received more than $100,000 in reportable compensation from the

org anization 10- 0Yes No

3 Did the organization list any former officer, director or trustee, key employee, or highest compensatedemployee on line 1a? If "Yes," complete Schedule J for such individual 3 X

4 For any individual listed on line 1a, is the sum of reportable compensation and other compensation fromthe organization and related organizations greater than $150,000' If "Yes," complete Schedule J for suchindividual 4 X

5 Did any person listed on line 1 a receive or accrue compensation from any unrelated organization forservices rendered to the org anization? If "Yes , " com plete Schedule J for such person 5

Section B. Independent Contractors

1 Complete this table for your five highest compensated independent contractors that received more than $100,000 ofcompensation from the organization

Name and business address Descn Lone of services Com ensation

2 Total number of independent contractors (including those in 1) who received more than $100,000 in

compensation from the organization Do- 0DAA Form 990 (2008)

b0588 07/19/2009

Form990 (2008 ) Permian Basin Girl Scout Council 75-0887144 Page9Part VIII Statement of Revenue

(A) (B) (C) (D)Total revenue Related or Unrelated Revenue

exempt business excluded from taxfunctionrevenue

revenueunder sections512 , 513 , or 514

1a Federated campaigns 1aCc1o b Membership dues 1b

2,V 2 c Fundraising events 1c

• d Related organizations 1d

y E

O•ye Government grants (contributions) le

w, f All other contributions , gifts, grants,

ar and similar amounts not included above If 302 , 655U g Noncash contributions included in lines la-If $ 37,386

1° In Total . Add lines 1a-1f ► 302 , 655

Busn. Code

2a Program fees 29,033 29,033

b Camp fees 8, 118 8, 118

Cd

E e

o f All other program service revenue

a Total . Add lines 2a-2f ► 37 , 151

3 Investment income ( including dividends , interest, and

other similar amounts ) ► 7, 3 2 5 7, 3 2 5

4 Income from investment of tax-exempt bond proceeds ►5 Royalties ►

(i) Real (ii) Personal

6a Gross Rents

b Less rental exps

c Rental inc or (loss)

d Net rental income or ( loss ) ►7a Gross amount from (i) Securities (n) Other

sales of assetsother than invento ry

b Less cost or other

basis & sales exps 1,225

c Gain or (loss) -1,225

d Net gain or ( loss) ► -1 ,225 -1, 225

8a Gross income from fundraising events

(not including $C

of contributions reported on line 1c).

See Part IV , line 18 a

b Less direct expenses brO c Net income or (loss ) from fundraism events ►

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 ►10a Gross sales of inventory, less

returns and allowances a 65 , 110b Less cost of goods sold b 42 , 508

c Net income or loss from sales of invento ry ► 22 602 22 , 602Miscellaneous Revenue Busn. Code

11a Cookie Sales 574,556 574,556

b Fall Sales 60,545 60,545

c other 7,830 7,830

d All other revenue

e Total . Add lines 11a-11d ► 642,93

112 Total Revenue . Add lines 1 h, 2g, 3, 4 , 5, 6d, 7d, 8c,

9c 10c and 11e ► 1 011, 439 0 0 708 , 784

Form 990 (2008)

DAA

00588 07/19/2009

Form990(2008) Permian Basin Girl Scout Council 75-0887144 Page10part 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 , a lid 10b of Part VIII.

(A)Total expenses

(B)Program service

expenses

(C)Management andgeneral expenses

(D)Fundraisingexpenses

1 Grants and other assistance to governments and

organizations in the U S See Part IV , line 21

2 Grants and other assistance to individuals in

the U S See Part IV, line 22 28 , 209 28 , 2093 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 64 , 432 54 , 767 9 , 6656 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 297 , 204 214 , 772 38 , 086 44 , 3468 Pension plan contributions (include section 401(k)

and section 403(b ) employer contributions)

9 Other employee benefits 44 , 351 28 , 524 13 , 687 2 , 14010 Payroll taxes 28 , 322 21 , 164 3 , 850 3 , 30811

a

Fees for services ( non-employees)

Management

b Legal

c Accounting

d Lobbying

e Professional fundraising services See Part IV, line 17

f Investment management fees

g Other

12 Advertising and promotion 2 , 955 2 , 721 84 15013 Office expenses 13 , 943 12 , 179 1 , 587 17714 Information technology

15 Royalties

16 Occupancy 91 , 676 82 , 862 8 666 14817 Travel 16 , 436 7 973 8 , 275 18818 Payments of travel or entertainment expenses

for any federal , state, or local public officials

19 Conferences , conventions , and meetings

20 Interest 499 49921 Payments to affiliates

22 Depreciation , depletion , and amortization 57 , 496 57 , 49623 Insurance 1 723 1 , 723

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 Program costs 114 , 413 83 , 487 13 , 026 17 , 900b Professional fees 34 , 827 5 , 319 29 , 508c Physical facil. - inkind 30 , 986 28 , 507 1 , 549 930d Equipment rental 21 , 415 19 , 712 1 , 703e Transportation 17 , 492 13 , 444 3 , 457 591f All other expenses 39 , 770 25 , 901 11 , 879 1 990

25 Total functional expenses . Add lines 1 throw h 24f 906 , 149 687 , 037 145 , 541 73 , 57126 Joint Costs . Check here ► if following

SOP 98-2 Complete this line only if theorganization reported in column ( B) joint costsfrom a combined educational campaign andfundraising solicitation

DAA Form 990 (2008)

00588 07/15/2009

Form 990 (2008) Permian Basin Girl Scout Council 75-0887144 Page11Part X Balance Sheet

(A) (B)

Beginning of year End of year

I Cash-no n-rcrterest bearing 22 , 231 1 46 , 6622 Savipgs and temporary cash investments 853 , 369 2 908 , 2813 Pledges and grants receivable, net 23 , 760 3 13 , 6604 Accounts receivable, net 11 , 969 4 41 , 5725 Receivables from current and former officers, directors, trustees, key

employees, or other related parties 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 37 , 150 8 40 , 7089 Prepaid expenses and deferred charges 22 , 535 9 32 , 33710a Land, buildings, and equipment cost basis 10a 1 , 954 , 045b Less accumulated depreciation Complete

Part VI ofScheduleD lob 1 165 , 663 812 , 451 loc 788 , 38211 Investments-publicly traded securities 11

12 Investments-other securities See Part IV, line 11 12

13 Investments-program-related See Part IV, line 11 13

14 Intangible assets 14

15 Other assets See Part IV, line 11 15

16 Total assets . Add lines 1 throug h 15 must eq ual line 34 ) 1 , 783 , 465 16 1 , 871 , 60217 Accounts payable and accrued expenses 94 , 788 17 75 , 69318 Grants payable 18

19 Deferred revenue 19

20 Tax-exempt bond liabilities 20

e 21 Escrow account liability. Complete Part IV of Schedule D 21

22 Payables to current and former officers, directors, trustees, key

325

employees, highest compensated employees, and disqualified

J 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 24

25 Other liabilities Complete Part X of Schedule D 25 1 , 94226 Total liabilities . Add lines 17 throu g h 25 94 , 788 26 77 , 635

in Organizations that follow SFAS 117, check here ► and

C complete lines 27 through 29, and lines 33 and 34.

`-° 27 Unrestricted net assets 1 , 616 , 753 27 1 , 702 , 173CO 28 Temporarily restricted net assets 16 , 924 28 36 , 794

29 Permanently restricted net assets 55 , 000 29 55 , 000

ILL Organizations that do not follow SFAS 117, check here 11110.

