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HomeMy WebLinkAboutPackets - Council Packets (886) AGENDA ORO VALLEY TOWN COUNCIL STUDY SESSION OCTOBER 10, 2007 ORO VALLEY TOWN COUNCIL CHAMBERS 11000 N. LA CANADA DRIVE STUDY SESSION - AT OR AFTER 5:30 p.m. CALL TO ORDER ROLL CALL 1. PRESENTATION AND UPDATE ON CRITICAL PATH INSTITUTE 2. PRESENTATION BY ORO VALLEY COMMUNITY FOUNDATION 3. PRESENTATION AND UPDATE ON NORTHWEST WATER PROVIDERS AND PLANNING FOR THE DELIVERY OF CENTRAL ARIZONA PROJECT WATER ADJOURNMENT POSTED: 10 03 07 3:00 p.m. cp The Town of Oro Valley complies with the Americans with Disabilities Act (ADA). If any person with a disability needs any type of accommodation, please notify the Town Clerk's Office at (520)229-4700. 4 TOWN OF ORO VALLEY Page 1of1 COUNCIL COMMUNICATION MEETING DATE: October 10, 2007 TO: HONORABLE MAYOR & COUNCIL FROM: David Welsh, Economic Development Administrator SUBJECT: Presentation and Update on Critical Path Institute SUMMARY: Critical Path Institute (C-Path) is one of Oro Valley's economic development partners. C-Path was The established in 2004 after the FDA established the Critical Path Initiative. Since C-Path's inception, it has received nearly $11 million dollars in commitments from the Tucson community and the State of Arizona, y including Oro Valley. C-Path's three basic tenets of drug development: faster, safer, smarter, are having a significant impact in achievingthe Critical Path Initiative's goal of improving the safety and efficiency of drug and medical product development. C-Path is an important part of the bio-industry framework in our region and state. The item before the Council duringthis study session is intended to update the Town in general about the activities of C-Path as well as highlight a new collaboration. Jeffrey Cossman, MD and Chief Scientific Officer of C-Path, will give a presentation on the contributions of the institute to improving process the for development of drugs, diagnostics, and medical products in the U.S. C- p Path has created a new environment of scientific collaboration between major pharmaceutical companies and FDA, the EMEA (Europe) and PMDA (Japan) that intends to save years of development time regulators at the and lead to better outcomes for patients. Dr. Cossman will discuss how C-Path leads this process and will talk about an exciting new collaboration with Oro Valley's Ventana Medical Systems, Inc. This C-Path/Ventana project, funded by a $2.1 million grant from Science Found. '• Arizona, will revolutionize how diagnostic incorporated into drugdevelopment and brill, personalized medicine to treat major diseases. methods are rp p V • D:vid ' elsh, E onomic D- 'elopment Administrator am,„, David Andrews, Town Manager TOWN OF ORO VALLEY 2 Page 1 of 2 COUNCIL COMMUNICATION STUDY SESSION DATE: OCTOBER 10,2007 TO: HONORABLE MAYOR AND COUNCIL FROM: STACEY LEMOS, FINANCE DIRECTOR SUBJECT: PRESENTATION BY ORO VALLEY COMMUNITY FOUNDATION SUMMARY: The Oro Valley CommunityFoundation was originally established in 2002 as the Oro Valley Endowment Fund to administer funds received from the Town's 1% for public art ordinance. Based on its original IRS designation, the Endowment Fund was restricted to receiving and administering gifts and grants limited to support of the arts as a supporting organization of the Town of Oro Valley and the Greater Oro Valley Arts pp g Council (GOVAC). g p eDurin the ast i ht (8) months, the Board members felt it necessary to expand the role g of the Endowment Fund to not onlycontinue to support the arts community, but provide it the ability to receive gifts andgrants for general educational programs and scholarships, youth programs, parks and and administer recreation, environmentalprograms rams and all other non-arts related programs and services. As such, the Board g approved an IRS designation nation change along with a name change, and is now called the Oro Valley Community Foundation. Meanwhile, it has expanded its board membership to include the following eleven (11) board members: Richard Eggerding, President Dick Johnson, Vice-President Ralph Abelt, Secretary/Treasurer Charles Johnson, Member Marilyn Cook, Member Dorothy Vanek, Member Chuck Walton, Member Gen. John Wickham, Member Frank Naughton, Member Mary Snider, Member Stacey Lemos, Member will bepresent tonight to give the Town Council an update on these recent activities, The Board Members g discuss the Foundation's vision and objectives, and solicit any feedback from the Town Council. Attached to this communication are the Foundation's vision and mission statement, a copy of the Board Members' biographies, and an organizational timeline for your information. FISCAL IMPACT: N/A TOWN OF ORO VALLEY Page 2 of 2 COUNCIL COMMUNICATION STUDY SESSION DATE: OCTOBER 10, 2007 ATTACHMENTS: 1. Oro Valley Community Foundation Vision and Mission Statement 2. Copy of Board Members' biographies 3. Endowment Fund Timeline SUGGESTED MOTIONS: Informational Item Only. J24 Stacey Lemo finance Director ij/c1 avid Andrews, Town Manage • Oro Valley Community Foundation VISION STATEMENT The vision of the Oro Valley Community Foundation is to encourage public and corporate support through personal service and financial contributions to activities and projects which will enhance the quality of life for primarily Oro Valley citizens now and for future generations to come. This vision will be administered with honesty and integrity; one of service to its citizens; and one of uncompromising dedication to the Oro Valley Community. The foundation will work in harmony with government, business and donors realizing its financial responsibility to administer all funds with fairness and openness. MISSION STATEMENT The mission of the Oro Valley Community Foundation is to seek the resources that will contribute to improving and sustaining the quality of life, primarily for the citizens of Oro Valley. Oro Valley Community Foundation 11,000 N. La Canada Drive Oro Valley, AZ 85737 520-229-4700 BIOGRAPHIES Ralph Abelt Retired. Former Chairman and CEO, Bank One, Cleveland, OH. Former Director and Treasurer, KnowledgeWorks Foundation, Cincinnati, OH. Former Director and Chairman of Development Committee, The Holden Arboretum, Kirtland, OH. Marilyn Cook Retired. Private investor. Former fundraiser for national non-profit organization. Former staff of trust department of Los Angeles bank Richard Eggerding Retired Insurance Executive. Co-Founder Greater Oro Valley Arts Council. Founding President of Oro Valley Endowment Fund (Now Foundation). Founding Vice President of Oro Valley Historical Society. Board of Trustees Cincinnati Art Museum. Founding Trustee of Cincinnati Fire Museum. Past member of various other charitable Boards and organizations Charles Johnson Retired. Life Trustee and former Chairman, Carondelet Foundation. Former Vice President, Lilly Endowment Inc.; former Chairman and Board member, Center on Philanthropy at Indiana University. Richard Johnson Retired AF LtCol. Former mayor and council member Town of Oro Valley, AZ. Board member Southern AZ United Way. Member DM-50. Former businessman and manager at the University of AZ. Community volunteer at Junior Achievement, Rotary International, and Christmas in April. Stacy Lemos CPA. Finance Director, Town of Oro Valley. Formerly, Deputy Director of Finance, City of Tucson. Frank Naughton Retired. Former President Naughton Plumbing, Heating, Cooling Sales Company Inc. Former Vice President Catholic Foundation. Former Executive Director Tucson Catholic Cemeteries. Mary Snider Retired. Former President of a non-profit organization. Current Board member, Amphi Foundation. Dorothy Vanek Volunteer,philanthropist.hilanthro ist. Past State President, Epsilon Sigma Alpha International. Presbyterian church Elder. Charles Walton Retired. Former Vice President, General Counsel, Corporate Secretary of two public companies. Former Board member and President, Sun cIty Vistoso Community p Association and Sun City Vistoso Community Foundation. John Wickham Retired General US Army. Former Chief of Staff, US Army; subsequently board member of severalp ublic companies and non-profit organizations. Former Board member and President, Sun City Vistoso Community Association and Sun City Vistoso Community Foundation. G) o Q March 29, 2001 February 7,2001 Establishment of Public Arts Endowment oAdvisory Committee April 11,2001 Guest Speaker Donna Levy, Endowment m Consultant and Fundraiser 0 0 1 a. May 2,2001 Guest Speaker Bob Heslinga. c� Endowment Consultant and Fundraiser January 23, 2002 o Council approved the letter of agreement May 22,2001 between London Pacific Advisors and Town Guest Speaker Mr. Matthew D. Lehrer, of Oro Valley on behalf of Public Arts Esquire, Legacies, Inc. Endowment Advisory Committee and approved to amend the Town Budget to provide funding in the amount of$10,000 from the General Fund Contingency. June 26,2001 Guest Speaker Donna Grant, Retired Executive Director,Southern Arizona Community Foundation 0 September 10,2002 O Approval of By-Laws of OVEF. Nomination for Appointment to OVEF of September 27. 2001 Board of Directors and President. ._ Guest Speaker Bill McMorran and Brian CD Murphy, Charitable Services and Strategies rn November 14,2002 Ct. co Recognition of tax exemption with 509(a)(3) O o a cD November 6,20025 December 10,2002 Dissolution of the Public Arts Endowment 'n Advisory Committee by the Town Council 0. --I 3 CD February 24,2004 CD April 13,2004 Committee Receives check from NW Medical Center for$100,000 by the end of April,2004. April 26,2004 Election of Officers September 14, 2004 October 19,2004 November 18,2004 Adoption of Statement of Operating Structures and Policies. Adoption of Investment Portfolio. January 26. 2005 ORDINANCE NO. (0)00- 20 AN ORDINANCE OF THE TOWN OF ORO VALLEY, ARIZONA, RELATING TO AMENDMENTS TO THE ORO VALLEY TOWN CODE, CHAPTER 6, AMENDING ARTICLE 6-1, ESTABLISHING A PUBLIC ARTS ENDOWMENT FUND, DEFINING THE PURPOSE AND FUNCTION OF THE FUND, ESTABLISHING HOW THE FUND WILL BE MANAGED AND MAINTAINED, CREATING A PUBLIC ARTS ENDOWMENT ADVISORY COMMISSION TO REVIEW AND MONITOR PROJECTS FUNDED; ESTABLISHING THESE AMENDMENTS AS PART OF THE ORO VALLEY TOWN CODE, AND FIXING THE EFFECTIVE DATE THEREOF; PRESERVING RIGHTS AND DUTIES THAT HAVE ALREADY BEEN ASSURED AND PROCEEDING THAT HAVE ALREADY BEGUN THEREUNDER BE IT ORDAINED BY THE MAYOR AND TOWN COUNCIL OF THE TOWN OF ORO VALLEY: own Code Chapter 6, Article 6-1, Section 6-1-6, is SECTION 1. Oro Valley T p hereby amended to read: CHAPTER 6 BUILDING ARTICLE 6-1 BUILDING CODE Section 6-1-6 ESTABLISHMENT OF A PUBLIC ARTS ENDOWMENT FUND A. The Town Council shall create a Public Arts Endowment Fund. The purpose of this endowment is to create perpetual source of revenue to fund public meaningful arts in Oro Valley. Meaningful public arts would include arts education. artsP erformance areas. arts performance, art works and sculptures, and other arts deemed appropriate. Contributions to the fund will come from the P following sources: • 0)00-20 p.2 1 . Contributions from developer projects as described in Chapter 4 Section 4- 11 504 F. (8) of the Oro Valley Zoning Code Revised. 2. Any other contribution or donation from a person, group. organization or business specifically earmarked for the Public Arts Endowment Fund. B. The Town shall select a fund administrator to manage the Public Arts Endowment Fund. 1. An Endowment Fund Agreement between the Town and the fund administrator shall be approved and shall define specific guidelines for the administration and expenditure of funds. 2. The balance of funds shall not be less than the total in-lieu-of contribution to date unless a major art project is approved by the Town Council. 3. Individual one-time expenditures shall not reduce Endowment principal by more than 25%, nor 25% of total to-date contributions, which ever is less. 4. Approved projects will not be initiated and contracts with artists will not be pP o � approved until 100/o of the funds necessary to complete the project are in the a PP Arts Endowment Fund. ,yV 5. Interest earnings from the Endowment Fund m be used to fund budgetary requests from the Greater Oro Valley Arts Council (GOVAC) and other Town Council approved Arts projects. C. A Public Arts Endowment Advisory Commission (PAEAC) shall be established bythe Town Council and shall be comprised of one member from s Town of Oro Valley staff. one member from GOVAC, one active artist, one arts fund administrator, and one Oro Valley citizen. 1. The PAEAC shall receive and review all project proposals which request funding from the Public Art Endowment Fund. 2. The PAEAC shall forward all recommended projects to the Town Council for final Funding approval. 3. The PAEAC shall develop criteria, policies and procedures for project submittal and approval. All ordinances and parts of ordinances in conflict with the provisions SECTION 2. of this ordinanceany or part of the amendments to the Oro Valley Town Code adopted herein by reference are hereby repealed on the effective date of this ordinance. SECTION 3. Repeal of all ordinances and parts of ordinances in conflict with the provisions set forth herein or any part of the amendments to the Oro Valley Town Code adopted do d herein by reference does not affect rights and duties that have � matured or penalties that were incurred and proceedings that were begun before the effective date of the repeal. (0)00-20 p.3 SECTION 4. If any section, subsection, sentence, clause, phrase or portion of the ordinance or any part of the code adopted herein by reference is for any reason held to be invalid or unconstitutional by the decision of any court of competent -- jurisdiction, - such decision shall not affect the validity of the remaining portions thereof. PASSED AND ADOPTED by the Mayor and Council of the Town of Oro Valley, Arizona this 7th day of June 2000. Paul H. Loomis, Mayor ATTEST: Kattidyn Cuvelier, Town Clerk APPROVED AS TO FORM: "op 4111P0 — Dan L. Dudley, Town torn- PUBLISH: Daily Teri.' orial June 15, 6, 19, & 20, 2000 POSTED: June 13 - July 12, 2000 rg \rticle 6-1 BUILDING CODE Page 1 of 1 6-1-6 Repealed (05-09, Repealed, 03/16/2005, Public Art Provisions are located in the Oro Valley Zoning Code Revised, Section 4- 504 F; 00-18, Added, 06/07/2000) ittp://vwvw.codepublishing.com/AZ/OroValley/TownCode/orovalley06/orovalley061.html 10/8/2007 BYLAWS OF ORO VALLEY ENDOWMENT FUND ARTICLE I NAME The name of the Corporation is ORO VALLEY ENDOWMENT FUND (herein referred _o as -Fund"). ). ARTICLE II PRINCIPAL OFFICE The principal office of the business of the Fund shall be in Oro Valley. Pima County, ,r, Arizona. The Fund may have additional offices at such other locations as the Board of Trustees may from time to time designate or the activities of the Fund require. ARTICLE III ESTABLISHMENT. PURPOSE AND MISSION STATEMENT _Action I. Establishment anti Purpose. The Fund is established as a charitable organization within the meaning of Section 501(c)(3) and 509Ea)(3) of the 1986 Internal Revenue Code, as amended ("Code") and as an affiliated organization of the Town of Oro Valley, Arizona. a governmental unit of the State of Arizona qualifying under Sections 170 (c) (iv) of the Code (herein referred to as -Town") and supporting the Greater Oro Valley Arts Council PP �. ("GOVAC") a Section 501 (c)(3) organization also affiliated with the Town. The Fund is not formed for pecuniary or financial gain. and no part of the assets. income, or profit of the Fund is distributable to. or will inure to the benefit of. its trustees or officers. or other private individuals: provided. however. that nothing contained herein shall he construed to pretnt the payment of reasonable compensation for services actually rendered by employees. officers or trustees of the Fund and reimbursement of reasonable and necessary expenses incurred in connection therewith. =OUNDATION-BYLAW-01.woa The Fund is empowered. subject to the provisions of these Bylaws. to accept donations. contributions. gifts. bequests. and devises of monies and properties ("contributions"), and transfers of endowment and other funds. properties and assets of charitable. scientific. educational. and