Name and Known Place of Business
1.1 The name of the corporation is CSJ Foundation, Inc. (the "Corporation").
1.2 The known place of business of the Corporation is 8712 W. Tierra Buena Lane, Peoria, 85382.
The Corporation is organized as a nonprofit corporation under the laws of the State of Arizona and shall be operated as a qualified exempt organization exclusively for religious, charitable, scientific, literary and educational purposes within the meaning of Section 170(c)(2) and 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 43-1201.4 of the Arizona Revised Statutes, as amended (the “Statutes”).
All terms and provisions of these Articles of Incorporation shall be construed, applied and carried out in accordance with the exempt purposes of the Corporation.
Character of Affairs
The character of the affairs that the Corporation initially intends to conduct shall be to assist credible public service journalism and engage citizens in civil discussions of public issues in an effort to foster a stronger sense of community and understanding of dramatic values.
4.1 The Corporation is not organized and shall not be operated for pecuniary gain or private benefit.
4.2 No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its Directors, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
4.3 No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, except as is otherwise provided in Section 501(h) of the Code.
4.4 The Corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
4.5 Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on:
(a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code;
(b) by corporation contributions to which are deductible under Section 170(c)(1) or (2) of the Code;
(c) by a corporation gifts and transfers to which are deductible under Section 2055(a)(1) or (2) of the Code;
(d) by a corporation gifts and transfers to which are deductible under Section 2522(a)(1) or (2) of the Code; or
(e) by a corporation exempt from Arizona income tax under Section 43-1201.4 of the Statutes.
In exercising or fulfilling its educational functions, the Corporation shall not practice or permit discrimination on the basis of sex, age, race, national origin, religion, or physical handicap or disability.
6.1 During any period that the Corporation is a private foundation, as the term is defined in Section 509 of the Code, or does not normally receive a substantial part of its support from government entities and the general public within the meaning of Section 43-1215.3 of the Statutes, the Corporation shall distribute its income for each taxable year at such time and in such manner within the meaning of Section 43-1211 and 43-1214 of the Statutes and as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code.
6.2 During any period that the Corporation is a private foundation, as the term is defined in Section 509 of the Code, or does not normally receive a substantial part of its support from government entities and the general public within the meaning of Section 43-1215.3 of the Statutes, the powers of the Corporation then shall be specifically restricted so that the Corporation shall be prohibited from:
(a) engaging in any act of self-dealing as that term is defined in Section 4941 of the Code;
(b) retaining any excess business holdings as that term is defined in Section 4943 of the Code;
(c) making any investment in any manner which would subject the Corporation to tax under Section 4944 of the Code;
(d) making any taxable expenditure as that term is defined in Section 4945 of the Code; and
(e) making any prohibited transaction as the term is defined in Section 43-1213 of the Statutes.
6.3 Notwithstanding the restrictions imposed in this paragraph, if Section 508(e) of the Code and Section 43-1212 of the Statutes are amended to remove the requirement that any or all of the restrictions contained herein are to be included in the governing instrument of the Corporation, then such of the foregoing restrictions as are no longer required to be so included shall be deemed deleted and shall have no further force or effect.
Board of Directors
7.1 The affairs of the Corporation shall be managed by its Board of Directors. The number of Directors, their terms, and the manner of their election shall be as provided in the Bylaws, provided that there shall not be less than three (3) Directors. The initial Board of Directors shall consist of [one] Director.
7.2 The names and address of the person who shall serve as initial Director until their successors are appointed and qualified is:
Bret McKeand - President
Dissolution and Liquidation
8.1 In the event of dissolution, the dissolution and liquidation of the Corporation shall be accomplished consistent with the intent that its assets be held and used for the Corporation's stated charitable purpose, and said termination shall not be effected so as to cause any tax to be imposed under Section 507(a) of the Code.
