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AMENDED AND RESTATED AMENDED AND RESTATED The following have been adopted as the Amended and Restated Bylaws under Chapter 181 of the Wisconsin Statutes and shall supersede and take the place of the existing Bylaws of the Corporation. ARTICLE I 1.1 Definition of Corporation. The Corporation, as such term is used herein, shall mean Lloyd A. Schneider/Daphne H. Schneider Mounds and Habitat Uniting Native Tribes Foundation, Inc. (also hereinafter referred to as "MāHUNT") unless otherwise specifically provided herein. 1.2 Principal and Business Offices. The Corporation may have such principal and other business offices either within or outside the State of Wisconsin as the Corporation's Board of Directors (the "Board") may designate or as the business of the Corporation may require from time to time. The initial principal and business office shall be:
1.3 Registered Office. The Corporation shall maintain a registered agent in the State of Wisconsin. The identity and address of the registered agent of the Corporation may be changed from time to time by resolution of the Board and the filing of a statement with the State of Wisconsin pursuant to the relevant provisions of Chapter 181 of the Wisconsin Statutes ("Chapter 181"). The initial registered agent shall be:
ARTICLE II 2.1 Purpose. 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 or literary purposes of 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 and protect 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 An emphasis of fostering and maintaining a calm, quiet atmosphere on the property(ies)/habitat (except infrequent hunting shots) at all times will ensure the tranquility and minimal disturbance of wildlife and encourage a peaceful mind and health through thinking "calm brain, no pain" for the humans on the property(ies)/habitat. Entrants to these property(ies)/habitat should be afforded authentic liberation and genuine pleasure rather than a mere distraction or escape. An example of such liberation/meditation could be the particularly special focus of fly fishing (another holy hunt) on Mud Lake (which abuts the property of the Corporation's Dunn #1) where learning to fly cast a popper for bluegills and black bass may baptize a lover of nature as a precursor for fly fishing trout, steelhead, and Atlantic salmon with a dry or wet fly. Lloyd A. Schneider died of leukemia on January 25, 1998. In 1988, his doctor discovered his cancer and told him that he had two years to live and that he should enjoy life, since there was little that could be done for him. His two year sentence was commuted -- he enjoyed ten more wonderful years of active life, not as a result of miracle drugs, chemotherapy, radiation, or other forms of traditional medicine, but from directly experiencing nature alone or with a loved one -- his son James. Each time that his white blood count would rise to the point where chemotherapy was recommended as a way to prolong his life (if you call it a life when and after a person goes through chemotherapy), James would say to Lloyd, "Dad, lets go fishing in British Columbia" or "Dad, lets go to Montana to enjoy the mountains and hunting." After the one or two week respite from life's frantic pace and people who always needed his professional trusted help (he was an attorney in a small town), he would have his white blood cell count taken. The doctor's response was one of awe and bewilderment. The doctor would say, "This cannot be, your white blood count has dropped in half over the past three weeks -- it is not possible, but, whatever you are doing, keep doing it." Was it being surrounded by a loved one, doing what he loved that restored and invigorated his health? Was it the fresh mountain air or the running water of the rivers creating ions making his brain feel pleasure? Was it the hunt for a fresh wild steelhead trout returned unharmed to its lair after pulsing the fly rod or for a bird or deer harvested for the healthiest meat? Was it the elimination of the demands of others that needed his help? He believed that it was the solitude in (near) pristine nature combined with a return to the means our ancestors used to procure their sacred supply in the positive vibrations of love from within and without from a significant human companion. MāHUNT shall afford such properties/habitat. Just as Caravaggio replaced kneeling rich patron donors in his painting with two poor, working class, regular members of society, MāHUNT seeks property/habitat as richly beautiful as Caravaggio's paintings where up to two (2) non-rich "everypersons" are allowed to acknowledge/experience the importance of the balance and awe of Nature. The entire year (except for all Mondays when caretakers shall exercise their duties) (beginning January 1st following each September 15th of the past year (e.g., the free draw and blind cash bid deadline)) will be available for a free draw for no cost of admittance for any American citizen not convicted of a felony or any willful (non-minor) hunting/fishing violation for any consecutive Friday, Saturday, and Sunday of the year to be joined by up to one human companion to commune per property. The highest blind cash bid will be accepted from any American citizen not convicted of a felony or any willful (non-minor) hunting/fishing violation for any consecutive Tuesday, Wednesday, and Thursday of the year to be joined by up to one human companion to commune per property. The following MāHUNT properties/habitat:
shall be available during the Viewing Educational Period for up to two people at one time per property to commune in (near pristine) nature with solitude as sanctified sites (no hunting/trapping permitted) from January 1 through August 31, except April 15 through May 15 for Dunn #3. Approximately one-third of each year's entrants to the properties/habitat may hunt during the legal hunting season, but they have the freedom to just enjoy the scenery, imbibe the tranquility, and absorb the solitude. The following MāHUNT properties/habitat:
shall be available during the Guardian Educational Period for up to two people at one time per property to commune in (near pristine) nature with solitude as sanctified sites and to hunt/trap ethically and legally from September 1 through December 31, plus April 15th through May 15th for Dunn #3. Each reverent hunt (especially with bow and arrow) also links us to our predecessors on this land who left their arrowheads (many found on the original property of MāHUNT are expected to be displayed in the museum mentioned in Section e below) as tangible holy grail of their communion with the blood of death and life (nature's code of kill or die) and who preserved wild turkey feathers like the Zuni of today for holy prayer sticks. "Everyman/everywoman" must remember that the hunt can be successful, satisfying, and wholly enjoyable without killing, although that must be one of the pursuits. The honing, magnifying, sensitizing, and alerting of all of "everyman/everywoman's" senses during the hunt should carry over to his/her meditative time and every day expertise in serving as a focused sentinel of nature's holy essence. Wild game meat from the hunt (New York Times, May 2001) provides humans with low fat (3%-4% like fish) and the least polluted, organic, growth-hormone free and antibiotic free (nearly one-half of the 50 million pounds of antibiotics produced in the United States are used in farm animals, mostly as food additives to promote growth) source of omega-3 fatty acids, which are used by our bodies to produce supple thinner cell walls instead of omega-6 fatty acids which produce brittle thicker cell walls. In recent scientific studies omega-3 fights heart disease, protects against colon and prostate cancer while reducing episodes of mania and depression. Even beluga whale skin (Maktaag) harvested by the Inuit in the Arctic Ocean has been found to dramatically reduce cholesterol and heart disease (50% lower than the Quebec average) among perceived high risk Salluit. The oldest man in America (No.2 on the world's oldest male list as of December 2003) recalled on his 113th birthday when he was 100 years old and went hunting with his grandchildren and bagged a deer. These hallowed hunts will also lower the $1.2 billion of property damage to cars per year in the United States from automobile collisions with deer, wild turkeys, and eagles (feeding on roadkill deer) and lessen wasted animals and the attendant annual over 29,000 injuries and over 200 fatalities to humans. Deer kill more people in the U.S. than do all commercial airlines, trains, and bus accidents combined in a typical year. These hallowed hunts also save states like Wisconsin the more than $500,000 spent in 2000 to pick up 30,000 road kill deer carcasses in addition to the over 13,000 deer killed by cars that motorists legally recovered (and were not wasted). Legal trapping (another holy pursuit, especially to restore the balance of Nature's predators) shall be permitted on all of the Corporation's property(ies)/habitat where legally allowed. Delta Waterfowl trapped predators (skunks, raccoons, and foxes) in 2002 to compare wild duck nesting success in ten (10) predator � controlled 640 acre sites versus comparable sites without predator control � successful nesting which averaged 20.6 percent where no predator control occurred doubled to 42 percent on predator-controlled blocks. Legal ethical trapping harvests a renewable energy-saving resource far more humanely than Nature's slow agonizing death of starvation or overpopulation-induced disease like the mange. Its symbolism of the independence of the frontier and importance of wild places helped Ben Franklin procure aid and assistance from the French to secure America's democratic freedom from King George III. Ben Franklin's depiction on the $100 dollar bill with an ample full fur collar exemplified an obvious source of pride and practicality in a new nation until revisionism caused its removal in 1996. The Board shall have the right to sell any and all property(ies) if any direct education of this Section (b) above is prohibited by law on any of the Corporation's property(ies)/habitat. The new owners shall have the right to develop such purchased properties to the full extent provided by law and to the extent allowed under any previous sale or grant of property development rights. In every circumstance (except selling any property(ies) or maximizing the value of the properties without forfeiting the right to hunt, trap, or fish on any substantial part of any property/habitat where hunting is permitted under the then existing special rules), the Corporation should resist and fight any eminent domain condemnation and/or annexation to where hunting/trapping is not permitted on any and all of the Corporation's properties/habitat.
