About Us Organizational Structure By-Laws

By-Laws

COMPRESSED AIR CHALLENGE, INC.

BYLAWS

ARTICLE I
Name

The name of this group shall be: Compressed Air Challenge, Inc. (“CAC”).

ARTICLE II
Organization Type

A non-profit corporation incorporated in the state of Wisconsin, representing industrial users; distributors and their associations; Department of Energy; end users, government and state energy efficiency organizations; manufacturers and their associations; service providers; and utilities.

ARTICLE III
Mission

The mission of this group shall be:

Help American industry produce and use compressed air more efficiently.

ARTICLE IV
Office

The Corporation's principal office shall be fixed and located at such place as the Board of Directors (the “Board”) shall determine. The Board is granted full power and authority to change the principal office from one location to another.

ARTICLE V
Board of Directors

Section 5.1 General Powers
Subject to any limitations contained in the Articles of Incorporation (the “Articles”) and these Bylaws, and subject to the compliance with the laws of the State of Wisconsin including the Wis. Stats. §181 Nonstock Corporations (the “Law”), the activities and affairs of the Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may, pursuant to a contract approved by the Board, delegate the management of the activities of the Corporation to any person or persons or committees however composed, provided that the activities and affairs of the Corporation shall not be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

1. To select and remove all the officers, agents, and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, the Articles, or these Bylaws, fix their compensation and require from them such security, if any, for faithful performance as the Board may deem appropriate.
    
2. To conduct, manage, and control the affairs and activities of the Corporation, and to make such rules and regulations therefore not inconsistent with law, the Articles, or these Bylaws as the Board may deem appropriate.
    
3. To adopt, make, and use a corporate seal and to alter the form of such seal from time to time as the Board may deem appropriate, but the failure to affix a seal does not affect the validity of any instrument.
    
4. To incur indebtedness for purposes of the incorporation in the normal course of business. The indebtedness shall not be more than funds available in the bank and firm accounts receivable.
    
5. To pass onto any entity it sees fit all educational material and rights connected with the Corporation to a legitimate industry authority at an appropriate time of the Board's choosing.

Section 5.2 Number
The number of Directors shall vary according to the number of dues paying sponsors. Notwithstanding the foregoing, the minimum number of Directors shall be three (3).

Advisory directors may be added in an advisory position, without voting rights and at the discretion of the Board.

Founding sponsors shall pay annual dues as determined by the Board of Directors. Sponsorship shall be open to any eligible organization or individual at an entry sponsorship cost and annual sponsorship dues as determined by the Board of Directors. As long as the new sponsor does not create a majority (more than 50%) in any stakeholder group on the board. Existing stakeholder groups include distributors, end users, government and state energy research organizations, manufacturers, service providers, and utilities. Each current dues paying sponsor will elect one person to the Board of Directors. Dues may be paid through in-kind services at the discretion of the Board.

Section 5.3 Qualifications of Directors
The founding sponsors listed below will hold a seat on the Board of Directors as long as they continue paying dues and/or membership fees as may be assessed from time to time. Any additional organization approved by the Board as a sponsor (and which pays the entry sponsorship fee and annual dues) may select a representative to the Board of Directors. The Board of Directors will seek to maintain a stakeholder balance on the Board. No stakeholder group may hold more than 50% majority on the Board.

The founding sponsors are:

1. Association of Ingersoll-Rand Distributors
2. Compressed Air & Gas Institute
3. Compressor Distributors Association
4. Consortium for Energy Efficiency
5. Duke Solutions, Inc.
6. Energy Center of Wisconsin
7. Honeywell, Inc.
8. Illinois Department of Commerce and Community Affairs
9. Iowa Energy Center
10. National Grid USA (formerly the NEES Companies and Eastern Utilities)
11. New York State Energy Research and Development Authority
12. Northeast Utilities
13. Northwest Energy Efficiency Alliance

A CAC sponsor is defined as the CAC Board member's organization, including dues paying members of their organization (i.e. distributors who are members of the Compressor Distributors Association). It does not include “strategic partners” or “close affiliates.”

Section 5.4 Resignation
A director may resign at any time by giving a written resignation to the President of the Board with a copy to the Appointing Party if any.

Section 5.5 Removal

1. Removal of a Director by the Director's organization
   A director appointed by a sponsor's organization may be removed from office with or without cause by that sponsor's organization. The sponsor's organization shall notify the President of the Board or secretary of any such removal, and shall promptly designate a successor to fill the term of the director so removed. Each director so selected to fill a vacancy shall hold office until the expiration of the term of the replaced director and until a successor has been selected and qualified.
    
2. Removal of a Director by the Board
   The Board by two-thirds (2/3) majority vote may remove a Director from office and ask the Director's organization to name a replacement for that Director.
    
3. Removal of a Sponsor
   The Board by two-thirds (2/3) majority vote may remove a sponsor and rescind its seat on the Board of Directors for non-compliance of CAC code of ethics if all reasonable efforts have been made to remedy the situation. Sponsorship dues will not be refunded.

Section 5.6 Place of Meetings
Meetings of the Board may be held in any state that has been designated from time to time by the Board.

Section 5.7 Annual Meeting
The Board shall hold an annual meeting in person for the purposes of organization, selection of officers, and the transactions of other business. The annual meeting will be held in or about the month of September in each year, at such time and place as designated by the Board.

Section 5.8 Regular Meetings
Regular meetings of the Board may be held with 45 days or more of notice of such date and at such times as may be fixed by the Board. The Board shall hold at least one (1) regular meeting in person in addition to the annual meeting during the course of the calendar year. Additional regular meetings of the Board can be conducted in person or by teleconference with advanced notice of 45 days or more.

Section 5.9 Special Meetings
Special meetings of the Board may be called by the President of the corporation, the Vice President, Secretary or Treasurer or any two (2) directors at any time and place for any purpose or purposes, unless otherwise prescribed by statute.

Section 5.10 Participation by Teleconference
Directors may participate in a meeting of the Board, or in a committee meeting, through the use of conference telephones or similar communications equipment, provided all directors participating in such meeting can hear one another.

Section 5.11 Notice of Meeting
Notice of any special meeting shall be given either in writing by first-class mail to each director at his or her business address at least twenty-one (21) days prior thereto, or in person, by telephone, email, or other similar means of communication. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Oral notice shall be deemed to have been given at the time it is communicated in person, by phone, email, or other similar means to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The purpose of and the business to be transacted at any special meeting of the Board of Directors shall be specified in the notice or waiver of notice of such meeting.

Section 5.12 Waiver of Notice
Notice of a meeting need not be given to any director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting the lack of notice to such director prior thereto or at its commencement. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

Section 5.13 Adjournment
A majority of the directors present, whether or not a quorum is present may adjourn any Board meeting to another time and place without further notice, unless the meeting is adjourned for more than twenty-four (24) hours. In such case, reasonable notice of any adjournment to another time and place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 5.14 Quorum
Meetings will be governed according to “Robert Rules of Order” (most recent version) unless otherwise noted and with the exception of Section 5.13 Adjournment. According to Robert's Rules, simple majority of the quorum is required to conduct business or take a Board vote. A quorum represents two thirds (2/3 rounded up to the nearest whole number) of the total Board of Directors, not just of the directors who are present.

Section 5.15 Manner of Acting
Every act or decision done or made by a majority of Directors at a meeting or on a conference call in which the quorum of the Board present, at a meeting or on a conference call duly held, shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles, except as provided in the next sentence. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of directors based on the required quorum for such meeting.

Section 5.16 Action Without Meeting
Any action required by the Articles of Incorporation, Bylaws of the corporation, provision of law, or required or permitted to be taken by the Board may be taken without a meeting if a consent in writing or email setting forth the action so taken is signed by all of the directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.

Section 5.17 Presumption of Assent
A director of the corporation who is present at a meeting or on a conference call of the Board, or a committee thereof, at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director's dissent is entered in the minutes of the meeting, or unless such director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards 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.

Section 5.18 Designated Alternate Directors
At all meetings and conference calls of the Board and all committees of the Board, a director entitled to vote may vote by means of a designated alternate director appointed by the voting director. The appointment of such designated alternate director shall be filed in writing or by e-mail with the Secretary of the corporation before or at the time of the meeting or conference call and shall be effective as of the date of filing. No appointment of a designated alternate director shall be valid after eleven (11) months from the date of filing the appointment with the Secretary. The Board shall have the power to make rules relating to the validity and sufficiency of such appointments.

Section 5.19 Rights of Inspection
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Corporation.

Section 5.20 Committees of the Board

1. Executive Committee. There shall be an Executive Committee consisting of the President, Vice President, Secretary and Treasurer of the corporation.
    
2. Other Committees. The Board by resolution may create from time to time one or more other standing or ad hoc committees. The board will set forth specific duties and powers delegated to such committee, having such powers and duties, not inconsistent with subsection (c) hereof or any existing delegation of powers to a committee of directors, as may be provided in the resolution creating such committees as initially adopted or as thereafter supplemented or amended by further resolution adopted by similar vote. All appointments to such committee shall be by a majority vote of the Board. Each such committee shall consist of at least two (2) Directors and shall be presided over by a director selected by one of the officers of the Board.
   
   The term “standing committee” or “ad hoc committee” shall mean any committee appointed by the Board that is authorized by specific delegation, without further Board action, to make and implement decisions on behalf of the Board, or to implement, with that degree of discretion specified by the Board in the resolution establishing the committee, decisions of the Board pursuant to guidelines established by the Board. Notice of, and procedures for, meetings and conference calls of such committees shall be as prescribed by the selected chairperson of each such committee, and the Board or the chairperson of such committees may call meetings and conference calls.
    
3. Nondelegable Powers; Alternative Members; Rules of Committees. No committee of directors shall be empowered to act in lieu of the entire Board in respect to:
   1. electing officers or filling vacancies in committees of directors created pursuant to this Section 5.20;amending, repealing, or adopting any new Bylaws or resolutions of the Board that by its express terms is not so amendable or repealable;
   2. appointing other committees of the Board or the members thereof if such committees will have the authority of the Board;
   3. expending corporate funds to support a nominee for director after there are more people nominated for director than can be elected; or
   4. approving any self-dealing transaction.

All members of the Board who are not members of a given committee shall be alternate members of such committee and may take the place of any absent member or members at any meeting of such committee, upon request of the President or the Chairperson of such meeting. Each committee of directors shall fix its own rules governing the conduct of its activities, not inconsistent with rules promulgated by the Board, and shall make such reports to the Board of its activities as the Board may request.

4. Advisory Committee. The Board from time to time may appoint an advisory committee consisting of directors or persons who are not directors to provide technical assistance, support and advice to the Executive Committee or the Board. The members of such advisory committee shall serve at the pleasure of the Board for such term, as the Board shall determine. Such advisory committees shall not be deemed committees of the Board and shall not exercise any power or authority of the Board. Notice of, and procedures for, meetings and conference calls of advisory committees shall be as prescribed by the chairperson of each such advisory committee, and meetings of advisory committees may be called by the Board, the President of the Board, or the chairperson of the advisory committees.
   
   Initial Advisory Committees are:
   1. Project Development Committee referred to as the PDC
   2. Technical Advisory Group referred to as the T2 Group

Section 5.21 General Conduct of Director
A director shall perform the duties of a director, including duties as a member of a committee of the Board on which the director may serve, in good faith, in a manner such director believes to be in the best interest of this Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances. In performing the duties of director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: officers or employees of the Corporation; independent professional counsel such as accountants and consultants; and committees of the Board.

Section 5.22 Arbitration of Director Disputes
(Intentionally Deleted.)

ARTICLE VI
Membership/Associates

Section 6.1 Membership
The Corporation shall have no members. All rights, privileges, and obligations which would otherwise vest in the members shall vest in the directors.

Section 6.2 Associates
Nothing in this Article VI shall be construed as limiting the right of the Corporation to refer to persons associated with the Corporation as “members,” and no such reference shall constitute anyone a “member.”

ARTICLE VII
Officers

Section 7.1 Officers
The principal officers of the corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, and Treasurer. The Board of Directors may elect such other officers and assistant officers and agents as may be deemed necessary. Officers shall be members of the Board of Directors. One person may hold one or more offices, but neither the Secretary nor the Treasurer may serve concurrently as the President of the Board, and must be elected to or appointed by the Board in accordance with the provisions of Section 7.11 Subordinate Officers.

Section 7.2 Election and Term of Office
The officers of the corporation shall be elected annually by the Board of Directors at its annual meeting by the affirmative vote of a majority of directors then in office. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as convenient. Each officer shall hold office from January 1st through December 31st of the year, or until a qualified successor is elected upon expiration of the term of that officer, or until that officer's death, or until that officer resigns or is removed in the manner hereinafter provided.

