AMENDED AND RESTATED The following have been adopted as the Amended and Restated Articles of Incorporation under Chapter 181 of the Wisconsin Statutes and shall supersede and take the place of the existing Amended and Restated Articles of Incorporation of the Corporation. ARTICLE I The name of this Corporation is Lloyd A. Schneider / Daphne H. Schneider Mounds and Habitat Uniting Native Tribes Foundation, Inc. ("MāHUNT®" or "MāHUNT®"). ARTICLE II The period of existence of this Corporation shall be perpetual. ARTICLE III This Corporation is organized and shall be operated for charitable, educational, scientific and literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The charitable, educational, scientific and literary purposes the Corporation shall include, but are not limited to, the following:
(a) Preserving Land for U + 1®. To procure, put back to wild, propagate, preserve, protect, perpetuate, and pay for isolated natural property(ies)/habitat where up to two people (from artists to Zuni) at one time per property/habitat can commune in (near pristine) nature with solitude. "Life consists with wilderness… The most alive is the wildest… In Wildness is the preservation of the World." Henry David Thoreau. "Wilderness is the place, wildness a quality. Wilderness is the violin, wildness the music." Shades of Gray by Renee Askins. "The sweetest hunts are stolen. To steal a hunt, either go far into the wilderness where no one has been, or else find some undiscovered place under everybody's nose." A Sand County Almanac by Aldo Leopold. "We can judge the head of man by his treatment of wild animals' habitat." James A. Schneider "It is my view that every American should have a place close by where he or she can enjoy the wonders of the natural environment." Former Wisconsin Governor Gaylord Nelson "…that never had there been so rare a day, or so rich a solitude to spend it in." A Sand County Almanac by Aldo Leopold. "Writers need solitude to create…I know it is essential to the process." Peter Barnes.
(b) To provide land/habitat of solitude for "everyman/everywoman" plus up to one human companion to: (1) tranquilly meditate etess (eternal essence); "There are certain things that cannot be enjoyed by everybody. If everybody tries to enjoy them, nobody gets any pleasure out of them." Robert Marshall "Everybody knows, for example, that the autumn landscape in the north woods is the land, plus a red maple, plus a ruffed grouse. In terms of conventional physics, the grouse represents only a millionth of either the mass or the energy of an acre. Yet subtract the grouse and the whole thing is dead. An enormous amount of some kind of motive power has been lost." A Sand County Almanac by Aldo Leopold. "Wilderness…the origins of cultural inheritance…something to be loved and cherished, because it gives definition and meaning to his life. A Sand County Almanac by Aldo Leopold. "Common sense and experience tell us that hiking in the wild or working in a garden can be emotionally restorative. Now, scientists are beginning to understand why: gardening � or simply observing a lush landscape - holds a powerful ability to promote measurable improvements in mental and even physical health…One study…found that people who were exposed to nature recovered from stress more quickly than others who weren't: what's more, the positive effects took hold within just a few minutes. Our earliest ancestors, Dr. Ulrich theorizes, likely needed a way to swiftly recover from a taumatic experience such as a hunt, a battle or an attack from a wild animal. You can imagine that those who could look out at the open savannah, seeing its safety and tranquility, and quickly feel calm but also alert to their environment would likely have a survival benefit over others." Wall Street Journal (August 26, 2003, p. D1). To "An ancient hunter-gatherer…Game was a sacred gift for appropriate and humble behavior." The Spirit of Hunting by Ted Kerasote. "His fishing was…. a sort of solemn sacrament and withdrawal from the world,…" Henry David Thoreau "A week on the Concord and Merrimac Rivers" (1849) "Remember that with large corporations and rich individuals gobbling up property to keep everyone out and conservancies, big government and its agencies devouring land through purchase and eminent domain condemnations to let everyone or no one in, there must be places preserved for "everyman/everywoman" plus one human companion to use unbothered by his/her brethren." James A. Schneider
(c) To directly and indirectly educate the public (especially children and young adults) of the importance and sanctity of past and continued ethical regulated licensed hunting in the United States of America. "Hunting partakes directly in Nature's sacrament � transcending a vacuous voyeur to a guiding guardian." James A. Schneider "This much at least is sure: my earliest impressions of wildlife and its pursuit retain a vivid sharpness of form, color, and atmosphere that half a century of professional wildlife experience has failed to obliterate or to improve upon…I cannot remember the shot; I remember only my unspeakable delight when my first duck hit the snowy ice with a thud and lay there, belly up, red legs kicking." A Sand County Almanac by Aldo Leopold. "The outstanding characteristic of every body of water I have ever fished was that every creature in it was trying to kill and eat other organisms and avoid being eaten itself…yet Pete Bodo insists on chastising fisherman who kill fish. He does not understand the difference between a trout stream and an aquarium." Tom Jarcho "In a civilized and cultivated country, wild animals only continue to exist at all when preserved by sportsmen. The excellent people who protest against all hunting and consider sportsmen as enemies of wildlife are ignorant of the fact that in reality the genuine sportsmen is, by all odds, the most important factor in keeping the larger and more valuable wild creatures from total extermination." President Theodore Roosevelt "Where hunting takes place, wildlife thrives because sportsmen shoulder the financial burden of conservation efforts." Rob Sexton � V.P. U.S. Sportsmen's Alliance Foundation. "perhaps the hunter is the greatest friend of animals hunted, not excepting the Humane Society." Henry David Thoreau "Walden" (1854)
(d) To ensure forever that the original property/habitat and all future properties/ habitat of MāHUNT stay asura. "asura….natural, … Usually to do with some required change impossible to achieve from within. A non-predictable variable; a wildness." Iain M. Banks, "Feersome Edjinn" p. 64. "The elemental simplicities of wilderness travel were thrills not only because of their novelty, but because they represented complete freedom to make mistakes. The wilderness gave them their first taste of those rewards and penalties for wise and foolish acts which every woodsman faces daily, but against which civilization has built a thousand buffers." A Sand County Almanac by Aldo Leopold.
