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Home My WebLink AboutResolution 2007-025 support for the mature worker conncection activities MARAN A RESOLUTION NO. 2007-25 RELATING TO COMMUNITY DEVELOPMENT; GRANTING $5,000 IN DISCRETIONARY FUNDING TO THE PIMA COUNCIL ON AGING, AN ARIZONA 501(C)(3) NON-PROFIT ORGANIZATION, TO SUPPORT THE MATURE WORKER CONNECTION ACTIVITIES FOR MARANA SENIOR CITIZENS. WHEREAS, the Town of Marana has established a Discretionary Fund to support local non-profit organizations forwarding the priorities set by Mayor and Council; and WHEREAS, Mayor and Council recognizes the need to promote programs that encourage services for senior citizens and encourage volunteerism; and WHEREAS, Pima Council on Aging, a community-based non-profit community service organization is providing programming to serve older citizens and their families throughout the community; and WHEREAS, Pima Council on Aging has established the Mature Worker Connection to assist senior citizens who are seeking paid employment to find positions to match their skills and experience; and WHEREAS, Mayor and Council find that granting the Discretionary Funding as set forth in this Resolution is in best interest of the citizens of Marana. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, to grant the Pima Council on Aging $5,000 from the Discretionary Fund to support Mature Worker Connection activities with Marana residents. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 20th day of February, 2007. ~",'nr",,~ ~ ~ ~ OF ~ '~ /?, /' S- ~~\\"""""~~ .t'~ rz:; r sO~ ~ ~ ::: ~ ~ CORPORATE' \ ~ Mayor Ed Honea = E 000 ! = ... ~ SEAL;:: - ~ 'i ~ ;: ~ ~ ~ s ~ ~ ~IIIIII"\\\~ ~ ATTEST: ~7111Z ....C!I.~ ~111.ill\\\~ DISCRETIONARY FUNDING AGREEMENT PIMA COUNCIL ON AGING, INC. THIS DISCRETIONARY FUNDING AGREEMENT (this "Agreement") is entered into by and between the TOWN OF MARANA, an Arizona municipal corporation (the "Town") and the Pima Council on Aging, an Arizona 501 (c) 3 non-profit corporation (the "Agency"). The Town and the Agency are sometimes referred to collectively as the "Parties," either of which is sometimes individually referred to as a "Party." RECITALS A. The Agency provides benefits to the Town and its residents by supporting pro- grams that enrich the lives and provide safe environments for older Marana citizens. B. The Agency has filed an application with the Town for discretionary funding to provide general support. C. The Town has reviewed the Agency's application and has determined that the heritage and general welfare of the citizens of Marana will be substantially advanced by authorizing the funding under the terms and conditions and for the purposes as set forth in this Agreement. D. The Parties acknowledge that tracking Town payments and Agency outputs and outcomes resulting from the Town funding is prudent practice to assure that public funds are appropriately used and that the public receives the anticipated benefits of the funding. AGREEMENT Now, THEREFORE, based on the foregoing recitals, which are incorporated here by reference, the Parties agree as follows: 1. Funding. The Town hereby commits $5,000 of discretionary funding from the Town's Fiscal year 2006-07 budget to the Agency to fund general assistance. 2. Outputs and/or Outcomes. Between July 1, 2006 and June 30, 2007, the Agency hereby agrees to provide the following outputs and/or outcomes with the Town general assistance funding provided under this agreement: 2.1. Output - Connect 5 Marana seniors with appropriate employment placements. 2.2. Output - Provide job search assistance to 25 Marana area seniors. 2.3. Output - Sponsor a Mature Worker Job Fair in the Northwest Region 2.4. Outcome - Seniors placed through the Mature Worker Connection will increase their household income by 10%. PCOA Contract Documents -1- 3. Payment Request. Not more than once a month, the Agency shall complete and submit a payment request form to the Town in the form attached as Exhibit A. 4. Ouarterly Report. Within 15 days after the end of each quarter the Agency shall complete and submit a report to the Town in substantially the form attached as Exhibit B, showing the Agency's progress toward the outputs and/or outcomes set forth in para- graph 2 above. 5. Required Insurance. Before receiving any payment under this Agreement, the Agency shall provide insurance certifications evidencing the following coverages for at least the term of this Agreement: 5.1. $1,000,000 per occurrence general liability coverage with the Town listed as additional insured. 5.2. $1,000,000 per occurrence automobile liability coverage with the Town listed as additional insured (if the Agency has vehicles). 5.3. $1,000,000 per occurrence directors and officers coverage with the Town listed as additional insured. 5.4. State of Arizona minimum workers' compensation coverage (if the Agency has paid staff). 6. Corporate Documents. Before receiving initial payment under this Agreement, the Agency shall provide copies of the following Agency documentation, including any and all amendments: 6.1. Articles of incorporation. 6.2. Current bylaws. 6.3. List of current members of the Board of Directors, including their af- filiations. 6.4. Current fiscal year's budget approved by the Board of Directors. 6.5. Internal Revenue Service designation letter. 7. Amendments to Insurance and Documentation. True and accurate copies of any amendments during the term of this Agreement to coverages or terms of insurance re- quired by paragraph 5 above or to the Agency's corporate documentation listed in para- graph 6 above shall be provided to the Town as soon as practicable after approval, but in any event not later than one calendar week after they become effective. Amendments that reduce the insurance coverages below the minimums set forth in paragraph 5 above or that in the Town's reasonable opinion materially affect the Agency's ability to deliver the outputs and/or outcomes set forth in paragraph 2 above constitute default for which the Town may withhold payment until the Agency restores the minimum insurance cover- ages or restores the Agency's ability to deliver the outputs and/or outcomes. 8. Default and Dispute Resolution. If either Party defaults (the "Defaulting Party") with respect to any of that Party's obligations under this Agreement, the other Party (the "Non-Defaulting Party") shall be entitled to give written notice in the manner prescribed in paragraph 9 to the Defaulting Party, stating the nature of the default claimed PCOA Contract Documents - 2- ~"-~"-"~"~'"'^''''''-~~''~.''"____''''''=-'o,,,__,,,,,,,,,...",,~,.~.~,;..,"""'."',~w"",,,,,",;"_,,,,,"'.' and demanding that the default be corrected. The Defaulting Party shall then have twenty days from the date of the notice within which to cure the default. If any default is not cured within twenty days, then the Non-Defaulting Party shall be the Town, its officers, employees, and agents from and against any and all claims relating to the Agency's ac- tivities, including but not limited to those funded in whole or in part by this Agreement. 9. Manner of Serving. All notices, filings, consents, approvals and other commu- nications provided for in or given in connection with this Agreement shall be validly given, filed, made, transmitted or served if in writing and delivered personally or sent by registered or certified United States mail, postage prepaid, to (or to such other addresses as any Party may from time to time designate in writing and deliver in a like manner): To the Town: TOWN OF MARANA Town Manager 11555 West Civic Center Drive, Building A3 Marana, Arizona 85653 With a copy to: TOWN OF MARANA Town Attorney 11555 West Civic Center Drive Building A3 Marana, Arizona 85653 To the Agency: Pima Council on Aging Mature Worker Connection 1607 South 6th Avenue Tucson, Arizona 85713 10. Term. The term ofthis Agreement shall begin on the effective date and, unless sooner terminated by the mutual consent of the Parties, shall automatically terminate and shall thereafter be void for all purposes on July I, 2007. 11. Waiver. No delay in exercising any right or remedy shall constitute a waiver of that right or remedy, and no waiver by the Town or the Agency of the breach of any term of this Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or any other term of this Agreement. 