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 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) The public will be given an opportunity to learn to cherish and glorify hunting's etess both directly by the ritual of legal hunting on these properties/habitat or indirectly through hearing/viewing talks, radio, TV, newspapers, films, videos, books, articles, pictures, cartoons, websites or any other forms of communication or research/studies. Emphasis will be placed on remembering and honoring hunter's and hunting's essence of self-reliance in building this country, molding the American character, and nurturing our independent spirit, in taking care of wildlife/habitat like no other group, in spawning and being a force for conservation, in practicing freedom of religion, and in nurturing democracy for all -- rich and poor. Hunters are largely responsible for the creation of the National Wildlife Refuge System and have funded acquisition of nearly seventy percent (70%) of its 93 million acres. While he was hunting, President Theodore Roosevelt (a Nobel Peace Prize winner) was inspired to create our national park and refuge systems, and thus, were born Yellowstone and untold other national parks and refuges which conserve our nation's wild heritage and resources. Hunting organizations provide more wildlife funding for conservation than all others in society combined and more for non-game animals/birds than all others combined. The PBS program, "The Journey of Man," sighted Dr. Spencer Wells' "Where Do We Come From" revelation that the quantum leap in human thinking first occurred in Songe Bushmen in Africa. Their hunting spawned (1) inventing language to coordinate (mouth clicking), (2) upgrading stone arrow points to bone points, and (3) perfecting tracking for animal pursuit. The Metropolitan Museum of Art in New York City featured an ancient Egyptian art exhibit in 2000. The Pharaoh was depicted with a bow and arrow hunting game. The curator imparted the special nature of the hunt with a bow � only the Pharaoh (the gods' direct ambassador) was allowed to hunt wild game with a bow. No one else could perform that preferred rite. All legal ethical hunters can be kings today, since we have the freedom to hunt with a bow and arrow for wild game during the legal hunting season. Archeologists believe the Egyptians probably used a rod for fishing around 1400 B.C. Approximately 1,600 years later the first written reference (about 200 A.D.) to flyfishing in Aelian's Natural History recorded observing the Macedonians fishing. The legacy that London's famous parks of today were initially hunting areas preserved from development by hunters (royalty) must endure: 1. St. James Park was the King of England's favorite deer and waterfowl hunting area in the 1600's, while 2. Hyde Park/Kensington Palace area were a special waterfowl hunting areas for the King of England in the 1700's. Although these hunting areas became encompassed by urban London, utilized by the multitudes at one time, and hunting dropped from their use, the property(ies)/habitat of the Corporation, even if it becomes surrounded by suburban or urban sprawl shall continue to be used for hunting and communing, but in no event by more than two people at any one time. Like the Statue of Liberty's symbol of democratic freedom for all citizens in the United States of America, hunting on the Corporation's property(ies)/habitat must remain available to all Americans (except those convicted of a felony or any willful (non-minor) hunting/fishing violation), thereby linking us today with the French that gave us the Statue of Liberty and the peasants that did not join the French Revolution for democracy until they were promised the right to hunt, since previously hunting had only been the purview of property owners (the rich). In America, during the late 1800's and early 1900's, three birds became nearly extinct � the ivory billed woodpecker, the passenger pigeon, and wild turkeys/ducks. The ivory billed woodpecker's advocates would be called environmentalists. No one hunted ivory billed woodpeckers, so as its habitat dwindled, and without hunters as supporters, environmentalists' absence of advocation or existence meant no one stopped their extinction. Passenger pigeons (although sporadically sport hunted) were shot by business/cash minded pursuers that loaded wagons with their carcasses after they lit in trees so thickly that they broke the branches. Businessmen failed to stop their complete absence from the landscape. Wild turkeys, ducks, and geese were hunted by businessmen for cash and also hunters for sport. When these birds' numbers plummeted to almost extinction (fewer than 30,000 wild turkeys in the 1890's), businessmen did nothing to replenish them, while hunters formed organizations to reintroduce them to areas where they were completely eliminated, improve their habitat, and impose no hunting and then limited hunting until they reached a balance in nature. Today, there are more wild turkeys in America (over 5,000,000 according to NWTF vs. less than 30,000 in the 1890's) than at any time in our history, and wild ducks (over 105,000,000 today from 55,000,000 in 1985) and geese have been brought back to large numbers. Without licensed ethical hunters supporting the cause of wild preserved properties/habitat, wild turkey/ducks/geese would be like the environmentalists' ivory billed woodpecker and business' passenger pigeon � extinct. Legal trapping (a holy hunt) shall be respected just as Sacajawea (the heroine who saved Lewis and Clark) is now and was when she trapped, dressed the skins and made the ermine and weasel coats that saved Lewis and Clark. The Sierra Club Canada has realized the detrimental devastating effect on Northern Canada's pristine environment of boycotts against legally trapped wild furs which forced the vacancy of trapper guardians. Its executive director (Elizabeth May) in 2003 proposed that fur trapped by Canadian Natives be labeled as such to promote their acceptance among environmentally minded consumers. As Yekaterina Dyogot (curator of the Russian pavillion at the 2001 Venice Biennale) said regarding "the contradictions of modern times" of a featured Russian video art display focusing on wearers of fur coats in Russia: "a fur coat is …to disguise yourself as a beast means showing yourself off as a decent human being. Which also means not just to secure yourself from the cold, but other human beings."
