Articles of Incorporation
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE ECOLOGICAL SOCIETY OF AMERICA. INCORPORATED
These Amended and Restated Articles of Incorporation of The Ecological Society of America, Incorporated are adopted pursuant to the authority and provisions of Chapter 181 of the Wisconsin Statutes, and supersede and take the place of the existing Articles of Incorporation, and all amendments hereto, of The Ecological Society of America, Incorporated.
ARTICLE 1: NAME
The name of the Corporation is THE ECOLOGICAL SOCIETY OF AMERICA, INCORPORATED, hereinafter referred to as the “Society”.
ARTICLE 2: EXISTENCE
The Society is created as a nonprofit, nonstock Wisconsin corporation under Chapter 181 of the Wisconsin Statutes. The Society’s period of the Society’s existence is perpetual.
ARTICLE 3: PURPOSES
3.1 The Society is organized and operated exclusively for scientific and educational purposes under 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The specific purposes shall include (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 decision-making by enhancing communication between the ecological community and policy-makers at all levels of government and the private sector.
3.2 The Society is expressly prohibited from engaging in any activity that would be inconsistent with the status of a scientific and educational organization as defined in Section 501(c)(3) of the Code.
ARTICLE 4: POWERS
The Society has 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 stated in Article 3 above, and further provided that:
4.1 No part of the net earnings of the Society shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the Society is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 3 above;
4.2 No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation;
4.3 The Society shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office; and,
4.4 Notwithstanding any other provision of this document, the Society shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Code.
ARTICLE 5: MEMBERSHIP
The Society shall have members. The qualifications, obligations, and privileges of membership shall be set forth in the bylaws of the Society.
ARTICLE 6: BOARD OF DIRECTORS
The affairs of the Society shall be managed by a Board of Directors, referred to as the “Governing Board” in the bylaws of the Society. The method of electing directors of the Society shall be stated in the bylaws of the Society. The number of directors shall be fixed by the bylaws of the Society, but the number of directors shall not be fewer than three.
ARTICLE 7: PRINCIPAL OFFICE AND REGISTERED AGENT
8.1 The mailing address of the principal office of the Society is:
1990 M Street N.W., Suite 700
Washington, DC 20036
8.2 The name and address of its current Registered Agent is:
Scholz Nonprofit Law
612 West Main Street, Suite 301
Madison, WI 53703
ARTICLE 8: AMENDMENT
These articles may be amended in the manner authorized by law at the time of the amendment.
Article 9: 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, transfer ownership of all assets and unspent funds to such organization or organizations that are organized and operated exclusively for exempt purposes under section 501(c)(3) of the Code, or corresponding provisions of any subsequent federal tax laws, or to a State or a political subdivision of a State as defined in section 170(c)(1) of the Code.
ARTICLE 10: RECORDING
The undersigned officer of the Society certifies (a) that the foregoing Restated Articles of Incorporation contain one or more amendments to the Society’s current Articles of Incorporation requiring approval of the Board of Directors of the Society and (b) that said amendments were adopted by the Board of Directors on May 13th, 2020, in accordance with Section 181.1003, Wis. Stats.
I execute these Restated Articles this thirteenth day of May, 2020.
Printed name: Catherine O’Riordan
Title: Executive Director