BY-LAWS - ARTICLES - TAX EXEMPT
BY-LAWS of RUBAGA FRIENDS of Tucson
1. NAME
1.1. RUBAGA FRIENDS is the name of this charity and cultural organization.
2. PURPOSE
2.1. RUBAGA FRIENDS is a non-profit organization. Its activities are conformant with
regulations pertinent to tax-exempt organizations as stated in the federal tax code,
title 26, section 501(c)(3).
2.2. The activities of RUBAGA FRIENDS are and shall be:
2.2.a. Promotion of educational and cultural cooperation between the Rubaga
Community School, Kampala, Uganda and the Sam Hughes Elementary
School, Tucson, U.S.A., and
2.2.b. Extension of economic support to the Rubaga Community School and its
students based on collection of membership fees and other fundraising.
2.3. RUBAGA FRIENDS will not attempt to influence legislation or participate in
political campaigns,
3. MEMBERSHIP
3.1. Eligible for membership are individuals, businesses, organizations, institutions,
agencies, and others who will legally support the purpose of RUBAGA
FRIENDS.
4. STRUCTURE
4.1. The activities of RUBAGA FRIENDS are governed by a Board of five persons
elected for two-year terms by and among its members. Two Board officers are
elected in even years and three in uneven years.
4.2. The Board appoints among its five members a chairperson who organizes and leads
association activities in general, a treasurer who is responsible for bookkeeping,
annual statements, and current economic transactions, and a secretary who is
responsible for preparing minutes of directors’ and members’ meetings and for
authenticating all records of the organization.
4.3. The Board meets at least once every three months. The chairperson prepares, calls
and leads the Board meetings. Meetings can be held at the request of other Board
members. Meeting agendas will be circulated to Board members well in advance of
meetings.
4.4. The Board arranges for an Annual Member Meeting to be held no later than 3 weeks
before the end of the calendar year. Election of Board members and determination of
membership fee for the following calendar year are among the Annual Member
Meeting’s responsibilities. Decisions require a quorum present of at least fifty
percent of all members, including at least three Board members. Adoption of
decisions require support by a simple majority of quorum present. The Board
announces the Annual Meeting no later than two weeks in advance of the meeting
date. The announcement must include the meeting agenda. On items requiring
decisions based on member votes, absent members may cast their vote by written
proxy to be submitted to a Board member no later than the day before the meeting.
Proxies will be considered to determine whether the meeting has a quorum.
4.5. Notwithstanding the provisions of paragraph 4.4., the Annual Member Meeting can
only decide to amend by-laws or dissolve RUBAGA FRIENDS if a quorum of at
least two-thirds of all members is present, and if at least two-thirds of the quorum
present supports the decision.
4.6. The Board can create committees and delegate responsibilities as needed to facilitate
achievement of RUBAGA FRIENDS’ purposes and objectives.
4.7. The Board can adopt more detailed written Rules of Operation as a guideline for the
management of RUBAGA FRIENDS.
5. FINANCES
5.1. The calendar year is the fiscal year of the organization. The organization undertakes
proper book-keeping and annual reporting to IRS.
5.2. All proceeds from membership fees and fundraising, after deduction of necessary
office and administration expenditures, shall be transferred in full to the Rubaga
Community School in support of activities that are consistent with the goals and
purposes of RUBAGA FRIENDS.
5.3. All work done by Board members and others in RUBAGA FRIENDS will be on an
un-paid, voluntary basis. No part of the organization’s receipts shall incur to the
benefit of its founders, their families, members, or other designated individuals in
the organization.
5.4. Should economic proceeds exceed what is needed to achieve the goals as described
in article 2, RUBAGA FRIENDS can decide to reduce its fundraising activity and/or
define additional charity activities after approval by the Arizona Corporation
Commission and within the tax-exempt rules of Section 501(c)(3) of Title 26 in the
federal tax code.
6. DISSOLUTION of RUBAGA FRIENDS
6.1. Upon the dissolution of the organization the Board of Directors shall, after paying or making provision for the payment of all of its liabilities, dispose of all its assets exclusively for the purposes of the corporation in such a manner, or to such organizations organized and operated exclusively for charitable, educational, religious or scientific purpose as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of Title 26 (or the corresponding provision of any future United States Internal Revenue Laws) as the Board of Directors shall determine. Any such assets not disposed of shall be disposed of by the Superior Court of the county in which the principle office of the corporation is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose.
Originally adopted by the Rubaga Friends Board of Directors, November 2006, with amendment of article 6.1. as decided by the Board on July 16, 2007.
Jorgen R. Mortensen David N. Flieger
Chairman Treasurer
Filed July 5, 2006 by AZ Corporation Commission #1295911-4
ARTICLES OF INCORPORATION OF AN ARIZONA TAX-EXEMPT NON-PROFIT CHARITY CORPORATION
1. Name
The Name of the corporation is RUBAGA FRIENDS.
2. Purpose
The purpose for which the corporation is organized is
* to render economic support to The Rubaga Community School of Kampala, Uganda, and its students
* to promote educational and cultural cooperation between The
Rubaga Community School and The Sam Hughes Elementary
School, Tucson, Arizona.
