INDEPENDENT SCHOOLS
CORPORATE TAX FOUNDATION

ARTICLES OF INCORPORATION OF INDEPENDENT SCHOOLS CORPORATE TAX FOUNDATION
The undersigned incorporator, desiring to form a nonprofit corporation under Title 10 of the Arizona Revised Statutes, as amended, hereby adopts the following Articles of Incorporation.
I. Name and Place of Business The name of the corporation shall be “Independent Schools Corporate Tax Foundation” (the “Corporation”). The initial place of business for the Corporation will be 3901 East Stanford Drive, Paradise Valley, AZ 85253.
II. Purpose and Activities This Corporation is a nonprofit organization organized and operated exclusively for charitable and educational purposes by conducting or supporting activities for the benefit of, to perform the functions of, or to carry out the purposes of certain qualified organizations by providing, consistent with the provisions of the Arizona Private School Tax Credit law contained in Arizona Revised Statutes Section 43-1089, scholarships and grants for school tuition to students attending one of the schools that is a member of the Corporation, with the initial four member schools being: St. Gregory College Preparatory School (hereinafter sometimes referred to as “St. Gregory”); Green Fields Country Day School (hereinafter sometimes referred to as “Green Fields”); All Saints’ Episcopal Day School (hereinafter sometimes referred to as “All Saints”); and Phoenix Country Day School (hereinafter sometimes referred to as “PCDS”) (collectively referred to herein as “the schools”). Only for so long as a school is a qualified organization, the Corporation shall be operated, organized and controlled as a support organization such school. An organization is a “qualified organization” for purposes of these Articles only if it is described in Sections 501(c)(3), and 509(a)(1), 509(a)(2) or 170(b)(1)(A) of the Internal Revenue Code of 1986, as amended (the “Code”) and which is operating a school for the education of children in grades kindergarten through twelfth grades, or some portion thereof. If any member ceases to be a qualified organization, the Corporation shall be operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of, the other one or more qualified organizations then serving as members of the Corporation. Except as otherwise provided in these Articles, the Corporation also may transact any and all lawful business for which nonprofit corporations may be organized under the laws of Arizona, as amended from time to time.
III. Limitation on Activities (a) 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 in Article II hereof. No substantial part of the Corporation’s activities shall be the carrying on of propaganda or otherwise attempting to influence legislation. The Corporation shall not participate in or intervene in (including the publishing or distribution of statements with respect to) any political campaign on behalf of or in opposition to any candidate for public office. (b) It is intended that this Corporation shall have the status of a corporation which is exempt from federal income taxation under Section 501(a) of the Code as an organization described in Section 501(c)(3) and is other than a private foundation by reason of being described in Section 509(a)(3) of the Code. These Articles shall be construed accordingly, and all powers and activities of the Corporation shall be limited accordingly. (c) Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by a corporation: (1) exempt from income tax under Section 501(c)(3) of the Code or corresponding provision of any future federal tax laws; (2) contributions to which are deductible for income tax purposes under Section 170(c)(2) of the Code or corresponding provision of any future federal tax laws; (3) bequests, legacies, devises, and transfers to which are deductible for estate tax purposes under Section 2055(a)(2) of the Code or corresponding provision of any future federal tax laws; or (4) gifts to which are deductible for gift tax purposes under Section 2522(a)(2) of the Code or corresponding provision of any future federal tax laws. (d) During any period that the Corporation is a private foundation as that term is defined in Section 509 of the Code, the Corporation’s powers will be restricted specifically as follows: (i) the Corporation will distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code; (ii) the Corporation will not engage in any act of self-dealing as defined in Section 4942(d) of the Code; (iii) the Corporation will not retain any excess business holdings as defined in Section 4943(c) of the Code; (iv) the Corporation will not make any investments in such manner as to subject it to tax under Section 4944 of the Code; and (v) the Corporation will not make any taxable expenditures as defined in Section 4945(d) of the Code. Notwithstanding the restrictions imposed by this subparagraph, if the Code is amended to remove the requirement, that any or all of such restrictions be complied with by private foundations, then those of the foregoing restrictions which no longer apply will be deemed deleted and will have no further force or effect.