8.2 Subject to the foregoing Section, in the event of dissolution of the Corporation for any reason, the Board of Directors shall, after payment or making provision for payment of all liabilities, distribute and dispose of the property then held by the Corporation to such organization or organizations organized and operated exclusively for charitable purposes as shall then be qualified under Section 501(c)(3) of the Code, as the Board of Directors shall determine.
8.3 With respect to any property not so disposed, such property shall be disposed of and distributed to such organization or organizations as shall then be qualified as an organization exempt from federal income tax under Section 501(c)(3) of the Code and qualifies as a publicly supported charitable organization under Sections 170(b)(1)(A)(vi) and 509(a)(1) and (2) of the Code, as selected by and pursuant to an order of the Superior Court of the county in which the principal office of the Corporation is then located.
Liability and Indemnification
9.1 The personal liability of any Director to the Corporation or other persons for monetary damages for breach of fiduciary duties as a Director is hereby eliminated to the fullest extent allowed by the laws of the State of Arizona.
9.2 The Corporation shall indemnify, to the maximum extent from time to time permitted by the laws of the State of Arizona, any person who incurs liability or expense by reason of such person acting as an Incorporator, Director, officer, employee, or agent of the Corporation. This indemnification will be mandatory in all circumstances in which indemnification is permitted by law. This power of indemnification under the laws of the State of Arizona shall not be denied or limited by the Bylaws.
The Corporation shall have no members, as that term is defined in Section 10-3140 of the Statutes.
The name and address of the initial statutory agent of the Corporation is Carolyn S. Sechler, 921 E Orange Drive, Phoenix AZ 85014
12.1 The name and address of the incorporator is Bret McKeand, 8712 W. Tierra Buena Lane, Peoria, AZ 85382..
12.2 All powers, duties and responsibilities of the incorporator, acting in his capacity as the incorporator, shall cease at the time of the delivery of these Articles of Incorporation to the Arizona Corporation Commission.
IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation this 5th day of May 2020:
Bret McKeand, Incorporator
Section 1. Organization. CSJ Foundation, Inc. (the "Corporation") is a non-profit corporation organized under the laws of the State of Arizona.
Section 2. Offices. The Corporation shall maintain its principal office in Arizona at such place within the State of Arizona as determined by the Board of Directors or as the business of the Corporation may require from time to time where all business of the Corporation may be transacted.
Section 3. Known Place of Business. The known place of business of the Corporation, as required by A.R.S. § 10-3501 to be maintained in the State of Arizona, may, but need not, be identical with the office of its statutory agent in the State of Arizona. The address of the known place of business may be changed from time to time by the Board of Directors in accordance with A.R.S. § 10-3502.
Section 1. Membership. The Corporation shall not have members.
Section 1. Powers of Directors. The business and affairs of the Corporation shall be managed by its Board of Directors.
Section 2. Number. The Board of Directors shall always consist of at least three (3) but no more than twenty-one (21) directors. Subject to the foregoing limitations, the number of directors may be altered from time to time by a duly adopted resolution of the Board of Directors, provided that no decrease shall have the effect of shortening the term of any incumbent director.
Section 3. Election of Directors. The Board of Directors as provided in the Articles of Incorporation shall elect the first Board of Directors at the organization meeting. Thereafter, the Board of Directors at its annual meeting shall elect directors whose terms are due to expire and each director elected shall hold office for the term for which he or she is elected or until his successor is elected or until his or her earlier death, resignation, or removal. Each director shall have one vote for each directorship to be elected. The nominee receiving the highest number of votes in the election for each directorship shall be elected to the Board.
Section 4. Term of Office. The directors shall be divided into three (3) classes, the number in each class to be fixed as nearly as equal in number as possible. The term of office of the first class of Directors shall expire at the time of the annual meeting in 2020. The term of office of the second class of Directors shall expire at the time of the annual meeting in 2021. The term of office of the third class of Directors shall expire at the time of the annual meeting in 2022. At such annual meeting and at each annual meeting thereafter, a number of Directors equal to the number in the class whose term then expires, or such greater or lesser number in said class as may have been designated by a duly adopted resolution of the Board of Directors, shall be elected for terms of three (3) years. Notwithstanding the foregoing, each director shall hold office until his or her successor is elected and qualified, or until his or her earlier resignation or removal. Except as otherwise agreed to by a majority of the directors then in office, a director may not serve for more than two (2) consecutive three (3) year terms.
