BYLAWS LLOYD A. SCHNEIDER / DAPHNE H. SCHNEIDER Lloyd A. Schneider / Daphne H. Schneider Mounds and Habitat Uniting Native Tribes Foundation, Inc. ("MāHUNT or MāHUNT"), a nonstock, nonprofit corporation organized and existing under the laws of the State of Wisconsin (the "Corporation"), hereby adopts the following bylaws ("Bylaws"): 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. (MāHUNT) and all subordinate entities 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 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. Robert Marshall stated, "There are certain things that cannot be enjoyed by everybody. If everybody tries to enjoy them, nobody gets any pleasure out of them." 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. 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. It is intended that 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 meditation could be the particularly special focus of fly fishing (another holy hunt) on Mud Lake (which abuts the Corporation's original property) where learning to fly cast a popper for bluegills and blackbass may baptize a lover of nature as a precursor for fly fishing trout, steelhead, and Atlantic salmon with a dry or wet fly. The entire year (except for all Mondays) (beginning each January following a September draw) 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 on the 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 on the property. The free draw and blind cash bid visitation shall commence after the Corporation has sufficient funds to cover the administrative costs associated with the processing of such submissions and activities. Until that time, the property(ies)/habitat shall not be trespassed upon by anyone, except the caretaker(s) may visit the property(ies)/habitat to exercise their duties. If, after commencement of the draw or bid process, the Corporation has insufficient funds according to the Board after the current bid/draw winners have visited the property(ies)/habitat, the properties shall not be visited or trespassed upon by anyone, except the caretaker(s). However, the Board shall have the right to sell any and all property(ies) if any direct education of (d) below is prohibited by law on any of MāHUNT's property(ies)/habitat or to generate funds to meet the draw or bid visitation prescribed in this Purpose (c). If property development rights have not been sold for such properties, the new owners shall have the right to develop such purchased properties to the full extent provided by law. In every circumstance, except selling the property(ies), the Corporation should resist and fight any eminent domain condemnation and/or annexation to where hunting/trapping is not permitted on any and all MāHUNT properties. d. to educate the public (especially children and young adults) on the importance and sanctity of past and continued ethical regulated licensed hunting in the United States of America. 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 land(s)/habitat or indirectly through hearing/viewing talks, radio, TV, newspapers, films, books, articles, 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. 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 area 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 MāHUNT, 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 MāHUNT'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). 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 in, there must be places preserved for "everyman/everywoman" plus up to one human companion to use unbothered by his or her brethren. Our children, their children and their childrens' children, must have land/habitat preserved for solitude. Asphalt cannot be the last crop. Legal trapping (another holy pursuit) shall be permitted on all MāHUNT property(ies)/habitat where legally allowed. It 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. 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 (nearly half of the 50 million pounds of antibiotics produced in the U.S. are used in farm animals, mostly as food additives to promote growth) 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. Such 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 are expected to be displayed in the presently intended museum mentioned above) 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 experience to enhance his/her awareness of beauty, ability to survive and flourish in a complex world, and expertise in serving as a focused sentinel of nature's holy essence. These hunts will also lower the 500,000 cars damaged per year in the United States by collisions with deer and lessen the attendant injury to humans and wasted animals. 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. As Henry David Thoreau stated, "Life consists with wildness....The most alive is the wildest...In Wildness is the preservation of the World." 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 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 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 MāHUNT 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. These initial Directors shall hold office until his/her successor shall have been elected or qualified or until he/she resigns, dies 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. Following the death or resignation of a Director, 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 removal. 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 two (2) previous years and hunted and bagged birds or game (with pictures 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 lands owned, controlled or occupied by the Corporation, or countervailing to any purposes of the Corporation stated herein or in its IRS Form 1023, application for tax exempt status. 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 herein. 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, or by written notice delivered personally or by 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 or Bylaws or any provision of law, a waiver thereof in writing, signed at anytime, whether 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 at, 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 these 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: Sections 8.1, 8.2, 8.3 and 8.4. 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) and such Policies and Procedures may not be altered except by an Act of the Directors. 4.10 Conduct of Meeting. 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 in the Board, including a vacancy created by an increase in the number of Directors, may be filled by an Act of the Board. If no Directors are then in office, John Roderick of Sun Prairie, Wisconsin and Jay Roderick of McFarland, Wisconsin shall be appointed Directors having full authority hereunder. Such Directors shall receive $15,000 per year each for serving as Directors, plus reimbursement for all expenses incurred while working on behalf of the Corporation, and shall operate the Corporation in the spirit intended by the Articles and the Bylaws of the Corporation, as amended prior to their date of appointment. If only one (1) is alive at such date, he shall serve as sole Director until he appoints another one or two Directors. If no such Directors are able to serve then Charles V. Sweeney shall be the sole interim Director and appoint a minimum of two (2) additional Directors at the next regular meeting of the Directors. 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 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 reimbursement of out-of-pocket expenses by MāHUNT 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 Members and 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 (which address shall be furnished to the Secretary by such Member); 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.c. 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 Officers. 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. No contract or other transaction between the Corporation and one or more of its Directors or any other corporation, firm, association, or entity in which one or more of its Directors or Officers are financially interested, shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board which authorizes, approves or ratifies the contract or transaction, if: (a) the fact of such relationship or interest is disclosed or known to the Board which authorizes, approves or ratifies the contract or transaction by a unanimous vote or consent by all Directors who are not interested Directors; or (b) the contract or transaction is fair and reasonable to the Corporation. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes, approves or ratifies such contract or transactions, but such interested Directors shall abstain from any vote to authorize, approve or ratify such contract or transaction. If a contract is to be acted upon by the Board in which all the Directors are interested, such contract shall be reviewed and approved by the Treasurer as fair and reasonable to the Corporation. 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. |