12. Attorney's Fees. If any Party brings a lawsuit against any other Party to en- force any of the terms of this Agreement, or by reason of any breach or default of this Agreement, the prevailing Party shall be paid all reasonable costs and reasonable attor- neys' fees by the other Party, in an amount determined by the court and not by the jury. Nothing in the use of the word "lawsuit" in the preceding sentence shall constitute a waiver, requiring disputes to be resolved by binding arbitration. 13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signature pages from one or more counterparts may be re- PCOA Contract Documents - 3- moved from the counterparts and the signature pages all attached to a single instrument so that the signatures of all Parties may be physically attached to a single document. 14. Headings. The descriptive headings of this Agreement are inserted to assist in understanding the meaning and construction of this Agreement. 15. Recitals. The Recitals set forth at the beginning of this Agreement are hereby acknowledged, confirmed to be accurate and incorporated here. 16. Exhibits. Any exhibit attached to this Agreement shall be deemed to have been incorporated in this Agreement by reference with the same force and effect as if fully set forth in the body of this Agreement. 17. Time Essence. Time is of the essence for purposes of this Agreement. 18. No Assignment. The Agency's obligations under this Agreement may not be assigned without the written consent of the Town Manager or his designee. 19. No Partnership and Third Parties. It is not intended by this Agreement to, and nothing contained in this Agreement shall, create any partnership, joint venture or other arrangement between the Agency and the Town. No term or provision of this Agreement is intended to, or shall be for the benefit of any person, firm, organization or corporation not a party to this Agreement, and no such other person, firm, organization or corporation shall have any right or cause of action under this Agreement. 20. Other Instruments. Each Party shall, promptly upon the request of the other, have acknowledged and delivered to the other any and all further instruments and assur- ances reasonably request or appropriate to evidence or give effect to the provisions of this Agreement. 21. Imposition of Duty by Law. This Agreement does not relieve any Party of any obligation or responsibility imposed upon it by law. 22. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement. All prior and contempora- neous agreements, representation and understanding of the Parties, oral or written, are hereby superseded and merged in this Agreement. 23. Amendments to Agreement. No change or addition shall be made to this Agreement except by a written amendment executed by the Parties. The Parties agree to cooperate and in good faith pursue any amendments to this Agreement that are reasona- bly necessary to accomplish the goals expressed by this Agreement. 24. Good Standing; Authority. The Agency represents and warrants to the Town that it is duly formed and validly existing under the laws of the State of Arizona. The Townrepresents and warrants to the Agency that it is an Arizona municipal corporation with authority to enter into this Agreement under applicable state laws. Each Party repre- sents and warrants that the individual executing this Agreement on its behalf is author- ized and empowered to bind the Party on whose behalf each such individual is signing. 25. Severability. If any provision of this Agreement is declared void or unen- forceable, it shall be severed from the remainder of this Agreement, which shall other- wise remain in full force and effect. PCOA Contract Documents -4- 26. Governing Law. This Agreement is entered into in Arizona and shall be con- strued and interpreted under the laws of Arizona, and the Parties agree that any litigation or arbitration shall take place in Pima County, Arizona. Nothing in the use of the word "litigation" in the preceding sentence shall constitute a waiver, requiring disputes to be resolved by binding arbitration. 27. Interpretation. This Agreement has been negotiated by the Town and the Agency, and no Party shall be deemed to have drafted this Agreement for purposes of construing any portion of this Agreement for or against any Party. 28. Force Maieure. If any Party is unable to perform under this Agreement by rea- son of "force majeure," then the failure to perform shall not constitute a default under this Agreement as long as the non-performing Party uses its best effort to remedy with all rea- sonable speed the event or condition causing the non-performance and performance can be restored within a reasonable amount of time. "Force majeure" means any condition or event not reasonably within the control of a Party, including without limitation, "acts of God," strikes, lock-outs, or other disturbances of employer/employee relations; acts of public enemies; orders or restraints of any kind of government of the United States or any state thereof or any of their departments, agencies, or officials, or of any civil or military authority; insurrection; civil disturbances; riots; epidemics; landslides; lightning; earth- quakes; subsidence; fires; hurricanes; storms; droughts; floods; arrests, restraints of gov- ernment and of people; explosions; and partial or entire failure of utilities. 29. Conflict of Interest. This Agreement is subject to A.R.S. S 38-511, which pro- vides for cancellation of contracts by government entities in certain instances involving conflicts of interest. 30. Effective Date: Term. This Agreement is effective on the date of the last Party's signature below and shall automatically terminate and shall thereafter be void for all purposes on July 1, 2007, unless sooner terminated by the mutual consent of the Par- ties.a PCOA Contract Documents - 5 - IN WITNESS WHEREOF, the Parties have executed this agreement as of the date set forth below their respective signatures. The Town: THE TOWN OF MARANA, an Arizona municipal corporation By: ~~ Ed Honea, Mayor Date: 3-13-~1 A. Payment request form B. Quarterly report form C. Required documents form PCOA Contract Documents The Agency: Pima Council on Aging., an Arizona 501 (c) 3 non-profit corporation BY.~~ PRn~~LJ ~:te: ~~~~~;llL~\O(L EXHIBITS -6- Q) 0.0 -- l/) -3: Q). Q) E -l/) ..c OQ)- U ..... Q) -:::l.o :::l l/)._ OCtln "OQ)l/) C ~ Q) Ctl Q)"O . l/)U"Ol/) C - Q) :5 :::l +:; Ctl 0.- .9- E ..c .::: :::l.....l/)t) o.gCCtl Q)Q)EQ) :5O"'.2~ O>""""o..c Cl/)u_ +:;~l/)Q) U :::l.-..... 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W ~ U:::e~ Z>->- -<(..J ~:iE::J 3:W"'"> e~~ wl-<( I- Z ~ !:::o~ :iEU)o Dll-N ::JO::&6 U)0"l'"" wa....J DlWo:: o 0:: a.. 1->-<( ..J.. wo::w O::WDl <(I-..J U)O::..J 1-<(- O::::J3: 00U) a..I-W w-I- 0:::iE<( U)Dle w::Jw O::U)::J ::JOe u)1-1- <(wo:: wo::O :iE::Ja.. w=w U<(o:: Z Ll.. . <( . U) :iE0::1- O::WU) ol-W LLO::::J 0::<(0 w::Jw a.. 00:: ,..... 8 N ~ N .j!? :0 :c x LJ.J ti g c o U C5 U 0.. Q) 1U c ~ ... .~ III Q) ;; ";; n <( '0 ... III :::i I~...... .... 0 'E~~ 0.::1 <..., ,..... o ~ ~ '" ~ :0 :c x LU t g c o U <( o U tl. AGENCY: PROJECT: Pima Council on Aging Mature Worker Connection REQUIRED DOCUMENTATION Outside agencies receiving funding from the Town of Marana are to provide corporate documents and insurance certifications to the Town on an annual basis. The Town of Marana has documentation that the above coverages are in effect. "(4 Signed: W ~ Organiza~ntative Signed: D~ Town of Marano Manag rs Office ~ftl at ~/arJl Date FAILURE TO SUBMIT THESE DOCUMENTS MA Y DELAY THE PROCESSING OF PAYMENT REQUESTS. TOWN OF MARANA PAYMENT REQUEST FORM (FY 2006-07) Exhibit A Agency/Contractor: Pima Council on Aging. Project Name: Mature Worker Connection Prepared by: Name: Title: Authorized by: Date: Authorized Signer Period Reimbursement Requested For: FY 2006-2007 Payment Number: Expenditures This Period: $5.000.00 + / - Adjustments (Program Income/Other): $ Net Request This Period: $5.000.00 Line Item Line Item Description Approved Budget (A) Expenditures This Period (B) Expenditures Prior Periods (C) Balance (D) 1 . General Support S 5,000.00 S -o- S -o- S -0- 2. S -o- S -o- S -o- S -0- 3. 4. 