Section 5. Resignation. Any director of the Corporation may resign at any time, by giving written notice thereof to the Corporation. Such resignation shall take effect at the time specified therein and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. Any vacancy occurring in the Board of Directors by reason of death, resignation, or removal, or any directorship to be filled by reason of an increase in the number of directors, shall be filled by the affirmative vote of the majority of the remaining directors, although less than a quorum, or by a sole remaining director, at a special, regular, or annual meeting. A director elected to fill a vacancy occurring in the Board of Directors shall hold office for the unexpired term of his or her predecessor in office.
Section 7. Removal. A director may be removed, with or without cause, at a meeting called expressly for that purpose, by a vote of a majority of the directors then in office.
Section 8. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such number is present at a meeting, the majority of the directors present may adjourn the meeting from time to time without further notice.
Section 9. Manner of Acting. The act of the 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 law, the Articles of Incorporation, or as otherwise provided in these Bylaws.
Section 10. Annual and Special Meetings. Meetings of the Board of Directors, annual or special, shall be held at such time, on such day, and at such place as the President or a majority of the Board of Directors shall designate, and may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, their participation in such a meeting to constitute presence in person.
Section 11. Notice. Notice of any meeting shall be delivered at least two (2) days previous thereto by written notice delivered personally, by mail or by any other commercially acceptable means of business communication including, but not limited to, overnight mail, electronic mail or facsimile to each director at his or her address. If mailed, such notice shall be deemed to be delivered two business days after deposit in the United States mail, so addressed, with postage prepaid.
Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting unless otherwise required by the Articles of Incorporation or these Bylaws.
Section 12. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if all directors entitled to vote consent thereto in writing specifically setting forth such action taken. Such consent shall have the same effect as a unanimous vote.
Section 13. Compensation and Expenses. Directors shall serve as such without compensation. Expenses incurred in connection with the performance of their official duties may be reimbursed to directors upon approval of the Board of Directors. A director shall not be precluded from serving the Corporation in any other capacity nor from receiving compensation for such services.
Section 14. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the Secretary of the Corporation within ten days after the adjournment of the meeting, or at the time of the next meeting, whichever is sooner. Such right to dissent shall not apply to a director who voted in favor of such action.
Committees; Advisory Board
Section 1. Committees. The Board of Directors, by resolutions adopted by a majority of the full Board, may appoint such committee or committees as it shall deem advisable and with such rights, powers, and authority as it shall prescribe except as otherwise provided by law. Each such committee shall consist of one or more directors.
Section 2. Tenure. Each member of a committee shall continue as a member thereof until the expiration of his or her term as a director or his or her earlier resignation or death, unless sooner removed as a member or as a director.
Section 3. Committee Changes. The Board of Directors, with or without cause, may dissolve any committee or remove any member thereof at any time. The Board of Directors shall also have the power to fill vacancies in any committee.
Section 4. Executive Committee. The Board of Directors, by resolution adopted by a majority of the full board, may designate an Executive Committee consisting of one or more directors. One of the members of the Executive Committee shall be designated as Chairman of the Executive Committee. Except to the extent provided in such resolution, the Executive Committee shall have and may exercise all the authority of the Board of Directors; provided, however, that the Executive Committee shall not have the authority of the Board of Directors in reference to any matter prohibited by law.
Section 5. Advisory Board. The Board of Directors may establish one or more Advisory Boards for the purpose of advising the Board of Directors, and for such other purposes as may be determined by the Board of Directors from time to time. The Board may appoint or remove members of an Advisory Council with or without cause. Notwithstanding any provision of these Bylaws to the contrary, the members of an Advisory Board shall not be considered members of the Board of Directors and shall not have any responsibilities or duties of a Director nor exercise any authority of a Director.