(e) To establish museums: (1) virtual (initially, at www.mahunt.org-Museum); for collecting, maintaining, and educating/showing/displaying/distributing or selling to the public examples/visuals of/and art depicting the wildlife/habitat and flora/fauna over and on MāHUNT’s properties/habitat or particularly associated with North America, hunting, artifacts, and our predecessors and their progress and experiences on wild lands. "Poets sing and hunters scale the mountains primarily for one and the same reason, the thrill to beauty. Critics write and hunters outwit their game for one and the same reason, to reduce that beauty to possession." Aldo Leopold "We begin with the simplest and most obvious: the physical objects that the outdoorsman may seek, find, capture, and carry away. In this category are wild crops such as game and fish, and the symbols or tokens of achievement such as heads, hides, photographs, and specimens. All these things rest upon the idea of trophy. The pleasure they give is, or should be, in the seeking as well as in the getting. The trophy, whether it be a bird's egg, a mess of trout, a basket of mushrooms, the photograph of a bear, the pressed specimen of a wild flower, or a note tucked into the cairn on a mountain peak, is a certificate. It attests that its owner has been somewhere and done something---that he has exercised skill, persistence, or discrimination in the age-old feat of overcoming, outwitting, or reducing-to-possession. These connotations which attach to the trophy usually far exceed its physical value." A Sand County Almanac by Aldo Leopold. "…the bear was considered to be the mightiest predator of the Alps, and hunting it down was considered to be the most dangerous adventure for a huntsmen…Fur, claws and fangs of the bear were the most desirable hunting trophies of all. Even today, certain gentlemen in front of Buckingham Palace wear their bearskin caps with pride." Konrad Spindler "The Man in the Ice" describing the cap found on the hunter trapped in a glacier in the Alps 5,000 years ago.
(f) To foster scientific research to improve the habitat/wildness/health of MāHUNT’s or similar properties/habitat. "as mass-use increases, it tends to push the whole gamut of conservation…a state of harmony between men and land…toward the artificial end and the whole scale of trophy-values downward." A Sand County Almanac by Aldo Leopold. "Our children, their children and their children's children must have areas preserved for solitude. Asphalt cannot be the last crop." James A. Schneider
(g) To contribute money, property, time or advice to: (1) In the name of MāHUNT:
and outdoor facilities of public school(s) in the area of any of MāHUNT’s properties/habitat and/or the local/regional chapters of the above Code Section 501(c)(3) organizations.