religious agencies and/or private or supporting foundations and to set reasonable policies that allow for protection of principal and ongoing support for activities within the Oro Valley area. Section 2. Mission Statement. The Fund supports GOVAC and other community organizations serving the Town. through the solicitation. administration and investment of funds. Its goal is to build long-term endowment for and also. make immediate awards in order to further the arts. cultural activities and other services that will enhance the lives of citizens for many Wears into the future. ARTICLE IV BOARD OF DIRECTORS Section 1. General Powers. The affairs of the Fund shall be managed by the Board of Directors. It shall be the duty of the Directors to carry out the aims and purposes of the Fund and, to this end. to manage and control all of its property and assets. including, without limitation determining the Fund's investment strategy and evaluating and selecting the recipients of grants from the Fund. Section 2. Number, Tenure and Qualifications. The Board of Directors shall consist of no less than three (3) and no more than fifteen (15) persons. one of which shall be the Town's then appointed and acting Director of Finance. The Fund's initial Board of Directors shall consist of those Directors named as such in the Articles of Incorporation. Except as otherwise provided in this Section. each Director. other than the Town's Director of Finance, shall hold office for a term of three (3) years and until his or her successor shall he elected and shall have qualified. Notwithstanding the above provisions of this Section. at the initial meeting of the Board of Directors: (i) one of the initial members of the Fund's Board of Directors. other than the Town's Director of Finance. shall be designated as serving a four (4) year initial term: and (ii) one of the initial members of the Fund's Board of Directors. other than the Town's Director of Finance, shall be designated as serving a five (5) Year initial term. No member. other than the Town's Director of Finance. may serve more than two consecutive terms. The Town's Financial Director shall serve as a member of the Board of Directors so long as he or she remains the Towns Financial Director and the Town's appointment of a new Director of Finance shall he deemed to be an appointment of such person as a member of the Fund's Board of Directors. Section 3. Resignation. Any Director may resign at any time by filing a written resignation with the Secretary. The dismissal. with or without cause. or the resignation of the Town's acting Director of Finance from such position shall he deemed to he a resignation by such person from the Fund's Board of Directors. Section 4. Removal of Directors. Any elected Director may be removed from office with or without cause by written notice provided by the Board of Directors. The removal of a Director shall be effective upon delivery of such written notice to the Secretary of the Fund. unless some later date is specified in such written notice, in which case it shall be effective on such later date. Section 5. Vacancies. Any vacancy occurring in the Board of Directors. other than the directorship held by the Towns Director of Finance. by reason of death. resignation. removal or other inability to act of any member of the Board of Directors may be filled by the majority vote of the Board of Directors of GOVAC. A vacancy occurring in the directorship held by the Town's Director of Finance by reason of death. resignation. removal or other inability to act of such member of the Board of Directors will be filled at the time of a new Director of Finance is named by the Town. Section 6. Election of Certain Officers and Agents. The Board of Directors shall have power to elect or appoint from time to time such Officers and agents as are not herein specifically provided for. as the interests of the Fund may require. and in case of such election or q appointment the Directors shall prescribe the duties of such Officers and agents so elected or appointed provided. however. that g any such Officer or aent so elected or�. appointed may be removed by a vote of a majority of the Directors then in office. whenever in their opinion the interests of the Fund warrant such removal. Section 7. Initial Meeting. The first meeting of the newly appointed Board of Directors shall be held as soon as practical following the incorporation of the Fund. Section 8. Annual Meeting. An annual meeting of the Board of Directors shall be held on the second Tuesday in the month of September in each year. beginning with the year 2003. for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof. the Board of Directors shall cause the election to be held at a special meeting of the Board as soon thereafter as it conveniently may be scheduled. Section 9. Quorum of Directors. At all meetings of the Board of Directors. the presence of a majority of the Directors and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. Section 10. Place of Meeting. Regular meetings of the Board may be held at such time and place as shall from time to time be determined by the Board. Section 11. Special .'iit'c'tin .5. Special meetings of the Board for any purpose may be called at any time by the President. the Secretary. or by a majority of the Board of Directors. Section 12. Now e OI..t1cc.'tin�. Written or printed notice stating the place. day and hour of the meeting and. in the case of a special meeting, the purpose or purposes for which the meeting =OUNDATION-BYLAW-01.wpc • is called, shall be delivered not less than three (3) nor more than thirty (30) days s befo re the date of the meeting, either personally or by mail. by or at the direction of the President. or the Secretary. or the persons calling the meeting, to each Director. If mailed. such notice shall be deemed to be delivered two days after beingdeposited in the United States mail addressed .- to the Director at his or her address as it appears on the records of the Fund. withosta e thereon � prepaid. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the expresspurposeobjecting of objectin to the P transaction of any business because the meeting is not lawfully called or convened. Section 13. Informal Action By Directors. Any action required to be taken at the meeting of the Board of Directors. or any other action which may be taken at the meeting of the Board of Directors. may be taken without a meeting if a consent in writing setting forth the action so taken. shall be signed by all of the Directors entitled to vote with respect to the subject j�ect matter thereof. The use of facsimile signatures is an acceptable form of consent in writing. Section 14. Committees. The Board of Directors may. from time to time. create an executive committee of the Board (the "'Executive Committee") and other committees. The Board of Directors may delegate to any such committee which consists solely of members of the Board of Directors any of the authority of the Board. other than the authority to fill vacancies under Section 5 of this Article and to take actions described in Article XII-of these Bylaws. provided that any such committee to which authority is so delegated shall consist of at least three (3) Directors. including the Past President. Each committee shall serve at thepleasure of e in h Board. shall act only in the intervals between meetings of the Board. and shall be subject to the control and direction of the Board: provided however that anythird party shall not be adversely - affected by relying upon any act by any such committee within the authority delegated to it. Each such committee shall act by not less than a majority of the whole authorized number of its chairperson members. Minutes of each meeting shall be recorded. and the shall be responsible for . seeing that the minutes are prepared and submitted to the Secretary of the board. or his/her designee. Section 15. Meetings Held Through Communications Equipment. Meetings of the Board of Directors or any committee of the Board maybe held through communications equipment if - � all persons participating can hear each other and such participation shall constituteP resence at such a meeting. ARTICLE V SPECIAL REQUIREMENTS OF BOARD The Board of Directors of the Fund shall be specifically responsible and charged with the following: (a) Financial Records. To maintain and provide to the Town and GOVAC. upon reasonable request. all financial records relating to the monies. properties and other assets of the Fund and its operations: and to make annual reports to the Town and GOVAC within 90 days after the end of each accounting Year. setting forth a statement reflecting monies. properties and assets received. held and distributed. (b) Budget: Operating Expenses. To establish the Funds annual budget and approve and disburse operating expenses. (c) Execution of Documents. To execute documents necessary or appropriate in the performance of the functions and responsibilities of the Board. The President or other officer designated by the Board. shall be authorized to act on its behalf in the execution of those documents necessary or convenient to carry out the specific resolutions of the Board. (d) Annual Financial Review. To provide an annual review of the Fund's financial records by an independent firm of certified public accountants. a copy of which shall be submitted to the Town when received. ARTICLE VI OFFICERS Section 1. Officer Positions. The officers of the Fund shall be a President. a Vice President. a Secretary a Treasurer and. if applicable. a Past President. The position of President, Vice President. Secretary and/or Treasurer may not be held by the same person. Section 2. Election and Term of Office. Officers. other than the Past President. shall be elected by the Board of Directors of Fund following the formal election of the Board at the annual meeting of the Fund. The term of office of all officers shall commence immediately and shall continue until the next annual corresponding_ meeting_ or until their respective successors are elected and qualified. Any vacancy occurring among the officers shall be filled by the Board of Directors of Fund at its next meeting of the Board. Any officer so elected shall hold office for the unexpired term of the officer succeeded or until a successor is elected andq ualified. Section 3. Removal. Any officer may be removed at any time. either with or without cause. by the vote of a majority of the Directors at any regular or special meeting called for such purpose. Section 4. Resignation. Any officer may resign at any time by giving written notice to the Board of Directors. the President or the Secretary of the Fund. Such resignation shall take effect when received or at any later date specified therein: and the acceptance by the Board of such resignation shall not be necessary. .Section 5. Duties of Officers. (a) President. The President shall he the Chief Executive Officer of the Fund and shall. when present. preside at all meetings of the Board of Directors. The President may sign. with the Secretary or any other proper officer of the Fund authorized by the Board. any OUNDATION-BYLAW-01.woo deeds. mortgages. bonds. contracts. or other instruments which the directors have authorized to be executed. except in cases where the signing execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Fund or shall be required by law to be otherwise signed or executed: and in general shallperform all duties incident-- to the office of President and such other duties as may be p prescribed by the Board from _ _ time to time. (b) Vice President. In the absence of the President or in the event of his inability or refusal to act. the Vice President (or in the event there be more ' than one Vice President. the Vice Presidents in the order of their election) shall perform th President. - _ e duties of the and when so acting, shall have all the powers of and be subject to all the restrictions stnctYons upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. (c) Treasurer_ If required by the Board of Directors. the Treasurer shall a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody o - f and be responsible for all funds and securities of the Fund. receive and give receipts for money due and d payable to the Fund from any source whatsoever. and deposit all suchin the name P moneyof the Fund in such banks. trust companies or other depositories as shall be selected in accordance with the provisions of Section 4 of Article XII of these Bylaws. The Treasurer shall, in general. r , perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. (d) Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in books provided for thatu ose. see that all notices p rp are duly given in accordance with the provisions of these rP Bylaws be custodian of the corporate records and of the _ seal of the Fund and keep a register of the mailing address of each directors which shall be furnished to the Secretary by such director. and in generalP erform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or the Board. by (e) Past President To serve as requested by the Board of Directors_ s a rid as a member of the Executive Committee, if any. (f) Staff To facilitate expeditious and efficient conduct of the day-to-day business of the Fund, the Board of Trustees may employ such persons as it deems necessary. r P whose duties shall be prescribed and whose compensation shall be determined by the Board of Directors. ARTICLE VII COMPENSATION No Director and no officer shall receive any salary or other compensation for services performed for the Fund unless approved by a majority of the Board of Directors. Notwithstanding • bove the . there is no prohibition as to compensation received by a Director or officer from the r Fund for services performed in connection with an outside business or profession. if adequately P q Y disclosed. ARTICLE VIII CONTRIBUTIONS The Fund may accept any designated contribution. bequest or devise not inconsistent with its general tax-exempt purposes. its Articles of Incorporation and these As so ' . rP Bylaws. lunited, donor-designated contributions will be accepted for special funds. purposes or uses, and such designations generally will be honored: however. the Fund shall reserve all right, title, and interest in and to and control of such contributions. as well as full discretion as to the ultimate expenditure or distributing thereof in connection with any special fund. P ruP ose. or use. Further. the Fund shall retain complete control over all donated funds (including designated ated contributions) and shall exercise unlimited discretion as to their investment and ultimate use so as to insure that such funds will be used to the best advantage in carrying out its tax exempt purposes. carrying p ARTICLE IX INVESTMENTS Section 1. Prudent Investor Rule. The Board of Directors or Executive Committee shall invest and manage the assets of the Fund as a prudent investor would. in light of theu ses, P � terms. distribution requirements. and other circumstances of the Fund. In satisfyingthe foregoing standard, the Board or Executive Committee shall exercise reasonable care. skill, and caution. The Fund may invest in any kind of property or type of investment consistent with the foregoing g g standard. including (without limitation) stocks. bonds. notes. options. contracts. real estate, and tangible and intangible property. P Section 2. Delegation of Investment and Management Functions. The Board of Directors may delegate investment and management functions to an agent (which shall be an investment advisor. an Investment Committee of the Fund) so long as such delegation is one that a pmdent investor would make under the circumstances. and so long as the Board or Executive Committee exercises reasonable care. skill. and caution in selecting the ag.ent. establishing the scope and terms of the delegation (consistent with the purposes. terms. distribution requirements. and other circumstances of the Fund), and periodically reviewing the agent's actions in order to monitor the agent's performance and compliance with the terms of the delegation. Investment Com- mittee om- mittee so designated by the Board of