0 and complete lines 30 through 34.

w 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 1 , 688 , 677 33 1 1 793 , 967Z 34 Total liabilities and net assets/fund balances 1 , 783 , 465 34 1 , 871 , 602Part XI Financial Statements and Reporting

Yes No

I Accounting method used to prepare the Form 990 [] Cash NX Accrual Other

2a Were the organization's financial statements compiled or reviewed by an independent accountant? 2a X

b Were the organization's financial statements audited by an independent accountants 2b X

c If "Yes" to lines 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? 2c X

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 X

b If "Yes , " did the organization undergo the req uired audit or audits? 3b

Form 990 (2008)

DAA

000588 07/15/2009

SCHEDULE A

(Form 990 or 990-EZ)

of the Treasury

Public Charity Status and Public Support OMB No 1545-004

To be completed by all section 501(c)( 3) organizations and section 4947(a)(1) 2008nonexempt charitable trusts. I Qpen to Public

► Attach to Form 990 or Form 990 -EZ. ► See separate instructions . Manectfon:

Name of the organization Employer identification number

Permian Basin Girl Scout Council 75-0887144Pait 1 Reason for Public Charity Status (All organizations must complete this part.) (see instructions)

The organization is not a private foundation because it is (Please check only one organization )

1 A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

2 A school described in section 170(b)(1)(A)(ii). (Attach Schedule E )

3 A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii). (Attach Schedule H )

4 A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name,

city, and state

5 q An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II )

6 q A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

7 An organization that normally receives a substantial part of its support from a governmental unit or from the general public

described in section 170(b)(1)(A)(vi). (Complete Part II )

8 q A community trust described in section 170(b)(1)(A)(vi). (Complete Part II )

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

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

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

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III )

10 q An organization organized and operated exclusively to test for public safety See section 509(a)(4). (see instructions)

11 An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the

purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2) See section

509(a)(3). Check the box that describes the type of supporting organization and complete lines 11 a through 11 h

a q Type I b q Type II c q Type Ill-Functionally Integrated d q Type III-Other

e q By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified

persons other than foundation managers and other than one or more publicly supported organizations described in section

509(a)(1) or section 509(a)(2)

f If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting

organization, check this box

g Since August 17, 2006, has the organization accepted any gift or contribution from any of the

following persons?

(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)

and (ui) below, the governing body of the supported organization?

(ii) A family member of a person described in (I) above?

(iii) A 35% controlled entity of a person described in (I) or (u) above?

h Provide the following information about the organizations the organization supports

1-1

Yes No

11 i

11 li

11 it

(i) Name of supportedorganization

(ii) EIN (iii) Type of organization(described on lines 1-9above or IRC section

(see instructions))

(iv) Is the organizationin col (I) listed in yourgoverning document?

(v) Did you notifythe organization in

col (I) of yoursupport?

(vi) Is theorganization in col(i) organized in the

US?

(vii) Amount ofsupport

Yes No Yes No Yes No

Total

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990. Schedule A (Form 990 or 990-EZ) 2008

DAA

80588 07/11/2009

ScheduleA. ( Form990or990 -EZ)2008 Permian Basin Girl Scout Council 75-0887144 Pagetmart Ii Support Schedule for Organizations Described in Sections 170(b)( )(A)( iv) and 170(b)(i)(A)(vi)

(Complete only if you checked the box on line 5, 7, or 8 of Part I.)Section A. Public SupportCalendar year (or fiscal year beginning in) ► (a) 2004 (b) 2005 (c) 2006 (d) 2007 (e) 2008 (f) Total

I Gifts, grants , contributions, andmembership fees received (Do notinclude any "unusual grants ")

2 Tax revenues levied for the organization'sbenefit and either paid to or expended onits behalf

3 The value of services or facilitiesfurnished by a governmental unit to theorganization without charge

4 Total. Add lines 1-3

5 The portion of total contributions by eachperson (other than a governmental unit orpublicly supported organization) includedon line 1 that exceeds 2% of the amountshown on line 11, column (f)

6 Public su pport. Subtract line 5 from line 4

Section B. Total SupportCalendar year (or fiscal year beginning in) ► (a) 2004 (b) 2005 (c) 2006 (d) 2007 (e) 2008 (f) Total

7 Amounts from line 4

8 Gross income from interest, dividends,payments received on securities loans,rents, royalties and income from similarsources

9 Net income from unrelated businessactivities, whether or not the business isregularly carried on

10 Other income Do not include gain orloss from the sale of capital assets(Explain in Part IV )

11 Total support. Add lines 7 through 10

12 Gross receipts from related activities, etc (see instructions) 12

13 First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501 (c)(3)

organization, check this box and stop here ► q

Section C. Computation of Public Support Percentage14 Public support percentage for 2008 (line 6, column (f) divided by line 11, column (f)) 14 %

15 Public support percentage from 2007 Schedule A, Part IV-A, line 26f 15 %

16a 33 1/3 % support test-2008. If the organization did not check the box on line 13, and line 14 is 33 1/3 % or more, check this box

and stop here. The organization qualifies as a publicly supported organization ► q

b 33 113 % support test-2007. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1 /3 % or more, check this

box and stop here. The organization qualifies as a publicly supported organization ► q

17a 10%-facts-and-circumstances test-2008. If the organization did not check a box on line 13, 16a, or 16b, and line 14 is 10% or

more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part IV how the

organization meets the "facts-and-circumstances" test The organization qualifies as a publicly supported organization ► q

b 10%-facts-and-circumstances test-2007. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% or

more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part IV how the

organization meets the "facts-and-circumstances" test The organization qualifies as a publicly supported organization ►18 Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see instructions ►

Schedule A (Form 990 or 990-EZ) 2008

DAA

00588 07/1S/2009

Schedule A (Form 990 or990-EZ) 2008 Permian Basin Girl Scout Council 75-0887144 Page3Part III Support Schedule for Organizations Described in Section 509(a)(2)

(Complete only if you checked the box on line 9 of Part I.)Section A. Public SupportCalendar year (or fiscal year beginning in) ► (a) 2004 ( b) 2005 (c) 2006 ( d) 2007 (e) 2008 (f) Total

I Gifts, grants, contributions, andmembership fees received ( Do not includeany'unusual grants ') 1 , 153 , 020 1 , 538 , 006 1 , 554 , 42 2 1 , 176,76 6 957 , 498 6 , 379 , 712

2 Gross receipts from admissions , merchandisesold or services performed, or facilitiesfurnished in any activity that is related to theorganization ' s tax-exempt purpose

3 Gross receipts from activities that are not anunrelated trade or business under section 513

4 Tax revenues levied for the organization'sbenefit and either paid to or expended onits behalf

5 The value of services or facilitiesfurnished by a governmental unit to theorganization without charge

6 Total . Add lines 1 -5 1 , 153 , 020 1 , 538 , 006 1,554 , 422 1,176,766 957 496 6, 379 712

7a Amounts included on lines 1 , 2, and 3received from disqualified persons

b Amounts included on lines 2 and 3received from other than disqualifiedpersons that exceed the greater of 11% ofthe total of lines 9, 1Oc, 11, and 12 forthe year or $5 000,

c Add lines 7a and 7b

8 Public support (Subtract line 7c from 1,153,0201 1,538,0061 1,554,4221 1,176,7661 957 498

line 6) 6 , 379 , 712

Section U. 1 otal SuDDort

Calendar year (or fiscal year beginning in) ►

9 Amounts from line 6

10a Gross income from interest, dividends,payments received on securities loans,rents, royalties and income from similarsources

b Unrelated business taxable income (lesssection 511 taxes) from businessesacquired after June 30, 1975


