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 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) To procure, restore, propagate, preserve, perpetuate, and pay for isolated natural property(ies)/habitat and archeological/historic resource sites where up to two people (from artists to Zuni) at one time per property/habitat can commune in (near pristine) nature with solitude, to establish museum(s) for displaying their attributes and foster scientific research to improve such property(ies)/habitat, while connecting with "everyman/everywoman" who care about saving land/habitat. (b) To honor, revere, experience and enjoy our predecessors' sanctified mounds, sculptured artifacts, pristine habitat, and hallowed hunting forever through preserving the balance of land, habitat, native plants and wildlife that they cherished, respected, and loved that sustained them and defined their and our etess (eternal essence). (c) To provide and protect land/habitat of solitude for "everyman/everywoman"
plus up to one human companion to tranquilly meditate etess. (e) To provide and protect land/habitat of solitude for "everyman/everywoman" plus up to one human companion to respect and honor all birds and animals and to be allowed the choice to share the hunt ("A primal part of Mother Nature's Ways," Why We Hunt, by Dennis Dunn), its plan/spirit and the most natural healthy unadulterated food from its effort, thought, skill and care as an unbroken bond with our past as the most uplifting, refreshing, and nourishing experience of life that simultaneously gives awe, meaning, and health to mind, etess, and body. (f) To contribute money, property, time, or advice to MāHUNT's subordinate entities, FNAWS, Ducks Unlimited, Pope & Young Trust Fund, Sportsmen's Wildlife Foundation, Steelhead Society, National Wild Turkey Foundation, Conservation Force, Ruffed Grouse Society, Atlantic Salmon Federation, Congress Sports Foundation, Wildlife Conservation Fund of America, Quail Unlimited, Rocky Mountain Elk Foundation, Resource Renewal Institute (Leopold), Trout Unlimited, Pheasants Forever, The Conservation Fund, and outdoor facilities of public school(s) in the area of any of MāHUNT's property(ies)/habitat and any chapters of the above 501(c)(3) organizations. (g) To ensure forever that the original property/habitat and all future property(ies)/habitat of MāHUNT stay asoora. In connection with and in furtherance of the foregoing purposes, this Corporation shall be authorized: (i) 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; (ii) To own, lease, sell, exchange, manage or otherwise deal with all property, real and personal, to be used in furtherance of these purposes; (iii) To disburse, loan, grant, or donate such funds or property to not-for-profit, tax-exempt organizations described in Section 501(c)(3) of 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 (iv) 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 a private 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. 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 from time to time in any manner as provided in the Bylaws of the Corporation. ARTICLE XII 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 or scientific 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 (f) 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 (f) herein as said Court shall determine. If none of the organizations listed in Articles III, Section (f) 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. This instrument was drafted by: |