Directors or Executive Committee shall have authority to execute such form of receipt. transfer and assignment as may be customary to constitute the transfer or acceptance of stocks. notes or other securities or real estate or otherro erty in the name of the Fund. P P _ ARTICLE X FOUNDATION-BYLAW-01.woo INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES The Fund shall indemnify, to the maximum extent permitted by Arizona Revised Statues 10-1005(B), any person who is a party to. or is threatened to he made a party_ to any threatened. pending or completed action, suit org roceedin , whether civil. P criminal. administrative or investigative. or any threatened, pending or completed action or suit against any P � st Director. officer. employee of the Fund who is or was serving at the request of the Fund nd as a Director, officer or employee of another foundation, partnership, joint venture. trust or other enterpnse, against expenses, including attorney's fees. and against judgement. fines and amounts paid in settlement to the extent permitted by law. Expenses. includingattorneys' fees incurred�. in defending a civil or criminal action. suit or proceeding may be paid by the Fund in advance of the finaldisposition disposition of any such action. suit or proceeding to the extentermitted by law. P _ The Fund may. to the full extent then permitted by law and authorized by the Directors, purchase and maintain insurance on behalf of any officer. Director or employee against any liability asserted against and incurred by any suchperson in any such capacity._ pacify, or arising out of his or her status as such. whether or not the Fund would have thewer po to indemnify such person against such liability. ARTICLE XI AMENDMENTS Except as otherwise provided in Article XII above, these Bylaws and the Articles of Incorporation may be altered, amended or repealed, and new Bylaws and P special actions or articles may be adopted. only by the affirmative vote of two-thirds of the members of the Board of Directors. The Unanimous vote of the Board of Directors shall be necessary in order to adopt or approve the following actions: ( 1) Liquidation or dissolution of the Fund. and (2) Merger or consolidation with another entity, or transfer of substantially all the assets of the Fund. ARTICLE XII MISCELLANEOUS Section I. Independent Review. After the end of each fiscal year. there shall be • an a independent review of the records of the Fund byqualified and independent certified _ p public accountant. who shall furnish a report thereof to the Board of Directors within sixty (60) days of f ) " the close of the fiscal year. Section 2. Fi3 a/ Year. The fiscal year of the Fund shall end on June 30. each year until and unless changed by action of the Board. i Section 3. Insurance. The Fund by action ction of the Board of Directors. shall purchase and maintain insurance in such amount as the Board may deem appropriate. . Section 4. Books and Records. The Fund shallkeepin - � - - its principal office the original or a copy of these Bylaws. as amended or otherwise alteredArticles � to date. the or Incorporation. and records of all meetings. Section 5. Canfidelzttalim Notwithstanding anything to the contrary in these Bylaws, all activlt1es conducted by the Fund, all minutes and other � actions of the Board of Directors of the Fund and all other documents, instruments and agreements relating to the Fund and its activities kept within the confines shall be confidential and of the books and records of the Fund. the of Directors of the Fund and the officers andBoard agents of the Fund and shall not be disclosed t other person or entity unless otherwise required uired by law. o any - . --4‘/ -774 4/i43 Secretary /Yea_ FOUNDATION-BYLAW-01.woo Oro Valley Endowment Fund Statement of Operating Structures and Policies Introduction & Purpose: The purpose of this statement is to formalize an operating framework for the Oro Valley Endowment Fund. The Board of Directors has established these policies in order to provide a context for action and decision-making. The Board retains the authority to amend, alter or otherwise change these policies at any time that it so chooses. This Statement does not supercede or alter the policies of the Oro Valley Endowment Fund as established in its By-laws. Rather, it is an extension of the Endowment Fund's Mission Statement and corporate structures, creating a context for action by leadership, volunteers and staff. The Board recognizes that the initial goal of the Oro Valley Endowment Fund is to act as the operational fund for the Greater Oro Valley Arts Council (GOVAC) programs. To that end, GOVAC should continue to focus on annual giving, grants and event sponsorships, along with individual, outright gifts. The Oro Valley Endowment Fund will manage funds received from the Town of Oro Valley's 1% for Public Art Program, cultivate major, planned gifts and administer estate plans. In addition, it will create an endowment fund that will nurture GOVAC and other community programs over time. As other community needs emerge, or as donors designate specific charitable programs within the Greater Oro Valley community, the Endowment Fund will extend its support to these identified concerns. Such concerns might include the Oro Valley Public Library or other civic organizations. These same policies will apply to such areas of activities unless otherwise specified by the Board of Directors. Budgeting Process: The Oro Valley Endowment Fund's fiscal year shall commence on July 1 and end on June 30. It is the intent of the Board to complete a proposed budget no later than June 1. Final action will be taken to approve or amend the budget no later than July 1. For initial budgeting purposes, the Board's focused support of the Greater Oro Valley Arts Council is to be directed to operating expenses that will expand upon the operating funds provided by the Town of Oro Valley. Definition of Endowment and Interim Board Guidelines: During the initial stages of operation, all funds coming into the Oro Valley Endowment Fund will be treated as "operating expenses". Awards can be made as part of the overall operating expenses of the Fund. However, such awards must be planned for and included G:\Danielle\Endowment Fund\OV Statement of Operating Structures and Policies.doc - 1 - in the annual budget. The initial target level for annual awards is 6% of operating income. There is one exception to this policy of treating gifts as operating income. If a donor makes a gift that is specifically designated as an endowment gift for either specific or general purposes, it shall be treated as "permanent endowment". Only the income derived from such a gift can be used for the purpose designated. The corpus must remain on an investment basis. Over time, if the Board of Directors determines that there is sufficient operating capital available, it can create a separate area of endowment, that of"board-designated endowment". The endowment can be used as a long-term sinking fund for fulfillment of the organization's mission. The corpus however, can be invaded if the Board so designates. In order to build long-term assets, the Board of Directors may restrict the use of the income generated by this Board designated endowment. If and when such a fund is established, the Board anticipates that no more than 6% of this designated endowment's corpus will be used for grants and awards. To facilitate planning and reduce volatility in awards, "annual" income is defined as the average amount of income generated by this assigned endowment over the previous three years. The Board of Directors does reserve the right to eventually establish its own"permanent endowment"but this is an extremely long-term issue for consideration, as there would need to be significant assets in the"board-designated" category first. Investment Policy: The Oro Valley Endowment Fund has established a formal investment policy which has been approved by its Board of Directors. Gift Acceptance Policy: The Oro Valley Endowment Fund will be pleased to work with donors, their advisors and consultants in establishing gifts. Staff and leadership are prepared to work closely in defining and formalizing a gift. The Endowment Fund has the capacity and ability to establish the following gifts with a minimum value as shown: Major Gifts for Endowment Any Amount Bequests and Appropriate Language for Documents Any Amount Charitable Gift Annuities $10,000 Charitable Remainder Annuity Trusts $50,000 Charitable Remainder Unitrusts $50,000 G:\Danielle\Endowment Fund\OV Statement of Operating Structures and Policies.doc - 2 - The Board of Directors retains the right to accept gifts that fall below the minimum requirements. This must be decided on a case-by-case basis. Acceptable gifts generally include but are not limited to: Cash Liquid assets such as stocks, bonds and mutual funds (excluding "penny" stocks, restricted stock, stock options or restricted stocks per SEC Rule 144). Real estate gifts must be readily marketable. In the case of any gifts of real estate, the Endowment Fund requires that a valid appraisal be made in advance of the gift. Such appraisal must take into consideration any potential environmental hazards. In cases where there may be possible problems, the Endowment Fund requires an environmental study be made before it will accept responsibility as Trustee. The Fund can act as Trustee. The Board retains the right to determine if it is willing to act in the capacity of Trustee of an individual case-by-case basis. In all situations, the Board seeks to conform to both the "prudent investor" guidelines and the Philanthropy Protection Act of 1996 in order to protect its liability. The Endowment Fund is not willing to accept the following: Pooled Income Funds Donor Advised Funds Donor Restricted Funds where the restrictions are not enforceable under IRS Guidelines Awarding of Grants/Funding of Projects: The Board of Directors has established a basic funding request form for organizations seeking grants or awards. Within its budgeted parameters, the Board will make awards, as funds are available. Greater Oro Valley arts organizations other than the Greater Oro Valley Arts Council can submit funding requests. However, under the GOVAC Master Operating Agreement (MOA) established between GOVAC and the Town, such requests will be referred to a review committee that will include at least one representative of GOVAC. As permanent endowment funds for specific purposes are established, the Board of Directors retains the authority to make awards based upon its normal application process. This authority is retained so long as in its evaluation of these requests, the Board acts in accordance with the terms of the original gift that it accepted responsibility for. Strategic Planning: The Board of Directors acknowledges the critical importance of strategic planning. Through the development and adaptation of this operating statement, it has established a G:\Danielle\Endowment Fund\OV Statement of Operating Structures and Policies.doc - 3 - framework for the future. This framework is open to ongoing evaluation and evolution as the Oro Valley Endowment Fund seeks to expand and grow as an absolute benefit to the Greater Oro Valley community and its citizens. That is the mission of the Oro Valley Endowment Fund's Board of Directors in the years ahead. APPROVED BY THE ORO VALLEY E - WMENT FUND'S BOARD OF DIRECTORS ON / , 2004. i n_ ii.„4 jSCO4.7j Richard Egg-rding Date President . ( / I, /6-/-/ Bob Langwig Date Vice-President ZaLA/1/52. 1-ta t/6 Robert Weede Jr. Date Secretary/Treasurer ' &L' Marilyn Cook Date Member VigAY David Andrews Date Member G:\Danielle\Endowment Fund\OV Statement of Operating Structures and Policies.doc - 4 - �No_EY 4fj, w s"^.T�•ii 1,4SO4, O 7 40 TOWN OF ORO VALLEY f. ,,��,,, ` LEGAL DEPARTMENT r ff '•Gh� w tt ;. A'r� � g"� 11000 N.LA CANADA DRIVE "sok• 7�«,,. y ;(yam ORO VALLEY, ARIZONA 85737 (520)229-4760 Fax(520)229-4774 www.townoforovalley.com pv .�. 1gl LADED February 20, 2007 Richard Eggerding 13401 North Rancho Vistoso Boulevard Number 164 Oro Valley, Arizona 85755 Re: Oro Valley Endowment Fund Dear Mr. Eggerding: At our request, the Legal Department researched and prepared the paperwork necessary y to submit to the Arizona Corporation Commission and the Internal Revenue Service to change the Oro Valley Endowment Fund to Oro Valley Community Foundation. In order to change the current name to Oro Valley Community Foundation with the Arizona Corporation Commission, the Board of Directors must have a meeting and vote unanimouslychange to the name to Oro Valley Community Foundation. After the vote, please complete the attached form, Articles of Amendment. Tabs mark where you will need to enter numerous dates, your signature and title. Please note that when signing the Exhibit A Articles of gn Amendment, your signature needs to be notarized. If you do not have access to a notary, there gn are notaries at the Town Hall Administration building. I recommend making six (6) copies of the completed forms. Please send the original and two (2) copies with a $25.00 filing fee to the Arizona Corporation Commission to process your copy reqfiling. uired Another is for the Internal Revenue Service (IRS), the Town Clerk requires a copy of allcompleted documents and you should keep copies for the Board. Also attached is a letter prepared for you to send to the IRS. Please sign, date the letter and attach a copy of all the documents completed for the Arizona Corporation Commission. An envelope has also been prepared for you. If you have any questions, please give me a call. Sincerely, / elinda Garrahan Town Attorney MG:clh Enclosures NON-PROFIT CORPORATION ARTICLES OF AMENDMENT Pursuant to A.R.S. X10-11006 1. The name of the corporation is: Dip \)ct\vto) vu.nd 2. Attached hereto as Exhibit A is the text of each amendment adopted. 3. The amendment was adopted the 07 day of f:e beao , 2c2)/7 . 4. X The amendment was duly adopted by act: ❑ of the members )1tboard of directors ❑ and with approval, in writing, by the person or persons so specified in the corporation's Articles of Incorporation or bylaws. Dated as of this day ofJOC 7. rumy Signature f .:: � � - :�Title: (Pursuant to •RS §10- 0 (F) E')th:'A . les of Amendment must be executed by an office .f th c• poration). Printed Name: TJJCL)arcJLT1yev1cIfkj CF:0038 w/CF:0039 Instructions Arizona Corporation Commission Rev:10/2006 Corporations Division EXHIBIT A CF:0038 w/CF:0039 Instructions Arizona Corporation Commission Rev: 10/2006 Corporations Division ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION OF ORO VALLEY ENDOWMENT FUND 1. These Articles of Amendment correct the Articles of Incorporation for the ORO VALLEY ENDOWMENT FUND which were originally filed with the Arizona Corporation Commission on June 26, 2002 (a copy of which is attached as Exhibit B). 2. By a unanimous vote of the Board of Directors was made to change the current name of ORO VALLEY ENDOWMENT FUND to ORO VALLEY COMMUNITY FOUNDATION on the 0Z6944 day of Pa Ala , 2007. 3. The Title to the Articles of Incorporation shall be changed to: ARTICLES OF INCORPORATION OF ORO VALLEY COMMUNITY FOUNDATION 4. The following Article shall be changed to: ARTICLE I NAME The name of the Corporation shall be: Oro Valley Community Foundation DATED this OWh day of / L'P .1Q r y , 2007. ORO VALLEY COMMUNITY FOUNDATION, an Arizona corporation. / BY: L., _ nchard Eggerdin `rOden STATE OF ARIZONA ) � ss: County of Pima ) The foregoing instrument was acknowledged before me this� day of , 2007, by Richard Eggerding. dUee— My Commission Expire44 cam,. ' •lic Notary Pun ,rizona Pin I • CM01mi,-+on Expires February 1,2009 r EXHIBIT "B" AZ, CORP COMMISaON FILED AUG 2O3Z ARTICLES OF CORRECTION OF '.4k:utLV ARTICLES OF INCORPORATION TWA OF ORO VALLEY ENDOWMENT FUND. l• The Name of the Corporation is ORO VALLEY ENDOWMENT E_ T FL'ND. These Articles of Correction correct the Articles of Incorporation for the ORO VALLEY ENDOWMENT FUND which,_%yere originally tiled with the- Anzona Corporation Commission on June 26. 