5. TOTAL (must total Town of Marano award) S 5,000.00 S -o- S -o- S -0- NOTE: For each line item, the figures in Columns (B), (C), and (D) must total the figure in Column (A). MANAGERS APPROVAL: QUARTERLY REPORT RECEIVED: D YES DATE: FINANCE APPROVAL: CHECK NUMBER: DATE: All requests for budget changes are required to be submitted in writing and approved by Community Services Department. Changes will only be allowed as long as the total dollar amount contracted for remains the same, the costs are eligible and the 20% administrative cap is not exceeded. Failure to submit timely quarterly performance measures reports may delay the processing of payment requests. 03/01/2007 12:35 FAX 5208864606 BNC INSURANCE I4J 0021002 ACORD.. CERTIFICA TE OF LIABILITY INSURANCE CSR MB I DAlE (MMlDIlffYVY) PDIAC ~ 03/01/01 PRODUCER 'THIS CERTIFICATE IS ISSUED AS A MATTER OF INfORMATION ONLY AND CONfERS NO RIGHTS UPON THE CERTIFICATE BNC Insurance A1liance of AZ HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P.O. Box 30940 AL TER TKE COVERAGE AFFORDED BY THE POLICIES BELOW. Tucson AZ 85751 Phone: 520-886-9000 INSURERS AFFORDING COVERAGE NAlC # INSURED INSURER A' ~hJ.l.dalJllli. %rlll..uq. In. ~o 1034 INSLRER B Pima Council on Aqinq INSURER C Marian Lupu 8467 E BroadwaK Blvd. INSURER D Tucson AZ 8571 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW K<\\lE BEEN ISSUED TO TIiE INSLRED NAMED ABOVE FOR TIiE POLICY PERIOD INDICAlUl NOTWITIiSTANDING P>NY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTIiER DoaJMENT WITH RESPECT TO WH!CH TIiIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFffiDED BY TIiE POL ICIES DESCRIBED HEREIN IS SUBJECT TO AlL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS LTR INSRt n?E OF INSURANCE POLICY NUMBER DATiHMWDDtW)" DATE (hlM/DDIYY) LIMml GENERAL LIABILR'V EACH OCC~ENCE $ 1000000 f-- A X COI\'MERCIAL GENERAL LlABllIT'f PHPlU30138 08/21/06 08/21/07 I PREMIsEs (Ea o<:curence) $ 100000 f-- tJ CLAIMS MADE ~ OCCUR ~ MEa EXP (Anyone pelSon) $ 5000 X Prof :Inel sexual PHPlU30138 08/21/06 08/21/07 PERSONAl & ADV INJURY $ 1000000 f-- X abuse & molest. GENERAl AGGREGATE $ 1000000 f-- GEN'L AGGREGATE LIMIT AFPLIES PER: PRODUCTS - COMP/OP /000 $ 1000000 !xl n PRo.. nLOC l!:IIIpl Bene 1000000 X POLICY JECT AllT'ONOBIl E LIABlL R'V COMBINED SINGLE LIMIT ~ $ 1000000 A ANY ALIrO PHPIU30138 08/21/06 08/21/07 (Ee !lCeldent) - AlL OWNED ALlTOS BOOIL Y INJURY - (Por person) $ A ~ SCHEDULED AUTOS A ~ HIRED AUTOS BODIL Y INJURY IPor .eeidont) $ A X NON-OWNED AUTOS f-- PROPERT'f DAMAGE $ IP'" .eOldanl) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT S ~ ANY AUTO OTHER TH'\N EAACC $ AUTO ONLY: AGG $ ElCCESSJUMBRaLA LIABILITY EACH OCCURRENCE $ 5000000 A ~ OCCUR D CLAIMS MADE PHUB048948 09/21/06 08/21/01 /OOOREGATE $ 5000000 $ ~ DEDUCTIBUE $ X RETENTION $10000 $ WORKERS CONPENSATION AND ! lTORY LIMITS 1 JUEfl EMPLOYERS' LIABILR'V EL EACH ACCIDENT $ P>NY PROPRIETORIPARTNERlEXECLlTIVE OFFICERJMEMBER EXCLUDED? EL DISEASE - EA EMPLOYEE $ I f yes, desenb. undsr E l DISEASE. POLICY LIMIT $ SPECIAL PROVISIONS below OTI-fER A Employee PHPlU30139 08/21/06 08/2~/07 $100,000 L.i.m.it Dishonesty $ 1,000 Deductible DESCRlPTlON OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUlIIONS ADOED BY ENDORSEMENT I SPECIAL PROVISIONS With respects to operations in the state of Arizona Cext holder is additiona1 inad as grantor. CERTIFICATE HOLDER CANCELLATION ------- SHOULD ANV OF 'floIE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE 'floIEREOF, THE ISSUING INSURER WILL ENO.....VOR TO MAIL 10 DAYS WRmEN - NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL '1'own of Marana IMPOSE NO OBLIGATION OR LIABILR'V OF ANY KIND UPON lHE INSURE~ ITS AGEtlTS OR 11555 WCivic Center Dr #A3 Marana AZ 85653 REPRESENTATlYES. ~~:;2z~ ACORD 2512001108) @ACOROCORPORATION1988 ~ PI-NPD-1 (01-02) Philadelphia Indemnity Insurance Company One Bala Plaza, Suite 100, Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax: 610.617.7940 FLEXIPLUS FIVE NOT-FOR-PROFIT ORGANIZATION DIRECTORS & OFFICERS LIABILITY INSURANCE EMPLOYMENT PRACTICES LIABILITY INSURANCE FIDUCIARY LIABILITY INSURANCE WORKPLACE VIOLENCE INSURANCE INTERNET LIABILITY INSURANCE Policy Number: PHSD213368 DECLARATIONS NOTICE: EXCEPT TO SUCH EXTENT AS MAY OTHERWISE BE PROVIDED HEREIN, THIS POLICY IS WRITTEN ON A CLAIMS MADE BASIS AND COVERS ONLY THOSE CLAIMS FIRST MADE DURING THE POLICY PERIOD AND REPORTED IN WRITING TO THE INSURER PURSUANT TO THE TERMS HEREIN. THE AMOUNTS INCURRED FOR DEFENSE COST SHALL BE APPLIED AGAINST THE RETENTION. Item 1. Parent Organization and Address: PIMA COUNCIL ON AGING 8467 E. BROADWAY BLVD. TUCSON, AZ 85710-4009 Internet Address: www. n/a Item 2. Policy Period: From: 11/18/2006 To: 11/18/2007 (12:01 A.M. local time at the address shown in Item 1.) Item 3. Limits of Liability: (A) Part 1, 0&0 Uability: $ (B) Part 2, Employment Practices: $ (C) parp, Fiduciary Liability: $ (D) Part 4, Workplace Violence: $ (E) Part 5, Internet Liability: $ (F) Aggregate, All Parts: $ Item 4. Retention: (A) Part 1, 0&0 Liability: $ (B) Part 2, Employment Practices: $ (C) Part 3, Fiduciary Liability: $ (D) Part 4, Workplace Violence: $ (E) Part 5, Internet Liability: Page 1 of 2 1,000,000 each Policy Period. 500,000 each Policy Period. each Policy Period. each Policy Period. each Policy Period. 1,000,000 each Policy Period. $ o for each Claim under Insuring Agreement B & C. 5,000 for each Claim. for each Claim. for each Workplace Violence Act. for each Claim. PI-NPD-1 (01-02) Item 5. Prior and Pending Date: Part 1 No Date Applies Part 2 No Date Applies Part 3 No Date Applies Part 4 No Date Applies Part 5 No Date Applies Item 6. Premium: Part 1 $ 2,671.00 Part 2 $ 383.00 Part 3 Part 4 Part 5 Total Premium: $ 3,054.00 Item 7. Endorsements: PER SCHEDULE ATTACHED In witness whereof, the Insurer issuing this Policy has caused this Policy to be signed by its authorized officers, but it shall not be valid unless also signed by the duly authorized representative of the Insurer. ~8~ Authorized Representative Countersignature Countersignature Date Page 2 of 2 INFORMA liON PAGE CARRIER CODE 19909 SCF OF ARIZONA 3030 N. 3rd St Phoenix, AZ 85012-3039 DOC TYPE: INFPG POLICY NO: 088014 WORKERS COMPENSA liON AND EMPLOYERS LIABILITY INSURANCE POLICY TYPE OF OWNERSHIP: Corporation OWNERSHIP NAMES: Owners, if applicable, are shown on Endorsement 1070 Item 2. Policy Period FROM: 01101/2007 TO 01/0112008 12:01 a.m. Arizona Time at the address of the insured as stated herein Item 3. A. Workers Compensation Insurance: Part One of the policy Applies to the Workers Compensation Law of Arizona. Item 1. NAME OF INSURED B. Employers Liabil~y Insurance: Part Two of the policy applies to \/IOrk in Arizona The lioMs of our liability under Part Two are: PIMA COUNCIL ON AGING INC 8467 E BROADWAY BLVD TUCSON AZ 85710 Bod~y Injury by Accident $ Bod~y Injury by Disease $ Bod~y Injury by Disease $ 500,000 each accident 500,000 each employee 500,000 policy lim~ C. Other States Insurance: Part Three of the policy applies to Arizona Employers per the terms of the Other States Coverage Endorsement See Item 4, below for other \/IOrkplaces not shown above. THE COMPANY RESERVES THE RIGHT TO EXCLUDE COVERAGE UNDER PART TWO FOR REJECTORS PREMIUM BASIS Item 4. Classification of Operations The premium for this policy will be determined by our manual of rules, Premium Class classifications, rates and rating plans. All information required below Estimated Total Period Codes is subject to verification and change by audit. Annual Remuneration PIMA COUNCIL ON AGING INC 2 8467 E Broadway Blvd, Tucson AZ 85710 3 1607 S 6th Ave, Tucson AZ 85713 01/01/2007-01/01/2008 8742-065 SOC SVC-ALL EMP OUTSIDE OFFICE 8810-005 CLERICAL OFFICE EMPLOYEES-N.O.C. * THIS IS NOT A BILLING * Manual Premium Employer's Liability Limits @ 0.0100 Balance to Policy Minimum Premium Standard Premium State Fund's Premium Deviation 0.9200 9740 Terr. Risk Ins. Act (See Endorsement 1099) 9741 DTEC (See Endorsement 0462) Policy Charge 01/01/2007 01/01/2007 $1,148,785 $332,384 $1,481,169 $1,481.169 $226 Required Deposft Premium $1,925 If indicated, interim adjustments of premium shall be made: Quarterly Minimum Premium . Endorsement Numbers Endorsement Description Attached 1005 1032A 1035 1060 1065 1075 1080 61310 61310B 61461 61462 Anniversary Rating Date: 0110112007 ~~~. Countersigned 12/14/2006 PRESIDENT 61-3100411812005 RATES Rate Per$100 of Payroll 01/01/2008 01/01/2008 0.4200 0.2400 0.0300 0.0100 ESTIMATED ANNUAL PREMIUM $4,825 $798 $5,623 $56 NA $5,679 $454CR $444 $148 $180.00 Tatal EstImated Annuai Premium $5,997 Grj H"~~ AUTHORIZED R.EPRESENT ATIVE P\ 81t~~B ~lF' ~:RIZ(f)JN!A. a~~~ --~ _...... .