11 Net income from unrelated businessactivities not included in line 10b,whether or not the business is regularlycarried on

12 Other income Do not include gain orloss from the sale of capital assets(Explain in Part IV )

13 Total support. (Add lines 9, 1Oc, 11,

and 12)

(a) 2004 ( b) 2005 ( c) 2006 (d) 2007 ( e) 2008 (f) Total

1 , 153 , 020 1 , 538 , 006 1,554,422 1 , 176,766 957,498 6,379 712

3 , 413 7 492 19 , 011 21,048 6 100 57 , 064

3 , 413 7 492 19 011 21,048 6 , 100 57 064

3 , 297 5 331 9 , 020 7 , 830 25,478

1 156 , 433 1 , 548 , 795 1 578 764 1 1 206 , 834 971 , 428

6,462 254

14 First five years . If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501 (c)(3)

organization, check this box and stop here ► q

Section C . Computation of Public Su pport Percentage

15 Public support percentage for 2008 (line 8, column (f) divided by line 13, column (f)) 15 98.7227 %

16 Public su pport percenta ge from 2007 Schedule A , Part IV-A, line 27g 16 %

Section D. Computation of Investment Income Percentage

17 Investment income percentage for 2008 (line 10c, column (f) divided by line 13, column (f)) L17 0.8830 %

18 Investment income percentage from 2007 Schedule A, Part IV-A, line 27h 18 %

19a 33 113 % support tests-2008 . If the organization did not check the box on line 14, and line 15 is more than 33 1/3 %, and line

17 is not more than 33 1/3 %, check this box and stop here . The organization qualifies as a publicly supported organization ►b 33 1/3 % support tests-2007 . If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3%, and

line 18 is not more than 33 1/3 %, check this box and stop here . The organization qualifies as a publicly supported organization ►2 H0 Private foundation . If the organization did not check a box on line 14, 19a or 19b. check this box and see instructions ►DAA Schedule A (Form 990 or 990-EZ) 2008

00588 07/19/2009

Schedule A (Form 990 or 990-EZ) 2008 Permian Basin Girl Scout Council 75 -0887144 Paoe4

Part IV 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 . Provide any other additional information . (see instructions)

Part III, Line 12 - Other Income Detail

Various other income

DAA

25,478

Schedule A (Form 990 or 990-EZ) 2008

00588 07/1$/2009

SCHEDULED OMB No 1545-0047

(Form 990) Supplemental Financial Statements 2008

Department of the Treasury ► Attach to Form 990 . To be completed by organizations that Open to PublicInternal Revenue Service, answered "Yes," to Form 990, Part IV , line 6, 7, 8, 9, 10 , 11, or 12 . Ins inn


Permian Basin Girl Scout Council 75-0887144part 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

2 Aggregate contributions to (during year)

3 Aggregate grants from (during year)

4 Aggregate value at end of year

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? q Yes q No

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 other

impermissible private benefit? q Yes q No

part It 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)

Preservation of land for public use (e.g , recreation or pleasure ) Preservation of an historically important land area

Protection of natural habitat Preservation of certified historic structure

Preservation of open space

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 ► _ _ _ _ _

4 Number of states where property subject to conservation easement is located _ _ _ _

5 Does the organization have a written policy regarding the periodic monitoring , inspection , violations, and

enforcement of the conservation easements it holds? q Yes q No

6 Staff or volunteer hours devoted to monitoring , inspecting , and enforcing easements during the year ► _ _ _ _ _ _ _

7 Amount of expenses incurred in monitoring , inspecting , and enforcing easements during the year ► $ _ _ _ _ _ _ _

8 Does each conservation easement reported on line 2 (d) above satisfy the requirements of section

170(h)(4)( B)(i) and section 170(h)(4)(B)(u)? q Yes q No

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.

Ia 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 ► $

(ii) Assets included in Form 990 , Part X ► $

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 ► $

b Assets included in Form 990 , Part X ► $

For Privacy Act and Paperwork Reduction Act Notice , see the Instructions for Form 990 . Schedule D ( Form 990) 2008DAA

00588 07/19/2009

Schedule D (Form 990) 2008 Permian Basin Girl Scout Council 75-0887144 Page2°9t# I:; 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 collectionitems (check all that apply)

a Public exhibition d Loan or exchange programs

b Scholarly research a Other _ _ _ _ _ _ _ _ _ _ _ _

c Preservation for future generations

4 Provide a description of the organization's collections and explain how they further the organization's exempt purpose inPart XIV

5 During the year, did the organization solicit or receive donations of art, historical treasures, or other similarassets to be sold to raise funds rather than to be maintained as part of the organization's collection? q Yes q No

Part IV Trust, Escrow and Custodial Arrangements. Complete if 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? q Yes q No

b If "Yes," explain the arrangement in Part XIV and complete the following table

c Beginning balance

d Additions during the year

e Distributions during the year

f Ending balance

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 . Corn lete if organization answered "Yes" to Form 990, Part IV, line 10.

1a Beginning of year balance

b Contributions

c Investment earnings or losses

d Grants or scholarships

e Other expenditures for facilities

and programs

f Administrative expenses

g End of year balance

2 Provide the estimated percentage of the year end balance held as

a Board designated or quasi-endowment ► - - - _%

b Permanent endowment ► _c Term endowment ► %

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

p3a

X

(ii) related organizations X

b If "Yes " to 3a(ii ), are the related organizations listed as required on Schedule R?

4 Describe in Part XIV the intended uses of the organization ' s endowment funds

Part V1 Investments-Land . Buildinus , 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) Depreciation (d) Book value

1a Land 12 , 064 12 , 064b Buildings 1 , 563 , 458 907 , 090 656 , 368c Leasehold improvements

d Equipment 256 , 562 1 170 , 581 85 , 981e Other 121 , 961 87 , 992 33 , 969

Total . Add lines la-le (Column (d) should equal Form 990 , Part X , column ( B), line 10(c)) ► 788 382

Schedule D (Form 990) 2008

(a) Current year (b) Prior year (c) Two years back (d) Three years back (e) Four years back

DAA

0588 07/19/2009

Schedule D (Form 990) 2008 Permian Basin Girl Scout Council 75-0887144 Page3PartII Investments-Other Securities . See Form 990, Part X, line 12.