2002 (a copy of which is attached as Exhibit A) . Paragraph E2 of Article IX of the Corporation's oriinal Articles g or Incorporation contained the following two misstatements: A. The word "Oro v ally" i,hould have read "Oro Valley:- B. alley:"B. The word "Fos- in the street address for Richard Eggerding should have read"Fox" 4. Attached as Exhibit B is the corrected documentro erexecuted. P _ DATED this 28th day of August. 2002. ORO VALLEY ENDOWMENT FUND, an Arizona corporation. By J i I1 M. C ay, ncorporator STATE OF ARIZONA ss: County of Pima The foregoing instrument was acknowledge, • fore e this 28th d - ' r o f August,2002, by William M. Conway. 1 ALA • No ary Public My Commission Expires: L i*Licalig - VEY • Fg • •tea; ��� iY • --- - ...:_ • 2004 T.ID EXHIBIT A •-• - ...NA, ...we D lJJ '= 74TE J� Az `. sem' • ARTICLES OF INCORPORATION ZDD2 2bP <. OS IPPR Alf �� OF DATE,app , TERMORO VALLEY ENDOWMENTDATE FLED 7, The undersigned. :�r the o of ' purpose forming a nonprofit corporation under the State of.�rizona. hereby adopt the :o i 10Articles laws of the . ung or Incorporation. .ARTICLE I NAME The name r the t 3lrrooration snail e: ORO \'.ALLEti. ENDOWMENT FUND ARTICLE II • PRINCIPAL OFFICE The principal office of the Cooration � ��r Or V � in the State of Arizona shall be situated in o alley. Pima Countti-. .-�rizona: the Town provided,however. that the Corporation may offices and conduct activities anywhere itwill - establish other the same inure to the benefit of the Corporation. .ARTICLE III PURPOSES OF THE CORPORATION The Corporation is organized exclusively to � • roster,promote.support.develop,encourage and maintain charitable or educational purposes which � •. are consistent with or authorized by the ��t the Town of Oro Valley, Arizona •• charter Town ) and in accordance with the Missio included-in its Bylaws. The Corporationn Statement political subdivision o t the State o . shall be operated as a support organization o f poi i t1i-� • � the Town,a rizona and shall itself quaiifv as a nonprofit organization Sections 501(c;(3) and 509(a)(3) of the of under the 1986 Internal Revenue Code, as amended (herein referred to the "Code"'. .ARTICLE IV NONPROFIT RESTRICTIONS The Corporation snail not be for profit or pecuniary ? �`ash and shall have no capital stock or shares. No part of the net earnings of the corporation snail inure to the benefit of. or bed• to. its members, trustees. officers or otherindividuals. istriburable private except that the Corporations shall authorized and empowered to pay reasonable � be compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No shall be substantial pan of the activities of the Corporation s the carrying on of propaganda.. or otherwiseattempting lnfluence leglstation. .�nd the Corporati - - to Corporation mall not participate in. or intervene in (in • ' alb the publishing or distribution of statement any - political campaign on behalf ofany candidate ' office. notwithstanding any other provisions for public ns of these articies.the Corporation shall not c 1CLI�leS.?�Dt-�n'nitted to be Cameo • �on any On(a) by a corporation exempt from Federal income Section =0 1(c)(;) of the Code. Jr ib) by a ccontributions tax under corporation to which are deductible unde d Section 1 70(c) of the Code. r ARTICLE V DISSOLUTION Upon the liquidation .1nd�or dissolution o ' -- - of - • r the Corporation, -.he Boara Directors, making provision for the payment of allliabilitiesrs, after of the Corporation. shall arrange distribution of all of the assets of the Corporation exclusively for the for the t tax-exem purposes Corporation. either by direct distribution P of the or by distribution to one or more organizatiowhich qualify as exempt organizations under section50 _ � l(c)(;)of the Code. as the Board of Directors determine. Any of such assets not so distributedwithin may a reasonable period of time after the .'iquidation and/or dissolution of the Co brat' of rp ion shall be disposed in accordance with the direction of any Court having jurisdiction in - inwhich - - �., - the county the principal Dal office of Corporation last was located,exclusively in such manner as in � the .. the?udge_ment of such Court will best .ccompiish the purposes for which the Corporation was as orQaruzea. ARTICLE VI STATUTORY AGENT The name and address of the initial statutoryis: agent William M. Conway 405 W. Franklin Street Tucson. Arizona 85701 1 ARTICLE VII PLACE OF BUSINESS Initially the Known oiace or business ( r the Corporashall tion r:e: : 1000 N. La Canada Drive Oro Valley. .A nzona 85 ARTICLE VIII CLASSES AND AUTHORITY OF MEMBERS The Corporation snail have no • members. ARTICLE IX BOARD OF D[RECTORS A. The management and control ofihe business. property and affairs or the Corporation shall be vested in and be conducted by a Board of Directors consisting of an odd numb of comprising not less than three members norer personsmore than seven. The Town's then actin Direeto Finance shall be a permanent Them der o r the � rot Corporation's Board of Directors. The exact of Directors and the manner of the election numberand qualifications of the Directors other than the Director of Finance shall be fixed by in - 1'°� S or the manner provided in the By-laws. which inconsistent with these Articles. are not B. The first Boara of Directors shall consist or'five persons of which the Town's then scting Director of Finance shall be one and the t . _ others shall be appointed by the Board of Directo •?r the Greater Oro Valley Arts Council. The Directors � - tors sna11 serve in accordance with me terms and provisions of the Bylaws_ aria until their successors nave bee • n duly a;ectea aria Qualified_ L. Vacancies on the Board of Directors shall be filled as provided in the Bylaws. All Directors. except in case of vacancies. and except - for the first Board or Directors designated as herein set forth. shall be Jesignated at the Annual Meeting of the Corporation as provided in the Bylaws. Any member of the Board of Directors the Corporation other than the Town's Director of Finance may be removed and replaced atany with Bylaws. Ptime. .�th or without cause as provided in the D. A quorum athe Board of Directors • he establishea :n the Bylaws.aw s. out may not ne less than two-thirds o(the number or-Directors serving at any time. .: rnal ori tv of those Directors present at any meeting or* the Board of Directors at which a quorum is present may transact the mousiness of the Corporation. unless a greater number iscalledbythese - • • for these . _ITicles or by the Bylaws. F. The initial members or the Board of Directors :nail be: 1• Totter•: current Director or Finance David .Anarews : 1000 N. La Canada Drive Tucson. Arizona 85737 Directors .Appointed by cheater tiro V ails• Arts Lou Heli Richard Fggerding 0352 N. Fos Croft Line • )ro Valley. AZ 857:7 haries Dolsbenv 4156 Biltmore -ro .1.2: 35727 Sister Lauren Moss 10464 N. Fair Mountain Drive Oro Valley. AZ 85737 Robert Weede, Jr. 1868 W. Wimbledon Way Oro Valley. AZ 85737 • ARTICLE Y LIABILITY The personal l i abi i i ty r .nny Director (or any other oers who ' OIl serves on a board_ COClI1Ci1, committee or like body of the Corporation in an•advisory `a aacirti ) to the Corporation or its Members for monetary damages for a breach of fiduciary dutyeliminated is hereby elimito the extent permitted by law: provided. however. that the foregoing •provision� eliminate p tsion shall not e,iminate the of any such person for any of the following: A. .Any '-reach of such persons duty or' 'ovait:.. -.3 the 'on or its Members. _�rroorau B. Acts or omissions which are not made :n o a :a� which ith. .r wnich involve intentional misconduct or a knowing vioiation of law. C. A. violation or� -QRS. i 0-106. and l0- 02 '. 4 D. Any transaction from which any such person derived an improper personal E. .A violation of A.R.S. 10-1097. Any repeal or modification of this Article shalladversely . not adversely affect any right =�t any such person which exists at t � - or protection he time of such repeal or modification. ARTICLE XI CORPORATE OFFICERS The officers or the Corporation.rp tion. their qualifications, duties and the rn shall be as set forth in the Bylaws. anner of their election ARTICLE XII INCORPORATORS INFORMATION The names and addresses of the Incorporator of the Corporation are as follows: William M. Conway 405 W. Franklin Street Tucson. .Arizona 85701 All powers. duties and responsibilities of the Incorporators shall cease on the date :lme of the convening or'the organization meetingand�the ofthe Board of Directors of the Corporation. ARTICLE XIII PRIVATE PROPERTY EXEMPTION The private property of the Directors and officers of the Corporation shall be exempt corporate debts. from ARTICLE XIV AMENDMENTS Oniv by a unanimous vote of the Board of Directors may these _-articles of Inco oration be .upended and only at any regular or special meeting � P ting after notice duly gzven in accordance with law, spa the Articles or Incorporation. ` provided that these.-articles shall never be amended so as to make this Corporation other than a charity educational. - ble. cultural. religious within the meaning of Sections :O l(cor scientific organization �(-� and _09(a�(:) of the Code. ARTICLE XV ADDITIONAL RESTRICTIONS AND RE Q DIRE ME vTS Until this Corporation is determined - bv the Commissioner of Interna organization other than a-private foundation- � Revenue to be an the P on within the meaning of Section 5p following restrictions and requirements 9(a 1t>>of the Code. . nts are imposed: . A. The Corporation shall distribute :ts income In such manner so as not to for each tax year at such time and become subject to the tax on undistributed 4942 of the Code. income imposed by Section B. The Corporation shall not engagein .. any act of serf-,�ea�g as defined in Section 4941(dCode. - - � of the C• The Corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Code. D. The Corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code. E. The Corporation shall not makeany • 4945(d) of the Code. taxable expenditures as defined Section N WITNESS WHEREOF. we have executed these articles ofIncorporation on this 2 � of June. 2002. 6 day William M. C av The undersigned. designated herein as S tatutory Agent. hereby consents to act as such until removal or resignation in accordance with the Arizona revised statutes. Dated: June 25. 2002 William M. C way 6 EXHIBIT B ARTICLES OF INCORPORATION OF ORO VALLEY ENDOWMENT FUND The undersigned. for the purpose of forming a corporation under the laws of the State of Arizona_ hereby adopt the following Articles of Incorporation. ARTICLE I NAME The name of the Corporation shall be: ORO VALLEY ENDOWMENT FUND ARTICLE II PRINCIPAL OFFICE The principal office of the Corporation in the State of Arizona shall be situated in the Town of Oro Valley, Pima County. .-Arizona: provided.however. - - p er. that the Corporation establish other offices and conduct activities anywhere if the same willmay inure to the benefit of the Corporation. ARTICLE III PURPOSES OF THE CORPORATION The Corporation is organized exclusively to foster. romote p ,support.develop,encourage and maintain charitable or educational purposes which are co • � consistent with or authorized by the charterof the Town of Oro Valley, Arizona ("Town") and in accordance - with the Mission Statement included in its Bylaws. The Corporation shall be operated of p ed as a support organization the Town,a political subdivision of the State of Arizona and shall itse • if qualify as a nonprofit organization tinder Sections 501(c)(3) and 509(a)(3) of the of the 1986 Ince Internal Revenue Code, as amended (herein referred to the "Code'). ARTICLE Iv NONPROFIT RESTRICTIONS The Corporation shall not be forprofit or pecuniary shares. p uniary gain and shall have no capital No part of the net earnings of�the corporation p � stock or rp ion shall inure to the benefit of. or be to. its members, trustees. officers or other distributable private individuals, except that the Co orati authorized and empowered topay reasonable � °�shall be compensation for services render payments and distributions in furtherance of and to make the purposes set forth herein. No substantial activities of the Corporation shall be the carrying part of the • on of propaganda_ or otherwise • influence legislation. and the Corporation attempting to rp shall not participate in. or intervene i • Publishing or distribution of statement),any n (including the political campaign on behalf of any . office. Notwithstanding any other provisionsof candidate forpublic these articles, the Corporation shall n activities not permitted to be came of carry on any d on(a) by a corporation exempt from Section 501(c j(;) of the Code. p Federal income tax underur(b) by a corporation contributions to which • Section 170(c e. of the Cod are deductible under ARTICLE V DISSOLUTION Upon the liquidation and/or dissolution of the Corporation, the Board of Direct Directors, after making provision for the payment of all liabilities of the Corporation. shall distribution of all of the assets of the Co arrange for the rporation exclusively for the tax-exem t Corporation, either by direct distribution or p purposes of the by distribution to one or more oreaniza t1°� which qualify as exempt organizations under section 50 1 C0(3)of the Code,as the Board of Directors determine. Any of such assets not so distributed within a reasonable may period of time after the liquidation and/or dissolution of the Corporation rp ration shall be disposed of in accordance with direction of any Court havingjurisdiction � the in the county in which the principal office Corporation last was located.exclusively in suchp of the manner as in the�udgement o t'such Court will will best accomplish the purposes for which the Corporation was as organized. ARTICLE VI STATUTORY AGENT • The name and address of the initial statutory . agent is. William M. Conway 405 W. Franklin Street Tucson. Arizona 85701 ARTICLE VII PLACE OF BUSINESS Initially the known place of business of the Corporation shall be: 11000 N. La Canada Drive Oro Valley, Arizona 85737 ARTICLE VIII CLASSES AND AUTHORITY OF MEMBERS The Corporation shall have no members. ARTICLE LX BOARD OF DIRECTORS A. The management and control of the business. - usiness,property and affairs of the Co ration shall be vested in and be conducted by a Board �° of Directors consisting of an odd n comprising not less than three members umber of personsnor more than seven. The Town's then actin Finance shall be a permanent member of the ' g r of Corporations Board of Directors. of Directors and the manner ot'the electionThe exact number and qualifications of the Directors other Director of Finance shall be fixed by or in the manner than the Town s provided in the By-laws. inconsistent with these Articles. which are not B. The first Board of Directors shall consist of five persons of which the ' acting Director of Finance shall be one Tow�a s then and the others shall be appointed by the Board of-the Greater Oro Valley Arts Council. of Directors The Directors shall serve in accordance with the terms and provisions of the Bylaws. and until their successors have been and duly qualif ed. C. Vacancies on the Board of Directors shall be filled as provided in the Bylaws. Directors, except in case of vacancies, and All except for the first Board of Directors desi herein set forth, shall be designated at theas .. Annual Meeting of the Corporation asrovid i Bylaws. Any member of'the Board of DirectorsP � n the of the Corporation other than the Town's Director of Finance may be removed and replaced By P at any time. with or without cause asprovided in Bylaws. the D. A quorum of the Board of Directorsestablished shall be established in the Bylaws. but maynot be less than two-thirds of the number of Directors serving at any time. . majority of those Directors present at any meeting of the Board of Directors at which a quorum is present may transact the business of the Corporation, unless a greater number" -. I s called for by these Articles or by the Bylaws. . 