~ i~all( t'!,~lt'lllli IiI.!1fi.ffiRt'WW~ ~ljpl.!l (f.!,\\t!!J" W):.<!!1!fJ.lUlJ' 1.--- WILLIAM R. JOHNSON--------- ... SECRETARY OF" THE ARIZONA CORPORATION COMMISSION. DO HEREBY CERTIFY l:HAT the annexed is a true and co~p1ete copy of the ~ARTICLES OF INCORPORATION ~- ~of TUCSON COUNCIL ~N AqI!lG, !.N.f~ ::::::::--~ whic~ere-fi1ed in the office of the Arizona Corporation Commission on the---l9th-Oay of -LJuly, 1971 ~as provided by 1a ,I' N WlITNlE~S WrnIEREOJ.<l""p I HAVE HEREUNTO SET MY HAND AND AFFIXED THE OF"FICIAL SEAL OF THE ARIZONA CORPORATION COMMISSION. AT THE CAPITOL. IN THE CITY OF PHOENIX. THI8--i9th- DAY OF" ~July ~ A. D'~1971----- ?~~A? ~~~J BY SECRETARY, .t~ ./ ., ....,-.. ASSISTANT SECRETARY Boow4D45 ?AGE Ijfj . ':... __ ~.,..',t:' .', > ,'; : ,--::;!~' " /. \ :~!>; \\,~\ , .. ;':""'-:' ARTICLES OF INCORPORATION \ \:; OF TUCSON COUNCIL ON AGING, INC. We, the undersigned, desiring to form a non-profit cor- poration, under the laws of the State of Arizona, do hereby 'associate ourselves together for that purpose, and adopt the following Articles of Incorporation. ARTICLE I The name of the corporation shall be TUCSON COUNCIL ON AGING, INC. ARTICLE II The names, residences and post office addresses of the incorporators, are: ELMER M. THIERMAN 5135 North Camino Esplendora Tucson, Arizona 85718 THEODORE H. KOFF 6026 E. Seneca Tucson, Arizona 85716 ELIZABETH E. OCIIOA 2153 E. Juanita Tucson, Arizona 85719 EDITH KAHN 4837E. Paseo Luisa Tucson, Arizona 85711 RALPH \'iT. SOELTER 8861 Calle Playa Tucson, Arizona 85715 ARTICLE III The principal place of business of the corporation shall - . be in Tucson, Pima Courity, Arizona, but it may establish and maintain branch .offices and do business at any place,.within the State of Arizona, as ~ay be establi~hed and deemed conven- ient by the Board of Directors. /".')"1 BQOH4046 PAGE806 / , , :>, \\ " -.......-... / ~'. '-. ARTICLE IV The corporation is organized exclusively for charit- able, religious, educational and scientific purposes, 1n- eluding: 1. To study existing conditions and problems surround- 1ng the aging population in the community. 2. To stimulate other agencies to most effective serv- ice, and to reshape their programs and service where necess- ary in order to prevent and lessen problems of the aging, and to avoid needless duplication of effort. 3. To promote new services or programs as needed. 4. To stimulate the aging to live full and rewarding lives of activity and service. 5. To educate the community and create a climate of opinion, which will facilitate the achievement of the goals outlined herein; and, the making of distributions to organi- zations that qualify as exempt organizations under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the cor- responding provision of any future United States Internal Revenue law). ARTICLE V No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reason- able compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth 1n Article IV hereof. No substantial part of the activities of the corporation shall be carrying on of propaganda, or 2 . _m~_~ f,l . :;-;.'.- ." .' otherwise attempting, to influence legislation, and the corporation shall not participate in, or intervene in (in- cluding the publication or distribution of statements) any political campaign on behalf of any candidate for any pub- lic office. Notwithstanding any other provision of these Articles, the corporation shall not carryon any other ac- tivities 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 1954 (or the corresponding pro- vision of any future united States Internal Revenue law) or (b) by a corporation, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future united States Internal Revenue law). ARTICLE VI The corporation shall have the power and authority to do and perform any and all acts not prohibited by law which are In furtherance of the purposes and objectives of the corporation, and have all of the powers and authority con- ferred by the laws of the State of Arizona. ARTICLE VII The corporation formed hereby is a non-profit corpor- ation and shall have no capital stock or shares, but in lieu thereof may issue certificates of membership to its members. The conditions and regulations for membership, including the rights, privileges and restrictions pertaining thereto, shall be fixed and determined by the By-Laws of the corporation. ARTICLE VIII The highest amount of indebtedness or liability, direct or contingent, to which the corporation lS at any time to ~ 3. BOOK 4046 ?AGE 808 '- subject itself shall not exceed the amount established by the laws of t.he State of Arizona, or the rules and regul- ations of the Arizona Corporation Commission. ARTICLE IX The private property of the members of this corpora- tion shall forever be exempt from corporate debts and no member shall be individually liable or responsible for any debts or liabilities of the corporation. ARTICLE X Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner or to such or- ganization or organizations organized and operated exclusive- ly for charitable, educational, religious or scientific pur- poses as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law), as the Board of Directors shall determine. Any of such assets not so dis- posed 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 such purposes or to such or- ganization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE XI The affairs of the corporation shall be conducted by a Board of Directors of not less than three (3) nor more than 4. BOOK 4046 PAGE 809 twenty-five (25). All Directors are to serve as provided for in the By-Laws of the corporation and the number of the Directors shall be determined at each annual meet- lng of the membership. ARTICLE XII 'rhe officers of the corporation shall consist of a President, a First Vice President, a Second Vice Presi- dent, a Secretary, and a Treasurer. Such officers shall be elected at the annual meeting of the membership. ARTICLE XIII The Directors of the corporation shall be elected at the annual meeting of the mem~ership to be held on the 2nd Tuesday of April of each year, commencing April, 1972, or on such other day as shall be determined in accordance with the By-Laws of the corporation. At a meeting of the membership held on the 14th day of April, 1971, the follow- ing persons .vere elected as Directors until the first annual meeting of the membership: ELMER f'l. 'rIIIERMAN CARROLL EDSON THEODORE H. KOFF RALPH CARR FLETCHER RALPH T.'V. SOELTER JEROME C. HOSENFELD ELIZABETH E. OCHOA FAYE C. JONES EDITH KAHN W. B. Mc KENNA HARRY B. CHAMBERS CHARLES \'iT. MARTIN: JAMES BETHUNE JAMES J. MURPHY, JR. BETTY BROOK RONALD G. OLSON LOREN CARTER WARREN D. SCHREURS RAMON CASTILLO ESTHER SCHREURS MARILYN DHAGO DAVID SHIRLEY 5. BOOK 4046 ?AGE 810 ~ PAUL DAVID SHOLIN VIRGINIA JOHNSON ESTHER TANG QUINCIE DOUGLAS ARTICLE XIV The time of commencement of this corporation shall be the date on which the Certificate of Incorporation is is- sued by the Arizona Corporation Commission and it shall ter- minate twenty-five (25) years thereafter, unless renewed in the manner provided by law. ARTICLE XV RALPH W. SOELTER, 940 South Craycroft, Tucson, Ariz- ona, 85711, who has been a bona fide resident of the State of Arizona for at least three (3) years immediately prior to the date of the signing of these Articles, is hereby ap- pointed the lawful agent of this corporation for and on be- half of this corporation, to accept and acknowledge service of and upon whom may be served all necessary process in ac- tion, suit or proceedings that may be had or brought against the corporation in any of the Courts of the State of Arizona, and for any other purposes that may be required by law; the Board of Directors of this corporation may revoke this ap- pointment at any time. ARTICLE XVI The membership shall have the sole power to adopt By- Laws for this corporation and they may amend the same from time to time, so long as the same are not in direct conflict with the Articles of Incorpo~ation. ARTICLE XVII These Articles may be amended as provided by the Ariz- ona 6. IN~NESS the~0'--day of we have hereunto set our hands on , 1971. .' " Q'lr)~ 4046 PAGE 811 ~~~~......,.,~I' ".