(a) Description of security or category ( b) Book value (c) Method of valuation

. (including name of security) Cost or end-of-year market value

Financial derivatives and other financial products

Closely-held equity interests

Other- - - - - - - - - - - - - - - - -

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

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

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

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

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

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

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

Total. (Column (b) should equal Form 990, Part X, col (B) line 12) ►Part Viii Investments-Prog ram 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

Total . (Column (b) should equal Form 990, Part X , col (B) line 13) ► 1 1

Part 1X. Other Assets . See Form 990, Part X, line 15.(a) Description (b) Book value

Total . ( Column (b) should equal Form 990 , Part X, col (B) line 15) ► 1

Part X Other Liabilities . See Form 990 , Part X, line 25.(a) Description of liability ( b) Amount

Federal income taxes

N/P - Sewell 1,942

Total . (Column ( b) should equal Form 990 , Part X , col (B) line 25 ) ► 1 1, 9421

In Part XIV, provide the text of the footnote to the organization ' s financial statements that reports the organization ' s liability for

uncertain tax Dositions under FIN 48

Schedule D ( Form 990) 2008

DAA

(10588 07/15/2009

Schedule D(Form 990)2008 Permian Basin Girl Scout Council 75-0887144 Page4

Part Reconciliation of Change in Net Assets from Form 990 to Financial StatementsIMI1

2

3

4

5

6

7

8

9

Total revenue (Form 990, Part VIII, column (A), line 12)

Total expenses (Form 990, Part IX, column (A), line 25)

Excess or (deficit) for the year Subtract line 2 from line 1

Net unrealized gains (losses) on investments

Donated services and use of facilities

Investment expenses

Prior period adjustments

Other (Describe in Part XIV)

Total adjustments (net) Add lines 4-8

Excess or (deficit) for the year per financial statements Combine lines 3 and 9

Part X11 Reconciliation of Revenue per Audited Financi al Statements With Revenue1 Total revenue , gains , and other support per audited financial statements

2 Amounts included on line 1 but not on Form 990 , Part VIII , line 12

a Net unrealized gains on investments

b Donated services and use of facilities

c Recoveries of prior year grants

d Other ( Describe in Part XIV)

e Add lines 2a through 2d

3 Subtract line 2e from line 1

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

b Other (Describe in Part XIV)


2a

r Return

1,011,439906, 149105,290

105,290

1,011,439

1,011,439

5 Total revenue Add lines 3 and 4c. (This should equal Form 990, Part 1, line 12) ...... ........... 1 5 1 1 , U 11 , 4 .3

Part All Reconciliation of Expenses Per Audited Financial Statements With Expenses per Return

1 Total expenses and losses per audited financial statements 1 906 , 1492 Amounts included on line 1 but not on Form 990 , Part IX , line 25.

a Donated services and use of facilities 2a

b Prior year adjustments 2b

c Losses reported on Form 990 , Part IX , line 25 2c

d Other ( Describe in Part XIV) 2d

e Add lines 2a through 2d 2e

3 Subtract line 2e from line 1 3 906 , 1494 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

5 Total expenses Add lines 3 and 4c. (This should eq ual Form 990 , Part I line 18 5 9 0 6 149Part XIV Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines la and 4, Part IV, lines 1 b

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


DAA

00588 07 / 1 S/2009

Schedule D (Form 990 ) 2008 Permian Basin Girl Scout Council 75-0887144 Page5Part XI Supplemental Information (continued)

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

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

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

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

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


DAA

x0588 07/14/2009

SCHEDULE MNonCash Contributions

(Form 990)► To be completed by organizations that answered "Yes"

on Form 990 , Part IV, lines 29 or 30.Department of the TreasuryInternal Revenue Service ► Attach to Form 990.

OMB No 1545-0047

2008Open TCr Public


Permian Basin Girl Scout Council 75-0887144Types of Property

(a) (b) (c) (d)

Check if Number of Contributions Revenues reported on Method of determining

applicable Form 990, Part VIII, line 1g revenues

I 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

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 In-kind rental ) X 1 30 , 98626 Other 10-( Technicial supp) X 1 1 , 800

27 Other 110-( Supplies ) X 1 3 60028 Other ► E X 1 1 1 00029 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 X

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 X

32a Does the organization hire or use third parties or related organizations to solicit , process, or sell non-cash

contributions? 32a X

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. Schedule M (Form 990) 2008

DAA

d0588 07/15%2009

Schedule M (Form990)2008 Permian Basin Girl Scout Council 75-0887144 Paget4,i*t It 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.

Schedule M (Form 990) 2008

DAA

00588 07/15/2009

SCHEDULE N

(Form 990 or 990-EZ)

Liquidation, Termination, Dissolution, or Significant Disposition of Assets OMB No 1545-0047

Department of the TreasuryInternal Revenue Service

To be completed by organizations that answer "Yes" to Form 990, Part IV, lines 31 or 32; or Form 990-EZ, line 36.

► Attach certified copies of any articles of dissolution, resolutions, or plans.

► Attach to Form 990 or 990-EZ.

2008pen to Public


Permian Basin Girl Scout Council 75-0887144Part 1 Liquidation, Termination , or Dissolution . Complete this part if the organization answered "Yes" to Form 990, Part IV, line 31, or Form 990-EZ, line

36. Use Schedule N-1 if additional space is needed.I (a) Description of asset( s)

distributed or transaction

expenses paid

(b) Date of

distribution

(c) Fair market value of

asset(s) distributed or

amount of transaction

expenses

(d) Method of

determining FMV for


transaction expenses

(e) EIN of recipient (f) Name and address of recipient (g) IRC Code section

of recipient(s) (if

tax-exempt) or type

of ent0y

All assets were trans 5/01/09 1,871,602 1871602 74-118969

Girl Scouts of the Rio Grande

9700 Girl Scout Way

El Paso TX 79924 501(c) (3)

Yes No

2 Did or will any officer , director , trustee , or key employee of the organization

a Become a director or trustee of a successor or transferee organization? 2a X

b Become an employee of , or independent contractor for, a successor or transferee organization? 2b X

c Become a direct or indirect owner of a successor or transferee organization's 2c X

d Receive , or become entitled to, compensation or other similar payments as a result of the organization's liquidation , termination , or dissolution? 2d X

e If the organization answered "Yes" to any of the questions in this line, provide the name of the person involved and expl ai n in Part III ►

For Privacy Act and Paperwork Reduction Act Notice , see the Instructions for Form 990 . Schedule N (Form 990 or 990-EZ) 2008

DAA

00588 07/15/2009

Schedule N (Form 990 or 990-EZ) 2008 Permian Basin Girl Scout Council 75-0887144 PagetPart I Liq uidation , Termination , or Dissolution (continued )

Note . If the organization distributed all of its assets during the tax year , then Form 990, Part X, column (B) should equal -0-. Yes No

3 Did the organization distribute its assets in accordance with its governing instruments(s)? If "No ," describe in Part III 3 X

4a Did the organization request or receive a determination letter from EO Determinations that the organization's exempt status was terminated? 4a X

b (If "Yes ," provide the date of the letter ►5a Is the organization required to notify the attorney general or other appropriate state official of its intent to dissolve, liquidate , or terminate? 5a X

b If "Yes ," did the organization provide such notice? 5b X

6 Did the organization discharge or pay all liabilities in accordance with state laws? 6 X

7a Did the organization have any tax-exempt bonds outstanding during the year? 7a X

b Did the organization discharge or defease tax-exempt bond liabilities in accordance with the Internal Revenue Code and state laws? 7b X

c If "Yes," describe in Part III how the organization defeased or otherwise settled these liabilities If "No," explain in Part III

Part tl Sale, Exchange, Disposition, or Other Transfer of More Than 25% of the Organization's Assets. Complete this part if the organization answered"Yes" to Form 990, Part IV, line 32, or Form 990-EZ, line 36. Use Schedule N-1 if additional space is needed.

I (a) Description of asset(s)

distributed or transaction

expenses paid

(b) Date of

distribution

(c) Fair market value of


amount of transaction

expenses

(d) Method of

determining FMV for


transaction expenses

(e) EIN of recipient (f) Name and address of recipient (g) IRC section of

recipient(s) (if

tax-exempt) or type

of enti ty

Yes No

2 Did or will any officer, director, trustee, or key employee of the organization

a Become a director or trustee of a successor or transferee organization? 2a

b Become an employee of, or independent contractor for, a successor or transferee organization? 2b

c Become a direct or indirect owner of a successor or transferee organization? 2c

d Receive, or become entitled to, compensation or other similar payments as a result of the organization's significant disposition of assets? 2d

e If the organization answered "Yes" to any of the questions in this line, provide the name of the person involved and explain in Part III

Schedule N (Form 990 or Form 990-EZ) 2008

DAA

00588 07/15/2009

Schedule N (Form990or 990-EZ)2008 Permian Basin Girl Scout Council 75-0887144 Page3

Part 111 Supplemental information . Complete this part to provide the information required by Part I, lines

2e, 7c; or Part II, line 2e; and any additional information.