(h) To make grants to the McFarland High School for the purpose of awarding a scholarship to a graduating student for college/university education and boarding expenses for up to four years who excels in athletic, academic, acting/oratory, and legal ethical hunting activities, regardless of family or personal wealth. In connection with and in furtherance of the foregoing purposes, this Corporation shall be authorized: (1) To solicit contributions and grants, receive, obtain, control, hold, administer, invest and reinvest and disburse such funds and property of any type as may be received or leased by the Corporation, either absolutely or in trust, from gifts, bequests, devises, grants, contributions, or otherwise, and the earnings and increments thereof for the purposes herein described; (2) To own, lease, lend, sell, exchange, manage, divide, rezone, petition or vote for annexation of part or all of any of its property/habitat, or otherwise deal with all property, real and personal, to be used in furtherance of these purposes; (3) To disburse, loan, grant, or donate such funds or property to not-for-profit, tax-exempt and/or governmental organizations described in Sections 501(c)(1) and 501(c)(3) of the Internal Revenue Code of 1986, as it may be further amended from time to time (the "Code"), as the Board of Directors of the Corporation elects to support for the purposes herein described to the extent permitted by law; and (4) To engage in any and all lawful activities incidental, useful or necessary to the accomplishment of the above-referenced purposes. ARTICLE IV No part of the property, net earnings or net income of this Corporation shall inure to the benefit of, or be distributable to, any private individual, or member, Officer or Director of the Corporation; provided, however, that reasonable compensation may be paid for services rendered to or for the Corporation, and the Corporation is authorized and empowered to make payments, reimbursements and distributions to individuals (including caretakers) in furtherance of the purposes set forth in Article III hereof. Except to the extent consistent with the Corporation's purposes and permitted by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, no substantial part of the activities of the Corporation shall be the carrying on of propaganda, lobbying or otherwise attempting to influence legislation. The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of (or in opposition to) any candidate for public office. Notwithstanding any other provisions of these Articles of Incorporation, the Corporation shall not conduct, carry on or engage in any activities not permitted to be conducted, carried on or engaged in by (a) an organization exempt from federal income tax under Section 501(c)(3) of the Code and its regulations as amended from time to time; or (b) an organization, contributions to which are deductible under Section 170(c) of such Code and Regulations, as amended from time to time. The Corporation shall be a public charity, but if at any time that the Corporation is either a private foundation or a private operating foundation as defined in Section 509 of the Code, the Corporation: (a) Shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed in Section 4942 of such Code; (b) Shall not engage in any act of self-dealing as defined in Section 4941(d) of such Code; (c) Shall not retain any excess business holdings as defined in Section 4943(c) of such Code; (d) Shall not make any investments in a manner as to subject it to tax under Section 4944 of such Code; and (e) Shall not make any taxable expenditures as defined in Section 4945(d) of such Code; and (f) The Corporation shall not be controlled, directly or indirectly, by one or more disqualified persons (as defined in Code Section 4946) other than foundation managers. ARTICLE V The Corporation shall be a Membership organization. The rights and responsibilities of the Members shall be as stated in the Bylaws of the Corporation. ARTICLE VI The principal office of the Corporation shall be located at:
ARTICLE VII The name and address of the initial registered agent is:
ARTICLE VIII The affairs of the Corporation shall be managed by a Board of Directors. The number of Directors constituting the initial Board of Directors shall be three (3). Directors shall serve for terms as provided in the Bylaws of the Corporation. The names and addresses of the initial Directors are as follows:
ARTICLE IX The name and address of the incorporator is:
ARTICLE X Bylaws of the Corporation shall be adopted by the Board of Directors in such form as they may choose, consistent with these Articles of Incorporation. ARTICLE XI These Articles of Incorporation may be amended in the manner authorized by the Wisconsin Statutes from time to time as provided in the Bylaws of the Corporation. ARTICLE XII The Corporation shall not discriminate in its hiring practices, in the compensation of its employees, in carrying out its charitable, educational, scientific, or literary purposes, or in any other manner on the basis of race, creed, color, handicap, marital status, gender, sexual orientation, national origin, or ancestry, as those terms are defined in Chapter 111 of the Wisconsin Statutes. ARTICLE XIII In the event that the Corporation shall be liquidated and dissolved, all of its assets remaining after payment and discharge of its duties, obligations and liabilities shall be distributed, in such proportion as the Board of Directors shall determine, to any organization or organizations, including trusts, organized and operated for charitable, educational, scientific, or literary purposes consistent with those listed in Article III hereof, provided that such entities covenant (under penalty of forfeiture to another organization listed in Article III above) to maintain the then current natural state of the property(ies)/habitat and provide admittance and hunting in the same manner prescribed in Article III, hereof. Provided further, that no portion of the assets shall be distributed to any organization that is not described in Section 501(c)(3) of the Code, and further provided that if, at the time of dissolution, no organization exists that has as a purpose such as those described in Article III, the remaining assets shall be distributed to such other organizations listed in Article III, Section (g) herein, as may be selected by the Board of Directors. Any such assets not so disposed of shall be disposed of by the Circuit Court in which the principal office of the Corporation is then located, exclusively for the purposes described in Section 501(c)(3) of the Code to such organization or organizations listed in Article III, Section (g) herein as said Court shall determine. If none of the organizations listed in Articles III, Section (g) exists at the time of dissolution, to other Section 501(c)(3) organizations consistent with the purposes of the Corporation as said Court shall determine. ARTICLE XIV The foregoing restated Articles of Incorporation do not contain any amendment requiring approval by any person other than the Board of Directors, and the Board adopted the Restated Articles as of December 31, 2003 in accordance with Section 181.1002 of the Wisconsin Statutes. Executed as of the 31st of December, 2003.
This instrument was drafted by:
Johanna J.
London, Esq. |