~ '. f:".,i "ii'\\ ~. ( _..:;::;..;....:...;_:~""'X,,:;---.rr-~~!l'.~~- ?1':~t '. '.,. '" .~ ~ ~ .-...,.----~ _:. r ;;;.- ~, . r ,.. , ' ~~) 4~Y!1f~ {ck~ ~ ~7n:Yg~ Y' y- 2L-o:'k,~ ~IC ~=Q.. J ~-:.. STATE OF ARIZONA) ) 5S. COUNTY OF PIMA ) ;,t " tv~r " BETH E. OCHOA, This instrument was acknowledged before me of July, 1971, t and RALPH W. SOELTER. My commission expires: /-?- /S I.. Lf~~~/ ~/&/ J ~ 7 . 8001< 4L 40 j"'<, "! ........ )~:.~.j.i.:..,. (' -< ., S1.t~~~~ (QIJE. Aal!ZO~!A. ~-~~ .'.,..~-~.~ . ~JaJflt'!'W!i.<m!JtljJW?I!t~<w!€ ~alll <l!J!!"A (im"f!llqf: I. ~ GEORGE M. DEMPSE~ -=---~SECRETARY OF" THE AR/l:IJNA ~--~~~~~-_. CIJRPIJRATIIJN CIJMMISSIIJN. DIJ HERESY CERTIF'Y THAT the annexed is a true and complete copy of the AMENDMENT TO THE ARTICLES OF INCORPORATION of .~ ~ -- the-- mCSON COUNCIL ON AGING, INC. ~changing the name to ~ . .::'~ PIMA COUNCIL ON AGING, INC., ~ = ==: = .::=::;- ~ ~ w~ich was filed in the office of the Arizona Corporation Commission ( \ N WnTNlE~S WlBIJERE01!<i"p I HAVE HEREl,JNTIJ SET MY HAND AND AF'''-'XED THE IJF'F'ICIAL SEAL Or THE ARIZONA CORPORATION COMMISSION. AT THE CAPITOL. IN THE CITY OF' PHIJENIX. T~I~5th~ DAY OF anuary- ~:2fi;:;;73. ~ BOOK4467 ?AGf840 ASSISTANT 8ECRETARY I' -\ f~' STATE OF ARIZONA) ) ss. ,COUNTY OF PI~ffi ) On this 22nd day of November, 1972# personally ap..... peared before me, t:he undersigned Notary Public; THEODORE H. KOFF', President of TUCSON COUNCIL ON AGINGi ,INCd, who acknowledged himself to be the-President of said corpora.... tion and EDITH KAHN, who acknowledged herself to be the Secretary of said " " My commission expires : 4/7/73" /,Q '"h- _ A l ?f7~v //WVb ,cZi / ~ ..:5//e:Z/ .... BOOK 4467 'PAGE 842 2. -" --.....-..-.. "'"....~.. '~"""",---.~~-, . "~; -'..,...,.=-=-.........==~~-=-..~.~~..:..;.. ::i.,. -~ '-'-,- --:...-.'----'- - -. ---....-...-...... ~_.- ~RTICLES OF INCORPORATh.rL'/ '" OF PIMA COUNCIL ON AGING, INC. KNOW ALL MEN BY THESE PRESENTS: The following Resolution amending the Articles cf In- corporation of PIMA COUNCIL ON AGING, INC., was adopted at the annual meeting of the members of said corporation held on the 30th day of September,.1975: RESOLVED, that Article XI of the Articles of Incor- poration of PIMA COUNCIL ON AGING, INC., be, and the same hereby is, amended to read as follows: ARTICLE XI "The affairs of the corporation shall be conducted by a Board of Directors of not less than twenty (20) nor more than thirty-five (35). All directors are. to serve as provided for in the by-laws of the corporation and the number of the directors shall. .be determined at each meeting of the membership." .The undersigned hereby certify that the aforesaid meeting at which said Resolution was adopted was duly and regularly held in accordance with the Article~ of Incorpora- tion, By-Laws of the corporation and the laws of Arizona. IN WITNESS WHEREOF, we, the President and Secretary of. .sald corporation, have hereunto set our hands this 30th day of September, 1975. BY ~ 3: o n'1 .--. "'fl- ....... fl1 C:" ATTEST: ~'1-e. ~ ~ EDITH KAHN, SE RETARY C;) ;;z: - .. c:::> ::oe .(;:- STATE OF ARIZONA COUNTY OF PIMA S5. - SUBSCRIBED AND SWORN i975, by RALPH W. SOELTER My commission expires: t~, j-) - ') (~ ..... TO before an4ITH me this 30th day of September, KAHN. .. 4 '--. ..----.-.---.---.---.--- ._.~ --.--- '~)' 'I . MAR 13 tg78 S~~~. OlF' ~ftIZOJN!A. a~~ ~--~ ':';)OC'..'I'::c: 1@/JltlJJ WAlmn1~t-~!1;; tIl81!l~_ <iPW:~~ I. DONALD E. VANCE, SECRETARY OF' THE ARIZONA CORPORATION CO......IS.ION. DO HEREBY CERTIF'Y THAT the annexed is a true and complete copy of the AMENDMENT to the ARTICLES OF INCORPORATION of ~PIMA COUNCIL ON AGING, INC.- which was filed in the office of the Arizona Corpor~tion Commission on the -2nd_day of_ March, 1976, as provided by law. .,... (' ({ffl('';~;~~, ,.' ,:.:.?,~tj,:-~.:..... j t'\-"~' , . ,.~.:.t:,';~i.j~,:::!,:,;,~c;2~I":'" ,:"e, ,,' .(0. :;..!. .,.:,-- '.';'", tt'lfJ(;.~' <f i!. ..-.' .- dli';:':' "I(~(ll .C 11~':' IN (l\'-':\'t~A?~~':~: :\.:~~;;\ !) :1,: . .:' .<,; ; v--.. ,.".. . 11 ) I . ".. ..". . \<e:'.;J~:j>'/.'>i~..__ ....t..,..!t..g...~ .....:~ t+_4f~:!,.!"".~,. .'- ._-~. ,i ':~}..~:'~~~~~~'" . \\.;"t"!"(~~t;:".'."." '. 'iff'" WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND AF'F'IXED THE OF'F'ICIAL SEAL OF' THE ARIZONA CORPORATION COMMISSION. AT THE CAPITOL. IN THE CITY OF' PHOEN . THIS -2nd- DAY OF' March'- A. '976. ,,~~!~ri~18 ~~~[ 594 ASSISTANT SECRETARY .~."',...~.~"..'"""~,...,,..,;".,;..,--.....~'"',-,~-.......;..,-""'''''''''_..~..... OF ARTICLES OF INCORPORATION ~liiIq ~ 1976 . .. OF PIMA COUNCIL ON AGIN~, INC. KNOW ALL MEN BY THESE PRESENTS: The following Resolution amending the Articles of In- corporation of PIMA COUNCIL ON AGING, INC., was adopted at the annual meeting of the members of said. corporation held on the 30th day of September, 1975: RESOLVED, that Article XI of the Articles of Incor- poration of PIMA C9UNCIL ON AGING, INC., be, and the same hereby is, amended to read as follows: ARTICLE XI "The affairs of the corporation shall be conducted by a Board of Directors of not less than twenty (20) nor more than thirty-five (35). All directors are to serve as provided for .in the by-laws of the corporation .and the number of the.directors shall 'be determined at each meeting of the membership." .The undersigned hereby certify that the aforesaid meeting at which said Resolution was adopted was duly and regularly held in accordance with the Articles of Incorpora- tion, By-Laws of the corporation and the laws of Arizona. IN WITNESS WHEREOF, we, the President and Secretary of said corporation, have hereunto set our harids.:this 30th day of September, 1975. :::Z;d~ RALPH W.. SOELTER, PRESIDENT ATTEST: .~~~ EDITH KAHN, SECRETARY ~m{ 5218 ?AG[595 . _ ~__C." +_~.~__....__._._..~....._.....,._",_,.._"_,,,,,"__.,,,,,,_,,,,,,.',",,,",,,,,,,,,,,-....'Q..,""'.,."..,".."._-_.~.^_._..."..._-"...- STATE OF ARIZONA ) ) Ss. COUNTY OF PIMA ) MAR 13 un) 1975, by RALPH W. SOELTER SUBSCRIBED AND SWORN TO before me this 30th day of September, My commission expires: t, i) - ') (/.1 arJITH K;HN. 1/- . ( ('/'/ /.(' ~71' _. Ct,." . .'" "l., (.." f . -. .". ~7 --- NOTARY !!J1!Jy. 5218~{;t596 ~. t-~Q~ ~~) ". .i '.': ,". ~cm~ 5218 f11!j[ 597 7 3ftfth 83635 ARIZQNA CORPORI'Tk1N COMM1SSKlN .. IN~~tVO~AflNG OIVtilON FILED MAR 2 1976 ^t ___uJ.l;J9. ALl1..___ ______ III J81(UeS1: of Schroeder Soelter & R~uthal P.O. -~--- ~--94(f-~S(;o--Cr:aY~~"~ft-Rd: ' ft.. M"," '1Ucs-on;-AZ:---a 5"1!1--------- . ......-....-Jti7'ie-EciKer--- ------..---....---. '~---------------~-------------SiCiETARY . Donald Eo Vance, " <<--.. ". l~.7:..~.~. //::.'" -..--- ." ./{?' . . '::C:~:\ fC)\1 ;, : \1 i\ ~)W.~ 1\ c...'.r~l.i. '. i ..;-. '. ;":).! ''''....11''/ Y'y ~ ..<Il'" ...... 'r,J'! I"''''~ ""J".c{,4.Q...."",, Z D ~ III tI n 0 'U Pi Ul \II ... 0 o-f o-f III tI . . ,. ~. ':"c' .. : \ \ ". N ~ itJ (J-) ~~ ,....~....~.w"..""......~,=_.,.,~~..~."""'"""'""...."._,,.,,~_~___~...,~..."'