Schedule N (Form 990 or 990-EZ) 2008

DAA

00588 07/15/2009

SCHEDULE 0

(Form 990)

Department of the TreasuryInternal Revenue Service

Name of the organization

Supplemental information to Form 990 ' OMB No 1545-0047

► Attach to Form 990 . To be completed by organizations to provide 2008additional information for responses to specific questions for the ^G

Form 990 or to provide any additional information . tcn

^rmian Basin Girl ScoutEmployer identification number

75-0887144

Form 990, Part III, Line 4d - All Other Achievements

The Organization builds girls of courage, confidence and

character, who make the world a better place. This is

accomplished through a variety of other programs.

Form 990, Part VI, Line 10 - Organization's Process Used to Review Form 990

The 990 is approved by the board before filing, and then sent to various

foundations of interest.

Form 990, Part VI, Line 15a - Compensation Process for Top Official

The process for determining compensation of the organization's Executive

Director is deliberated and decided on by the Girl Scout's board.

For Privacy Act and Paperwork Reduction Act Notice , see the Instructions for Form 990 . Schedule 0 (Form 990) 2008

DAA

00588 07/15/2009

Special Events Schedule ^fForm 990 Luvo

I For calendar year 2008, or tax year beg innin g 8/01/08 and ending / 3 0 / 0 9Name Employer Identification Number

Permian Basin Girl Scout Council 75-0887144(A) (B) (C) Others Total

Gross receipts 855, 330 125, 040 0 0 980, 370Less contributions 0 0 0 0 0

Gross revenue 855, 330 125, 040 0 0 980, 370Less direct expenses 280, 774 64, 495 0 0 345, 269

Net income (loss) 574, 556 60, 545 0 0 635, 101

Description (A)

(B)

(c)

Others

Cookie Sales

Fall Sales

00588 Permian Basin Girl Scout Council 7/15/2009

75-0887144 Federal StatementsFYE: 4/30/2009

Taxable Interest on Investments

Unrelated Exclusion PostalDescription Amount Business Code Code Code

$ 7,325 1

Total $ 7,325

00588 Permian Basin Girl Scout Council

75-0887144FYE: 4/30/2009

Description

Bad debtTelephonePostage and freightTrainingPrintingBank feesDues & subscriptionsOther

Total

Federal Statements

Form 990 . Part IX. Line 24f - All Other Expenses

Total ProgramExpenses Service

$ 10,590 $ 2,5908,746 8,2968,256 5,4794,534 4,3093,748 3,6182,212 8041,435 805

249

470

$ 39,770 $ 25,901 $ 11,879 $ 1,9 90

Management &General

$ 8,000450

1,257225130

1,4081602 49

7/15/2009

FundRaising

1,520

f

Permian Basin Girl Scout Council EIN: 75-0887144 Schedule N Attachment

Corporations Section E of Hope Andrade

P.O.Box 13697 Secretary of State

Austin, Texas 78711-3697

Office of the Secretary of State

May 04, 2009

Capitol Services IncP O Box 1831Austin, TX 78767 USA

RE:GIRL SCOUTS OF THE RIO GRANDE (File Number: 7361601 )

It has been our pleasure to approve and place on record the filing instrument effecting a merger. The

appropriate evidence of filing is attached for your files. Payment of the filing fee is acknowledged by

this letter.

If we can be of further service at any time, please let us know.

Sincerely,

Corporations SectionBusiness & Public Filings Division

Enclosure

Come visit us on the internet at http://www.sos.state.tx.us!Phone : (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services

Prepared by: Lisa Jones TID: 10339 Document : 256488500002


Corporations Section E p- Hope Andrade

P.O.Box 13697 5 f Secretary of StateAustin, Texas 78711-3697 or

• Y


CERTIFICATE OF MERGER

The undersigned, as Secretary of State of Texas, hereby certifies that a filing instrument merging

GIRL SCOUTS OF THE PERMIAN BASINDomestic Nonprofit Corporation

[File Number: 9217401 ]

GIRL SCOUTS-ZIA COUNCIL, INC.Foreign Nonprofit Corporation

New Mexico, USA[Entity not of Record , Filing Number Not Available]

Into

GIRL SCOUTS OF THE RIO GRANDEDomestic Nonprofit Corporation

[File Number: 7361601 ]

has been received in this office and has been found to conform to law.

Accordingly, the undersigned, as Secretary of State, and by the virtue of the authority vested in the

secretary by law, hereby issues this certificate evidencing the acceptance and filing of the merger on

the date shown below.

Dated: 05/04/2009

Effective: 05/04/2009

Hope AndradeSecretary of State

Come visit us on the internet at http://www.sos. state.lx.us!

Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services

Prepared by: Lisa Jones TID: 10339 Document: 256488500002


Corporations Section E p Hope Andrade

P.O.Box 13697 Secretary of State

Austin, Texas 78711-3697


Come visit us on the internet at http://www.sos.state.tx.us!

Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 forRelay Services

Prepared by: Lisa Jones TID: 10339 Document: 256488500002


FILEDIn the Office of the

Secretary of State of Texas

MAY 0 4 2009STATE OF TEXAS

Corporations Section

ARTICLES OF MERGER

MERGING

GIRL SCOUTS OF THE PERMIAN BASIN

and

GIRL SCOUTS-ZIA COUNCIL, INC.

with and into

GIRL SCOUTS OF THE RIO GRANDE

Pursuant to Article 5.04 of the Texas Non-Profit Corporation Act, Girl Scouts of the

Permian Basin, a Texas non-profit corporation ("Permian"), Girl Scouts-ZIA Council, Inc., aNew Mexico non-profit corporation ("ZIA"), and Girl Scouts of the Rio Grande, a Texas non-profit corporation ("Rio Grande"), executed the following Articles of Merger and do hereby

certify:

1. The Agreement and Plan of Merger is attached hereto as Annex A (the"Agreement").

2. (a) A meeting of the voting members of Permian was held on April 25, 2009.A quorum was present at such meeting and the Agreement was approved

by at least two-thirds of the votes which members present at such meeting

in person were entitled to cast.

(b) A meeting of the voting members of ZIA was held on April 19, 2009. Aquorum was present at such meeting and the Agreement was approved byat least two-thirds of the votes which members present at such meeting inperson were entitled to cast.

3

(c) A meeting of the voting members of Rio Grande was held on April 18,2009. A quorum was present at such meeting and the Agreement was

approved by at least two-thirds of the votes which members present atsuch meeting in person were entitled to cast.

The surviving corporation shall be Rio Grande.

1006014432 DOC


IN WITNESS WHEREOF, the undersigned have caused these Articles ofMerger

to be executed as ofApril 30 , 2009.

Girl Scouts ofthe Permian Basin,a Texas non-profit corporation

By:Name: (MN Jy 15r1 Z1 JJTitle: (!-

Girl Scouts-ZIA Council, Inc.,a New Mexico non-profit corporation

By:Name:Title:

Girl Scouts ofthe Rio Grande,a Texas non-profit corporation

By:Name:Title:

S-1


IN W[I'NIiSS WHkREOl-, the undersigned have cauWed the%ea\rcictk of Mergerto he executed a, of April „2069.

