# THE IRS RECORD
## Delaware Celebration of Jazz, Inc. — producer of the Rehoboth Beach Jazz Festival
EIN **51-0373709** · 30732 Sassafras Drive, Lewes DE 19958 · (302) 249-0809
501(c)(3), tax-exempt since October 1997 · NTEE A6C0 (music) · Preparer: Progar & Company PA
Every return signed by **Dennis Santangini, President**. Retrieved 11 August 2026 from the IRS
filings published via ProPublica Nonprofit Explorer.

---

## FIRST, THE HONEST HEADLINE

**This is not a fake charity and there is no evidence of a scam.** Officer compensation is $0 in
every year on file, 2011 through 2025. Expenses track revenue. The money visibly goes into
putting on a festival. Anyone who says otherwise in public will be wrong and will hand them a
defamation claim.

**What the filings do show is a governance record that a regulator would find remarkable**, and
one transaction that is, on the face of the form, difficult to explain:

> **The charity has lent money to its own president. The organization's own Schedule L states the
> loan was not approved by the board and there is no written agreement.**

That is the story. Everything else is context.

---

## 1 · THE LOAN TO THE PRESIDENT

**Form 990, Schedule L, Part II — Loans to and/or From Interested Persons**, filed for
tax years 2023, 2024 and 2025:

| Field | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Name of interested person | DENNIS SANTANGINI | DENNIS SANTANGINI | DENNIS SANTANGINI |
| Relationship | OFFICER | OFFICER | OFFICER |
| **Purpose of loan** | **blank** | **blank** | **blank** |
| Direction | loan **from the organization** | same | same |
| Original principal | $15,370 | $15,370 | $15,370 |
| **Balance due** | **$11,947** | **$20,875** | **$21,927** |
| In default? | No | No | No |
| **Approved by board or committee?** | **No** | **No** | **No** |
| **Written agreement?** | **No** | **No** | **No** |

**The direction is confirmed two independent ways.** The IRS XML element is
`LoanFromOrganizationInd` — a loan *from* the organization. And the balance sits on
**Form 990, Part X, line 5**, which is the *asset* line: *"Loans and other receivables from any
current or former officer, director, trustee, key employee…"* **Line 22 — loans payable *to*
officers — is blank in all three years.** The charity is the lender. Its president is the borrower.

**The balance has grown past the original principal.** $15,370 was advanced; the receivable stood
at $11,947, then $20,875, then $21,927 — a rise of $9,980 across two years. Money went out faster
than it came back. Schedule L Part V, where an organization may explain itself, is **empty in all
three years**. Schedule O says nothing about it. Form 990 Part IV line 26 is answered "Yes" every
year, which is what triggers the schedule in the first place — so this is disclosed, not hidden.
It is simply never explained.

**Innocent explanations that a fair person should hold open:** it could be an accumulated travel
or expense advance that the bookkeeper parked in a receivable; it could be a personal loan made
years ago in good faith; it could be a credit card or vehicle arrangement mischaracterized by the
preparer. Any of those would be ordinary. **But none of them would change the two answers the
organization gave under penalty of perjury: no board approval, no written agreement.**

---

## 2 · THE GOVERNANCE RECORD — Form 990, Part VI

Identical answers in FY2023, FY2024 and FY2025:

| Question | Answer |
|---|---|
| Voting members of the governing body | **4** |
| **Independent voting members** | **0** |
| Written **conflict of interest** policy | **No** |
| Written **whistleblower** policy | **No** |
| Written **document retention** policy | **No** |
| Independent **process for determining compensation** (CEO / other officers) | **No / No** |
| Financial statements compiled or reviewed by an accountant | **No** |
| Financial statements **audited** | **No** |
| Audit committee | **None** |
| Family or business relationship among officers | No |
| Copy of Form 990 given to the board before filing | Yes |
| **How governing documents are made available to the public** | **"Upon request" only** — the "own website" and "another's website" boxes are **not** checked |
| **Books and records are held by** | **Dennis Santangini, 30732 Sassafras Drive, Lewes DE** — his address, which is also the organization's address |

Schedule O, verbatim and unchanged for three years:

> "ANY OF OUR ORGANIZATION'S GOVERNING DOCUMENTS AND FORM 990 ARE AVAILABLE UPON REQUEST.
> REQUEST MUST BE WRITTEN AND SUBMITTED TO DENNIS SANTANGINI. THE REQUESTED DOCUMENTS WOULD
> THEN BE PROVIDED TO THE REQUESTOR IN A TIMELY MANNER."