-, February 13, 2006 AMENDMENTS TO ARTICLES OF INCORPORATION Move to amend the Articles of I ncorporation Article XVI to read "The Membership Board of Directors shall have the sole power to adopt by-laws for this corporation and they may amend the same from time to time so long as the same are not in direct conflict with the Articles of Incorporation. Move to amend the Articles of Incorporation Article XII to read as follows: "The officers of the corporation shall consist of a president, a first vice president, a second vice president, a secretary and a treasurer. Such officers shall be elected at the 3nnual meeting of the membership by the Board of Directors. PCOA BY-LAWS Revised 3/01/06 PURPOSE PIMA COUNCIL ON AGING, INC. is a private non-profit organization that has identified the needs of the older adults of Pima County and responded to those needs with innovative programs and services. ARTICLE I. MEMBERSHIP A. Membership shall be open to any individual or organization interested in the aims and purposes of PIMA COUNCIL ON AGING, INC. B. The Board of Directors shall assess a membership fee for individual or organizational members(s) as it deems appropriate. C. Only individual or organization member(s) who have paid the required membership fee are eligible to vote at annual or special meetings of the organization. ARTICLE II. MEETINGS SECTION 1. ANNUAL MEETING: The annual meeting of the number of PIMA COUNCIL ON AGING, INC. shall be held on the 30th day of January of each year unless otherwise directed by the Board, at such time and place as the Board may direct. At this meeting, the election of Directors shall be held, reports shall be presented, and any other necessary business shall be transacted. SECTION 2. SPECIAL MEETINGS: A special meeting of the membership shall be called by the President at such time and place as he/she may direct or upon the written request of twenty-five (25) regular members. SECTION 3. QUORUM: The members present shall constitute a quorum at any annual or special meeting of the membership. Each regular member and each organizational member shall be entitled to one (1) vote. An organizational member shall file with the Secretary, the name of a 1 delegate and alternate delegate to vote for said organization. The alternate delegate may vote only in the absence of the delegate. An individual member shall not be entitled to vote as an organizational delegate and also as an individual member. Proxies shall not be permitted at any meeting. SECTION 4. NOTICE: Written notice stating the time, place and purpose of the meeting shall be posted on the PCOA web site, or delivered or mailed to each regular member at least ten (10) days before the date of any annual or special meeting. ARTICLE III. BOARD OF DIRECTORS: SECTION 1: NUMBER AND ELECTIONS: There shall be a Board of Directors of not less than twenty (20) or more than thirty-five (35) directors. The Directors, other than ex-officio members, shall be nominated and elected at the annual meeting of the membership. Board membership shall include the following ex-officio members: the President of the Council of Senior Citizens of Pima County, a delegate from the Pima County Board of Supervisors, incorporated towns within Pima County, the local Social Security Administration office, and the Advisory Council to the Area Agency. SECTION 2. DUTIES: The Board of Directors shall govern the business and the affairs of the Council subject to the law, Articles of Incorporation and By-Laws. All members of the Pima Council on Aging, Inc. Board of Directors must be members of the Pima Council on Aging, Inc. and the Board shall reflect the composition of the area served. The duties and responsibilities of a member of the Board of the Pima Council on Aging, Inc. will include, but not limited to, the following: A. Attend and participate in all scheduled Board Meetings. B. Participate in and/or chair various Board committees. C. Responsible for establishing policies and direction of PCOA programs. D. Attend various PCOA public functions. E. Contribute and participate in the financial activities of PCOA. F. Participate in various PCOA advocacy activities. G. SECTION 3. TERM OF OFFICE: Directors shall serve for the term for which they are nominated and elected or until their successors are elected and qualified. The ex-officio members of the Board of Directors shall serve for a term concurrent with their term of office on the governmental body or 2 ( organization may, at its discretion, replace their representative on the Board of Directors. A director may be re-elected, but no director shall serve more than nine (9) consecutive years without an intervening year of non-board membership. However, any person who has served three consecutive three-year terms may petition the Executive Committee, or an existing Board member may petition the Executive Committee on behalf of such person, for a waiver of the one-year break in service period. A director who is absent for three (3) consecutive board meetings without excuse or is absent for 50 percent or more of the board meetings during the fiscal year shall be deemed automatically to have resigned as a director. The President shall, thereupon, write a formal letter of acceptance of the resignation of said director. However, such removal shall not, in any way, be construed as limiting or denying any member his or her rights and privileges as a member of Pima Council on Aging, Inc. Any director may be removed with or without cause at any time by a two-thirds vote of the Board of Directors attending. SECTION 4. VACANCY: Should a vacancy occur upon the board between annual meeting of the membership, said vacancy shall be filled by the Board of Directors to serve the remainder of the unexpired term, at any special or regular meeting of the board, upon notice of the election, by mail, to the Board members at least ten (10) days prior to such meeting. SECTION 5. MEETINGS: The board shall hold at least nine (9) regular meetings per year. Special meetings of the board may be called by the President upon written request of five (5) directors. Written notice stating the time, place and purpose of the meeting shall be delivered or mailed to each director at least ten (10) days before the date of any regular or special meeting. SECTION 6. QUORUM: A least 30% of the members of the Board of Directors shall constitute a quorum at any regular or special meeting. ARTICLE IV. OFFICERS: SECTION 1. NUMERS AND ELECTION: The officers of the organization shall be a President, a First Vice-President, a Second Vice- President, a Secretary and a Treasurer. The officer shall be nominated and elected at the first meeting of the fiscal year of the Board. All officers shall be members of the Board. 3 SECTION 2. PRESIDENT: The Presidentshall preside at all meetings of the membership and the Board of Director. The President shall appoint all chairpersons and member of committees, after consultation with the Executive. SECTION 3. FIRST VICE PRESIDENT: The First Vice-President shall perform the duties of the President in the absence of the President. The First Vice-President shall be the Board's liaison with the Council on Aging Foundation Board. SECTION 4. SECOND VICE PRESIDENT: The Second Vice-President shall perform the duties of the President in the absence of the First Vice-President and of the President. The Second Vice-President shall serve as Chair of the Personnel Committee. SECTION 5. SECRETARY: The Secretary shall be responsible for the minutes of all meetings of the membership, of the Board of Directors and of the Executive Committee. The Secretary shall be responsible for the carrying out the correspondence of the corporation and its Board of Directors and shall ensure the maintenance of the files and records of the corporation, the Board of Directors and of the Executive Committee. The Secretary shall perform all of the duties incident to the office of the Secretary, subject to the control of the Board of Directors and shall perform such duties as may be assigned from time to time by the Board of Directors. SECTION 6. TREASURER: The Treasurer shall be the chairperson of the Finance Committee and be responsible for directing the maintenance of custody of all funds and securities of the corporation. The Treasurer shall ensure the keeping and maintaining of adequate books of account and records for the corporation and shall make such reports to the Board of Directors as may be required by said Board. The Treasurer shall further perform all acts and things incident to the office of the Treasurer, subject to the control of the Board of Directors. SECTION 7. TERM OF OFFICE: The officers of the corporation shall take office immediately upon their election and shall serve for a (2) year term. No officer shall serve more than 2 two year terms in the same office. 