OFFICE OF REGISTER OF DEEDS - Bext Carmody... ++ Register of Deeds of .......Da0F.. County, Wisconsin, do hereby certify that a duly certified copy of the original articles of organization of + Ephraim, Yacht, Gluh. 8 corporation located in, + PAR. -county, which articles hhad attached a oortifieate of the Seeretary of Stabe of Wisconsin, showing thet such articles were accepted ‘and fled in the Department of State, was daly left and filed for reeord in my office on the....28%...., day of... Dacember.. ....., 19.58 - Pegemher., Witness my hand and official seal this, JA $,...day of...noe ‘tenses 41-16-$8 KWON ALL MEN HY THESE PRESENTS, that the undersigned, adult residents of the State of Wisconsin, have associated, and do hereby associate thouselvas together, for the purpose of forming « corporation umder Chapter 180 of the Wisowvein Statutes ARTICLE FIRS?. Tho business and purpowe of such corporation shall be: To rent, or Lease, or ow, and to operate, maintain, and ‘© Olt House for the Use of maxbers, guests and friends; to own gud sell pleasure boats and crafts of various types and kinds; to om, or lease, or rent, and maintain, operate or amage, dooks, slips, and anchorages for pleasure boats and ratty to promote and conduct races, Rogattes, and sooial affeirs and ove its for members,’ guests and friends, athletic «ports and pastimes; to hold or arrange mtahes and ‘tions, and Offer and grant, or contribute towards the provision of pris vent and deal in all Kinds ef spparavas, Provisions, refreshments and foods for persons using the Glub House or facilities of the corporation; To purchase, take, loase of othervise acquire lends, buildings, dooks, or othor property of aty kind neoonsary or requisite ABIIOLE SEQ, te name of said corporation shall be ~ SEPHRATM YAGHE CLUBY nd ite location shall be in the Viliage of Ephretn, Door County, Wiaeonsine sone7m a The corporation shall be non=rtuck and no Atvidends or pecuniary profits shell de declared to the mombere thereat. ARTIOLE FOURTH. the generel officers of aid corporation shall be « President, Vice President, Secretary, and Treasurer, and the Board of Direstors shall consist of Seven members, Directors to be elected for a term of one year, ARTICLE FIFTH, The principal dutios of the President shall be to proside at all meotings of the members and the Board of Directors and to have a general euporvision of the affairs of the corporations ‘The principal duties of the Vice President mhall be to discharge the duties of the Preaideuc in the ovont of absence or disability, for any cause whatever, of the latter, ‘The principal duties of the Secretary shall be to countersign al? deeds, leases and conveyances executed by the corporation, affix the seal of the corporation ‘thereto, and to such other papers as shall be required or @irocted to be sealed, and to keep « record of the provesdings of the Bourd of Directors, and to safely and systematically koep all bocks, papers, records and doounents belohging to the corporation, or in any wise pertaining te the business thereof.‘The prinotpal duties of the Treasurer bal) be to keep and account for all moneys, oredits and property, of any and every nature, of the cerporetion, Wntoh shall come into hia hands, and keep an accurate ‘Account of all moneys received and disbursed, and proper Vouchers for moneys disbursed, and to render such accounts, statements and inventories of moneys received and disbursed, ‘and of money and property on hand, and generally of all shall be required by matters pertaining to this ofttes, the Board of Directors, The Board of Direotors may provide for the sppointuont of much additional officers as they may deem for the best interests of the corporations Monever the Board of Directors may s0 onder any two offices, the duties of whtoh do not conflict, way be held by one persons The said offteers shall perform such. Additional or different duties as shall from tine to time be Amposed or required by the “oand of Directors, or as may