Girl Scouts of the Permian L3a4in.a Texas non-piolit Corporation

Name:Tidci

( 1r1 Scouts-' ZIA ('ouncil, Inc.,

a New Mexico non-prof it corporation

a c: ^^No^ B N^t^yTitle: G'FO

(tirl Scouts ol'the Rio @rande,a Tc.'a$ non-profit corpor.,31ion

Name:Title:

5-I


IN WITNESS WHEREOF, the undersigned have caused these Articles of Mergerto be executed as ofApril, 2009.

Girl Scouts of the Permian Basin,a Texas non-profit corporation

By:Name:Title:

Girl Scouts-ZIA Council, Inc.,

a New Mexico non-profit corporation

By:

T.W19V

Girl Scouts of ' •Rio' Grst^de,

Title:O

S-1


Annex A

Agreement and Plan of Merger

(Please see attached.)


AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as ofApril 30, 2009, by and between Girl Scouts of the Rio Grande , a Texas non-profit corporation(" Rio Grande"), Girl Scouts of the Permian Basin , a Texas non-profit corporation ("Permian"),and Girl Scouts-ZIA Council , Inc., a New Mexico non-profit corporation ("ZIA," and togetherwith Rio Grande and Permian , the "Constituent Councils" and each , a "Constituent Council ").

RECITALS

The Board of Directors of each of the Constituent Councils deems it advisable and in theinterests of such Constituent Council and its respective members that the Constituent Councilsmerge, under and pursuant to Article 1396-5.07 of the Texas Non-Profit Corporation Act (the"TNPCA") and Section 53-8-45 of the New Mexico Nonprofit Corporation Act(the "NMNPCA"), into a single corporation (the "Mer er"), and has approved this Agreementand other transactions contemplated thereby (including , without limitation , the Merger).

The requisite number of members of each of the Constituent Councils entitled to vote toapprove the Merger have approved this Agreement and other transactions contemplated thereby(including, without limitation, the Merger).

AGREEMENT

The parties to this Agreement, in consideration of the mutual covenants, agreements, andprovisions contained in this Agreement, agree as follows:

ARTICLE ITHE MERGER

Section 1.1 Surviving Council . In accordance with the provisions of this Agreement

and the applicable laws of the States of Texas and New Mexico, at the Effective Time (asdefined in Section 1.3 ), Permian and ZIA shall be merged with and into Rio Grande and theseparate existence of Permian and ZIA shall cease. Rio Grande shall be the survivingcorporation (Rio Grande in its capacity as the surviving corporation is sometimes called the

"Surviving Council ") and shall continue its corporate existence and organization under the lawsof the State of Texas.

Section 1.2 Filings by Each Constituent Council . The Constituent Councils shallexecute and file the following documents:

(a) Articles of Merger with the Secretary of State of the State of Texas and allother filings and recordings required under the TNPCA with respect to theMerger (the "Texas Filings"); and

(b) Articles of Merger with the Public Regulation Commission of the State ofNew Mexico and all other filings and recordings required under the

1006(X)992 1 DOC


NMNPCA with respect to the Merger (the "New Mexico Filings")

Section 1.3 Effective Time . The term "Effective Time" shall mean the later of

(a) May 1, 2009, (b) the filing of the Texas Filings with the Secretary of State of the State of

Texas, (c) the filing of the New Mexico Filings with the Public Regulation Commission of the

State of New Mexico, or (d) such other time agreed upon by the parties to this Agreement and

designated in the Texas Filings and New Mexico Filings in accordance with Article 1396-10.07

of the TNPCA and Section 53-8-44 of the NMNPCA, respectively.

Section 1.4 Effects of the Merger . At the Effective Time, the Merger shall have the

effects set forth in this Agreement and in Article 1396-5.06 of the TNPCA and Section 53-8-44

of the NMNPCA, respectively. Without limiting the generality of the preceding sentence, and

subject to the preceding sentence, at the Effective Time, the Surviving Council shall have all the

rights, privileges, immunities, and franchises, both of a public and private nature, of each of

Permian and ZIA; and all property real, personal, and mixed, and all debts due on whatever

account, and all other choses in action, and all and every other interest, of or belonging to or due

to each of Permian and ZIA shall be taken and deemed to be transferred to and vested in the

Surviving Council without further act or deed.

Section 1.5 Articles of Incorporation and Bylaws of Surviving Council . From and

after the Effective Time, the Articles of Incorporation and Bylaws of Rio Grande shall beamended to read in their entirety as attached in Exhibit A and Exhibit B to this Agreement,

respectively, which shall constitute the Articles of Incorporation and Bylaws of the Surviving

Council, until amended in accordance with their respective terms. The Constituent Councils

shall execute and file the Articles of Incorporation with the Secretary of State of the State ofTexas simultaneously with the filing of Articles of Merger. The Articles of Incorporation,

among other things, reflect the name change of Rio Grande to "Girl Scouts of the DesertSouthwest - Southern New Mexico & West Texas, Inc."

Section 1.6 Board of Directors . At the Effective Time, the members of the first Board

of Directors of the Surviving Council shall be the following persons, and each shall hold officeuntil his or her successor is duly elected or appointed and qualified, or until his or her earlierdeath, resignation or removal:

(a) the officers of the Surviving Council, except the Chief Executive Officerand Chief Financial Officer;

(b) the Chief Executive Officer, as an ex officio non-voting member;

(c) the Chair of the Board Development Committee, if not otherwise a

member of the Board of Directors, as an ex officio member with all the

rights and responsibilities of other voting members of the Board of

Directors; and

(d) as directors-at-large of the Board of Directors, the following persons:

NameChristy Brown

Term2009 - Spring 2010

2

Permian Basin Girl Scout Council EIN: 75-0887144

Elizabeth DahlDavid DanielDonna EichstaedtRon FluryPat HunterIvonne JimenezDenyse JohnsonMarsha SmithAudrey CurryLady Chachi HawkinsJonathan LucasAnne MackeyLuanne NorthCathy SotoRoberta StathisKaren Williams

Schedule N Attachment

2009 - Spring 20102009 - Spring 20102009 - Spring 20102009 - Spring 20102009 - Spring 20102009 - Spring 20102009 - Spring 20102009 - Spring 20102009 - Spring 20112009 - Spring 20112009 - Spring 20112009 - Spring 20112009 - Spring 20112009 - Spring 20112009 - Spring 20112009 - Spring 2011

Section 1.7 Officers . At the Effective Time, the Elected Officers (as defined in the

Bylaws of the Surviving Council, attached as Exhibit B to this Agreement) of the SurvivingCouncil shall be the following persons, and each shall hold office until his or her successor is

duly elected or appointed and qualified, or until his or her earlier death, resignation or removal:

NameCathy Womack McKelvainJanet HamptonSherry BellCindy ConroyMisty Hendricks

TitleChair of the BoardFirst Vice Chair of the BoardSecond Vice Chair of the BoardSecretaryTreasurer

Section 1.8 Board Development Committee . At the Effective Time, the members of

the Board Development Committee of the Surviving Council shall be the Chief Executive

Officer as an ex officio non-voting member and the following persons, and each shall hold office

until his or her successor is duly elected and qualified, or until his or her earlier death,

resignation, or removal:

NameJanet AguilarJudy BrittonAudrey Curry*Denyse Johnson*Laurie JohnsonJudy LeibrookMarsha Smith*Cathy Soto*Schatzie Tighe

Term2009 - Spring 20102009 - Spring 20112009 - Spring 20112009 - Spring 20102009 - Spring 20102009 - Spring 20112009 - Spring 20102009 - Spring 20112009 - Spring 2010

*Also a member of the Board of Directors.