4 SECTION 8. VACANCIES OF OFFICE: Should a vacancy of an office occur between annual meetings of the membership, said vacancy shall be filled by the Board of Directors to serve the remainder of the unexpired term, at any special or regular meeting of the board, upon giving notice of the election, by mail, to the board at least ten (10) days prior to such meeting. SECTION 9. REMOVAL Any officer may be removed by a majority vote of the Board of Directors attending. ARTICLE V. EXECUTIVE COMMITTEE: SECTION 1. The Executive Committee of the Pima Council on Aging, Inc. Board of Directors shall consist of all officers of the corporation, Standing Committee Chairperson, Chair of the Advisory Council to the Area Agency, one at-large member to be selected by the Board of Directors, and the immediate past-president shall serve as an ex-officio member of said committee. SECTION 2. MEETINGS: Regular meetings of the Executive Committee shall be called by the President or may be called by a majority of the Executive Committee membership. SECTION 3. QUORUM: A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. SECTION 4. POWERS AND DUTIES: The Executive Committee shall transact necessary business between meetings of the Board and shall have full power to act for and on behalf of the Board of Directors during any period that the Board has not convened in meeting and shall have the power to bind the corporation in all manner and respect during said period as though the actions were those of the full Board of Directors, except that of any such action which involves the expenditure of money not previously authorized. The actions of the Executive Committee shall be subject to ratification by the Board of Directors. The Executive Committee shall conduct annual or special performance evaluations of the Executive Director and report their findings and recommendations for action to the Board. 5 ARTICLE VI. SECTION 1. STANDING COMMITTEES: There shall be three (3) Standing Committees, namely: Personnel, Finance and Nominating. A. PERSONNEL COMMITTEE: There shall be a Personnel Committee of not less than three (3) members appointed by the President and approved by the Board of Directors. The Personnel Committee shall have the following duties and responsibilities: 1. Review potential staffing needs according to the programs developed. 2. Review proposed personnel policy guidelines and assures that the personnel policy rules, practices and procedures are implemented an adhered to. 3. Review proposed staff salary levels and position salary ranges within approved budgets. 4. Ensures that the performance review program for staff is carried out, except the Executive Director's review, and review and report on employee relations. 5. Recommend to the Board persons for employment, as Executive Director, should a vacancy occur. 6. Serve as the employees' relations committee for the corporation. 7. Review, as requested by the Executive Director, nominees for budgeted staff positions. 8. Annually review the rules of personnel policies, practices and procedures and the job descriptions of the staff and advise the Board with respect thereto. 9. Special reports and recommendations may be requested at any time by the Board of Directors, or the Executive Committee or initiated by the Personnel Committee. B. FINANCE COMMITTEE: There shall be a Finance Committee of not less that (3) persons appointed by the President and approved by the Executive Committee which shall have the following duties: Present to the Board a budget for the operation of the Council and develop plans for obtaining the necessary financial support. C. NOMINATING COMMITTEE: There shall be a Nominating Committee of not less than (3) nor more than five (5) persons appointed by the President and approved by the Executive Committee. The Nominating Committee shall have the following duties: 1. Present at the annual meeting of the membership the nominations for directors. 6 2. Upon a vacancy occurring on the board or in an office, present a nominee to the Board to fill such vacancy in accordance with Article III, Section 4 and Article IV, Section 8 of these By-Laws. 3. The Committee shall present a single slate for all positions for vote of the membership at the Annual Meeting. No persons named shall be placed in nomination, either from the floor or by Nominating Committee, either as a director without the prior consent of the person to be so nominated. SECTION 2. COMPOSITION: A. Unless otherwise designated herein, the chairpersons of all Standing Committees shall be directors. B. Unless otherwise designated herein, all committee appointments are for one (1) year terms to end at the next annual meeting of the Board of Directors. C. The chairperson and other members of special committees need not be directors. D. The President shall be an ex-officio member of all committees. The Executive Director shall be an ex-officio non voting member of all committees. SECTION 3. SPECIAL COMMITTEES: A. The President may appoint such committees advisory to the Board of Directors as may by established by the Board to carry out the objectives and purposes of the corporation. B. Special Committees shall be appointed for the period required to execute its duties and in no case for longer than one (1) year unless reappointed. C. The members of the Special Committees need not be members of the corporation or the Board of Directors. SECTION 4. COMMITTEE DUTIES AND POWERS: A. Duties of all committees, unless otherwise designated herein, shall be determined by the Executive Committee with approval of the Board of Directors. B. All committee plans and actions, except that of the Nominating Committee, shall be approved by the Board of Directors. ARTICLE VII. EXECUTIVE DIRECTOR: SECTION 1. EMPLOYMENT: The Board shall employ and determine the compensation of an Executive Director who shall serve at the will of the Board, and shall manage the affairs of the Council under the governance of the Board and perform such other duties as the Board may require and shall be directly accountable to the Executive Committee of the Board of Directors. The 7 Board of Directors shall delegate to the Executive Director the management of the daily affairs of the Council. ARTICLE VIII. AMENDMENT OF BY-LAWS AND RULES OF ORDER: SECTION 1. AMENDMENTS: The By-Laws of the corporation may be adopted or amended, altered or repealed by the affirmative vote of a simple majority of the Board of Directors at any regular, special or annual meeting; or by a simple majority of the membership at any annual or special meeting, subject to written notice to all members of the Board of Directors, setting forth the amendment to be considered at least ten (10) days prior to said meeting. These By-Laws may also be changed without notice upon the written approval of all of the members of the Board of Directors of the corporation. SECTION 2. RULES OF ORDER: Rules contained in ROBERT'S RULES OF ORDER, REVISED, shall govern the Council on all cases to which they are applicable and in which they are not inconsistent wit the Articles of Incorporation and the BY-Laws of this corporation. ARTICLE IX. COUNCIL OF PRESIDENTS There shall be a Council of Presidents consisting of all former presidents of the Pima Council on Aging, Inc. The Council shall be responsible for providing advice and counsel to the board, officers and the Executive Director. The president or board may ask for advice on any issue and the chair of the Council shall report their considerations to the president, board of responsible committee. The chair of the Council shall be the immediate past president. The Council shall meet at least 4 times a year or at the call of the chair if it is necessary to meet more often. All council members who are not elected board members may sit in board meetings and have the priVilege of joining in the discussions on any issues. They do not have a vote. All past presidents are lifetime members of the Pima Council on Aging, Inc. and shall have their dues waived. 