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. "First there was hunting. Then there was gathering. Then there was collecting. It's not too far a stretch to imagine some Cro-Magnon connoisseur hoarding the same dinosaur bones Microsoft's Nathan Myhrvold keeps today in his giant warehouse in Redmond, Wash. And for many of the same reasons:
Just as the respected hunters of the Ohlone Indians of coastal northern California were buried with their trophies (shells and feathers to travel with and to fly by for a safe journey in the afterlife and polished elk bones and eagle claws), MāHUNT’s collection shall include mounts of trophy game animals and birds and provide feathers (that are to be given to visitors to aid them in flying across the chasm from unfounded abhorrence/disrespect of legal ethical hunting to internalizing the facts of hunting and it's importance in the balance of Nature and link to human's etess). MāHUNT’s museums/mounts/art are intended to expose the faux reality, veracity challenged, and politically correct anthropological visual caricatures of the 20th and 21st centuries like Caravaggio expunged the Mannerists' (post Leonardo da Vinci) exaggerated over-sized figurative art of the 16th century and as Damien Hirst made distinctions and cut through the pap of plastic pop art of the 20th century and returned the light to "Andy Warhol's eclipsing the seriousness of art." In all three instances, the primal reality of life's cycle and the potential of implied violence makes us aware of life's fragile balance and its need for constant protection and nurturing in the urgent context of our own mortality. MāHUNT’s mounts of trophies should celebrate directly wild animals and "the hunt" like Bernini's Narwhale tusk thrusting skyward from his marble horsehead sculpture (the Borghese in Rome), the Vatican's marble Belvedere Hercules (Greek � discovered in the 1500's) and the Dice Polares' (1800 copy of it) featuring Hercules, his club and the lion's full body cape, and the Vatican's adjacent room of marble mounted animals captured in movement. Just as the 2001 Berlin Biennale's most moving art piece was filmed by a "stationary camera fixed on a magnificent Japanese landscape as fog blows over it, hiding, then revealing details" with "leisurely conversation about the relationship of an animal with mankind" (Wall Street Journal, June 4, 2001), MāHUNT’s videos of a hunter's eye view of everchanging landscape and his/her relationship with the living habitat and wildlife will reveal his/her etess when in balance with Nature.
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 scholarship grants to McFarland High School to be awarded to up to one (1) graduating student for college/university education and boarding expenses for up to four (4) years who excels in athletic, academic, acting/oratory, and legal ethical hunting activities, regardless of family or personal wealth. Beginning after the demise of all three original members of the Board of Directors (Daphne H. Schneider, Barbara Brookins-Schneider, or James A. Schneider), a majority of the Board shall each year choose up to one student from the graduating class of McFarland High School to receive a yearly scholarship for his/her total public or private college/university educational and boarding expenses (subject to a maximum of $30,000 per year � adjusted for inflation: U.S. CPI or other comparable index annually cumulative up or down from the time of the first such scholarship grant by MāHUNT) for up to four (4) years, so long as the selected graduating student demonstrates at least a pro-rata progress towards graduation in each year of that four year period. Such scholarship grant recipient shall be the best candidate regardless of gender, race, or creed or lack thereof satisfying all the following criteria: (1) an outstanding athlete in at least two high school sports; This scholarship shall be entitled "The James A. Schneider Outstanding Renaissance Conservationist Scholarship." Such scholarship shall be announced by such name and awarded at each McFarland High School annual graduation ceremony, if a candidate is chosen. The James A. Schneider Outstanding Renaissance Conservationist Scholarship shall not be awarded in any year if any of the following exist: (1) no student satisfies all the above criteria in any year; 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 properties/habitats, 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 organizations described in Sections 501(c)(1) and 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") as the Board 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 III 3.1 Membership. There shall be only one (1) class of Members in the Corporation. Any responsible individual or organization approving of the objectives of the Corporation shall be eligible for membership without discrimination to age, race, gender, religious beliefs or sexual preference. There shall be no limit on the number of members of this Corporation. Membership is allowed once dues are paid as required by the Board. 3.2 Voting Rights. Members shall not have voting rights. 3.3 Transferability of Membership. Membership in the Corporation is not transferable. ARTICLE IV 4.1 Number. The business and affairs of the Corporation shall be governed by a Board consisting of three (3) persons. These Bylaws may be amended to enlarge the number of Directors, except that the number of Directors shall not be reduced to less than three, except during a period of vacancy before replacing such vacant Director or a leave of absence. 