3 E. The initial members of t � he $oa.rdotiDrectorsshallbe: 1. Towns current Director ' of Finance David Andrews 11000 N. La Canada Drive Tucson, Arizona 85737 �• Directors Appointed by Greater reater Oro Valley Arts Council Richard Eggerding 10352 N. Fox C ro ft Lane Oro Valley. AZ 85737 Charles Dolsberr_v 14156 Biltmore Oro Valley. AZ 85737 Sister Lauren Moss 10464 N. Fair Mountain Drive Oro Valley. AZ 85 73 7 Robert Weede. Jr. 1868 W. Wimbledon Way Oro Valley. AZ 85 73 7 ARTICLE Y LIABILITY The personal liabiliri_•of any Director(or any other person who serves on a board committee or like body of the Corporation . council, in an advisory capacity; to the Corporation .Members for monetary damages fora - - or its breach of fiduciary duty is hereby eliminated permitted by law: provided, however, that _ to the extent the foregoing provision shall not eli • • urinate the liability of any such person for any of the following: .A. .Any breach of sucherson• ' � Members. P s duty ��t ,o�alts• :o the Corporation its rp B. .Acts or omissions which are not made in good faith, or which involve intentional misconduct or a knowing violation of law. C. A violation of A.R.S. 10-10_6� 7 . and 10-10';. 4 D. Any transaction from which hich any such person derived an Improper personal E. A violation of A.R.S. 10-1097. Any repeal or modification of this . of any suc -article shall not adversely affect n person which exists at the time of such any right or protection repeal or modification. ARTICLE XI CORPORATE OFFICERS The officers of the Corporation Shall b - . their qualifications. duties and t e as set forth in the Bylaws. he manner of their election ARTICLE .XII INCORPORATORS INFORMATION The names and addresses of the Incorporatorof the Corporation are as follows: William M. Conway 405 W. Franklin Street Tucson, Arizona 85701 AlI powers,duties and res onsibiliti time of the convening of the organization meetingon the date and at the of the Board of Directors of the Corporation. ARTICLE XIII PRIVATE PROPERTY EXEMPTION The private property of the Directors and officers of the Corporation shall corporate debts. rP be exempt from ARTICLE .XIV AMENDMENTS Only by a unanimous vote of the Board of Directors . may these .Articles of amended and only at any regular ors special Incorporation be and the ArticlesP meeting after notice duly given in accordance of Incorporation:provided that with law. these Articles shall never be amended this Corporation other than a charitable. educational, cultural. - `'�'I�n the meaningof Sections religious or scientific SO 1(c)(3) and 509(a)(3) of °rg uzation the Code. ARTICLE XV :ADDITIONAL RESTRICTIONS AND REQUIREMENTS � TS Until this Corporation is determined termined by the Coin,missioner of Internal organization other than a-private Revenue P foundation"within the meaning to beo an e. the tolIowing restrictions of Section�09(a ; and requirements are imposed: )( �°f the Code. A. The Corporation shall distribute n such manner s its income for each tax�- o as not to become subject to the tax o • posed by Section ear at such time and i 4942 of the Code. n undistributed income im p B. The Corporation shat Section 4941(d) shall not engage in any act of self-dealing o f the Code. - lf-dealini; as dem i n C. The Corporation shall not retain any excess business Section 4943(c) of the Co holdings as de• � defined in D. The Corporation shall not make any investments in Section 4944 o f the Code. such manner as to subject t It to tax under E. The Corporation shall 4945(d) of the Code not make any taxable expenditures as defined in Section fN WITNESS WHEREOF, we have executed these Articles ofof Incorporation on this 28 day August, 2002• William M. Conway ) The undersigned. designated herein as Statutory Agent. hereby removal or resignation in accordance consents to act as such until with the Arizona revised ti l ed statutes. Dated: August 28. 2 002 William M. Co . y 6 , Oct .03 07 02: 48p Charles W. Walton 520-825-95eU p• � CONSENT IN LIEU OF ORGANIZATIONAL MEETING OF BOARD OF DIRECTORS OF ORO VALLEY COMMUNITY FOUNDATION TWO The undersigned, constituting the initial Board of Directors of Oro Valley Com::r.unity Foundation Two, an Arizona nonprofit corporation, acting pursuant to Section 10-3704 of the Arizona Revised Statues, consent to the adoption of the following resolutions, to have the same force and effect as if unanimously taken and adopted at the organizational meeting of the initial Board of Directors of the corporation duly called and held on the .'Z a 41day of /��l ��r -.� , 2007. (1) RESOLVED, that the Articles of Incorporation of this corporation as prepared by counsel and filed with the Arizona Corporation Commission are hereby approved ordered made a part of the records of this corporation, and that all �.ctions and taken by the incorporator in connection therewith are hereby ratified, api j coved and confirmed_ (2) RESOLVED, that the Bylaws of this corporation, as prepared by counsel and in the form preceding these minutes, are hereby adopted as the Bylaws of this corporation. (3) RESOLVED, that the Conflict of Interest Policy, Fundraising Policies and Guidelines, Gift Acceptance Policies and Guidelines, and Whistleblower Policy as prepared by counsel, are hereby adopted. (4) RESOLVED, that the following persons are hereby elected directors of this corporation to serve until the first annual meeting of the Board of Directors or until their respective successors are duly elected or appointed: Stacey Lemos Ralph Abelt Richard H. Eggerding Marilyn Cook Richard Johnson Charles Johnson Frank Naughton Mary Snider Dorothy Vanek Charles Walton John Wickham (5) RESOLVED, that the following persons are hereby elected officers of this corporation to the offices set forth opposite their respective names, to sere, until the first annual meeting of the Board of Directors, or until their res-octive successors have been duly elected or appointed: Richard H. Eggerding President Richard M. Johnson Vice President Ralph W. Abelt Secretary /Treasurer PHX/SHIGGS/1931723.1/21974,001 1 Oct. 03 07 02: 48p Charles W. Walton 520-825-9520 p. 3 (6) RESOLVED,that Wells Fargo Bank,N.A. is hereby designated as depository for accounts in the name of this corporation, with any two of the President„Vice President, Secretary and Treasurer of this corporation as authorized signatories. (7) RESOLVED,that the Treasurer of this corporation is hereby directed to furnish said depository with a certified copy of said resolutions and certified specimens of the signatures, and that said depository may rely on this resolution until receipt by them of a certified copy of a resolution by the Board of Directors of this corporation revoking or modifying the same. (8) RESOLVED, that this corporation shall cause its attorneys to forthwith process an application for tax exemption under IRC t 501(c)(3) and under any corresponding provision of State law,and in connection therewith the appropriate officers of this corporation are hereby authorized and directed to execute application forms,powers of attorney and any other necessary documents. (9) RESOLVED, that this Consent in Lieu of Organizational Meeting may be signed in counterparts. IN WITNESS WHEREOF, the undersigned have executed this consent to be filed as a paxof the minutes of the corporation as of the day and year first above written. '1 Sta ey Lemos Lirfr)11) Ralph Abelt A110°': i_Ay �i r ,24e chard H. E gerding i/ 4-7-r-),(tit,„&)„ Marilyn Cook 4, 0;;4e/AliAe)/L,d7'1L- Richard Johnson / ori es Johns r r Oct 03 07 02: 48p Charles W. Walton 520-825-9520 p. 4 1111 . . Frank Naught() Th. -A _ -� 1A MaryS. der 1 1.10 mss "74049 Dorothy Vanek Ch. -s Walton iiitaeLickv\._ John ickham [Executed in Counterparts] PHX/SHIGGS/1931723.1/2 l 974.00] 3 Date: July 30,2007 To: Board members, Oro Valley Community Foundation From: Chuck Walton Following are Bylaws suggested for the new corporation now named Oro Valley Community Foundation Two. The 'Two' will be dropped when the transfer of assets from the old to new corporation is completed. Please review the Bylaws, the enclosed "Gift Acceptance Policy" and "Fundraising, Policies and Guidelines" . Let me know whether you have any suggestions, revisions, comments, etc. in advance of our meeting on August 20 when they will be presented to the Board for approval. As a part of the filing for the exemption letter for the newly formed corporation, IRS requires brief bios showing the "qualifications" of directors. As an example, legal counsel believes that in my case, the following is sufficient: Retired. Former Vice President, General Counsel, Corporate Secretary of two public companies. Former Board member and President, Sun city Vistoso Community Foundation. Please send me a brief bio (20 to 25 words or less) via e- mail: waltonaz@comcast.net If I can help you in writing it, call me at 825-9520. /7 -) - i C__ BYLAWS OF ORO VALLEY COMMUNITY FOUNDATION TWO ARTICLE I Offices Section 1. Principal Office. The corporation may have such offices, either within or without the State of Arizona, as may be designated from time-to-time by resolution of the Board of Directors, one of which may be designated as the principal office. Section 2. Registered Office and Registered Agent. The corporation shall maintain a registered office and registered agent in the State of Arizona. The registered office may, but need not be, the same as any of its places of business. The identity and address of the registered agent may be changed from time-to-time by notifying the Arizona Corporation Commission pursuant to the provisions of the Arizona Nonprofit Corporation Act(the "ANCA"). ARTICLE II Mission Statement The mission of the Oro Valley Community Foundation is to seek the resources that will contribute to improving and sustaining the quality of life, primarily for the citizens of Oro Valley. ARTICLE III Board of Directors Section 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors. Section 2. Number and Qualifications of Directors. (a) The number of directors shall be as determined by the Board of Directors from time-to-time. No amendment of this section shall reduce the number of directors to less than the number required by the ANCA. (b) Directors specified in this Section 2 need not be residents of the State of Arizona. (c) Ex Officio Director. The Director of Finance for the Town of Oro Valley and the Immediate Past President of the corporation shall be ex officio directors of the corporation with voting rights. PHX/1928274.3 1 Section 3. Election and Term. (a) Method of Election. Directors, other than any ex officio directors of this corporation, shall be elected at the annual meeting of the Board of Directors. (b) Term of Office. Directors, other than any ex officio directors, shall hold office from the close of the annual meeting for a term of three (3) years, or until their successors have been elected and qualified. Section 4. Resignation. A director may resign at any time by filing a written resignation with the President or the Secretary of the corporation. Section 5. Removal. A director may be removed from office with or without cause by the vote of a majority of the other directors of this corporation either at a regular meeting or at any special meeting called for that purpose. Section 6. Vacancies. In the event a vacancy occurs in the Board of Directors from any cause, including an increase in the number of directors, an interim director shall be elected by the Board of Directors of this corporation. An interim director shall serve until a successor is elected upon expiration of the term of office for that director. Section 7. Annual Meeting. The annual meeting of the Board of Directors shall be held in the month of June in each year, at such time and place as the Board of Directors may determine, for the purpose of transacting such business as may come before the meeting. Section 8. Regular Meetings. The Board of Directors may provide by resolution for regular or stated meetings of the Board, to be held at a fixed time and place, and upon the passage of any such resolution such meetings shall be held at the stated time and place without other notice than such resolution. Section 9. Special Meetings. Special meetings of the Board of Directors may be held at any time and place for any purpose or purposes, unless otherwise prescribed by the ANCA, on call of the President or Secretary, and shall be called by the Secretary on the written request of any majority of the directors. Section 10. Meetings By Telephone or Other Communication Technology. (a) Any or all directors may participate in a regular or special meeting or in a committee meeting of the Board of Directors by, or conduct the meeting through the use of, telephone or any other means of communication by which either: (i) all participating directors may simultaneously hear each other during the meeting or (ii) all communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors. (b) If a meeting will be conducted through the use of any means described in subsection (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in subsection (a) is deemed to be present in person at the meeting. PHX/1928274.3 2 Section 11. Notice and Waiver of Notice. (a) Notice. Notice of the date, time and place of any annual or special meeting shall be given by oral or written notice delivered personally to each director at least twenty-four (24) hours thereto orwritten notice other than at Y priorby givenby personaldelivery least forty-eight (48) hours prior thereto. Notice shall be given in one of the methods described in Article III hereof. The purpose of and the business to be transacted at any special meeting of the Board of Directors need not be specified in the notice or waiver of notice of such meeting. (b) Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of the ANCA or under the provisions of the Articles of Incorporation or Bylaws of the corporation, a waiver thereof in writing, signed at any time by the person or persons entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 12. Quorum. A majority of the number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time-to-time without further notice. Section 13. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the ANCA, or the Articles of Incorporation or Bylaws of the corporation. Section 14. Action by Written Consent of Directors. Any action required by the Articles of Incorporation or Bylaws of the corporation, or any provision of the ANCA, to be taken at a meeting, or any other action which may be taken at a meeting, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the Board taken at a meeting. Section 15. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors, or a committee thereof, at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director's dissent shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. Section 16. Compensation. Directors of the corporation shall not receive compensation for serving as directors, but may receive reasonable compensation for other personal services rendered which are necessary to carrying out the exempt purposes of the corporation. In addition, directors may receive reimbursement for reasonable expenses incurred in connection PHX/1928274.3 3 with corporate matters, provided that such reimbursement is authorized by the Board of Directors. Section 17. Committees. (a) Executive and Other Committees. The Board of Directors by resolution may create an executive committee or one or more other committees, each consisting of three or more directors designated by the Board of Directors, having such powers and duties, not inconsistent with subsection (b) hereof or any existing delegation of powers to a committee of directors, as may be provided in the resolution creating such committee as initially adopted or as thereafter supplemented or amended by further resolution adopted by similar vote. The Board of Directors may also designate persons who are not directors to serve as non-voting members of any such committee with the exception of the Executive Committee. Additionally, the Executive Committee shall have and may exercise, when the Board of Directors is not in session, all of the powers of the Board of Directors in the management of the business and affairs of the corporation. (b) Nondelegable Powers; Alternative Members; Rules of Committees. No committee of directors shall be empowered to act in lieu of the entire Board of Directors in respect to election of officers or the filling of vacancies on the Board or on committees of directors created pursuant to this Section 17. All members of the Board of Directors who are not members of a given committee shall be alternate members of such committee and may take the place of any absent member or members at any meeting of such committee, upon request of the President or the chairman of such meeting. Each committee of directors shall fix it own rules governing the conduct of its activities, not inconsistent with rules promulgated by the Board of Directors, and shall make such reports to the Board of Directors of its activities as the Board may request. (c) Ex Officio Members of Committees. The President shall be an ex officio voting member of all committees. Section 18. Conflict of Interest. The corporation shall follow a Conflict of Interest Policy, which shall be adopted by resolution of the Board of Directors and may be amended by resolution from time-to-time. Section 19. Financial and Corporate Records. (a) Financial Records. The corporation will maintain and provide to the Town of Oro Valley, Arizona upon reasonable request, all financial records relating to the monies, properties and other assets of the corporation and its operations; and to make annual reports to the Town of Oro Valley, Arizona within 90 days after the end of each accounting year, setting forth a statement reflecting monies, properties and assets received, held and distributed. (b) Annual Financial Review. To provide an annual review of the corporation's financial records by an independent firm of certified public accountants, a copy of which shall be submitted to the Town of Oro Valley, Arizona. Copies of such reports shall be filed in the Oro Valley Public Library to be available to the public. PHXI1928274.3 4 (c) Corporate Records. The Foundation shall keep in its principal office the original or a copy of these Bylaws, as amended or otherwise altered to date, the Articles of Incorporation, and records of all meetings. All books and records of the Foundation, other than records of individual donations, may be inspected by any resident of the Town of Oro Valley, Arizona for any proper purpose at any reasonable time. ARTICLE IV Methods of Giving Notice Notice of any annual or special meeting of directors, and any other notice required to be given under these Bylaws or the ANCA may be communicated in person, by telephone, telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier, and, if these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication. Oral notice is effective when communicated. Written notice is effective at the earliest of the following: (a) Whreceived. (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed. (c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. ARTICLE V Officers Section 1. Number. The principal officers of the corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may designate one of the Vice Presidents as Executive Vice President and may elect such other officers and assistant officers and agents as may be deemed necessary. Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at its annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office from the close of the annual meeting for a term of one year, or until a qualified successor is elected upon expiration of the term of that officer, or until that officer's death, or until that officer shall resign or shall have been removed in the manner hereinafter provided. Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors, whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights. PHX/1928274.3 5 Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Section 5. The President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. The President shall, when present, preside at all meetings of the Board of Directors. The President shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. In general, the President shall perform all duties incident to that office, and such other duties as may be prescribed by the Board of Directors from time-to-time. At the end of the President's term, the President shall serve as an ex-officio director with voting rights. Section 6. The Vice Presidents. In the absence of the President, or in the event of the President's death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Executive Vice President, or if one shall not have been designated, the Vice President with longest service in that office) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time-to-time may be assigned by the President or by the Board of Directors. Vice Presidents may by their election have charge and supervision of designated portions of the corporation's affairs. Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the Board of Directors' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation if one is authorized by the Board of Directors, in which case the Secretary shall see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time-to-time may be assigned by the President or by the Board of Directors. Section 8. The Treasurer. If required by the Board of Directors, the Treasurer shall be bonded for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall: (a) have the oversight responsibility for all funds and securities of the corporation, and for moneys due and payable to the corporation from any source whatsoever, including the deposit of such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and (b) in general perform all of the duties incident to the office of Treasurer and such other duties as from time-to-time may be assigned by the President or by the Board of Directors. Section 9. Other Assistants and Acting Officers. The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such PHX/1928274.3 6 . assistant or acting officer so appointed by the Board of Directors shall have the power to perform all the duties of the office to which such person is so appointed to be assistant, or as to which such person is so appointed to act, except as such power may otherwise be defined or restricted by the Board of Directors. Section 10. Additional Officers. Any additional officer not specified above shall have only such authority, duties and responsibilities as shall be specifically authorized and designated by the Board of Directors. Section 11. Compensation. Officers of the corporation shall not receive compensation for serving as officers, but may receive reasonable compensation for other personal services rendered which are necessary to carrying out the exempt purposes of the corporation. In addition, officers may receive reimbursement for reasonable expenses incurred in connection with corporate matters, provided that such reimbursement is authorized by the Board of Directors. ARTICLE VI Indemnification Section 1. Mandatory Indemnification. The corporation shall, to the fullest extent permitted or required by Sections 10-3850 to 10-3858, inclusive, of the ANCA, including any amendments thereto (but in the case of any such amendment, only to the extent such amendment permits or requires the corporation to provide broader indemnification rights than prior to such amendment), indemnify its Directors and Officers against any and all liabilities, and advance any and all reasonable Expenses incurred thereby in any Proceeding to which any Director or Officer is a Party because such Director or Officer is a Director or Officer of the corporation. The corporation may indemnify its employees and authorized agents, acting within the scope of their duties as such, to the same extent as Directors or Officers hereunder. The rights to indemnification granted hereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses which such Director or Officer may be entitled under any written agreement, board resolution, the ANCA or otherwise. All capitalized terms used in this Article VI and not otherwise defined herein shall have the meaning set forth in Section 10-3850 of the ANCA. Section 2. Permissive Supplementary Benefits. The Corporation may, but shall not be required to, supplement the foregoing right to indemnification against liabilities and advancement of Expenses under Section 1 of this Article by (a) the purchase of insurance on behalf of any one or more of such Directors, Officers, employees or agents, whether or not the corporation would be obligated to indemnify or advance Expenses to such Director, Officer, employee or agent under Section 1 of this Article, and (b) entering into individual or group indemnification agreements with any one or more of such Directors or Officers. Section 3. Private Foundations. Notwithstanding the foregoing, whenever the corporation is a private foundation as defined in I.R.C. § 509(a), it shall not make any indemnification which would give rise to a penalty excise tax under I.R.C. Chapter 42. PHX/1928274.3 7 ARTICLE VII Fiscal Year The fiscal year of the corporation shall end on the last day of June in each year. ARTICLE VIII Seal The Board of Directors may provide a corporate seal and prescribe the form thereof. ARTICLE IX Corporate Acts, Loans, and Deposits Section 1. Corporate Acts. Each officer shall have authority to sign, execute and acknowledge on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports, and all other documents or instruments necessary or proper to be executed in the course of the corporation's regular business, as may be authorized by resolution of the Board of Directors. Except as otherwise provided by the ANCA or directed by the Board of Directors, the President may authorize in writing any officer or agent of the corporation to sign, execute and acknowledge such documents and instruments in his or her place and stead. The Secretary of the corporation is authorized and empowered to sign in attestation all documents so signed, and to certify and issue copies of any such document and of any resolution adopted by the Board of Directors of the corporation; provided, however, that an attestation is not required to enable a document to be an act of the corporation. Section 2. Loans. No moneys shall be borrowed on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section 3. Deposits. All funds of the corporation, not otherwise employed, shall be deposited from time-to-time to the credit of the corporation in such banks, investment firms or other depositories as the Board of Directors may select. ARTICLE X Amendments Section 1. By the Directors. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting thereof. Section 2. Implied Amendment. Any action taken or authorized by the Board of Directors, which would be inconsistent with the Bylaws then in effect but is taken or authorized by affirmative vote of not less than the number of directors required to amend the Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as though the PHX/1928274.3 8 Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized. ******* Certified a true and correct copy of the Bylaws adopted on the day of , 2007, by the Board of Directors of Oro Valley Community Foundation Two. Its: Secretary PHX/1928274.3 9 ORO VALLEY COMMUNITY FOUNDATION TWO GIFT ACCEPTANCE POLICIES AND GUIDELINES Oro Valley Community Foundation, a non-profit organization organized under the laws of the Arizona, encourages the solicitation and acceptance of gifts to Oro Valley Community Foundation Two ("Foundation") for purposes that will help the Foundation to further and fulfill its mission. The following policies and guidelines govern acceptance of gifts made to the Foundation or for the benefit of any of its programs. The mission of the Oro Valley Community Foundation is to seek the resources that will contribute to improving and sustaining the quality of life, primarily for the citizens of Oro Valley. I. Purpose of Policies and Guidelines The Board of Directors of the Foundation and its staff solicit current and deferred gifts from individuals, corporations, and foundations to secure the future growth and success of the Foundation. These policies and guidelines govern the acceptance of gifts by the Foundation and provide guidance to prospective donors and their advisors when making gifts to the Foundation. The provisions of these policies shall apply to all gifts received by Foundation for any of its programs or services. II. Use of Legal Counsel The Foundation shall seek the advice of legal counsel in matters relating to acceptance of gifts when appropriate. Review by counsel is recommended for: • Closely held stock transfers that are subject to restrictions or buy-sell agreements; • Documents naming the Foundation as Trustee; • Gifts involving contracts, such as bargain sales or other documents requiring the Foundation to assume an obligation; • Transactions with potential conflict of interest that may invoke IRS sanctions; • Other instances in which use of counsel is deemed appropriate by the Gift Acceptance Committee. II. Conflict of Interest The Foundation will urge all prospective donors to seek the assistance of personal legal and financial advisors in matters relating to their gifts and the resulting tax and estate planning consequences. PHX/1932682.1 1 III. Restrictions on Gifts The Foundation will accept unrestricted gifts, and gifts for specific programs and purposes, provided that such gifts are not inconsistent with its stated mission, purposes, and priorities. The Foundation will not accept gifts that are too restrictive in purpose. Gifts that are too restrictive are those that violate the terms of the corporate charter, gifts that are too difficult to administer, or gifts that are for purposes outside the mission of the Foundation. All final decisions on the restrictive nature of a gift, and its acceptance or refusal, shall be made by the Foundation's Gift Acceptance Committee. IV. The Gift Acceptance Committee The Gift Acceptance Committee shall consist of: • The President of the Foundation • The Executive Director of the Foundation • The Treasurer of Foundation • Such other members as appointed by the President of the Foundation The Gift Acceptance Committee is charged with the responsibility of reviewing all gifts made to Foundation, properly screening and accepting those gifts, and making recommendations to the i Board on gift acceptance issues when appropriate. V. Types of Gifts. The following gifts are acceptable: • Cash • Tangible Personal Property • Securities • Real Estate • Remainder Interests in Property • Oil, Gas, and Mineral Interests • Bargain Sales • Life Insurance • Charitable Remainder Trusts • Charitable Lead Trusts PHX/1932682.1 2 • Retirement Plan Beneficiary Designations • Bequests • Life Insurance Beneficiary Designations VI. Gift Acceptance Criteria. The following criteria govern the acceptance of each gift form: 1. Cash. Cash is acceptable in any form. Checks shall be made payable to the Foundation and shall be delivered to Executive Director in the Foundation's administrative offices. 2. Tangible Personal Property. All other gifts of tangible personal property shall be examined in light of the following criteria: • Does the property fulfill the mission of the Foundation? • Is the property marketable? • Are there any undue restrictions on the use, display, or sale of the property? • Are there any carrying costs for the property? The final determination on the acceptance of other tangible property gifts shall be made by the Gift Acceptance Committee of the Foundation. 3. Securities. The Foundation can accept both publicly traded securities and closely held securities. 4. Publicly Traded Securities. Marketable securities may be transferred to an account maintained at one or more brokerage firms or delivered physically with the transferor's signature or stock power attached. As a general rule, all marketable securities shall be sold upon receipt unless otherwise directed by the Investment Committee. In some cases marketable securities may be restricted by applicable securities laws; in such instance the final determination on the acceptance of the restricted securities shall be made by the Gift Acceptance Committee of the Foundation. 