Recruit Jody Johnston to the board — first ask, now. This is the single highest-priority action in the entire checklist. Nothing files without a board. Jody is mission-aligned (OBOV), has no commercial ties to Syntropy AI, and satisfies the independent director requirement. The pending OBOV intro letter becomes this conversation. Note upfront: if OBOV later becomes a Foundation deployment partner receiving identity credits, Jody must recuse from those votes — disclose the dual role in the COI framework from day one.

Engage tax-exempt organization counsel by June 30. This is the longest professional lead time item. You need an attorney experienced in both 501(c)(3) filings AND dual-entity (for-profit/nonprofit) structures. The IRS scrutinizes for-profit/nonprofit relationships closely. Counsel must review Articles, bylaws, the Form 1023 narrative, and the Syntropy AI license and services agreements before anything files.

Confirm "Alcyone Foundation, Inc." is available as a legal name. Search Sunbiz (Florida Division of Corporations) for exact and similar names. Also check USPTO trademark database for conflicts with the Alcyone brand. Both searches are free and take under 10 minutes.

Identify 2 additional independent board seats (Seats 2 & 3) — target June 30. Target profiles: (1) elder-care or veteran-services administrator; (2) community banking / CDFI professional or nonprofit finance expert (natural Treasurer); (3) faith or civic community leader. Tampa Bay network first. Excluded: Troy Workman and any Syntropy AI advisory candidates. Keep advisory track and Foundation board fully separate.

Finalize and lock the mission statement. The IRS narrative (Form 1023 Part IV) and the Articles purpose clause must match exactly. The working mission statement in Part 2A of the checklist document is already strong — confirm alignment with counsel before it goes into Articles.

Decide principal address: 2916 W Violet St vs. separate. Shared address with Syntropy AI is permissible, but reinforces arm's-length separation everywhere else. If using shared address, document it carefully and compensate via shared-services agreement.

Identify registered agent (FL street address required). Can be a director, officer, or commercial registered agent service. Must be a person or entity with a Florida street address (no P.O. boxes).

Draft conflict-of-interest (COI) policy. Required in practice for Form 1023 approval; essential given the Syntropy AI relationship. Counsel should draft this. Must address Jody's potential dual role if OBOV becomes a deployment partner, and all founder/officer conflicts with the licensor.

Draft Articles of Incorporation with all three IRS-required clauses. Do NOT use Sunbiz default minimal articles — they lack the required language. Must include: (1) Purpose clause limiting activities to 501(c)(3) charitable/educational purposes; (2) Prohibition on private inurement and political campaign activity; (3) Dissolution clause directing assets to another 501(c)(3) upon dissolution.

File Articles with Florida Division of Corporations (Sunbiz). Filing fee: $70–$87.50. Record the FL document number alongside Syntropy AI's (300474914663) in the entity register. Processing is typically 1–3 business days online.

Obtain EIN from IRS. Free. Online application via IRS SS-4 — same-day issuance. Apply immediately after Articles are accepted. You will need the EIN for the bank account, Form 1023, and FDACS registration.

Hold organizational board meeting. Must adopt: bylaws, conflict-of-interest policy, elect officers, authorize bank account opening, authorize Form 1023 filing. Keep full minutes — Form 1023 asks for them. This meeting cannot happen until at least 3 board members are seated.

Open Foundation bank account — fully separate from Syntropy AI. No commingling, ever. A dedicated account is both a legal requirement for arm's-length compliance and a visual demonstration of independence to the IRS. Requires EIN and organizational meeting minutes authorizing the account.

Obtain D&O insurance quote before independent directors join. Directors & Officers liability coverage protects board members from personal liability. Have a quote or a binding policy in place before asking external directors to accept seats — it's standard good governance and reduces friction in the board recruitment conversation.

Confirm full Form 1023 required (not 1023-EZ). The 1023-EZ ceiling is projected gross receipts ≤ $50K/year for 3 years. Year 1 corporate sponsor target is $500K — that alone disqualifies the short form. Budget: $600 IRS user fee. Processing: 3–9 months (expedite possible). Do not assume the EZ applies without verifying current IRS eligibility requirements.

Draft Form 1023 Part IV — Narrative of Activities. This is the single most important document in the filing. A working draft basis exists in the checklist document (Part 2E). Counsel must review and finalize. The Syntropy AI relationship disclosure paragraph in the draft must reflect the actual final board composition — it must be true when filed.

Draft and execute Syntropy AI ↔ Foundation agreements before filing. Two agreements required: (1) Technology License — Foundation's right to deploy Alcyone ID enrollments, at-cost or below-market in the Foundation's favor; (2) Shared Services Agreement — if staff, space, or equipment is shared, documented at fair market, invoiced. These must be fully executed before Form 1023 is submitted, and disclosed in the filing.

Prepare 3-year financial projections. Required for Form 1023. Revenue lines: corporate sponsorships, grants, individual donations. Expense lines: identity credits deployed, technology licensing fee to Syntropy AI, administration. Keep admin/overhead ratio defensible — IRS and sponsors both scrutinize this. Projections must reflect the $500K Year 1 sponsor target and its implications.

Prepare full Syntropy AI relationship disclosure for Form 1023. Voluntary, complete disclosure prevents a 12-month IRS back-and-forth. Must describe: shared founders, all licensing or services agreements, how pricing is set at fair market value, and board independence measures. This is in addition to the Narrative — it likely goes in a separate attachment or schedule.

Submit Form 1023 via pay.gov by August 31. $600 user fee paid online. Keep confirmation and case number. If a contingent sponsor LOI exists at time of filing, submit an expedite request — this can compress IRS processing materially. Monitor for and respond to any IRS information requests within their stated deadline.