4.2 Tenure; Compensation and Qualification. The initial Directors shall be specified in the Articles of Incorporation of the Corporation. These initial Directors shall hold office until his/her successor shall have been elected or qualified or until he/she resigns, is no longer alive, or is unable to serve for any reason. The initial Directors shall receive no compensation for serving as a Director of the Corporation, but shall be entitled to reimbursement for all expenses incurred while working on behalf of the Corporation. A Director may resign at any time by filing his or her written resignation with the Secretary of the Corporation. Upon the resignation or inability to serve for any reason of a Director or when such Director is no longer alive, such Director shall be replaced by such Director's designee. If no designee is appointed by a Director, or if a Director is removed pursuant to Section 4.3 herein, the remaining Directors shall elect a replacement Director by unanimous vote of all remaining Directors within three (3) years of such vacancy. Any Director, following initial Directors and except as appointed under Section 4.11 herein, must have held (at the time of appointment and thereafter to remain a member of the Board) and provide to the Secretary a copy of a valid hunting license issued by any state in the United States in at least one (1) of the three (3) previous years and hunted and bagged birds or game (with pictures and an affidavit for proof) legally under said license during its valid period. 4.3 Removal. A Director may be removed from office for cause by a unanimous vote of the remaining Directors. For purposes of this Section 4.3 "for cause" shall mean any action whatsoever on the part of a Director which would be deemed to be egregious or harmful to the Corporation, jeopardize the Corporation's 501(c)(3) status, be detrimental or suggestive of prohibiting, as of the date hereof, legal, ethical and licensed hunting/trapping on any of the present or future property/habitat owned, controlled or occupied by the Corporation, or countervailing to any purposes of the Corporation stated herein. Any Director, appointed after the initial Directors, and, except as appointed under section 4.11 herein, will be automatically removed from office for failing to provide the copies or proof specified in section 4.2 above. 4.4 Regular Meetings. The Board may provide, by resolution, for the time and place for the holding of regular meetings without other notice than such resolution. 4.5 Special Meetings. Special meetings of the Board may be called by or at the request of the President or any two (2) Directors (or by one (1) Director if two or fewer Directors are then serving). The President or any two Directors calling any special meeting of the Board may fix any place as the place for holding any special meeting of the Board, and if no other place is fixed the place of meeting shall be the principal business office of the Corporation. 4.6 Notice; Waiver. Notice of special meetings of the Board shall be given by telephone, written notice delivered personally, mail, or facsimile transmission to each Director at his or her business address or at such other address as such Director shall have designated in a writing filed with the Secretary. Notice in the case of telephone, personal delivery or facsimile transmission shall be given not less than sixty (60) days prior to the time of the meeting. If mailed, such notice shall be delivered at least sixty (60) days prior to the meeting and shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Whenever any notice whatever is required to be given to any Director of the Corporation under the Articles of Incorporation, as amended (the "Articles of Incorporation") or Bylaws, as amended (the "Bylaws") or any provision of law, a waiver thereof in writing, signed either before or after the time of meeting, by the Director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the specific purpose of objecting because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting. 4.7 Quorum. Except as otherwise provided by law, by the Articles of Incorporation or the Bylaws, a majority of the number of Directors then serving shall constitute a quorum for the transaction of business at any meeting of the Board. For example, if there is only one (1) member of the Board alive such member shall constitute a quorum. 4.8 Manner of Acting. The unanimous action of all Directors in office, shall be an "Act" of the Board, unless otherwise specifically provided by these Bylaws. Notwithstanding anything hereof to the contrary, a majority vote of Directors present at a meeting at which a quorum is present, is required for action under the following sections of the Bylaws:
4.9 Policies and Procedures. An Act of the Board is required to adopt Policies and Procedures for operating the Corporation and its property(ies)/habitat including General and Special Rules for each property/habitat. Such Policies and Procedures and General and Special Rules may not be altered except by an Act of the Directors. 4.10 Conduct of Meetings. The President, and in the President's absence, any Director chosen by the Directors present, shall call a meeting of the Board to order and shall act as the chairperson of such meeting. The chairperson may appoint any Director or other person to act as secretary of the meeting. 4.11 Vacancies. Any vacancy occurring on the Board, including a vacancy created by an increase in the number of Directors, may be filled by an Act of the Board. If only one (1) Director is alive at such date, he/she shall serve as sole Director until he/she appoints another one (1) or two (2) Directors. If no Directors are then in office, Natasha Brookins, of Berkeley, California, Anne Pelkey, 1426 N. Westfield Rd., Middleton, Wisconsin, and Luke Hellerman, of Madison, Wisconsin (presently employed by Strand Associates, Inc., of Madison, Wisconsin) shall be appointed Directors and Officers (President, Executive Vice President-Treasurer, and Senior Vice President-Secretary, respectively, and in descending order of rank), having full authority hereunder. Natasha Brookins and Anne Pelkey shall be exempt from the Section 4.2 hunting license and proof of bagged birds or game requirement. Should any of Natasha Brookins, Anne Pelkey, or Luke Hellerman decline to serve or fail to attain the criteria to serve as Director of MāHUNT, the remaining one or two shall be appointed Directors having full authority hereunder, and shall become the next highest ranking officer available listed above. If no such Directors (namely, Natasha Brookins, Anne Pelkey, and Luke Hellerman) are able to serve, then Johanna London and Steve Small (presently employed by Strand Associates, Inc. of Madison, Wisconsin) shall be appointed Directors and Officers (President and Secretary, respectively) and shall appoint an additional Director at the next regular meeting of the Directors or by resolution, but in no event more than one year from the date of his/her acceptance of appointment as such Director. Johanna London shall be exempt from the Section 4.2 hunting license and proof of bagged birds or game requirement. Should either of Johanna London or Steve Small decline to serve or fail to attain the criteria to serve as Director of the Corporation, the remaining one shall be appointed Director and President having full authority hereunder. If both Mr. Steve Small and Johanna London do not become a Director, then James McCarthy (presently employed by Strand Associates, Inc. of Madison, Wisconsin) shall be appointed Director and shall appoint two (2) additional Directors at the next regular meeting of the Directors or by resolution, but in no event more than one year from the date of his acceptance of appointment as such Director. If James McCarthy does not become a Director, then Joe Wright of Madison, Wisconsin (presently a partner of Stafford, Rosenbaum in Madison, Wisconsin) shall be appointed Director and shall appoint two (2) additional Directors at the next regular meeting of the Directors or by resolution, but in no event more than one year from the date of his acceptance of appointment as such Director. Such Directors shall receive for their thought, work, and endeavors on behalf of the Corporation in the spirit intended by the Article and the Bylaws of the Corporation, as amended prior to their date of appointment: (1) reasonable compensation (which in aggregate shall not exceed $4.00 per $1,000 of the Corporation's prior calendar yearend's fair market value of gross assets plus five percent (5%) of the prior calendar year's gross investment income�such reasonable compensation shall be paid sixty percent (60%) to the President, thirty percent (30%) to the Treasurer, and ten percent (10%) to the Secretary on June 1st of each year) plus (2) reimbursement of all expenses incurred. 4.12 Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless he or she files his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. 4.13 Unanimous Consent Without Meeting. Any action required or permitted by the Articles of Incorporation or Bylaws or any provision of law to be taken by the Board at a meeting or by resolution may be taken without a meeting if a consent in writing setting forth the actions so taken, is signed by all the Directors then in office. 4.14 Telephonic Meetings. Any action required or permitted by the Articles of Incorporation or Bylaws or any provision of law to be taken by the Board at a meeting may be taken through the use of any means of communication by which (a) all participating Directors can simultaneously hear each other during the meeting or (b) all communication during the meeting is immediately transmitted to each participating Director and each participating Director is able to immediately send messages to all other participating Directors. 4.15 Committees. An Act of the Board may create committees having such powers as are permitted by these Bylaws, the Articles of Incorporation, the Wisconsin Nonstock Corporation Law or as specified in the resolution. Each committee shall consist of not fewer than one (1) Director or one (1) Officer and may include individuals who are not Directors. The Board may designate the chair of any committee. 4.16 Leave of Absence. A member of the Board may take a leave of absence of up to one year. ARTICLE V 5.1 Number and Qualifications. The Principal Officers of the Corporation shall consist of a President, an Executive Vice President, Senior Vice President, a Secretary and a Treasurer and such other Officers as may be determined by an Act of the Board. Any two or more offices may be held by the same person; except that the Treasurer shall not be a member of or related to a member of the Board. 