IV. Classes and Authority of Members The members of the Corporation shall be qualified organizations as that term is defined in Article II. The initial four members are: (1) St. Gregory College Preparatory School; (2) Green Fields Country Day School; (3) All Saints Episcopal Day School; and (4) Phoenix Country Day School. New members may be admitted as provided in the bylaws with the rights, obligations and duties as provided therein. Each member may appoint an individual to represent that member in its capacity as a member, with such appointment being delivered in writing to the Secretary of the Corporation.
V. Transfer of Membership or Admittance of New Members Membership in this Corporation shall not be transferable or assignable by any member. New members may be admitted only as provided in the bylaws of the Corporation and these Articles.
VI. Board of Directors The management and control of the business, property and affairs of the Corporation shall be vested in and be conducted by a Board of Directors consisting of not less than two (2) persons nor more than ten (10) persons, but the minimum number each year shall be such that each member of the Corporation may appoint not less than one director to the Board of Directors. The exact number of directors and the manner of election and qualifications of which shall be fixed by or in the manner provided in the bylaws, which are not inconsistent with these articles. The initial members of the Board of Directors shall be: Leo Philip Dressel, 2231 E. Cactus Wren Drive, Phoenix, AZ 85020; Walter Lee Pierson, 5236 N. 31st Place, #615, Phoenix, AZ 85016; Jonathan E. Martin, 3442 East Nugget Canyon Drive, Tucson, AZ 85711; Matthew Buchanan Teller, 5433 E. 7th Street, Tucson, AZ 85711.
VII. Limitation of Liability The personal liability of a director of the Corporation, or of a person who serves on a board or council of the Corporation in an advisory capacity to the Corporation for money damages for any action taken or any failure to take action as a director is hereby eliminated to the fullest extent permitted by Arizona law as it now exists or hereafter may be amended. Any repeal or modification of this provision shall be prospective only, and shall not affect adversely any limitation on the personal liability of such person with respect to any act or omission occurring prior to the time of such repeal or modification
VIII. Indemnification To the fullest extent permitted by Arizona law as it now exists or hereafter may be amended, the Corporation shall indemnify every director, officer or agent of the Corporation against all expenses and liabilities, including attorneys’ fees, reasonably incurred by or imposed upon him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, formal or informal, to which he or she is or was a party or is threatened to be made a party by reason of the fact that he or she is or was a director, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, member or agent of another corporation or other entity. The foregoing rights of indemnification are limited as required by Arizona law, but shall be in addition to and not exclusive of all of the rights to which such persons may be entitled at law or otherwise. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any indemnification rights of a director, officer or agent of the Corporation existing at the time of such repeal or modification.
IX. Amendments A vote of 2/3 of the members is necessary to amend these Articles of Incorporation at any regular or special meeting upon notice duly given in accordance with law and the bylaws; provided that these Articles shall never be amended so as to make this Corporation other than a charitable, educational organization within the meaning of Section 501(c)(3) of the Code.
X. Dissolution Upon dissolution of the Corporation, the Board of Directors, after making provision for the payment of all of the liabilities of the Corporation, shall arrange for the distribution of all of the assets of the Corporation exclusively for the tax-exempt purposes of the Corporation, either by direct distribution or by distribution to such of its initial members as are then qualified organizations or one or more other organizations which qualify as exempt under Section 501(c)(3) of the Code or corresponding provision of any future federal tax laws, and are engaged in activities substantially similar to those of the Corporation, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court of the County in which the principal office of the Corporation is then located, exclusively for the tax-exempt purposes of the Corporation or to such organization or organizations, as such Court shall determine, which are organized and operated exclusively for such purposes.
XI. Incorporator The name and address of the incorporator is: Matthew Buchanan Teller, 5433 E. 7th Street, Tucson, AZ 85711.
XII. Statutory Agent C T Corporation System, 2394 East Camelback Road, Phoenix, AZ 85016, is hereby appointed the initial statutory agent for the Corporation for the State of Arizona.
IN WITNESS WHEREOF, the undersigned incorporator(s) has hereunto affixed his signature this 12th day of January, 2011. /s/ Matthew Buchanan. C T Corporation System, having been designated to act as statutory agent, hereby consents to act in that capacity until it is removed, or submits its resignation, in accordance with the Arizona Revised Statutes. Furthermore, the statutory agent’s office in this state is located at 2394 East Camelback Road, Phoenix, AZ 85016. C T Corporation System, /s/ Terrie L. Bates, Assistant Secretary.
1/28, 2/4, 2/11, 2011 editions Arizona Capitol Times