5. Closely Held Securities. Closely held securities, which include not only debt and equity positions in non-publicly traded companies but also interests in LLPs and LLCs or other ownership forms, can be accepted subject to the approval of the Gift Acceptance Committee of Foundation. However, gifts must be reviewed prior to acceptance to determine that: • there are no restrictions on the security that would prevent the Foundation from ultimately converting those assets to cash; • the security is marketable; and PHX/1932682.1 3 • the security will not generate any undesirable tax consequences for the Foundation. If potential problems arise on initial review of the security, further review and recommendation by an outside professional may be sought before making a final decision on acceptance of the gift. The final determination on the acceptance of closely held securities shall be made by the Gift Acceptance Committee of the Foundation and legal counsel when necessary. Every effort will be made to sell non-marketable securities as quickly as possible. 6. Real Estate. Gifts of real estate may include developed property, undeveloped property, or gifts subject to a prior life interest. Prior to acceptance of real estate, the Foundation shall require an initial environmental review of the property to ensure that the property has no environmental damage. In the event that the initial inspection reveals a potential problem, the Foundation shall retain a qualified inspection firm to conduct an environmental audit. The cost of the environmental audit shall generally be an expense of the donor. When appropriate, a title binder shall be obtained by the Foundation prior to the acceptance of the real property gift. The cost of this title binder shall generally be an expense of the donor. Prior to acceptance of the real property, the gift shall by approved by the Gift Acceptance Committee of the Foundation and by the Foundation's legal counsel. Criteria for acceptance of the property shall include: • Is the property useful for the purposes of the Foundation? • Is the property marketable? • Are there any restrictions, reservations, easements, or other limitations associated with the property? • Are there carrying costs, which may include insurance, property taxes, mortgages, or notes, etc., associated with the property? • Does the environmental audit reflect that the property is not damaged? 7. Remainder Interests In Property. The Foundation will accept a remainder interest in a personal residence, farm, or vacation property subject to the provisions of paragraph 4 above. The donor or other occupants may continue to occupy the real property for the duration of the stated life. At the death of the donor, the Foundation may use the property or reduce it to cash. Where the Foundation receives a gift of a remainder interest, expenses for maintenance, real estate taxes, and any property indebtedness are to be paid by the donor or primary beneficiary. 8. Oil, Gas, and Mineral Interests. The Foundation may accept oil and gas property interests, when appropriate. Prior to acceptance of an oil and gas interest, the gift shall be approved by the Gift Acceptance Committee, and if necessary, by the Foundation's legal counsel. Criteria for acceptance of the property shall include: PHX/1932682.1 4 • Gifts of surface rights should have a value of$20,000 org reater. • Gifts of oil, gas and mineral interests should generate at least $3,000 er year in p royalties or other income (as determined by the average of the three ears prior to the gift). Y • The property should not have extended liabilities or other considerations that make receipt of the gift inappropriate. • A working interest is rarely accepted. A working interest may only be accepted ted where whenthere is a plan to minimize potential liability and tax consequences. • The property should undergo an environmental review to ensure that Foundation has no current or potential exposure to environmental liability. 9. Bargain Sales. The Foundation will enter into a bargain sale arrangement in instances ces m which the bargain sale furthers the mission and purposes of the Foundation. All bargain g n sales must be reviewed and recommended by the Gift Acceptance Committee and approved pp by the Board of Directors. Factors used in determining the appropriateness of the transaction include: • The Foundation must obtain an independent appraisal substantiating the value of the property. • If the Foundation assumes debt with the property, the debt ratio must be less than 50% of the appraised market value. • The Foundation must determine that it will use thero ert or that there is a p p Y� market for sale of the property allowing sale within 12 months of receipt. • The Foundation must calculate the costs to safeguard, insure, and expense the property (including property tax, if applicable) during the holdingperiod. 10. Life Insurance. The Foundation must be named as both beneficiaryand irrevocable rrev ocable owner of an insurance policy before a life insurance policy can be recorded as a .iftThe • g gift is valued at its interpolated terminal reserve value, or cash surrender value, upon receipt.pt. If the donor contributes future premium payments, the Foundation will include the entire amount of the additional premium payment as a gift in the year that it is made. If the donor does not elect to continue to make gifts to coverpremium payments on . p y the life insurance policy, the Foundation may: • continue to pay the premiums; • convert the policy to paid up insurance; or • surrender the policy for its current cash value. PHX/1932682.1 5 w 11. Charitable Remainder Trusts. The Foundation may accept designation as remainder g beneficiary of a charitable remainder trust with the approval of the Gift Acceptance Committee p of the Foundation. The Foundation will not accept appointment as Trustee of a charitable remainder trust. 12. Charitable Lead Trusts. The Foundation may accept a designation as income beneficiary of a charitable lead trust. The Board of the Foundation will not accept an appointment as Trustee of a charitable lead trust. 13. Retirement Plan Beneficiary Designations. Donors and supporters of the Foundation will be encouraged to name the Foundation as beneficiary of their retirementp lans. Such designations will not be recorded as gifts to the Foundation until such time as theg ift is irrevocable. When the gift is irrevocable, but is not due until a future date, thep resent value of that gift may be recorded at the time the gift becomes irrevocable. 14. g Bequests. Donors and supporters of the Foundation will be encouraged to make bequests . to the Foundation under their wills and trusts. Such bequests will not be recorded asg ifts to the Foundation until such time as the gift is irrevocable. When the gift is irrevocable, but is not due until a future date, the present value of that gift may be recorded at the time theg ift becomes irrevocable. 15. Life Insurance Beneficiary Designations. Donors and supporters of the Foundation will be encouraged to name the Foundation as beneficiary or contingent beneficiaryof their life insurance policies. Such designations shall not be recorded as gifts to the Foundation until such time as the gift is irrevocable. Where the gift is irrevocable, but is not due until a future date, present value of that gift may be recorded at the time the gift becomes irrevocable. VI. Miscellaneous Provisions 1. Securing Appraisals and Legal Fees for Gifts to the Foundation. It will be the responsibility of the donor to secure an appraisal (where required) and g independent legal counsel p for all gifts made to the Foundation. 2. Valuation of Gifts for Development Purposes. The Foundation will record ag ift received by the Foundation at its valuation for gift purposes on the date ofg ift. 3. Responsibility for Internal Revenue Service Filings Upon Sale of Gift Items. The Gift Acceptance Committee of the Foundation is responsible for filing Internal Revenue Service Form 8282 upon the sale or disposition of any asset sold within twoears of receipt bythe Y p Foundation when the charitable deduction value of the item is more than $5,000. The Foundation must file this form within 125 days of the date of sale or disposition of the asset. 4. Substantiation and Acknowledgement. Substantiation and Acknowledgement of all gifts made to the Foundation and compliance with the current IRS requirements q in acknowledgement of such gifts shall be the responsibility of the Foundation's Board. PHX/1932682.1 6 r ► . r VII. Changes to Gift Acceptance Policies These policies and guidelines have been reviewed and accepted bythe Foundation's AcceptanceCommittee. p atlon s Gift The Foundation's Gift Acceptance Committee must approve pp any changes to or deviations from these policies. Approved on the day of 2007. ORO VALLEY COMMUNITY FOUNDATION TWO By: Ralph W. Abelt Its: Secretary PHX/1932682.1 7 r r ORO VALLEY COMMUNITY FOUNDATION TWO FUNDRAISING POLICIES AND GUIDELINES Oro Valley Community Foundation Two is a nonprofit corporation organized p rp g zed under the laws of the State of Arizona (the "Foundation"). Charitable fundraisingis an important source of financial support for the Foundation. The following policies and guidelines (the "Poli cy ) govern the Foundation's fundraising activities. I. Mission The mission of the Oro Valley Community Foundation is to seek the resources that will contribute to improving and sustaining the quality of liferimaril for the citizens y citizens of Oro Valley. II. Purpose of Policies and Guidelines. The Foundation is committed to maintaining the highest standards of conductethics and ethics with its to fundraising activities, and the Foundation's Board of Directors is responsible for ensuring that the Foundation's fundraising activities meet those standards. The Board of Directors has therefore adopted this Policy. III. Covered Activities For purposes of this Policy, the definitions of"fundraising" and "fundraisingactivities" ginclude, but are not limited to A. Mail solicitations; B. Email solicitations; C. Personal solicitations; D. Vehicle, boat, plane, or similar donations; E. Foundation grant solicitations; F. Phone solicitations; G. Donations submitted via the Foundation's website; H. Donations submitted via another Foundation's website; and I. Government grant solicitations; and J. Corporate grant solicitations. 1 ORO VALLEY COMMUNITY FOUNDATION TWO FUNDRAISING POLICIES AND GUIDELINES Oro Valley Community Foundation Two is a nonprofit corporation organized under the laws of the State of Arizona (the "Foundation"). Charitable fundraising is an important source of financial support for the Foundation. The following policies and guidelines (the "Policy") govern the Foundation's fundraising activities. I. Mission The mission of the Oro Valley Community Foundation is to seek the resources that will contribute to improving and sustaining the quality of life, primarily for the citizens of Oro Valley. II. Purpose of Policies and Guidelines. The Foundation is committed to maintaining the highest standards of conduct and ethics with respect to its fundraising activities, and the Foundation's Board of Directors is responsible for ensuring that the Foundation's fundraising activities meet those standards. The Board of Directors has therefore adopted this Policy. III. Covered Activities For purposes of this Policy, the definitions of "fundraising" and "fundraising activities" include, but are not limited to A. Mail solicitations; B. Email solicitations; C. Personal solicitations; D. Vehicle, boat, plane, or similar donations; E. Foundation grant solicitations; F. Phone solicitations; G. Donations submitted via the Foundation's website; H. Donations submitted via another Foundation's website; and I. Government grant solicitations; and J. Corporate grant solicitations. 1 IV. Donor Relations • It is the Foundation's policy that fundraising be respectful of the needs and interests of the donor or potential donor. The Foundation will take steps to ensure that gifts will be used for the purposes for which they were given, and to respect the privacy of individual donors. The Foundation therefore recognizes that donors and potential donors have the right: A. To be informed of the Foundation's mission, the way solicited funds will be used, and the Foundation's capacity to use donations effectively for their intended purposes; B. To be informed of the identity of those serving on the Foundation's Board of Directors and to expect the Board of Directors to exercise prudent judgment in its stewardship responsibilities; C. To have access to the Foundation's most recent financial statements; D. To be assured that their gifts will be used for the purposes for which they were given; E. To receive appropriate acknowledgement and recognition that complies with the substantiation requirements for tax-deductible contributions; F. To be assured that information about their donations is handled with respect and with confidentiality; G. To expect that all interaction with individuals representing the Foundations will be professional in nature; H. To be informed whether those soliciting donations are volunteers, employees of the Foundation, or hired fundraisers; I. To have the opportunity to have their names deleted from mailing lists that the Foundation may intend to share; and J. To feel free to ask questions when making a donation and to receive prompt, truthful, and forthright answers. V. Federal and State Law Requirements The Foundation must register, or cause paid fundraisers to register, in each and every state in which the Foundation plans to solicit contributions. This necessarily requires that the Foundation determine the registration requirements of each state in which the Foundation plans to solicit contributions, and to take steps to comply with those requirements. The Foundation shall cause charitable solicitation registration applications and annual reports to be filed in a timely manner. PHX/ECARTER/1932679.1 2 VI. Advertising Materials The Foundation must take steps to ensure that any promotional, marketing, or other fundraising material is clear and accurate. Such materials must accurately describe the Foundation, its mission, the purpose(s) for which funds are sought, and the tax-deductible nature of contributions to the Foundation. If material is prepared by a paid fundraiser, the Foundation must takes steps to review and approve such material before it is distributed to potential donors. VII. Fundraising Costs The Foundation must endeavor to hold its fundraising costs to a reasonable level. VIII. Paid Fundraisers In selecting paid fundraisers, a charity should use only those entities or individuals who are registered in the state in which the fundraising will occur. Paid fundraisers must also provide good references. The Foundation must take steps to continuously monitor the performance of paid fundraisers. If the Foundation engages a paid fundraiser, it must enter into a contractual agreement with that paid fundraiser before funds are solicited. The terms of the agreement must identify: A. The purpose of the fundraising which will occur under the contract; B. The length of the agreement; C. A description of the fundraising methods allowed under the agreement; D. An agreement by the paid fundraiser to comply with all applicable state and federal regulations; E. The frequency with which the paid fundraiser must report to the Foundation; F. The terms of the paid fundraiser's compensation (either fixed fee or percentage) and; G. Which entity will control the solicited funds. Regardless of which party holds responsibility for developing marketing and promotional materials, the Foundation must ensure that all distributed materials accurately and fairly describes the Foundation, its mission, and the purposes for which funds are sought. The materials must also include contact information for the paid fundraiser and the Foundation. PHX/ECARTER/I 932679.1 3 f i IX. Changes to Fundraising Policies and Guidelines These policies and guidelines have been reviewed and accepted by the Board of Directors of the Foundation. The Board of Directors of the Foundation must approve any changes to or deviations from these policies. Approved on the day of , 2007. ORO VALLEY COMMUNITY FOUNDATION TWO By: Ralph W. Abelt Its: Secretary PHX/ECARTER/1932679.1 4 TOWN OF ORO VALLEY COUNCIL COMMUNICATION STUDY SESSION - October 10, 2007 TO: HONORABLE MAYOR & TOWN COUNCIL FROM: Philip C. Saletta, P.E., Water Utility Director SUBJECT: Presentation and update on Northwest Water Providers and Planning for the Delivery of Central Arizona Project Water SUMMARY: The Northwest Water Providers (NWWP) consists of four entities: Flowing Wells Imgation District, Metropolitan Domestic Water Improvement District, the Town of Marana and the Town of Oro Valley. The Town of Oro Valley has a Memorandum of Understanding with the other NWWP that was approved by Council Resolution No. (R)06-35 on May 17, 2006 to cooperate in the planning of renewable water resources and specifically the development of our CAP Water. The concept is to build a joint project that will deliver the allocation of CAP Water that each entity has under its subcontract with the Central Arizona Water Conservation District and the United States Bureau of Reclamation. The NWWP recently completed a study entitled "Northwest CAP Water System Cost Estimate and Alternatives Review Study"by Carollo Engineers for the development of Central Project Water. This study developed cost estimates for water treatment alternatives and a proposed pipeline alignment for CAP Water delivery. There was an Intergovernmental Agreement approved by Council Resolution (R)07-13 on January 17, 2007 to cost share in this study. Cost information from this study was used to prepare a financial analysis that calculated debt service based upon the amount of CAP Water that would be delivered in the future to each of the NW Water Providers. This financial analysis was performed by Stone & Youngberg. The presentation will review the results of the study and financial analysis and also discuss the possible options for governance and the next steps to proceed with the planning for the development of our CAP Water. ATTACHMENT: NWWP Powerpoint Presentation—Making our Water Future a Reality Philip C. Saletta, P.E., Water Utility Director D: id Andrews, Town Manag r I . • . _ ., , ' A.:"*"*...,,, , ' ' - ' ‘,..........4* . • -,-- '''. : ...... . .. : .......,................•.. Making our Water Future a Reality September 2007 Flowing Wells, Marana, Metro Water, and Oro Valley partner to Maximize our Water Resources ri ..........„„, „... , .• r„, • . e. I L.......,, 1 •, .., ..,-;..;,-... i Q,,,, ' i ,--,. , ,, , , i...„.5.,• , ,,,,,-,:,, - •.... i ,....-....„ 1 1 , . . , . • 1 i " .." k ' .{,i n -r.,- ;---- • !...._ L . „.,,,. • . ........ - I . . : .• .• • . , '-.• N. .., ,-. T. , , - , ,,..a..., ... -. 1,--, • 110 1: 1 • 1 • i 1 : N , ' 11111111INL i ....p.,Bounthi.es MD1MD —I ik=i.......... . \ . .`,..,' . •TUCI01, . F.,....9 W... " C:.. ..,:=,.......i.mi,es II ‘....'',.....'..1.-.r.r.,...."..- - ' --------Th,A \ _ I 1 — Treatment and Deliveryof Objective CAP Water in 2012 Nlarana 2 Turnout NW Reservoir r&NW CAP Alt 1 A • • Alt 1* 2.880 AF;Yr • WTP Site ♦r BPS • . Marano 2 Alt.1&2 SPS i urnout EL.2080 Alt.1B Alt.2A EL.2380 2,880 Af Yr Marana 1 t 25.680 AF Yr 25.880 AF Yrs :: r<r • ..t• o ..c ....yn w.-}v`nt':f� •r h r... n`,.0 o Y"s Turnout .3 4.320 AF Yr i>i7:t;{A:Y.YeSRY�9�¢�'+Y'A>oYIF•'?rFdci)M]M�.'rx.�•...a:�eRk�°O�O � � �• 'ce�CCRt.:• �$ C Y • • BPS Alt.28 EL.2380 ra r , 25,680 A;Yr Terminus Turnout za EL.2680 22,800 AF;Yr General Site Plan .. ,Co6tctlr�Dtlw Si Northwest Central Arizona Project Water Treatment KY/R$ER'ttS,R •. and Delivery System rte. •Treatment Plant Nno:e Roo,A81. • Delivery System . propoxrl Tyr^u�t''•.,.�.�^. . • Reliability Reservoir !:wits.T.eavniN+i Plsrtt . • CAPCunil • +Sr h -:. ,...; :: TANGERtalr:RnAD ............................. ........ 2 Water Management Objectives • Use Renewable Supply and Not Rely on Groundwater • Groundwater Management Code & Assured Water Supply Rules • +23,539 af(7.67 billion gallons)used by Northwest Providers in 2006 . 2,883 of FWID • 1,652 of Marana • 8,909 of Metro • 9,094 af Oro Valley ;- Using our Renewable Supplies • Central Arizona Project Water • Effluent • Oro Valley used 1,486 af reclaimed water Groundwater Pumping • Groundwater Levels over 5 years . 2 feet decline annually — FWID . 8 feet increase annually— Marana . 2.8 feet decline annually — Metro . 5.6 feet decline annually — Oro Valley • Drought • Impact of continued groundwater pumping . Increased Power Costs . Reconditioning and Deepening of Existing Wells . Drill New Wells . Potential Decline in Quality 3 Renewable Water Resource Central Arizona Project Water Allocations of Central Arizona Project Water Current Reallocation Total Flowing Wells ID* 2,873 0 2,873 Marana* 1,528 0 1,528 Metro Water District 8,858 4,602 13,460 Oro Valley 6,748 3,557 10,305 Totals 20,007 7,959 28,166 *Reflects transfer of 1,481 af from Flowing Wells to Marana,which is not yet finalized. Northwest Providers and Use of CAP Water . Recharged at groundwater savings projects and constructed recharge projects (paper water) • Marana — 12,992 ac ft recharged since 1997 • Metro - Full 8,858 ac ft allocation recharged annually for past 5 years • Oro Valley — 23,796 af recharged since 1997 . Obtained valuable credits (paper water) . Except for Marana, not directly used within our service areas & aquifer or areas of hydrological impact (wet water) 4 How to Use CAP Allocations? • Early 1990s - Northwest Replenishment Program • Partnership -Avra Valley & Lower Santa Cruz Recharge Projects r "Alternatives for Using CAP Water in the NW Tucson Area, August 2000" — Study with US Bureau of Reclamation . Treatment & Direct Delivery . Recharge & Recovery . Wholesale Delivery by Others . Continued Well Usage • Conclusion - Treatment and Direct Delivery of CAP water identified as the preferred alternative How to Use CAllocations? • Pilot Investigation of Slow Sand Filtration and Reverse Osmosis smosis : • r?�Y �b b Y`Yfo r r)• rX� •ir:o-r �Y.Yt�Y yk . . �„, " ? v �, fxa pt ;Xq 7 Treatment of CAP water o��y �%" :y :� �. yv �:Y j.hm�Y .�?� �•• Follow up S&T Grant ii111111•11111111011:1!,11,!:11:"..i11111:11p.4:., SRteucdla - aPtaiortnn,eUrsofA, .•'.i.;. • CAP, >g Tucson Water further ZsQw � - Jt 4. �•�'�•:'•���,''•,x.':25'S C`::Y(.,�>>f,.;7Y::i;: ` t ,; ,t S0�0. <<v�w 2`J „6 SC:xfr::;:;Yr� studyof slowsand 4. �. 2: �.: YxY rY : : Y�; Tv.Y:Y : �.t '?... 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Twt».a z Z n �1 • .ata AF • Firti Treatment Plants= ' y Delivery System ••'�Rw ':' Reliability Reservoir • f. :\c", �v 4r4 N 6 Juggling tPieces El n »�:s a___•tv •'may. itiLi 17*.af. r./441,;;;A knit • Infrastructure Resources Finances w itt t k Public Relations Partnerships Environmental Finances • How much will it cost? • How will we pay for it? What's the financial impact to our customers? • Cost Estimate Study .... .... .... . • Carollo Engineers • Financial Analysis • Stone & Youngberg 7 Cost Study Determine the Cost to Treat and Delivery CAP water to the Northwest Providers • 3 Water Treatment Alternatives • 3 Reverse Osmosis Treatment Scenarios 4 • TDS Level - 200, 300, 400 • 6 Concentrate Management Strategies • 2 Delivery System Alternatives Cost Study Treatment & RO Alternative.:;A.1.28-Microfiltration itra1I tratiar .. fin;id.►�yl 3+a+alt E.c lSl i T..3'?p:`illt,t,r �.»s7.''`:}S:s9..I. 1•,•0 Fowl wl .4�f2'��'`�rK''�.• aimMgt,' 'Plant %•S:i1lEp � �Isldl lrrKl I�rrtr*« r o • s Cie:. • `e veru›`r : Manana 11,.:r;agmr. 11 r.iycrrun:`. Concentrate y.;;,.,f:i:+>e :31 'WIMP Management �'L'�(5:/�:•ty LZ>Y'1:..•<ii.•.ti:lK�:r,4...� 8 , Cost Estimate Study > Delivery System . .., . MarDris 2 •. Tli r n out .,..-;.'..•.... .. NW Reservoir , Alt.IA r,'‘‘........-. &NW CAP Alt 1.: . 2.880 AF:Yr * I \VIP Site . ,....., . • . ',.. • ,,,,,,,,.,,,,,,,, ,....„,„,,,,,„ .,.,....„..„..,. „ ......:/ BPS ':' •• : :,:.....,,,.....:-: .,..;.,.,„:.!„,..t2.9:!!5„5g, ..$.:. . : .,...„:„ ... m 3,a na 2 ,,...., .., . !:4 i Alt.1&2 i BPS ' Turnout11. . ::.::•.: '--iLc. EL B Alt2A ' ..: Mara.1 / 25.680 IF I,EL 260 . i: 2,880 AF Yr Turnout ,:,ii,,,,,,,,,,,,..,,,,, f,,`. ...21'" -.... 4.,:ig•Vf•n.114,M.,: ''' 21&:::',':.;::i.,.„,:,..,,.::.'''. . .,.,::::J:',.:::','!..1..!::'..'!:!!!:'::!‘: :::::::•:::'.. 4.320 AF,Yr''::"'''''''"*':'•""'""s':'r''•''''"'r:'''.'-k:'"' ' : ' :. .•• ' ''.:.: ii,.,, .. i 1 . 7.--- ...: . ,....,:::. ,Alt 2.1 .-:$••• - :. s.:.. ..:.,::',•V N.ARANJA r,,,R, .., .!!!:::- ,. . ABitl I. ..,:•::: • -.:.,' . ' - ,. .,,-:----'-;It- •,•:.. . ;::.: ,:.,,,. :'.•.f.':'..‘...?. .:,!.:..!'.1:..K.‘.......... ... :.:..:,:. . ': ..... .. .- : Terrninus •,,;.:•., .; ' ..•: : 1 ET,u.rn2o6u8to ir!..,..: ••-• ' ' . .- 22,800 AF,Yr,',. . , . .. .g..,,.... ,:,•4....., Conservative Cost Estimate Used for Financial Analysis > Baseline Parameters • Micro Filtration/Ultra Filtration • Treat to 300 mg/L finished water TDS • VSEP with Crystalizer • Exclude GAC • Tangerine Rd Route with Two Boosters • 48" Welded Steel Pipe • 1st Phase - $191 ,000,000 • 2nd Phase - $84,000,000 9 Financial Analysis s Mark Reader, Phase Stone & Youngberg ---+_ Metro, 5,000 af, 33.3% � Develop Best ▪ OV, 5,000 af, 33.3% Estimate for a Median • Marana, 3,500 af, 23.3% Approach FWID, 1,500 af, 10.0% Determine Potential Phase II Financial impact to • Metro, 5,000 af, 33.3% each Provider OV, 5,000 af, 33.3% . Marana, 3,500 af, 23.3% . FWID, 1,500 af, 10.0% i"inancial Analysis Phase I Estimated Estimated Total Debt Principal Interest Service Metro $65.092M $54.235M $120.429M Oro Valley $65.092M $54.235M $120.429M Marana $46.773M $38.034M $ 83.301M Flowing Wells $19.828M $15.200M $ 36.029M TOTAL $198.205M $153.007M $361.287M 10 Financial Analysis Phase II Estimated Estimated Total-Debt- Principal Interest Service Metro $28.348M $23.861M $52.209M Oro Valley $28.348M $23.861M $52.209M Marana $19.844M $16.703M $36.547M Flowing Wells $ 8.504M $ 7.159M $15.663M TOTAL $85.044M $71.585M $156.629M Partnership Options > Right Structure for Financing & Management • Guidelines . Full Representation . Mechanism to reach Agreement . Equity . No Financial Impact based on Partnership Scenario 11 Partnership Option Special Authority or District ▪ New Entity created to oversee facilities with its own board,financing ability,etc. ▪ New or amending legislation would be required,which is a challenge • Customized to meet Partners needs but whole new bureaucracy could take on a life of its own IGA—Non-Profit Corporation . Establish a non-profit corporation to own and operate facilities with representation from each member . Similar to special district/authority but easier to create . Duplicates powers each member already has—each partner enters contract with Corporation . Example—Valley Metro Rail IGA—Joint Exercise of Power Agreement . One entity operates facilities for benefit of all . Agreement outlines each members'rights and cost share . Straightforward, Uses existing powers of members,no new entity to create handler . Example—91St Ave Wastewater Treatment Facility; New Mesa, Gilbert, Facility 4 Next S PartnershipOptions . Which structure to pursue? • Special District • IGA — Non Profit Corporation • IGA — Joint Exercise of Powers Agreement Public Relations pp . How to build support for NW CAP System? 12 Tasks Immediate Will Provide Updates and Obtain Direction • Delivery System • Determining the Route • Treatment System • Pilot Studies of Treatment Options • Pilot Studies of Concentrate Management Options • Northwest Reliability Reservoir • Coordinate efforts with US Bureau of Reclamation & CAP • Environmental Issues The Future Becomes Reality e: 00 W Itae } 5)9'0• r�i S .�':;:::::;' "3' vn�:�W^..•.',AN .H. 'aG}`..ii:��n. :.. •.. 7) �•wKL�Y}Zv: � Y '1•• �.'.. ;j VY+►�•♦♦•,?:♦ : :\ Y4`"rwn` v4w. %.♦MS M� nt ` :- YS YSi ,.• SX ' 'S,.�'9� 'r�.r;.�.rse..wsd y 3C�<��c`�4'��a•'�'\ r � -g'>,i'/�Y., Q:.. v: tee•.."Yw ..<: 111111111fratieWISjiV, Y � ?�.:3?F +:3���)�'�2 fi� `S.♦o`D°'��• 13 411C -3EATH v VENTANA THE CRITICAL PATH INSTITUTE Contacts: For The Critical Path Institute: For Ventana Medical Systems: Raymond Woosley, MD, PhD Anna Cordasco/Jonathan Doorley (520) 547-3440 Sard Verbinnen & Co. (212)687-8080 FOR IMMEDIATE RELEASE C-PATH AND VENTANA MEDICAL SYSTEMS TO COLLABORATE ON DEVELOPING STANDARDIZED EVALUATION FOR COMPANION DIAGNOSTIC TESTS AND TARGETED CANCER THERAPIES Tucson, Arizona, October 10, 2007—The Critical Path Institute (C-Path) and Ventana Medical Systems, Inc. (Ventana) (NASDAQ: VMSI) today released additional information about C-Path's $2.1 million grant from Science Foundation Arizona (SFAz) to fund a collaboration project with the U.S. Food and Drug Administration (FDA) and the National Cancer Institute (NCI)to develop a standard testing and evaluation process for companion diagnostics and their associated targeted cancer therapies. Currently, there is no proven development pathway for FDA approval of the necessary companion diagnostic tests and their associated targeted therapies. The goal of this collaboration is to establish the performance standards that would serve as the model for future FDA co-submissions of these companion diagnostic tests and their targeted drug therapies. With the SFAz grant, C-Path and Ventana will work closely with the FDA and NCI to apply these standards to one of Ventana's in-process companion diagnostic tests for lung cancer. Gary J. Kelloff, Senior Scientist at the National Cancer Institute said, "We applaud the collaboration among the Science Foundation Arizona, The Critical Path Institute and Ventana Medical Systems on the important project of creating a standardized evaluation process for diagnostic tests. The results of this work will complement the anticipated collaborative project with the NCI." C-Path's Chief Scientific Officer and Principal Investigator on this initiative, Jeffrey Cossman, MD, said, "The award from Science Foundation Arizona will fund an important step toward making the next generation of important patient care solutions a reality. The ultimate goal of the project is to guide the choice of targeted therapy so that patients receive the most effective treatments." President and CEO Raymond Woosley, MD, PhD, added, "This is extremely important work, and we are fortunate to have Ventana, a global leader in cancer diagnostics, as our partner." Christopher Gleeson, President and Chief Executive Officer of Ventana, commented, "Ventana's collaboration with C-Path furthers our commitment to personalized medicine and our view that companion diagnostics will increasingly become a key factor in the development and administration of many new cancer therapies." About The Critical Path Institute Headquartered in Tucson, Arizona with offices in Rockville, MD, C-Path was established in 2005 as a publicly funded, nonprofit research and education institute to serve as a trusted third party for collaborations between scientists and others from government, industry and academia. C-Path's mission is to help implement the FDA's Critical Path Initiative by developing faster, safer and smarter pathways to new medical products. Visit www.0-Path.orq for more information. About Ventana Medical Systems Ventana develops, manufactures, and markets instrument/reagent systems that automate tissue preparation and slide staining in clinical histology and drug discovery laboratories worldwide. The Company's clinical systems are important tools used in the diagnosis and treatment of cancer and infectious diseases. Ventana's drug discovery systems are used to accelerate the discovery of new drug targets and evaluate the safety of new drug compounds. Visit the Ventana Medical Systems, Inc., website at wvwv.ventanamed.com. SAFE HARBOR STATEMENT This press release may contain certain forward-looking statements within the meaning of the federal securities laws. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward- looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expected, depending on a variety of factors, such as risks associated with the development, manufacturing, marketing, and sale of medical products, competitive factors, general economic conditions, legal disputes, and government actions. There can be no assurances the FDA will grant marketing approval or on the timing of any FDA actions. Please refer to our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC), and all subsequent SEC filings, for a more detailed discussion of applicable risks and uncertainties.