So: a four-person board with **zero independent members**, no conflict-of-interest policy, no
audit, no review, no compilation, records kept at the president's house, documents released only
on written request to the president — and a loan to that president that the board did not approve.

**This is the finding.** Not "where did the money go." The money is accounted for. The finding is
that **every internal control that would normally catch a related-party transaction is absent, and
a related-party transaction is present.**

---

## 3 · WHERE THE MONEY ACTUALLY GOES

| | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Contributions and grants | $115,965 | $123,746 | $126,379 |
| Program service revenue (ticket sales) | $842,447 | $999,306 | $920,081 |
| **Total revenue** | **$958,932** | **$1,123,125** | **$1,046,915** |
| **Total expenses** | **$830,697** | **$980,260** | **$926,657** |
| **Surplus** | **+$128,235** | **+$142,865** | **+$120,258** |
| Total assets, end of year | $616,042 | $758,907 | $879,165 |
| **Net assets, end of year** | **$491,242** | **$634,107** | **$754,365** |

**Expense detail — Form 990, Part IX:**

| Line | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| **24a "COGS"** | **$387,933** | **$457,765** | **$427,387** |
| **24b "CONTRACT LABOR"** | **$124,154** | **$98,798** | **$154,192** |
| Sound / lighting / equipment rental | $43,662 | $68,925 + $67,083 | $74,016 + $8,497 |
| Travel | $70,300 | $63,789 | $71,901 |
| Advertising and promotion | $32,997 | $32,714 | $37,491 |
| Accounting | $1,895 | $1,320 | $2,935 |
| Compensation of officers / salaries / management fees | **$0** | **$0** | **$0** |
| **Fundraising expense** | **$0** | **$0** | **$0** |

**There is no line anywhere called "artist fees," "talent," or "production."** Performer payments
can only be inside *COGS* and *CONTRACT LABOR*, and neither is itemized in Schedule O. Together
those two lines are **$512,087 · $556,563 · $581,579** — roughly 60% of all spending, disclosed as
two words.

**Form 990 Part VII Section B — independent contractors paid over $100,000 — is entirely blank in
all three years.** No name, no service description, no count. Either no single vendor cleared six
figures out of that $580,000, or the section was not completed.

**Other line items worth a question:** "AUTO EXPENSE" charged to *management and general* —
$16,964, $24,710, $14,132 — at an organization that reports **zero employees**. "MEALS &
ENTERTAINMENT" $26,170 / $16,208 / $27,516. "BANK CHARGES" rising $10,463 → $21,456 → $25,555.
None of these are improper on their face. All of them are the kind of line an auditor asks about,
and this organization has never had an auditor.

**The $124,800 — mystery solved, and it is boring.** Schedule D, Part X names it exactly:
**"NOTE PAYABLE - EIDL LOAN — 124,800."** An SBA Economic Injury Disaster Loan from the pandemic.
It is the organization's *only* liability. It has not moved by a dollar in three years and no
interest expense is recorded. *(This corrects an earlier working assumption in this project that
the figure was a related-party item. It is not. It is a government loan.)*

---

## 4 · THE MISSION STATEMENT

Form 990, Part I line 1 and Part III line 1, verbatim, all three years — this is the entire
stated mission of the organization:

> **"PROMOTE TOURISM IN REHOBOTH BEACH, DE"**

Part III line 4a:

> "TO BRING JAZZ FESTIVAL TO THE CITY OF REHOBOTH BEACH TO PROMOTE TOURISM BUSINESS DURING OFF
> PEAK SEASON"

This matters more than it looks. The organization is registered under NTEE code **A6C0 — Music**,
and holds 501(c)(3) status, which requires an exempt purpose: charitable, educational, or in the
arts. **Its own stated purpose is tourism promotion — economic development for a resort town's
off season.** Tourism promotion is a classic 501(c)(6) business-league purpose, not a 501(c)(3)
one. Charities do lawfully pursue community economic development, and courts have allowed it. But
an organization whose sole self-described mission is to fill hotel rooms in October — with no
education line, no outreach line, no scholarship, no youth program on the expense statement — is
making a weaker case for its own exemption than it needs to.

**That single sentence is also the whole booking argument in the organization's own words.** If
the mission is tourism, then the artist roster is not an artistic judgment at all. It's inventory
selected to move hotel rooms — and the festival has said so, in writing, to the federal
government, every year.

---

## 5 · WHAT IS ACTUALLY REVIEWABLE — the legal map

Nothing below is a legal opinion, and nothing below asserts that any law was broken. These are
the frameworks a regulator or a lawyer would apply, and the questions each one asks.

