OUR STORY

The Charitable Foundation of the Rotary Club of Mesa is independent of the Mesa Rotary Club and has it's own Board, but shares the Club's focus on service in Mesa and beyond.

The purpose of the Foundation is the advancement of the charitable interests of the City of Mesa, Arizona including, but not necessarily limited to, advancing the charitable purposes of Rotary International as implemented by the Mesa Rotary Club emphasizing peace through youth exchange, health, clean water and environment, assisting economically disadvantaged mothers and children, support for disadvantaged children in schools serving high numbers of low income families, and developing economic opportunity for income eligible entrepreneurs.

The board members of the foundation are Randy Vogel, Janice Parker, Nicolle Karantinos, Craig Henry, Joe O'Reilly and Rose Hanne. The President of the Rotary Club of Mesa is a non-voting invitee to Board meetings.

Financials

As a new foundation, we do not have an annual report yet. One will be posted once it has been released. The Board receives monthly financial updates and the foundation is in the black.

We will also be posting the projects we are funding. Recent projects include providing and serving a meal for families staying at the Ronald McDonald House adjacent to the Cardon Childrens' Medical Center, water for the city hydration drive, support for homeless high school students, a bench and trees for Pedro Guerrero Rotary Park, building materials for a Trique Indian community in Mexico, and computers for low income students going to college.

The Board approved a list of priority funding efforts for future budgeting purposes including $10,000 for club service projects, $2,000 for a President’s Fund (used for speakers' causes and other donation requests), and $1,500 for traditional donations (Westwood Choir performance, District Governor’s Priority). Also, a committee is to be formed to come up with a proposal and budget for a signature project not to exceed $20,000. This is in addition to money donated by club members for specific projects/causes.

Serving the Mesa Community & Beyond

Articles of Incorporation

ARTICLES OF INCORPORATION of

The Charitable Foundation of the Rotary Club of Mesa, Inc.

An Arizona Nonprofit Corporation

The undersigned, acting as incorporator of a nonprofit corporation under the Arizona Nonprofit Corporation Act (“ANCA”), Arizona Revised Statutes Sections 10-3101 through 10-11702, hereby adopts the following Articles of Incorporation for such corporation:

ARTICLE I

NAME

The Name of the Corporation is The Charitable Foundation of the Rotary Club of Mesa, Inc. The corporation shall hereafter be referred to as the “Corporation.”

ARTICLE II

PURPOSE AND CHARACTER OF AFFAIRS

The purpose for which this Corporation is organized is the transaction of any and all lawful business for which nonprofits may be incorporated under the laws of the State of Arizona, as they may be amended from time to time. The Corporation is organized and shall be operated exclusively within the meaning of I.R.C. § 501(c)(3). The initial character of the affairs of the corporation will be the advancement of the charitable interests of the City of Mesa, Arizona including but not necessarily limited to advancing the charitable purposes of Rotary International as implemented by a local Rotary club emphasizing peace through youth exchange, health, clean water and environment, assisting economically disadvantaged mothers and children, support for disadvantaged children in Title I (free and reduced lunch schools – an indicator of economic disadvantage) schools, and developing economic opportunity for income eligible entrepreneurs. In these Articles, the term “I.R.C.” means the Internal Revenue Code of 1986 and references to provisions thereof are to such provisions as they are from time to time amended and to corresponding provisions of any future United States Internal Revenue Law.

ARTICLE III

ACTIVITIES AND RESTRICTIONS

Section 1. No dividends, liquidating dividends, or distributions shall be declared or paid by the Corporation to any private individual or officer or director of the Corporation.

Section 2. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, unless by appropriate election a greater part is permitted without jeopardizing the Corporation's exemption under I.R.C. § 501(c)(3). The Corporation shall neither participate in, nor intervene in, any political campaign on behalf of (or in opposition to) any candidate for public office, including the publishing or distribution of any statements.

Section 3. No part of the net earnings or net income of the Corporation shall inure to the benefit of any private individual or officer or director of the Corporation; provided, however, that such a person may receive reasonable compensation for personal services rendered, or reimbursement for reasonable expenses incurred, which are necessary to carrying out the exempt purposes of the Corporation.

Section 4. Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under I.R.C. § 501(c)(3) or by corporate contributions which are deductible under I.R.C. Section 170(c)(2).

Section 5. Whenever the Corporation is a private foundation as defined in I.R.C. § 509(a), the income of the Corporation shall be distributed at such time and in such manner as not to subject it to tax under I.R.C. § 4942 and the Corporation shall not engage in any act of self-dealing, or retain any excess business holdings, or make any taxable expenditures as defined in I.R.C. § 4941(d), 4943(c) and 4945(d), respectively, or make any investments in such manner as to subject it to tax under I.R.C. § 4944; or make any indemnification which would give rise to a penalty excise tax under I.R.C. Chapter 42.

ARTICLE IV

STATUTORY AGENT

The name, street address and mailing address of the initial statutory agent of the corporation is H. M. Gilbert, Jr., 421 East University Drive, Mesa, Arizona 85203.

ARTICLE V

BOARD OF DIRECTORS

The number of persons to serve on the Board of Directors shall be fixed by the bylaws except that the initial Board of Directors shall consist of five (5) directors. The names and addresses of the persons who are to serve as the directors until the first annual election of directors or until their successors are elected and qualify are:

Craig Henry Nicolle Karantinos Janice Parker

PO Box 1326 PO Box 1326 PO Box 1326

Mesa, Arizona 85211 Mesa, Arizona 85211 Mesa, Arizona 85211

Randall Vogel Rose Hanne

PO Box 1326 PO Box 1326

Mesa, Arizona 85211 Mesa, Arizona 85211

ARTICLE VI

INCORPORATOR

The name and address of the incorporator of the corporation is:

H. M. Gilbert, Jr.

421 East University Drive

Mesa, Arizona 85203

All powers, duties and responsibilities of the incorporators shall cease at the time of delivery of these Articles of Incorporation to the Arizona Corporation Commission.

ARTICLE VII

DISSOLUTION

In the event of the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, distribute all of the assets of the Corporation exclusively to one or more organizations then described in I.R.C. § 170(c)(2), 501(c)(3), 2055(a)(2) and 2522(a)(2) having purposes substantially similar to those of the Corporation (except that no private foundation as defined by I.R.C. Section 509(a) shall be a recipient) or to one or more units or agencies of federal, state or local government to be used exclusively for public purposes, as the Board of Directors shall determine. Any of such assets not so distributed shall be distributed to one or more of such organizations as determined by the Superior Court of the county in which the principal office of the Corporation is then located.

ARTICLE VIII

DIRECTOR LIABILITY

To the fullest extent permitted by the Arizona Nonprofit Corporation Act (“ANCA”), Arizona Revised Statutes Sections 10-3101 through 10-11702 as the same exist or may be hereafter amended, no director of the Corporation shall be liable to the Corporation for monetary damages for any action taken or any failure to take any action as a director. No repeal, amendment or modification of this article, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or failure to take any action as a director. No repeal, amendment or modification of this article, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or failure to act of a director of the Corporation occurring prior to such repeal, amendment or modification.

ARTICLE IX

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 current and former Directors, Officers, and agents 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; provided, however, that the Corporation's obligation of indemnification shall be conditioned upon its receipt of prompt written notice of the threat or filing of an action, suit or proceeding as to which rights of indemnification are sought. 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, vote of the Members, the ANCA or otherwise. All capitalized terms used in this section and not otherwise defined herein shall have the meaning set forth in Section 10-3850 of the ANCA.

ARTICLE X

PRINCIPAL ADDRESS

The street address of the known place of business of the corporation is: