Restated Articles of Incorporation
Wisconsin Council of the Blind and Visually Impaired, Inc.
Madison, Wisconsin
The following restated articles of incorporation of Wisconsin Council of the Blind and Visually Impaired, Inc., duly adopted pursuant to the authority and provisions of Chapter 181 of the Wisconsin Statutes, supersede and take the place of the exiting articles of incorporation and any amendments thereto:
Article 1: Name. The name of the Corporation shall be: Wisconsin Council of the Blind and Visually Impaired, Inc., referred to herein as either the Corporation or as the Council.
Article 2: Chapter 181 Corporation. The Corporation is organized under Chapter 181 of the Wisconsin Statutes.
Article 3: Registered Agent and Office. The Corporation’s registered agent is Loretta A. Himmelsbach, Executive Director of the Wisconsin Council of the Blind and Visually Impaired, Inc. The street address of the Corporation’s registered office is 754 Williamson Street, Madison, WI 53703.
Article 4: Principal Office Mailing Address. The Corporation’s principal office is 754 Williamson Street, Madison, WI 53703.
Article 5: Expiration. The period of existence shall be perpetual.
Article 6: Purpose. The purposes of the Corporation shall be to advance the interests of people who are blind and visually impaired in Wisconsin in every way possible, and do all things lawful for nonprofit corporations, including entering into all manner of purchase and sale and other contracts to derive income to carry out these purposes; the powers of the Corporation, however, to be restricted at all times to the performance of acts and purposes tax-exempt under the laws of Wisconsin and under federal law. The Corporation is organized exclusively for charitable and educational purposes within the meaning of Internal Revenue Code of 1986 (“Code”) Section 501(c)(3) including, for such purposes, distributions to organizations that qualify as exempt organizations that are described in Code Section 501(c)(3) and exempt from taxation under Code Section 501(a) (or the corresponding section of any future federal tax code) for programs in furtherance of the corporation’s tax-exempt purposes.
Article 7: Membership. The Corporation shall not have members.
Article 8: Stock. The Corporation shall not issue any shares of stock or distribute any dividends at any time, but shall be wholly a nonprofit corporation.
Article 9: Dissolution. Upon dissolution of the Corporation, the net assets, after payment of all lawful obligations of the Corporation and costs of dissolution, and after the return of any assets held by the Corporation upon a condition of requiring return, shall be transferred to one or more charitable domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the Wisconsin Council of the Blind and Visually Impaired, Inc.
Article 10: Directors. The Corporation shall be governed by a Board of Directors (the “Board”) as follows:
Section 10:1: Eligibility for the Board is as follows:
Section 10:1:1: Persons who are legal residents of Wisconsin (1) whose central visual acuity does not exceed 20/70 in the better eye, with best correction; or (2) whose visual acuity, if better than 20/70, has a limit to the field of vision to such a degree that its widest diameter subtends an angle no greater than 20 degrees, are eligible to serve on the Board of Directors.
Section 10:1:2: No employee or immediate family member, as defined in the Corporation’s Employee Handbook, may serve on the Board of Directors.
Section 10:2: Number of Directors and appointment:
Section 10:2:1: The current number of Directors shall be no fewer than 3 and no more than 19. No later than January 1, 2013, the number of Directors shall be no fewer than 3 and no more than 17.
Section 10:2:2: Six Directors shall represent the Council’s founding organizations as follows:
Alumni Association of the Wisconsin School for the Visually Handicapped, Inc., two Directors;
Vision Forward Association, Incorporated (fka The Badger Association of the Blind and Visually Impaired, Incorporated), two Directors; and
American Council of the Blind of Wisconsin, Inc. (formerly Midwest Association for the Blind, Inc.), two Directors.
Section 10:2:3: Two Directors shall represent non-founding organizations as follows:
Randolph-Sheppard Vendors of Wisconsin, Inc., one Director;
Blinded Veterans’ Association of Wisconsin, Inc., one Director.
Section 10:2:4: Additional organizations of the blind and visually impaired, as approved by the then-current Board, may be represented by one Director each.
Section 10:2:5: The remaining Directors shall be Directors at-large, and shall be selected in the manner prescribed in the Corporation’s bylaws.
Section 10:3: The Directors under Sections 10:2:2, 10:2:3, and 10:2:4 may be chosen in any way determined upon by the organizations they represent, and for any term which their respective organizations may designate. Appointment of the other Directors and other provisions applicable to all Directors shall be set forth in the Corporation’s bylaws.
Article 11: Endowment Funds. The Council shall maintain three endowment funds, to be known as the George Card Endowment Fund, Antoinette Hoeger Dohmen Endowment Fund, and Scholarship Endowment Fund.
1. Administration. Administration of these funds shall be delegated to an outside firm and regulated by an investment agency agreement authorized by the Board. At least 50% of unrestricted bequests received by the Council shall be deposited in the George Card Endowment Fund account.
2. Five percent of the net value of the Endowment Funds shall be paid on an annual basis into the Corporation’s general treasury and shall be used for tax exempt purposes. The Board may not (1) direct the transfer of any other part of the Endowment Funds to the Corporation’s general treasury, or (2) expend them for any purpose other than investment, except by affirmative vote of four-fifths of the Directors present and voting at a meeting at which a quorum is present.
Article 12: Amendments. Amendments to these Articles shall be submitted in writing to all Directors at least ten days prior to any Board of Directors meeting. Amendments may be submitted by any Director or an organization eligible to appoint one or more Directors to the Board. A two-thirds affirmative vote of all Board members at two successive Board meetings shall be required for adoption of an amendment. The two successive meetings shall not be held on the same calendar day. If an amendment is adopted, all affiliated organizations shall be notified of the changes in writing.
CERTIFICATE
This is to certify that the foregoing restated articles of incorporation contains one or more amendments to the articles of incorporation requiring approval by members.
These amendments were adopted on November 19, 2011 in accordance with sec. 181.1003, Wis. Stats. (By Members)
Executed on the _22nd_ day of November 2011
Loretta A. Himmelsbach
Print Name: Loretta A. Himmelsbach Title: Executive Director
This document was drafted by:
Jeffrey J. Storch
Boardman, Suhr, Curry & Field, LLP
1 South Pinckney Street, Fourth Floor
P.O. Box 927
Madison, WI 53701-0927
608-283-1781