### A. IRC §4958 — excess benefit transactions / "intermediate sanctions"
Applies to transactions between a public charity and a **"disqualified person"** — which a
president plainly is. If a charity provides an economic benefit exceeding the value it receives
in return, the IRS can impose an excise tax of **25% of the excess benefit on the recipient**
(rising to 200% if not corrected) and **10% on any organization manager who knowingly approved
it**. A below-market or interest-free loan to an insider is a textbook example of a benefit that
must be valued.

The safe harbour is the **rebuttable presumption of reasonableness** (Treas. Reg. §53.4958-6),
which requires three things: approval in advance by an authorized body **composed of individuals
without a conflict of interest**; reliance on **comparability data**; and **contemporaneous
documentation**. On this record, the organization reports zero independent board members, no
conflict of interest policy, and — on Schedule L — no board approval at all. **The presumption is
not available.** That does not make the loan unlawful; it means the burden sits with the charity.

### B. Delaware corporate law — loans to officers
Delaware General Corporation Law **§143** permits a corporation to lend money to an officer or
employee "whenever, in the judgment of the directors, such loan… may reasonably be expected to
benefit the corporation." The operative words are *in the judgment of the directors*. Schedule L
answers "No" to board approval. A Delaware nonstock corporation's directors also owe the ordinary
fiduciary duties of care and loyalty, and those duties run to the charitable purpose.

### C. Delaware Attorney General — charitable oversight
Delaware has **no charitable-solicitation registration statute**, so there is no state charity
registry to file against. Oversight instead sits with the **Delaware Department of Justice**,
which holds the traditional *parens patriae* authority over charitable assets and runs a Consumer
Protection unit that accepts complaints. That is the correct state door.

### D. IRS — Form 13909
**Form 13909, Tax-Exempt Organization Complaint (Referral)** is the formal channel. It is a
one-page form; it can be submitted by email to **eoclass@irs.gov** or mailed to IRS EO Referrals,
1100 Commerce Street, MC 4910 DAL, Dallas TX 75242. Attach the Schedule L pages. The IRS does not
report back to the complainant, and referrals rarely produce visible action — but they are logged,
and a documented, specific, unemotional referral is treated very differently from a rant.

### E. Public inspection rights — the fastest lever, and the one anybody can pull
Under IRC §6104(d), a 501(c)(3) must make available for **public inspection, immediately and in
person at its principal office during regular business hours**: its three most recent Forms 990
*with all schedules*, and its **Form 1023 exemption application** with supporting documents. It
must provide **copies** within 30 days of a written request (a reasonable copying fee is allowed).
Failure to comply carries a **$20-per-day penalty**, up to $10,000 for an annual return, and there
is no cap for failure to produce the exemption application.

The organization's own filing says documents are available only by written request to its
president. **The in-person inspection right is not conditional on a written request.** The
Form 1023 — which would state what exempt purpose was originally claimed in 1997 — has never
been published.

### F. Public funders — the pressure point with the shortest fuse
The 2025 and 2026 festival schedules list **the Delaware Division of the Arts** as a sponsor,
alongside Delmarva Power, Wawa, Giant Foods and others. The Division of the Arts is a **state
agency distributing public money**. Any state arts grant carries assurances about governance and
non-discrimination. A short, factual letter to a grant officer — *your grantee reports no
conflict-of-interest policy, no independent directors, and an unapproved loan to its president;
what are your grant conditions on this?* — travels faster than anything filed with the IRS, and
requires no accusation whatsoever.

---

## 6 · THE QUESTIONS, WRITTEN NEUTRALLY
These are the questions to put in writing — to the board, to a reporter, to a grant officer.
Every one is answerable from documents the organization already has, and not one of them alleges
anything.

1. Schedule L of your Forms 990 for 2023, 2024 and 2025 reports a loan **from** the organization
   to its president, Dennis Santangini, with a balance of $11,947, $20,875 and $21,927. **What was
   the purpose of that loan?** Column (c) is blank on all three returns.
2. Each of those returns answers **"No"** to *approved by board or committee* and **"No"** to
   *written agreement.* **Who authorized the advance, and on what date?**
3. The original principal is stated as $15,370, but the balance due is now $21,927. **What
   additional amounts were advanced, and when?** What interest rate, if any, applies?
4. Part VI line 12a reports **no written conflict of interest policy.** Does the board intend to
   adopt one?
5. Part I line 4 reports **zero independent voting members** on a four-person board. How are
   directors selected, and by whom?
6. Part IX reports **$427,387 in "COGS" and $154,192 in "contract labor"** for 2025, with no
   itemization and **no independent contractors named in Part VII Section B.** How much of that
   was paid to performing artists, and to which booking agencies?
7. Mighty Music Corporation of Barnegat, New Jersey publicly states on its website that it has
   **"produced"** the Rehoboth Beach Jazz Festival. **Does the organization have, or has it ever
   had, a contract with Mighty Music Corporation or with Steve Butler?** If so, for what amount?
8. Is the festival's musical director compensated by the organization, and does he or his
   representatives participate in selecting the artists booked?
9. The organization's stated mission on Form 990 is **"promote tourism in Rehoboth Beach, DE."**
   Does the board consider artist selection an artistic decision or a tourism-marketing decision?
10. Will the organization make its **Form 1023 exemption application** available, as required by
    IRC §6104(d)?