Section 7.3 Removal and Resignation
Any officer or agent elected or appointed by the Board may be removed whenever it is in the best interests of the corporation, either with or without cause, by the Board at any time, or by any officer or committee upon whom such power of removal may be conferred by the Board. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.

Any officer may resign at any time by giving written notice to the President of the Board, the Secretary, or the Board, but the resignation shall be without prejudice to the rights, if any, of the Corporation under any contract or agreement to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified therein and, unless otherwise specified within, the acceptance of such resignation shall not be necessary to make it effective.

Section 7.4 Vacancies
The Board may fill a vacancy in any office because of death, resignation, removal, disqualification or otherwise in the manner prescribed in these Bylaws for regular appointment to such office for the unexpired portion of the term.

Section 7.5 President
The President is the general manager and shall be the principal executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business, affairs, and officers of the corporation. The President shall, when present, preside at all meetings of the Board. The President shall approve all invoices or may designate another officer of the corporation to do so. The President may sign, or may designate another officer of the corporation to sign, thereunto authorized by the Board, any contracts or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President, and such other duties as may be prescribed by the Board of Directors from time to time. The President shall have authority to sign checks on behalf of the Corporation which do not exceed $10,000.00.

Any contract, check or other instrument authorized by the Board which exceeds Ten Thousand Dollars ($10,000) must be counter-signed by another authorized corporate officer.

Section 7.6 the Vice Presidents
In the absence of the President, or in the event of the President's death or inability or refusal to act, the Vice President (or in the event there be more than one Vice President, or if one has not have been designated, the Vice President with longest service in that office) 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. Any Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board. Vice Presidents may by their election have charge and supervision of designated portions of the Corporation's affairs. The Vice President shall have the authority to sign checks on behalf of the Corporation which do not exceed $10,000. In the event the checks exceed $10,000, the check must be countersigned by another authorized Corporate officer.

Section 7.7 the Secretary
The Secretary shall: (a) keep the minutes of the Board meetings and conference calls 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 corporate records and of the seal of the corporation if one is authorized by the Board, in which case the Secretary shall see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; and (d) in general perform all duties incident to the office of Secretary and such other reasonable duties as from time to time may be assigned by the President or by the Board. The Secretary shall have the authority to sign checks on behalf of the Corporation which do not exceed $10,000. In the event the checks exceed $10,000, the check must be countersigned by another authorized Corporate officer.

Section 7.8 the Treasurer
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. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts or moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; (b) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board.

Treasurer shall verify that no payments are made in excess of budgeted amounts. The Treasurer shall have the authority to sign checks on behalf of the Corporation which do not exceed $10,000. In the event the checks exceed $10,000, the check must be countersigned by another authorized Corporate officer.

Section 7.9 Other Assistants and Acting Officers
The Board shall have the power to appoint any person to act as assistant to any officer, 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 so appointed by the Board shall have the power to perform all the duties of the office to which such person is so appointed to be assistant, or as to which such person is so appointed to act, except as such power may otherwise be defined or restricted by the Board.

Section 7.10 Subordinate Officers
The Board may elect, and may empower the President to appoint, other officers as the business of the Corporation may require, each of whom shall hold office for the period, have the authority, duties and responsibilities as are provided in these Bylaws or as designated by the Board.

Section 7.11 Compensation
Elected officers of the corporation may receive compensation for personal services rendered which are reasonable and necessary to carrying out the exempt purposes of the Corporation provided that such reimbursement is authorized by the affirmative vote of a majority of directors then in office.

ARTICLE VIII
Other Provisions

Section 8.1 Agenda, Minutes, and Compliance with Guidelines
An agenda will be prepared for each and every meeting and conference call of the Board and the committees of the Board of the Corporation and minutes shall be recorded thereof and distributed to each director or committee member, as the case may be.

Section 8.2 Execution of Contracts
The Board, or the Executive Committee of the Board, except otherwise provided in the Bylaws, may authorize any officer or officers, agent or agents to enter into any contract or to execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized by the Board or Executive Committee, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount.