3


ARTICLE II

CONVERSION OF MEMBERSHIP

Section 2.1 Members . At the Effective Time, by virtue of the Merger and without any

action on the part of any Constituent Council, each voting membership interest in each

Constituent Council outstanding immediately prior to the Effective Time shall automatically

cease and memberships in the Surviving Council shall be determined in accordance with the

Bylaws of the Surviving Council.

ARTICLE IIIMISCELLANEOUS

Section 3.1 Amendment . This Agreement may be abandoned by the Boards of

Directors of the Constituent Councils at any time prior to the filing of the Texas Filings with the

Secretary of State of the State of Texas or the New Mexico Filings with the Public Regulation

Commission of the State of New Mexico.

Section 3.2 Further Acts . The respective officers of the Constituent Councils are

hereby authorized, empowered, and directed by the respective Boards of Directors of the

Constituent Councils to do any acts and to make, execute, deliver, file, or record any papers

necessary, proper, or convenient to effect any of the provisions of this Agreement.

Section 3.3 Execution in Counterparts . This Agreement may be executed in one or

more counterparts, each of which shall be deemed an original, but all of which together shall

constitute the same instrument.

[Signature Page Follows]

4


This Agreement has been executed on behalf of each of the Constituent Councils as ofthe date first above written.

Girl Scouts ofthe Rio Grande," ^' n profit Cor ibratton

ay"

TitTc:

Girl Scouts of the Permian Basin,a, Texas, non-profit 99rporatiion

Ulm-Title:

G1'rl"0E=-W, tJA CotmcA; Irtc.,&New Mexico non-prcfit corporation.

By

Title:

S-1


This Agreement has been executed on behalf of each ofthe Constituent Councils as of

the date first above written.

Girl Scouts ofthe Rio Grande,

a Texas non-profit corporation

By:Name:Title:

Girl Scouts ofthe Permian Basin,

a Tegas non-profit corporation

I d LAM / t7 /I #zBy:Name: N y 15M-7VAITitle:

Girl Scouts-ZIA Council, Inc.,a New Mexico non-profit corporation

By:Name:Title:

S-1


'1 hit Agreement has been c.xi;.cuted on hehall'of each ot'thc f.ran.titucnt Councils u:: ofthe date 1 iraf ithove written.

Girl Scouts of the Rio Grande,a Texas non-profit corporation

I ly*4Ja,-:-:F .n..ti.^, •I KM.. ^,... If

Name:Tide.

Girl Scouts of the I'enWan Rain,a'I'cxas n,gn-profit corporation

Name:

Girl Seauts.,71A OftIncih; Inc.,,a New Me eo non- 3rofit corporationk_ê

Title: GEo

S-I

• Permian Basin Girl Scout Council EIN: 75-0887144 Schedule N Attachment

Corporations Section E C Hope Andrade

P.v.Box 13697 Secretary of StateAustin, Texas 78711-3697

G


May 04, 2009

Capitol Services IncP O Box 1831Austin, TX 78767 USA

RE: GIRL SCOUTS OF THE DESERT SOUTHWEST - SOUTHERN NEW MEXICO & WESTTEXAS, INC.File Number: 7361601

It has been our pleasure to file the restated articles for the referenced entity. Enclosed is the certificateevidencing filing. Payment ofthe filing fee is acknowledged by this letter.

If we may be of further service at any time, please let us know.

Sincerely,

Corporations SectionStatutory Filings Division(512) 463-5555

Enclosure

Come visit us on the internet at http://www.sos.state. tx. us/

Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay ServicesPrepared by: Lisa Jones TID: 10075 Document: 256489490002

Permian Basin Girl Scout Council EIN: 75-0887144

Corporations Section ^F OP.O.Box 13697Austin, Texas 78711-3697

Schedule N Attachment

Hope AndradeSecretary of State


CERTIFICATE OF RESTATED ARTICLESOF

GIRL SCOUTS OF THE DESERT SOUTHWEST - SOUTHERN NEW MEXICO &WEST TEXAS, INC.

7361601

[formerly: GIRL SCOUTS OF THE RIO GRANDE]

The undersigned, as Secretary of State of Texas, hereby certifies that the Restated Articles for the abovenamed entity have been received in this office and have been found to conform to law.

ACCORDINGLY the undersigned, as Secretary of State, and by virtue of the authority vested in theSecretary by law hereby issues this Certificate of Restated Articles.

Dated: 05/04/2009

Effective: 05/04/2009

(4A^^Hope AndradeSecretary of State

Come visit us on the internet at http://www.sos.state.tx.us/Phone : (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay ServicesPrepared by: Lisa Jones TID : 10076 Document : 256489490002


UIL"

In the Office of theSecretary of State of Texas

MAY 0 4 2009AMENDED AND RESTATED

ARTICLES OF INCORPORATION Corporations SectionOF

GIRL SCOUTS OF THE RIO GRANDE

ARTICLE ONE

Girl Scouts of the Rio Grande, pursuant to the provisions of Article 1396-4.06 of theTexas Non-Profit Corporation Act, hereby adopts restated articles of incorporation thataccurately copy the articles of incorporation and all amendments thereto that are in effect to dateand as further amended by such restated articles of incorporation as hereinafter set forth and

which contain no other change in any provision thereof.

ARTICLE TWO

The articles of incorporation of the corporation are amended and restated in their entiretyby the amended and restated articles of incorporation , which amended and restated articles ofincorporation are accurately and completely set forth in ARTICLE SIX.

ARTICLE THREE

A meeting of the voting members of the corporation was held on April 18 , 2009. Aquorum was present at such meeting and the amended and restated articles of incorporation andeach amendment made by the amended and restated articles of incorporation were approved byat least two-thirds of the votes which members present at such meeting in person were entitled tocast.

ARTICLE FOUR

Each amendment made by the amended and restated articles of incorporation has beeneffected in conformity with the provisions of the Texas Non-Profit Corporation Act.

ARTICLE FIVE

The amended and restated articles of incorporation set forth in ARTICLE SIX shallbecome effective on May 1, 2009.

ARTICLE SIX

The articles of incorporation and all amendments and supplements thereto are herebysuperseded in their entirety by the following amended and restated articles of incorporation:

0 1 1 1 Permian Basin Girl Scout Council EIN : 75-0887144 Schedule N Attachment

ARTICLE INAME

The name of this corporation is GIRL SCOUTS OF THE DESERT SOUTHWEST -SOUTHERN NEW MEXICO & WEST TEXAS, INC. (the "Corporation").

ARTICLE IIPURPOSES

The purposes of the Corporation are exclusively charitable and educational within themeaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of anyfuture federal tax code, and are more specifically as follows:

1. To offer all girls five to seventeen years of age residing within the jurisdiction ofthe Corporation an opportunity to participate in the Girl Scout program, in accordance with thepurpose of the Girl Scout movement in the United States of America, which purpose is to buildgirls of courage, confidence and character, who make the world a better place.

2. To develop, manage, and maintain Girl Scouting throughout the area ofjurisdiction of the Corporation, in such manner and subject to such limitations as prescribed bythe constitution, bylaws, and the policies for Girl Scouts of the USA and by the terms of thecharter granted to the Corporation by Girl Scouts of the USA.