---

## 7 · HOW TO WRITE THE LETTERS — three templates

### TEMPLATE A · To the board of Delaware Celebration of Jazz
*(Send first. Everything else is stronger if you asked them first and they didn't answer.)*

> Dear Mr. Santangini, Mr. DeFrancisco, Ms. Naylor and Mr. Crosby,
>
> I am writing about the public filings of Delaware Celebration of Jazz, Inc. (EIN 51-0373709).
>
> Schedule L of the organization's Forms 990 for tax years 2023, 2024 and 2025 discloses a loan
> from the organization to its president, with balances of $11,947, $20,875 and $21,927. Each
> return states that the loan was **not approved by the board or a committee** and that there is
> **no written agreement**, and each leaves the stated purpose blank.
>
> I would be grateful for the board's answers to three questions: what the advance was for, who
> authorized it, and on what terms it is being repaid.
>
> I would also like to inspect, under IRC §6104(d), the organization's three most recent Forms 990
> with all schedules and its Form 1023 exemption application. Please let me know a time this week
> when those records will be available for inspection at the principal office.
>
> I have no interest in embarrassing a volunteer board that has run a successful event for
> thirty-six years. I would simply like the answers on the record.

### TEMPLATE B · To the Delaware Division of the Arts
> I am writing regarding a grantee. Delaware Celebration of Jazz, Inc. (EIN 51-0373709) is listed
> as a sponsored partner of the Division on the 2025 and 2026 Rehoboth Beach Jazz Festival
> schedules.
>
> The organization's Forms 990 for 2023–2025 report: four voting directors and **zero independent
> directors**; **no written conflict of interest policy**; no whistleblower or document retention
> policy; no audited, reviewed or compiled financial statements; and, on Schedule L, a loan from
> the organization to its own president with a balance of $21,927 that the return states was **not
> board-approved and has no written agreement.**
>
> Could you tell me what governance representations the Division requires of grantees, and whether
> these disclosures are consistent with them?

### TEMPLATE C · To the IRS (Form 13909)
> Attach the Schedule L pages. In the narrative box, write only facts:
>
> "Delaware Celebration of Jazz, Inc. (EIN 51-0373709) reported on Schedule L, Part II of its
> Forms 990 for tax years 2023, 2024 and 2025 a loan from the organization to its president,
> Dennis Santangini, with balances of $11,947, $20,875 and $21,927 against an original principal
> of $15,370. Each return states the loan was not approved by the board or a committee and that
> there is no written agreement, and the purpose field is blank. The organization reports four
> voting members, zero of them independent, and no written conflict of interest policy. I am
> referring this for review under IRC §4958."

**Rules for all three letters.** Use only figures that appear on the returns. Attach the source
pages. Never use the words *scam*, *fraud*, *steal* or *embezzle* — you do not know that and it
converts a documented inquiry into an actionable claim against you. **Ask questions; do not state
conclusions.** The facts here are strong enough that they do not need help.

---

## SOURCES
- IRS Form 990, TY2025 — object ID 202620579349300942, filed 26 Feb 2026
  https://projects.propublica.org/nonprofits/organizations/510373709/202620579349300942/full
- IRS Form 990, TY2024 — object ID 202521089349301317, filed 18 Apr 2025
- IRS Form 990, TY2023 — object ID 202401779349301660, filed 25 Jun 2024
- Schedule L, all three years —
  https://projects.propublica.org/nonprofits/full_text/202620579349300942/IRS990ScheduleL
- Summary financial data 2011–2023, ProPublica Nonprofit Explorer API —
  https://projects.propublica.org/nonprofits/api/v2/organizations/510373709.json
- Organization profile — https://projects.propublica.org/nonprofits/organizations/510373709
- Festival sponsor listings, 2025 and 2026 schedules — https://rehobothjazz.com/index.php/schedule