Section 8.3 Corporate Acts
Unless otherwise directed by resolution of the Board or by law, all checks, drafts, notes, bonds, bill of exchange, and orders for the payment of money of the corporation, and all conveyances, and other written contracts, agreements and instruments to which the corporation shall be a party, and all assignments or endorsements of stock certificates, or other securities owned by the corporation shall be signed by the President and by any one of the following officers who is a different person: Vice President, Secretary, or Treasurer. The Board may, however, authorize any one of such officers or one or more other officers or agents to sign any of such instruments for and on behalf of the corporation without necessity of counter signature. Any check or other instrument authorized by the Board which exceeds $10,000 must be counter-signed by another authorized corporate officer.

Section 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, savings and loan associations, trust companies or other depositories as the Board may select.

Section 8.5 Maintenance of Articles and Bylaws and Other Corporate Records
The Corporation shall keep at its principal or designated business office, the original or a copy of the Articles and Bylaws as amended to date. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form, or in any other form capable of being converted into written, typed or printed form.

Section 8.6 Construction and Definitions
Unless the content otherwise requires, the general provisions, rules of construction and definitions contained in the General Provisions of the Wisconsin Nonprofit Corporation Law and the Wisconsin Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws.

Section 8.7 Amendments
The Articles of Incorporation and these Bylaws may be altered, amended or repealed and new Articles of Incorporation or Bylaws may be adopted by the Board at any regular or special meeting thereof, by the affirmative vote of at least two-thirds (2/3) of the number of directors of this corporation fixed by the Bylaws.

Section 8.8 Implied Amendments
Any action taken or authorized by the Board, which would be inconsistent with the Bylaws then in effect but is taken or authorized by affirmative vote of not less than the number of directors required to amend the Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as though the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

Section 8.9 Annual Report
The Board shall cause an annual report to be furnished to the directors not later than one hundred twenty (120) days after the close of the Corporation's fiscal year.

The annual report shall be accompanied by any report thereon of independent accountants or, if there is no such accountants' report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit for the books and records of the Corporation. The annual report shall contain in appropriate detail the following:

1. A statement of the assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year.
2. A statement of the principal changes in assets and liabilities, including trust funds, during the fiscal year.
3. A statement of the revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
4. A statement of the expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year.

Section 8.10 Annual Statement of Certain Transactions and Indemnifications
The Corporation shall furnish annually to its directors a statement of any covered transaction or indemnification, if any transaction or indemnification took place. Such annual statement shall be affixed to and sent with the annual report described in Section 8.9 Annual Report of these Bylaws.

ARTICLE IX
Severability And Conflict With Law

In enacting these by?laws, it is the specific intention of the Compressed Air Challenge Inc. that, in the event that any of the provisions herein are found by a Court or any authorized agency to be a violation of law that the balance of the provisions shall remain in effect and shall be regarded as severable from any provision found to be in such violation.

ARTICLE X
Indemnification

Section 10.1 Indemnification for Successful Defense.
Within twenty (20) days after receipt of a written request pursuant to Section 3, the Corporation shall indemnify an officer, director, or the officer's, or director's respective sponsor (as defined in Section 5.3)or organization to the extent he or she, or the officer's or director's respective sponsor or organization has been successful on the merits or otherwise in the defense or a proceeding, for all reasonable expenses incurred in the proceeding including, reasonable attorneys' fees and expenses, if the officer or director or the sponsor or organization of the respective officer or director was a party because he or she is a director or officer of the Corporation.

Section 10.2 Other Indemnification

1. In cases not included under Section 10.1, the Corporation shall indemnify an officer, director, or sponsor or organization of the respective officer or director against all liabilities and expenses including reasonable attorneys' fees, incurred by the officer, director, sponsor or organization of the respective officer or director in any proceeding to which the officer, director, or sponsor or organization of the respective officer or director was a party because he or she was a director or officer of this Corporation, unless liability was incurred because the director or officer breached or failed to perform a duty he or she owes to the Corporation and the breach or failure to perform constitutes any of the following:
    
   1. A willful failure to deal fairly with the Corporation in connection with a matter in which the director or officer has a material conflict of interest.
       
   2. A violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful.
       
   3. A transaction from which the director or officer derived an improper personal profit.
       
   4. Willful misconduct.
       
2. Determination of whether indemnification is required under this Section shall be made pursuant to Section 10.5.
    
3. The termination of a proceeding by judgment, order, settlement or conviction or upon a plea of no contest or an equivalent plea, does not, by itself, create a presumption that indemnification of the director or officer is not required under this Section.

Section 10.3 Written Request
An officer, director, or sponsor or organization of the respective officer or director who seeks indemnification under Section 10.1 or 10.2 shall make a written request to the Corporation.