5.2 Election and Term of Office. The initial Officers of the Corporation shall be elected by a unanimous vote of all Directors in office contemporaneously with the adoption of these Bylaws or as soon thereafter as practicable. Successor Officers shall be elected by an Act of the Board. Officers shall hold office until their successors are duly elected and qualified. An Officer may serve consecutive terms in the same office. 5.3 Resignation or Removal. Any Officer may resign at any time by filing a written resignation with the Secretary of the Corporation. Officers may be removed by the an Act of the Board whenever in its judgment the best interests of the Corporation will be served thereby. 5.4 Vacancies. A vacancy in any office, by resignation or for any other reason, may be filled by an Act of the Board. 5.5 President. The President shall be the Chief Executive Officer of the Corporation and, subject to the control of the Board, shall in general supervise and manage all of the business and affairs of the Corporation. The President shall serve as chief spokesperson for the Corporation and represent it to outside groups. He or she shall have authority, subject to such rules as may be prescribed by the Board, to appoint such agents and employees of the Corporation as he or she deems necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He or she shall have authority to sign, execute and acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the Corporation's regular business, or which is authorized by the Board; and, except as otherwise provided by law or the Board, he or she may authorize the Executive Vice President or any other Officer or agent of the Corporation to sign, execute and acknowledge such documents or instruments in his or her place and stead. The President shall authorize by written consent all reimbursements by the Corporation of out-of-pocket expenses submitted by the Treasurer or Assistant Treasurer. In general, the President shall perform all duties incidental to the office of Chief Executive Officer and such other duties as may be prescribed from time to time by the Board. 5.6 Executive Vice President. In the absence of the President or in the event of his or her death, inability to act or refusal to act, or in the event for any reason it is impracticable for him or her to act personally, the Executive Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Executive Vice President shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the President or by an Act of the Board. The execution of any document or instrument of the Corporation by the Executive Vice President shall be conclusive evidence, as to third parties, of his or her authority to act in the stead of the President. 5.7 Senior Vice President. In the absence of the President or Executive Vice President or in the event of their death, inability to act or refusal to act, or in the event for any reason it is impracticable for them to act personally, the Senior Vice President shall perform the duties of the President or the Executive Vice President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Senior Vice President shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the President or by an Act of the Board. The execution of any document or instrument of the Corporation by the Executive Senior Vice President shall be conclusive evidence, as to third parties, of his or her authority to act in the stead of the President or the Executive Vice President. 5.8 Secretary. The Secretary shall: (a) keep the minutes of the meetings of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the Corporation's corporate records; (d) keep or arrange for the keeping of a register of the post office address of each Member and Director (which address shall be furnished to the Secretary by such Member or Director); and (e) in general, perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him or her by the President or by an Act of the Board. 5.9 Treasurer. The Treasurer shall: (a) hire for reasonable compensation and oversee an accounting firm (which may be his or her employer): (1) to record addresses, amounts and location preferences and to supply letters of receipt related to contributed cash, publicly traded securities, real or personal property and other contributions specifying the amount of the contribution and, if any, the amount not deductible for IRS purposes, (2) to receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, mutual funds or other depositories as may be selected by the Corporation; (3) to record addresses and amounts and to administer and process the free draw/blind cash bid outlined in 2.1.b. above, (4) audit the Corporation as the Board may direct and at such times and in such a manner as it may specify, and (5) to prepare financial/tax filings for the Corporation; (b) have charge and custody of and be responsible for all funds of the Corporation; (c) make financial/tax filings, as prepared by the accounting firm, required of the Corporation, (d) review, authorize and approve all contracts between the Corporation and one or more of its Directors or any other corporation, firm, association or entity, in which all the Directors in office are interested, such contract shall be reviewed and approved by the Treasurer based upon whether the contract is fair and reasonable to the Corporation as prescribed in Section 8.1 hereof, (e) advise the Board on fiscal matters, (f) periodically review the actions taken by the Board to ensure the implementation and operation of the Corporation's Conflict of Interest Policy, (g) review compensation payments, if any, to Interested Persons to determine that they are fair and reasonable in all respects, and (h) evaluate and reimburse Directors' and Officers' (except the Treasurer and Assistant Treasurer) out-of-pocket expenses incurred on behalf of the Corporation, (i) in general, perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him or her by the President or by the Board. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine. 5.10 Assistants and Acting Officers. The Board shall have the power to appoint any person to act as assistant to any Officer, or as agent for the Corporation in his or her stead, or to perform the duties of such Officer whenever for any reason it is impracticable for such Officer to act personally, and such assistant or acting Officer or other agent so appointed by an Act of the Board shall have the power to perform all the duties of the office to which he or she is so appointed to be assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by an Act of the Board. 5.11 Salaries. No salaries shall be paid to any of the Corporation's Directors or Officers, except as provided in Section 4.11 hereof. 5.12 Reimbursement of Expenses. Officers shall be entitled for reimbursement by the Corporation for all expenses incurred while working on behalf of the Corporation. Such requests with back-up shall be sent to the Treasurer for his/her approval. ARTICLE VI Directors, Officers, caretakers, employees and agents of the Corporation shall have the same opportunity (no more - no less) than any other member of the public to gain admittance under the draw or bid process or to educational facilities and activities of the Corporation. ARTICLE VII The Corporation shall, to the fullest extent permitted or required by the Indemnification Statute (as defined below), indemnify each Director and Officer against any Liability, and advance any and all reasonable Expenses, as incurred by a Director or Officer, arising out of or in connection with any Proceeding to which such Director or Officer is a Party because he or she is a Director or Officer of the Corporation. Except for intentional or reckless conduct, the Corporation shall also indemnify its employees and authorized agents, acting within the scope of their duties as such, to the same extent as Directors or Officers. The rights to indemnification granted hereunder shall not be deemed exclusive of any other rights to indemnification against any Liability or the advancement of any Expenses to which such person may be entitled under any written agreement, an Act of the Board, the Indemnification Statute or otherwise. The Corporation shall use best efforts to supplement the right to indemnification against Liability and the advancement of Expenses hereunder by the purchase of insurance, including but not limited to, Directors and Officers insurance, on behalf of any and all of such persons, whether or not the Corporation would be obligated to indemnify such person hereunder. The term "Indemnification Statute," as used in this Article, shall mean Sections 181.0855 through and including 181.0889 of the Wisconsin Statutes and all amendments thereto which permit or require the Corporation to provide broader indemnification rights than prior to the amendment. All other capitalized terms used in this Article VII and not otherwise defined herein (except for the term "Corporation", which is defined in Section 1.1 hereof) shall have the meaning set forth in Section 181.0855 of the Wisconsin Statutes. ARTICLE VIII 8.1 Contracts. The Board may authorize any Officer or Officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances; provided, however, that any such contract shall not result in a violation of Code Section 4941(d), the Articles of Incorporation of the Corporation, these Bylaws, and/or the Wisconsin Statutes. 8.2 Loans. No indebtedness for borrowed money shall be contracted on behalf of the Corporation and no evidence of such indebtedness shall be issued in its name unless authorized by or under the authority of an Act of the Board. Such authorization may be general or confined to specific instances. 8.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by either the President, the Treasurer or any Officer of the Corporation or an agent of the Corporation duly appointed for the purpose, or by such greater number of Officers and agents as an Act of the Board may from time to time require. 8.4 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks (checking accounts), trust companies, mutual funds, stocks, bonds, notes, money market accounts, brokerage accounts or other depositories as may be selected by or under the authority of an Act of the Board. ARTICLE IX The fiscal year of the Corporation shall be a calendar year. ARTICLE X The Corporation shall not have a corporate seal. ARTICLE XI There shall be an annual audit of the Corporation by an independent outside public accountant. ARTICLE XII The Bylaws and Articles of Incorporation of the Corporation may be altered, amended or repealed and new Bylaws or Articles may be adopted by an Act of the Board. ARTICLE XIII Upon dissolution of the Corporation the assets of the Corporation shall be distributed in accordance with Article XII of the Articles of Incorporation of the Corporation.
ARTICLE
XIV The foregoing Amended and Restated Bylaws do not contain any amendment requiring approval by any person other than the Board of Directors, and the Board adopted the Amended and Restated Bylaws as of December 31, 2003 in accordance with Section 181.1020 of the Wisconsin Statutes. Executed as of the 31st of December, 2003.
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