Section 1. Board Officers. The officers of the corporation shall be a board president, vice-president, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the Board of Directors. Each board officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. The board may also appoint additional vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the corporation, each of whom shall have such authority and shall perform such duties as the Board of Directors may determine. One person may hold two or more board offices, except that the President cannot also be the Treasurer, but no board officer may act in more than one capacity where action of two or more officers is required.
Section 2. Term of Office. The initial election of officers shall stager the terms of each office: The President for three years, the Treasurer for two years and the Vice-President and Secretary for one year. Thereafter, each officer shall serve a one-year term of office and may not serve more than three (3) consecutive terms of office without unanimous approval of the remaining Board members. Unless unanimously elected by the board at the end of his/her three (3) year terms or to fill a vacancy in an officer position, each board officer’s term of office shall begin upon the adjournment of the board meeting at which elected and shall end upon the adjournment of the board meeting during which a successor is elected.
Section 3. Removal and Resignation. The Board of Directors may remove an officer at any time, with or without cause. Any officer may resign at any time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
Section 4. Board President. The Board President shall have all powers and responsibilities prescribed by this Operating agreement and By-laws, including, if present, presiding at all meetings of the Board of Directors and all other duties incident to the office or properly required by the Board of Directors.
Section 5. Vice President. In the absence or disability of the board president, the ranking vice-president or vice-president designated by the Board of Directors shall perform the duties of the board president. When so acting, the vice-president shall have all the powers of and be subject to all the restrictions upon the board president. The vice-president shall have such other powers and perform such other duties prescribed for them by the Board of Directors or the board president.
Section 6. Secretary. The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. The book may be electronic, but must be consistent such that if the book is started electronically, it must remain electronic. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the board president. The secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary and an outside independent contractor, which shall have no conflict of interests, to assist in administrative functions. The secretary shall also be the only keeper of the Corporate Seal and an electronic seal may be adopted by the Board.
Section 7. Treasurer. The treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation. The treasurer shall oversee and keep the board informed of the financial condition of the corporation and of audit or financial review results. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the Board of Directors on a timely basis or as may be required by the Board of Directors. The treasurer shall perform all duties properly required by the Board of Directors or the board president. The treasurer may appoint, with approval of the board a qualified fiscal agent an outside entity with no conflict of interest, or member of the staff to assist in performance of all or part of the duties of the treasurer.
Section 8. Additional Officers. Other officers, assistant officers, or agents elected or appointed by the Board of Directors shall perform such duties as shall be assigned to them by the President or the Board of Directors.
Contracts, Loans, Checks and Deposits
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of 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; provided, however, no loans shall be made by the Corporation to its directors or officers.
Section 3. Checks and Other Instruments. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
The Board of Directors may provide a corporate seal which, in such event, shall be circular in form, shall have inscribed thereon the name of the Corporation, the year of its incorporation, and the state of incorporation. The seal shall be in the custody of the Secretary.
Waiver of Notice
Whenever any notice is required to be given to any director of the Corporation, a waiver thereof in writing signed by such director, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when the director attends such meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Amendment of Bylaws
These Bylaws may be altered, amended, or repealed or new Bylaws adopted by a vote of the Board of Directors.
The Corporation will not have or issue shares of stock. No dividends will be paid. No part of the income or assets of the Corporation will be distributed to its directors or officers without full consideration. The Corporation may contract in due course with its directors and officers without violating this provision.
I, Ilana Ruber the duly elected, qualified and acting Secretary of CSJ Foundation, Inc., an Arizona nonprofit corporation, do hereby certify that the above and foregoing are the Bylaws of this Corporation duly and regularly adopted by the directors thereof effective Feb. 18, 2021.
IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of February 2021.