be proscribed from tise to tine by the by-im ARTICLE SIXTH, To officers shall ve ‘lected by the Direators, who shall first be olected by ‘the menbers of said corporations| ARTICLE SEVENTS, The method and conditions upon which meuhers shall be accepted and @Ascharged or expelled shall by as follows Menberahip shal? be divided into three ola = AOTIVE ~ LIFE and HONORARY. ACTIVE MEVBERS shall be admitted w; paymont of an initiation fee of $5.00 annual dues of $5.00 per year, LIFE MEMBERS shall be admitted upon payment of $100.00, { HONORARY MEMBERS shell be admitted without Anitintion fees or dues, upon election by the Board of Director Any Menborsbip may be torminated for cause, . vy vote of a majority of the Direstors, | ARTICLE EIGHTH, These articles my de anondod by resolution setting forth such amendnent i oF ananduents adopted at any meeting of the mesbers by a vote of at least one-half of all the members of said corporation, . ARTICLE KINTE. ‘The names and reeidenc of the persons forming this corporation ares | Hels Jepsen veetding at Rptrein, Wisconsin, "Bogenson Fesiding at Ten residing at WieconaineIW WITNESS MEREOF, We have hereunte sot our hands, this ga day of Hoveaber, A. D. 19584 owe Original Signatures of Incorporatora. oars op wrscoxsrx 3 Couwry OF DooR pom Personally came before me this 2a! Gay of Hovenber, A. D, 1988, the above nancd Hols Jepsen, ‘Herman Hogenson and Ivan,thorpe to me knom to be the persons sho executed the foregoing instrument, and eokmowledged the same,‘TO ALL TO WHOM THESE PRESENTS SHALL COME: F, Theodore Dammann, Secretary of Stale of the State of Wixonsin, de hereby certify that om the ®O%% dey of Yorember A, D. 1938, Articles of Incorgoraion were filed in my office der the provisions of Chapter 180 of the Wiconsin Statutes, which Aviles provides Nome: FPRRATI YACHT CLUB Locating: TV aco of Ephrata Copia! Suck: R0%t oaptted stook and ast for profits Busines and Pupaesto ents o= Loans, or om, and to operate, maintein, and menage a Club House for the use of members, questa and frienda, ates I farther cevify that Pi0 Dalles, tie fee required dy law, has ber paid: and that a certificate bas been filed in my office to the efect that seid Articles were recorded in the office ofthe Regiter of Deeds of Poor County, Wisconsin, on the ae dey of Doverber A, D. 193 8, THEREFORE, The State of Biscousias does hereby grant unto the seid corporation the powers and privileges conferred by the Wieeansin Statutes forthe puaposs staed and in acordance with sid Article, Jn Witness Wheveof, I hve hereunio Lees ; . Bad day of Dove | A, 72 1938, Savy of Soe : i0004S 22 Fak 44 279 $199 GODFREY & Ka Gove O@ GE 10089 AMENDED AND RESTATED ARTICLES OF INCORPORATION ACCT Ovoo1310 clase cme 310 TRK 0001245397 fount $25.00 oF ERBRAIM YACHT CLUB These Amendod and Restated Articles of Incorperetion shall supersede and replace the heretofore existing Articles of Incorporation and all. aunendments thereto of Ephraim Yacht cee, Tnc., a Wisconsin nonstock/aoaproft corporation, udex Chaptec 181 of the Wis cane 360 ARTICLEL TRE, 0001245399 faount $25.00 Name of ‘The name of the corporation is: Ephraim Yack Club, Inc. (hereinafter refered to 3 “club”, ARTICLE Osganization and Existence ‘The Club is organized under Chapter 181 of the Wisconsin Statutes. The period of existence of the Club shall be perpetual ARTICLE Dl Offices and Registered Agent The ing adres ofthe nial of of ie Chibi 10071 Wats Stes P.O-Box 3H, air, Wisconsin 54211. The address of the registered office of the’ is fater “Street, ?.0. Box 331, Ephiaum, Wisconsin 5421, andthe name of the registered agent at such —— address is Suzanne Lisle. ARTICLE IV, Purmoses ‘The purposes for which the Club is organized are gentérally for the exclusive charitable ‘and educational purposes within the meaning of Scction 501(<)(3) ofthe Intamal Revenue Code of 1986 or corresponding provisions of any successor revenue act, and includittg but not limived to: (© w provide for the training of suitable