ESA Articles of Incorporation

Articles of Incorporation

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
THE ECOLOGICAL SOCIETY OF AMERICA. INCORPORATED

The following Amended and Restated Articles of Incorporation, duly adopted pursuant to the authority and provisions of the Wisconsin Nonstock Corporation Law, Chapter 181 of the Wisconsin Statutes, supersede and take the place of the heretofore existing Articles of Incorporation, and all amendments thereto, of The Ecological Society of America, Incorporated.

ARTICLE I: NAME

The name of the Corporation is THE ECOLOGICAL SOCIETY OF AMERICA, INCORPORATED, hereinafter referred to as the "Society".

ARTICLE II: EXISTENCE

The Society is created as a nonprofit, nonstock Wisconsin corporation under Chapter 181 of the Wisconsin Statutes. The Society's period of existence shall be perpetual.

ARTICLE III: PURPOSES

The Society is organized exclusively for scientific and educational purposes to: (1) promote ecological science by improving communication among ecologists through publication of journals and holding meetings; (2) raise the public's level of awareness of the importance of ecological science and ensure the continuing supply of new ecologists through educational and outreach activities; (3) increase the resources available for the conduct of ecological science through efforts of the membership in both the private and public sectors; and (4) ensure the appropriate use of ecological science in environmental decision­making by enhancing communication between the ecological community and policy­makers at all levels of government and the private sector; provided, however, that all of the foregoing purposed are within the meaning of Section 501(c)(3) of the internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue law (the "Code").

ARTICLE IV: POWER

The Society shall have all powers now or in the future given by law to nonstock corporations organized under the laws of Wisconsin, provided however that such powers may be exercised only to further the purposes states in Article III above, and further provided that:

  1. no part of the net earnings of the Society inure to the benefit of any private individual, except that the Society may pay reasonable compensation for services rendered and may make payment and distributions in furtherance of its purposes stated in Article III above;
  2. no substantial part of the activities of the Society be the carrying on of propaganda, or otherwise attempting to influence legislation;
  3. the Society not participate in, or intervene in (including the publishing or distributing of statements) any potential campaign on behalf of any candidate for public office; and
  4. notwithstanding any other provision of these Articles, the Society not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501 (c)(3) of the Code or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.

ARTICLE V: MEMBERSHIP

Membership in the Society will be as set forth in the Constitution of the Society.

ARTICLE VI: BOARD OF DIRECTORS

The affairs of the Society shall be managed by a Board of Directors, referred to as "Council" in its Constitution and Bylaws. The number of Directors and their manner of election or appointment and their terms of office shall be as provided in the Constitution of the Society, but the number of Directors shall not be less than three.

ARTICLE VII: PRINCIPAL OFFICE AND REGISTERED AGENT

The principal office of the Society in Wisconsin is located in Oneida County, Wisconsin, and its mailing address is:

One East Main Street
P.O.Box 2719
Madison, WI 53701-2719

and the name and address of its current Registered Agent is:

LaFolletle GodkRey + Kahn
One East Main Street
P.O.Box 2719
Madison, WI 53701-2719

ARTICLE VIII: DISSOLUTION

Upon the dissolution of the Society, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Society, dispose of all of the assets of the Society exclusively for the purposes of the Society in such manner or to such organization or organizations which are organized and operated exclusively for charitable, scientific or educational purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Code, as the Board of Directors shall determine.

ARTICLE IX: AMENDMENT

These Articles of Incorporation may be amended in the manner authorized by law at the time of amendment.

ARTICLE X: RECORDING

This document shall be recorded in Oneida County, Wisconsin.