8 AGENCY NAME: Pima Council on Aging BUDGET FOR FY 2006/2007 REVENUES: TITLE III B TITLE III C 1 TITLE III C 2 TITLE III D TITLE III E NSIP TITLE VII-ABUSE TITLE VII-OMBUDSMAN STATE OF ARIZONA PIMA COUNTY UNITED WAY CITY OF TUCSON SSBG-PCOA OTHER FEDERAL FEES FOR SERVICE MEMBERSHIP DUES FUNDRAISING/CONTRIBUTIONS/UNREST INKIND MEDIGAP PIMA HEALTH SYSTEM-COUNTY FUNDS PROVIDER/OTHER NON FEDERAL PIMA HEALTH SYSTEMS-SSBG AL TCS SUPPLEMENTAL PIMA HEALTH SYSTEMS-AL TCS PROJECT INCOME TOTAL REVENUES EXPENSES: PERSONNEL ERE PROFESSIONAL/OUTSIDE SERVICES TRAVEL . SPACE EQUIPMENT MATERIAL AND SUPPLIES OPERATING SERVICES INDIRECT SUBTOTAL DIRECT SERVICES SUBTOTAL PURCHASED SERVICES TOTAL EXPENSES TOTAL PCOA BUDGET 1,205,735 772,821 677,746 62,435 429,938 1 95,489 10,383 39,942 525,142 250,000 202,000 120,000 28,785 396,321 348,061 273,330 61,369 16,444 153,152 987,982 89,409 250,958 185,637 7,283,079 1,437,754 345,336 163,945 126,276 181,475 16,425 140,500 88,215 2,499,926 4,783,153 7,283,079 PIMA COUNCIL ON AGING BOARD OF DIRECTORS - 2006 DR. ANNA JOLlVET, Ed.D. 8818 E HARBORAGE DR TUCSON AZ 85710 PRESIDENT (03/06) H: 885-8455 FX: 885-8771 EMAIL: kismet8818la>.cox. net BILLY JOE VARNEY 3416 E WAVERLY TUCSON AZ 85716 FIRST VICE PRESIDENT H: 327-7954 (03/06) FX: 327-7954 EMAIL: bill. varnevla>.cox. net GEORGE A EVANOFF 334 E DESERT GOLF PL TUCSON AZ 85737 SECOND VICE PRESIDENT (03/06) H: 229-1920 EMAIL: oevanoffla>.u.arizona.edu WILLIAM 0 WILLS 3140 S PRUDENCE RD TUCSON AZ 85730 SECRETARY (03/06) H: 790-0866 EMAIL: mvltwla>.aol.com RUBEN SUAREZ 74 N DAVILA CIRCLE TUCSON AZ 85745 TREASURER (03/06) H: 624-4103 EMAIL: rds1925la>.hotmail.com CRESS LANDER 5232 N CALLE BUJ IA TUCSON AZ 85718 MEMBER AT LARGE, H: 577-7184 EXECUTIVE COMMITTEE (03/06) EMAIL: cclanderla>.dakotacom.net CONSTANCE HOWARD MEMBER AT LARGE, 701 E CAMINO DE LOS PADRES EXECUTIVE COMMITTEE TUCSON AZ 85718 (03/06) H: 297-0616 FX: 544-5584 CELL: 241-6746 EMAIL: esthertanola>.comcast.net MEMBERS ARNIE AROS (3/06) DIRECTOR OF BANKING FIRST MAGNUS FINANCIAL CORPORATION 5210 E. WILLIAMS CIRCLE, SUITE 150 TUCSON AZ 85711 DAN BOONE, Ph.D. 5715 N GENEMATAS DRIVE TUCSON AZ 85704 (3/06) BENJAMIN J. BURNSIDE (3/06) ATTORNEY AT LAW BOGUTZ & GORDON 3503 N. CAMPBELL AVE., SUITE 101 TUCSON, AZ 85719 GARY CLARK SOUTHWEST GAS CORP. P.O. BOX 26500 TUCSON AZ 85726 MICHAEL DARANYI (TUCSON ELECTRIC POWER) 3872 N HILLWOOD PL TUCSON AZ 85750 DR. PATRICIA DEAN 4528 E. 9TH STREET TUCSON AZ 85711 RICHARD ELIAS 130 W CONGRESS, 11 TH FLOOR TUCSON AZ 85701 DOROTHY FINLEY 4533 N TROCHA ALERGE TUCSON AZ 85715 DR. DORIS FORD 5701 E. 8TH STREET TUCSON AZ 85711 (3/06) (3/06) W: 495-1610 FX: 618-6810 CELL: 444-2777 EMAIL: Arnold.aros@firstmaQnus.com W: 293-8661 FX: 293-8661 H: 888-0427 EMAIL: boonvoz@aol.com W: 321-9700 FX: 321-9797 EMAIL: ben@boQutzandQordon.com W: 794-6575 EMAIL: Qarv.clark@swQas.com W: 884-3633 FX: 770-2064 H: 751-0480 EMAIL: mdaranvi@tep.com (9/05) H: 326-9446 PRES., PCOA ADVISORY COUNCIL EMAIL: psdean@dakotacom.net CHAIRMAN W: 740-8126 COUNTY BOARD FX: 884-1152 OF SUPERVISORS (APPOINTED) EMAIL: Richard.elias@pima.Qov (3/06) (3/06) W: 623-8800 EMAIL: dfinlev@finlevbeer.com W: 748-7612 EMAIL: dford11@juno.com DR. ALAN LEVENSON (3/06) W: 795-6701 75 N CALLE RESPLENDOR TUCSON AZ 85716-4937 EMAIL: alanlevenson@cox.net JOE MAURER (3/06) (H) 881-0764 3511 N. CHARTER OAK WAY Cell: 360-3505 TUCSON AZ 85712-5459 EMAIL: icncp2@msn.com STEVE NASH (3/06) W: 795-7985 EXECUTIVE DIRECTOR FX: 323-9559 PIMA COUNTY MEDICAL SOCIETY 5199 E. FARNESS DRIVE TUCSON, AZ 85712 EMAIL: snash6500@cs.com JESSIE PERGRIN (3/06) H: 888-3930 762 W. EDGEW A TER DRIVE TUCSON AZ 85704-2407 EMAIL: ivposu49@comcast.net ROBIN KLAEHN QUILLlAM (3/06) H: 760-0057 10070 E. Powder Horn Place TUCSON AZ 85749-9262 EMAIL: robinoh@aol.com KAY RICHTER J D (03/06) W: 318-1301 3615 N PRINCE VILLAGE PL #101 FX: 318-1344 TUCSON AZ 85719 SHIRLEY SCOTT H: 790-6590 COUNCILWOMAN W: 791-3199 8123 E POINCIANA DR FX: 791-4717 TUCSON AZ 85730 EMAIL: ward4@tucsonaz.Qov DR. DAVID UPDEGRAFF (3/06) H: 573-3266 4555 S MISSION ROAD, #127 Cell: 780-4273 TUCSON AZ 85746 EMAL: drupdeQraff@msn.com DR. TONY VUTURO (3/06) W: 749-9655 SENIOR VICE PRESIDENT ext.4347 CANYON RANCH FX: 749-0662 8600 E ROCKCLlFF RD TUCSON AZ 85750 EMAIL: tvuturo@canvonranch.com ALLAN D BOGUTZ 3503 N CAMPBELL AVE #101 TUCSON AZ 85719 KATIE DUSENBERRY 7495 S. RINCON VISTA TRAIL TUCSON AZ 85747 DR. HELEN S SCHAEFER 11701 E ANDALUSIAN PL TUCSON AZ 85748 DR GLADYS SORENSEN 7811 E LEE TUCSON AZ 85715 Former Board Presidents (3/06) W: 321-9700 FX: 321-9797 H: 299-2177 EMAIL: aQinQlawver@Qmail.com (3/06) H: 647-3060 (call first) FX: 647-3060 cell: 955-2908 EMAIL: bruceandka@aol.com (3/06) H/FX: 885-1708 EMAIL: hschaefer@juno.com (3/06) H: 296-5135 EMAIL: Qlad7811@aol.com 03/01/2007 In(urnal Revenue Service Department of the Treasury 0/).., ~'J '" '.' ' .~ " .(/In. vV(" P. O. Box 2508 Cincinnati, OH 45201 Date: October 5,2002 Person to Contact: Paul M Perry 31-07423 Customer Service Representative Toll Free Telephone Number: 8:00 a.m. to 6:30 p.m. EST 877 -829-5500 Fax Number: 513-263-3756 Federal Identification Number: 86-0251768 PIMA Council on Aging Inc 8467 E Broadway n Tucson, AZ 85710 Dear Sir or Madam: This letter is in response to your request for a change of address and copy of your organization's determination letter. This letter will take the place of the copy you requested. Our records indicate that a determination letter issued in December 1976 granted your organization exemption from federal income tax under section 501 (c)(3) of the Internal Revenue Code. That letter is still in effect. Based on information subsequently submitted, we classified your organization as one that is not a private foundation within the meaning of section 509(a) of the Code because it is an organization described in sections 509(a)(1) and 170(b)(1)(A)(vi). This classification was based on the assumption that your organization's operations would continue as stated in the application. If your organization's sources of support, or its character, method of operations, or purposes have changed, please let us know so we can consider the effect of the change on the exempt status and foundation status of your organization. Your organization is required to file Form 990, Return of Organization Exempt from Income Tax, only if its gross receipts each year are normally more than $25,000. If a return is required, it must be filed by the 15th day of the fifth month after the end of the organization's annual accounting period. The law imposes a penalty of $20 a day, up to a maximum of $10,000, when a return is filed late, unless there is reasonable cause for the delay. All exempt organizations (unless specifically excluded) are liable for taxes under the Federal Insurance Contributions Act (social security taxes) on remuneration of $100 or more paid to each employee during a calendar year. Your organization is not liable for the tax imposed under the Federal Unemployment Tax Act (FUTA). Organizations that are not private foundations are not subject to the excise taxes under Chapter 42 of the Code. However, these organizations are not automatically exempt from other federal excise taxes. Donors may deduct contributions to your organization as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to your organization or for its use are deductible for federal estate and gift tax purposes if they meet the applicable provisions of sections 2055,2106, and 2522 of the Code. -2- PIMA Council on Aging Inc 86-0251768 Your organization is not required to file federal income tax returns unless it is subject to the tax on unrelated business income under section 511 of the Code. If your organization is subject to this tax, it must file an income tax return on the Form 990-T, Exempt Organization Business Income Tax Return. In this letter, we are not determining whether any of your organization's present or proposed activities are unrelated trade or business as defined in section 513 of the Code. The law requires you to make your organization's annual return available for public inspection without charge for three years after the due date of the return. If your organization had a copy of its application for recognition of exemption on July 15, 1987, it is also required to make available for public inspection a copy of the exemption application, any supporting documents and the exemption letter to any individual who requests such documents in person or in writing. You can charge only a reasonable fee for reproduction and actual postage costs for the copied materials. The law does not require you to provide copies of public inspection documents that are widely available, such as by posting them on the Internet (World Wide Web). You may be liable for a penalty of $20 a day for each day you do not make these documents available for public inspection (up to a maximum of $10,000 in the case of an annual return). Because this letter could help resolve any questions about your organization's exempt status and foundation status, you should keep it with the organization's permanent records. If you have any questions, please call us at the telephone number shown in the heading of this letter. This letter affirms your organization's exempt status. Sincerely, g~g~ John E. Ricketts, Director, TE/GE Customer Account Services