3. Character of Affairs
The RUBAGA FRIENDS organization will collect membership fees and engage in other fund raising activities as the basis for economic support to agreed, eligible projects at The Rubaga Community School. RUBAGA FRIENDS will also promote and support joint educational and cultural projects and friendship cooperation between The Rubaga Community School and The Sam Hughes Elementary School.
4. Non-Profit Activity and Tax-Exemption
No part of the net earning of the organization shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay for operation expenses, make reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purposes set forth in Article 2. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. 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 Internal Revenue Code of Title 26 (or the corresponding provision of any future United States Internal Revenue Law) or: (b) by a corporation, contributions to which are deductible under Section 170 of the Internal Revenue Code of Title 26 (or the corresponding provisions of any future United States
Internal Revenue Laws).
5. Obligations upon Dissolution
Upon the dissolution of the organization the Board of Directors shall, after paying or making provision for the payment of all of its liabilities, dispose of all its assets exclusively for the purposes of the corporation in such a manner, or to such organizations organized and operated exclusively for charitable, educational, religious or scientific purpose as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of Title 26 (or the corresponding provision of any future United States Internal Revenue Laws) as the Board of Directors shall determine. Any such assets not disposed of shall be disposed of by the Superior Court of the county in which the principle office of the corporation is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose.
6. Power of Indemnity
The power of indemnification under the Arizona Revised Statutes shall not be denied or limited by the bylaws of the organization.
7. Board of Directors
The initial board of directors shall consist of 1 director. The name and address of the person who is to serve as the director until the first annual meeting of the members or until his successors are elected and qualifies is:
Jorgen R. Mortensen
521 N. Country Club Road #66
Tucson, AZ 85716
The number of persons to serve on the board of directors thereafter shall be fixed by the Bylaws.
8. Known Place of Business
The street address of the known place of business of the Corporation is:
RUBAGA FRIENDS, c/o Jorgen R. Mortensen
521 N. Country Club Road #66
Tucson, AZ 85716
9. Statutory Agent
The name and address of the statutory agent of the Corporation is:
Jorgen R. Mortensen
521 N. Country Club Road #66
Tucson, AZ 85716
10. Incorporator
The name and address of the incorporator is :
Jorgen R. Mortensen
521 N. Country Club Road #66
Tucson, AZ 85716
All powers, duties and responsibilities of the incorporator shall cease at the time of delivery of these Articles of Incorporation to the Arizona Corporation Commission.
11. Discrimination
The corporation will not practice or permit discrimination on the basis of sex, age, race, national origin, religion, or physical handicap or disability.
12. Members
The corporation will have members.
EXECUTED this 5th day of July, 2006 by the incorporator.
Signed:___________________________
Jorgen R. Mortensen
PHONE 520-327-7922
Acceptance of Appointment By Statutory Agent
The undersigned hereby acknowledges and accepts the appointment as statutory agent of the above-named corporation effective this 5th day of July, 2006.
Signed: ___________________________
Jorgen R. Mortensen
INTERNAL REVENUE SERVICE 
DEPARTMENT OF THE TREASURY
DEPARTMENT OF THE TREASURY P. O. BOX 2508
CINCINNATI, OH 45201 Employer Identification Number:
Employer Identification Number: Date: SEP 0 7 2007 72-1618691
72-1618691 DLN: 17053347020006 RUBAGA FRIENDS Contact Person:
Contact Person: 521 N COUNTRY CLUB RD 66 MS. A. MORRIS ID# 52452
TUCSON, AZ 85716-4889 Contact Telephone Number:
Contact Telephone Number: (877) 829-5500
Accounting Period Ending:
December 31
Public Charity Status:
170(b) (1) (A) (vi)
Form 990 Required:
Yes
Effective Date of Exemption:
July 5, 2006
Contribution Deductibility:
Yes
Advance Ruling Ending Date:
December 31, 2010
Dear Applicant:
We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c) (3) of the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records.
Organizations exempt under section 501(c) (3) of the Code are further classified as either public charities or private foundations. During your advance ruling period, you will be treated as a public charity. Your advance ruling period begins with the effective date of your exemption and ends with advance ruling ending date shown in the heading of the letter.
Shortly before the end of your advance ruling period, we will send you Form 8734, Support Schedule for Advance Ruling Period. You will have 90 days after the end of your advance ruling period to return the completed form. We will then notify you, in writing, about your public charity status.
Please see enclosed Information for Exempt Organizations Under Section
501(c) (3) for some helpful information about your responsibilities as an exempt organization.
If you distribute funds to other organizations, your records must show whether they are exempt under section 501(c) (3). In cases where the recipient organization is not exempt under section 501(c) (3), you must have evidence the funds will be used for section 501(c) (3) purposes.
If you distribute funds to individuals, you should keep case histories showing the recipient’s name and address; the purpose of the award; the manner of selection; and the relationship of the recipient to any of your officers, directors, trustees, members, or major contributors.
Sincerely,
(Director's signature)
Robert Choi
Director, Exempt Organizations
Rulings and Agreements
Enclosures: Information for Organizations Exempt Under Section 501(c) (3)
Statute Extension
Letter 1045 (DO/CG)
ARTICLES
BY-LAWS
THE FOLLOWING 3 DOCUMENTS CONTAIN:
TAX EXEMPT
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