3. Subject to such limitations and conditions as are or may be prescribed by law, toexercise such other powers that now or hereafter may be conferred by law upon a corporationorganized for the purposes hereinabove set forth, or necessary or incidental to the powers soconferred, or conducive to the attainment of the above-stated purposes of the Corporation.

ARTICLE IIISTATUS

The Corporation is a non-profit corporation organized under the Texas Non-ProfitCorporation Act.

ARTICLE IVJURISDICTION

The jurisdiction of the Corporation includes:

1. all of the following counties in the State of Texas: Andrews, Brewster, Crane,Crockett, Culberson, Ector, El Paso, Gaines, Glasscock, Howard, Hudspeth, Jeff Davis, Loving,Martin, Midland, Pecos, Presidio, Reagan, Reeves, Terrell, Upton, Ward and Winkler; and

2. all of the following counties in the State of New Mexico: Chaves, Dona Ana,Eddy, Grant, Hidalgo, Lea, Lincoln, Luna, Otero, and Sierra.

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. .Permian Basin Girl Scout Council EIN: 75-0887144 Schedule N Attachment

ARTICLE VDEDICATION OF ASSETS

No part of the net earnings of the Corporation shall inure to the benefit of, or bedistributable to, its members, officers or other private persons, except that the Corporation shallbe authorized and empowered to pay reasonable compensation for services rendered and to makepayments and distributions in furtherance of the purposes set forth in Article II hereof. Nosubstantial part of the activities of the Corporation shall be carrying on of propaganda, orotherwise attempting to influence legislation, and the Corporation shall not participate in, orintervene in (including the publishing or distributing of statements), any political campaign onbehalf of or in opposition to any candidate for public office. Notwithstanding any otherprovision of these Articles of Incorporation, the Corporation shall not carry on any otheractivities not permitted to be carried on (a) by a corporation exempt from federal income taxunder Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any futurefederal tax code, or (b) by a corporation, contributions to which are deductible under Section170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal taxcode.

ARTICLE VIDISTRIBUTION OF ASSETS

Upon the dissolution of the Corporation or the winding up of its affairs, its assets shall be(a) distributed to one or more organizations that are chartered or licensed by the Girl Scouts ofthe USA and organized and operated for one or more exempt purposes within the meaning ofSection 501(c)(3) of the Internal Revenue Code, or the corresponding section of any futurefederal tax code, or (b) placed in trust with Girl Scouts of the USA for the benefit of GirlScouting pending the inclusion of all or part of the jurisdiction of the Corporation in thejurisdiction of another Girl Scout Council. Any such assets not so disposed of shall be disposedof by a district court of the county in which the Corporation's principal office is then located toone or more organizations exempt under Section 501(c)(3) or described in Section 170(c)(1) or(2) of the Internal Revenue Code, or the corresponding sections of any future federal tax code.

ARTICLE VIIREGISTERED OFFICE AND AGENT

The registered office of the corporation is located at 815 Brazos St., Ste. 500, Austin,Texas, 78701, and the registered agent at such address is Incorp Services, Inc.

ARTICLE VIIIDURATION

The Corporation will have perpetual existence.

ARTICLE IXACTION BY WRITTEN CONSENT

Any action that may be taken, or that is required by law, these Articles of Incorporationor the Bylaws of the Corporation to be taken, at any meeting of the members of the Corporation


or the Board of Directors or a committee thereof may be taken without a meeting, without priornotice, and without a vote, if a consent in writing, setting forth the action to be taken, is signedby a sufficient number of members of the Corporation or members of the Board or Directors orcommittee thereof as would be necessary to take such action at a meeting at which all of themembers of the Corporation or members of the Board of Directors or committee thereof werepresent and voted.

ARTICLE XLIABILITY

A director of the Corporation shall not be liable to the Corporation or its members formonetary damages for an act or omission in such director's capacity as a director, except to theextent such exemption from liability or limitation thereof is not permitted under applicable law.If applicable law is amended or becomes effective to authorize corporate action furthereliminating or limiting the personal liability of directors, then the liability of a director of theCorporation shall be eliminated or limited to the fullest extent permitted by such statute, as soamended or effective. Any repeal or modification of the provisions of this Article X by themembers of the Corporation shall not adversely affect any right or protection of a director of theCorporation existing at the time of such repeal or modification.

ARTICLE XIDIRECTORS

The number of directors constituting the current Board of Directors of the Corporation is23, and the names and addresses of the persons who currently serve as the directors are asfollows:

Diane FlanaganCathy Womack McKelvainJanet HamptonSherry Bell

Cindy Conroy

Misty Hendricks

Christy Brown

Elizabeth DahlDavid Daniel

Donna Eichstaedt

Ron Flury

Pat Hunter

Ivonne Jimenez

Denyse Johnson

Marsha Smith

Audrey Curry

Lady Chachi HawkinsJonathan Lucas

Anne Mackey

9700 Girl Scout Way, El Paso , TX 799245217 N Dixie, Odessa, TX 79762P.O. Box 1328, Artesia, NM 882115217 N Dixie, Odessa, TX 79762

9700 Girl Scout Way, El Paso , TX 79924P.O. Box 1328 , Artesia, NM 882115217 N Dixie , Odessa, TX 797629700 Girl Scout Way, El Paso , TX 79924

5217 N Dixie, Odessa , TX 79762

9700 Girl Scout Way, El Paso , TX 79924

P.O. Box 1328 , Artesia, NM 88211

5217 N Dixie , Odessa, TX 79762

9700 Girl Scout Way, El Paso , TX 799249700 Girl Scout Way, El Paso , TX 79924

P.O. Box 1328, Artesia , NM 88211

5217 N Dixie , Odessa, TX 79762

5217 N Dixie, Odessa, TX 79762

9700 Girl Scout Way, El Paso , TX 799245217 N Dixie, Odessa , TX 79762

4

I- • i


Luanne North P.O. Box 1328, Artesia, NM 88211

Cathy Soto 9700 Girl Scout Way, El Paso , TX 79924

Roberta Stathis 9700 Girl Scout Way, El Paso , TX 79924

Karen Williams 5217 N Dixie, Odessa, TX 79762

ARTICLE XIIAMENDMENTS TO ARTICLES OF INCORPORATION

These Articles of Incorporation may be amended, upon the recommendation of the Boardof Directors, by the affirmative vote of two-thirds of the members of the Corporation present atany meeting of the members of the Corporation; provided that the text of or informationregarding the proposed amendment shall have been included in the notice of the meeting, andprovided further that no amendment shall be made that would cause the Corporation to cease tobe an organization described in Section 501(c)(3) of the Internal Revenue Code, or thecorresponding section of any future federal tax code. Notwithstanding the foregoing, noprovision of this Article XII shall be interpreted as prohibiting the dissolution of the Corporation.

ARTICLE XIIIAMENDMENTS TO BYLAWS

The power to amend the Corporation's Bylaws is exclusively reserved to the members ofthe Corporation.

[Signature Page Follows]


IN WTINESS WHEREOF, the undersigned has caused these Amended and RestatedArticles ofIncorporation to be executed as ofApril 30, 2009, which are to be effective as of

May 1, 2009.

"Sam

WN!

Documents

990 Return ofOrganization Exempt From IncomeTax OMBNo 1545 ... · r00588071'1 5/2009 990 Return ofOrganization Exempt From IncomeTax OMBNo 1545-0047 Form Undersection 501(c), 527,