Section 10.4 Nonduplication
The Corporation shall not indemnify an officer, director, or sponsor or organization of the respective officer or director under Section 10.1 or 10.2 if the officer or director previously received indemnification or allowance of expenses from any person including the Corporation, in connection with the same proceeding. However, the officer, director, or sponsor or organization of the respective officer or director has no duty to look at any other person for indemnification.

Section 10.5 Determination of Right to Indemnification

1. Unless otherwise provided by the Articles of Incorporation or by written agreement between the officer or director and the Corporation, the officer, director, or sponsor or organization of the respective officer or director seeking indemnification under Section 10.2 shall select one of the following means for determining his or her right to indemnification:
    
   1. By a majority vote of quorum of the Board consisting of directors not at the time parties (including the sponsor or organization of the respective director) to the same or related proceedings. If a quorum of disinterested directors cannot be obtained, by majority vote of a committee duly appointed by the Board and consisting solely of 2 or more directors not at the time parties (including the sponsor or organization of the respective director) to the same or related proceedings. Directors who are parties to the same or related proceedings may participate in the designation of members of the committee.
       
   2. By independent legal counsel selected by a quorum of the Board or its committee in the manner prescribed in sub. (1) or, if unable to obtain such a quorum or committee, by a majority vote of the full Board, including directors who are parties to the same or related proceedings.
       
   3. By a panel of 3 arbitrators consisting of one arbitrator selected by those directors entitled under sub. (2) to select independent legal counsel, one arbitrator selected by the director or officer seeking indemnification and one arbitrator selected by the 2 arbitrators previously selected.
       
   4. By a court under Section 10.8.
       
   5. By any other method provided for in any additional right to indemnification permitted under Section 10.7.
       
2. In any determination under (a), the burden of proof is on the Corporation to prove by clear and convincing evidence that indemnification under Section 10.2 should not be allowed.
    
3. A written determination as to an officers', directors', or sponsors' or organizations' of the respective officer or director right to indemnification under Section 10.2 shall be submitted to both the Corporation and the officer or director within sixty (60) days of the selection made under (a).
    
4. If it is determined that indemnification is required under Section 10.2, the Corporation shall pay all liabilities and expenses not prohibited by Section 10.4 within 10 days after receipt of the written determination under (c). The Corporation shall also pay all expenses, including reasonable attorneys' fees incurred by the officer, director, or sponsor or organization of the respective officer or director, in the determination process under (a).

Section 10.6 Advance Expenses
Within ten (10) days after receipt of a written request by an officer, director, or sponsor or organization of a respective officer or director who is a party to a proceeding, the Corporation shall pay or reimburse his, her or its reasonable expenses as is incurred if the officer, director, or sponsor or organization of a respective officer or director provides the Corporation with all of the following:

1. A written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to the Corporation.
    
2. A written undertaking, executed personally or on his or her behalf, to repay the allowance to the extent that it is ultimately determined under Section 10.5 that indemnification under Section 2 is not required and that indemnification is not ordered by a court under Section 10.8 (b) (2). The undertaking under this subsection shall be an unlimited general obligation of the director or officer and may be accepted without reference to his or her ability to repay the allowance. The undertaking may be secured or unsecured.

Section 10.7 Nonexclusivity

1. Except as provided in (b), Sections 10.1, 10.2 and 6 do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under any of the following:
    
   1. The Articles of Incorporation.
       
   2. A written agreement between the director or officer and the corporation.
       
   3. A resolution of the Board of Directors.
       
2. Regardless of the existence of an additional right under (a), the Corporation shall not indemnify an officer, director, or sponsor or organization of a respective officer or director, or permit an officer, director, or sponsor or organization of a respective officer or director to retain any allowance of expenses unless it is determined by or on behalf of the corporation that the director or officer did not breach or fail to perform a duty he or she owes to the Corporation which constitutes conduct under Section 10.2 (a) (1), (2), (3), or (4). An officer, director, or sponsor or organization of a respective officer or director who a party to the same or related proceeding for which indemnification or an allowance of expenses is sought may not participate in determination under this subsection.
    
3. Section 10.1 to 10.12 do not affect the Corporation's power to pay or reimburse expenses incurred by an officer, director, or sponsor or organization of a respective officer or director n any of the following circumstances:
    
   1. As a witness in a proceeding to which he or she is not a party.
       
   2. As a plaintiff or petitioner in a proceeding because he or she is or was an employee, agent, director or officer of the corporation.

