Rodel Charitable Foundation- Az C/O Arizona Community Foundation

“DONALD BUDINGER, WILLIAM BUDINGER, Lisa Budinger, AND SUSAN BUDINGER HAVE A FAMILY RELATIONSHIP. Jeff Sauter AND STEVEN SELEZNOW HAVE A BUSINESS RELATIONSHIP as officers/employees of the supporting and supported organizations.”

“The organization is managed by its supported organization, the arizona community foundation.”

“The organization has two classes of members; arizona community foundation (the supported organization) members and donor members.”

“Each class of members has the right to appoint directors to the board; however, the majority of directors shall be appointed by the arizona community foundation.”

“The affirmative vote of the arizona community foundation, and, if there are two or more donor members, the affirmative vote of at least one donor member at any annual or special meeting of members shall be required to adopt or approve the following actions: 1. Liquidation or dissolution of the corporation; 2. Merger, or consolidation or transfer of substantially all of the assets of the corporation; 3. Repeal, modification, amendment, in whole or in part, or addition to the articles of incorporation or bylaws of the corporation or adoption of new articles of incorporation or bylaws.”

“AN OUTSIDE ACCOUNTANT PREPARES THE RETURN AND SENDS A DRAFT TO THE CHIEF FINANCIAL OFFICER OF THE ARIZONA COMMUNITY FOUNDATION FOR REVIEW. SUGGESTED CHANGES, IF ANY, ARE MADE AS APPROPRIATE TO THE DRAFT BY THE OUTSIDE ACCOUNTANT. The final return is reviewed by the board of directors and signed by eITHER THE CEO OR CFO OF THE ARIZONA COMMUNITY FOUNDATION prior to filing with the IRS.”

“The Conflict of Interest policy is reviewed and approved annually by the Board of Directors of the Rodel Charitable Foundation. All Board members sign an acknowledgement that they have read the conflict of interest policy, agree to abide by it and identify any potential conflicts they may have. These acknowledgements are reviewed by the ACF advancement staff. Should any grants be presented that would give rise to a conflict on behalf of one or more Board Members; they are asked to disclose the conflict, and recuse themselves from any vote on approving the grant. All of this is also noted in the minutes of the applicable Board meeting. This procedure is followed for any other types of conflict as well. The ACF Audit and Compliance Committee has authority to investigate any situation where a conflict of interest may exist, but it was not disclosed to the Board or to ACF. They would gather all material facts and ask the individual to make an appearance before the committee to discuss the matter. Should the investigation find that a conflict of interest exists and it was not disclosed, appropriate disciplinary measures will be taken. The Audit and Compliance committee will report their results to this Board and the ACF Board.”

“The objective of the foundation's executive compensation policy is to attract, retain, motivate and reward executive officers who contribute to the foundation's success in fulfilling its mission. Accordingly, the foundation considers the following in setting executive compensation: 1) the foundation compensates executives and staff for performance, skills and competencies, development and growth, and effective visible commitment to the foundation. 2) the foundation's compensation system may include a mixture of base salary and retirement benefits as well as medical, dental and other insurance benefits. 3) the foundation's compensation system includes performance reviews and adjustments to base salary and benefits based on changes in the marketplace (subject to the foundation's financial constraints). Adjustments to individual base pay will be based on job performance including growth in mastering job competencies. All adjustments to pay will be consistent with practice in a comparable marketplace. 4) the foundation's compensation system is linked to a structured performance management system, with identifiable growth and development as well as professional achievement goals. The goals will be accompanied by identification of effective benchmarks for measuring success. 5) the foundation's compensation system should be market competitive. Generally, the foundation bases compensation as close as possible to the approriate external marketplace. 6) in setting compensation, the foundation may periodically retain the services of a professional compensation consultant to assess the reasonableness of the compensation that will be paid to the foundation's executives in light of their duties, qualifications, performance and time commitment and the reasonableness of the ranges of compensation that will be paid to all employees. In setting director and executive compensation, the foundation follows the following procedures: 1) obtain advance approval - the board of directors, the human resources committee, or a similar committee comprised of members of the board of directors (each, an "authorized body") will review and approve in advance the compensation arrangements of any director or executive of the foundation. No member of the authorized body may participate in approving the compensation arrangement if such person has a conflict of interest, as determined in accordance with the foundation's conflict of interest policy. 2) use appropriate comparability data - the authorized body will rely upon appropriate data as to comparability prior to making its determination. Relevant comparability data includes, but is not limited to, compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions; the availability of similar services in the geographic area of the foundation; current compensation surveys compiled by independent firms; and actual written offers from similar institutions competing for the services of the director or executive whose compensation the authorized body is discussing. 3) document the decision - the authorized body will document the basis for its determination concurrently with making the determination. At a minimum, the record of the compensation decision will include: a) the terms of the compensation arrangement; b) the date the compensation arrangement was approved; c) the members of the authorized body who participated in discussing the compensation arrangement and the members who ultimately voted on the arrangement; d) the comparability data relied upon by the authorized body and how such data was obtained; and e) any actions taken with respect to determination of the compensation arrangement by any member of the authorized body who had a conflict of interest with respect to the decision. If the authorized body determines that reasonable compensation for a director or executive is higher or lower than the range of comparability data reviewed, the authori”

“The organization provides a paper copy of the financial statements upon request. The organization does not proactively provide copies of its governing documents or conflict of interest policy to the public. However, if the organization receives a request from a donor or potential donor, the organization will consider the request and the circumstances surrounding the request in determining whether to provide the documents.”