Section 10.8. Court-Ordered Indemnification

1. Except as provided otherwise by written agreement between the officer or director and the Corporation, the officer, director, or sponsor or organization of the respective officer or director who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. Application may be made for an initial determination by the court under Section 10.5 (a) (5) or for review by the court of an adverse determination under Section 10(5) (a) (1), (2), (3), (4) or (6). After receipt of an application, the court shall give any notice it considers necessary.
    
2. The court shall order indemnification if it determines any of the following:
    
   1. That the officer or director, or sponsor or organization of the respective officer or director is entitled to indemnification under Section 10.1 or 102.
       
   2. That the officer, director, or sponsor or organization of the respective officer or director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, regardless of whether indemnification is required under Section 10.2
       
3. If the court determines under (b) that the officer, director, or sponsor or organization of the respective officer or director is entitled to indemnification, the Corporation shall pay the officer, director, sponsor or organization of the respective officer or director their expenses incurred to obtain the court-ordered indemnification.

Section 10.9 Indemnification of Employees or Agents
The Corporation may indemnify and allow reasonable expenses of an agent who is not a director or officer by general or specific action of the Board or by contract.

Section 10.10 Insurance
The Corporation may purchase and maintain insurance on behalf of an individual who is an employee, agent, director or officer of the Corporation, or on behalf of the sponsor or organization of the respective officer or director against liability asserted against or incurred by the individual in his or her capacity as an agent, director or officer or incurred by the sponsor or organization of the respective officer or director regardless of whether the Corporation is required or authorized to indemnify or allow expenses to the individual against the same liability under Sections 10.1, 10.2, 10.6 and 10.9.

Section 10.11 Liberal Construction
In order for the Corporation to obtain and retain qualified directors and officers, the foregoing provisions shall be liberally administered in order to afford maximum indemnification of officers, directors, or sponsors or organizations of the respective officers and directors and, accordingly, the indemnification above provided for shall be granted in all cases unless to do so would clearly contravene applicable law, controlling precedent or public policy.

Section 10.12. Definitions

1. Applicable to This Article 1. "Affiliate" shall include, without limitation, any corporation, partnership, joint venture, employee benefit plan, trust or other enterprise that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Corporation.
    
2. "Corporation" means this Corporation and any domestic or foreign predecessor of the corporation where the predecessor corporation's existence ceased upon the consummation of a merger or other transaction.
    
3. "Director or Officer" means any of the following:
    
   1. A natural person who is or was a director or officer of this corporation.
       
   2. A natural person who, while director or officer of this corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, member of any governing or decision-making committee, employee or agent of another corporation or foreign corporation, partnership, joint venture, trust or other enterprise.
       
   3. A natural person who, while a director or officer of this corporation, is or was serving an employee benefit plan because his or her duties to the corporation also impose duties on, or otherwise involve services by, the person to the plan or to participants in or beneficiaries of the plan.
       
   4. Unless the context requires otherwise, the estate or personal representative of a director or officer.

For purposes of this Article, it shall be conclusively presumed that any director or officer serving as a director, officer, partner, trustee, member of any governing or decision-making committee, employee or agent of an Affiliate shall be so serving at the request of the corporation.

4. "Expenses" include fees, costs, charges, disbursements, attorney fees and other expenses incurred in connection with a proceeding.
    
5. "Liability" includes the obligation to pay a judgment, settlement, penalty, assessment, forfeiture or fine, including an excise tax assessed with respect to an employee benefit plan, and reasonable expenses.
    
6. "Party" includes a natural person or sponsor or organization of an officer or director who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding.
    
7. "Proceeding" means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the corporation or by any other person.

Section 10.13. Private Foundations
Notwithstanding the foregoing, whenever the Corporation is a private foundation as defined in I.R.C. Section 509 (a), it shall not make any indemnification which would give rise to a penalty excise tax under I.R.C. Chapter 42.

ARTICLE XI
Fiscal Year

The fiscal year of the corporation shall end on the last day of December in each year.

ARTICLE XII
Seal

The Board of Directors may provide a corporate seal and prescribe the form thereof.

 * * * * * * * *

Approved, effective as of February 18, 2000.
__________________________
Karen Meadows, Secretary