candidates in the techniques of racing sal! boats {in ocal, nstional axd international competition,© oTewe09 A5:2k FAL 424 279 6198 (b) to provide practice racing sessions and classroom lectures through which selactod trainoes may be schooled in competitive helmsmanship, sail trim and handling, sail and sail boat design, and racing strategy and tactics; {€) to provide instruction, fice use of equipment, and free use of appropriate facilities for ‘men, women and childre . who desire training in the sport of sailing; (2) t encourage and promote safe water sports; (@) to foster and encourage the spurt of faimess and good sportsmanship in amateur sailing competition; and (® t promote environmentally responsible uses of the marine environment. [No part ofthe net eamings of the Club shall inure tothe benefit of any Member, trustee, Director, officer of the Club, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Club), and n0 Member, trustee, officer af the Club or ‘any private individual shall be entitled to share in the distribution of any of the Club assets on. dissolution of the Club. No substantial part of the activities of the Chub shall consist of carrying on propaganda, ot otherwise attcrupting, to influence legislation, and the Club shall not ‘participate ar intervene in (Including the publishing or distributing of statements) any potitical canpaign on bebalf of (or in opposition to) any oan idate for public oftice. ARTICLEV Powers The Club shall have all powers conferred upon a nonstock/nonprofit comporation, organized under Chapter 181 of the Wisconsin Statutes and any successor provision thereto as ‘ow enacted or hereafter amended. Such powers shal! be exercised only in fulfillment of the ‘purposes of the Club set fort herein. ARTICLE VI Members Classes of Members and standards for eligibility for such classes shall be as stated in the By-Laws, ARTICLE VII ‘Number of Directors ‘The number of Directors constituting the Board of Directors of the Club shall be twelve (12), The number of Directors may be increased or decreased by adoption or amendment of the By-Laws. The manner in which the Board of Directors shall de elected or appointed shall be — provided in the By-Laws.‘Dissolution Upon dissolution ofthe Club, its net assets shall be distributed to such governmental ‘tities or charitable tax-exempt organizations organized and op :rated exclusively for one ot more of the purposes specified in Article TV, above, which are of the type described in subsections 2055(e)(1) or 2) ofthe Internal Revenue Code of 1986, a3 amended, or corresponding provisions of any successor Revenne Act, as shall be seleeted by the Directors of the Club. ARTICLE IX Contain Restrictions ‘The Club shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986 as amended, retain any exress business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986, as amended, make any investments in -such a manner as to subject the Club to tix under Section 4944 of the Internal Revenue Code of 1986, as amended, or make any taxable expenditures as defined in Section 4945(4) of the ‘Internal Revenue Code of 1986, as amended,AL RE/AV0O AS BL PAE aad 279 S89 GODFREY 4 KAN Bees ‘This is to certify thatthe foregoing Amended and Restated Articlos of Incorporation contains one or more amendments to the Articles of Incorporation requiring approval by the Members. Amendments adopted 22 of Chater 9, 1999 in accordance with sec. 181.1003, Wis. ‘Stats. Executed on Dptadur’ 9, 1999. ‘Suzanne [7sle) Commoaore This instrument was drafted by: Joka J. Lott, Esq. Godfiey & Kahn, $.C. 780 North Water Street Milwaukee, WI 53202 (414) 273-3500 seua002s 2.1D0CPasco p Fas, cP Foy Pr TRH Uikeeles of re ore ate Ji 11 20 chap. 1B! : — Mame charge - Casdels nar) Hepatned Court dhang ~ Prego Lee 245 Colbie) ehangr ~ Cot) aden Panel mcs oben Congy — gots 57/43) Langeupe66 CEl0674 : ot OF FANGS TUTONS SINE OF WISCONSN AMENDED AND RESTATED oq, ay 30 AN 5S. ARTICLES OF INCORPORATION oF EPHRAIM YACHT CLUB, INC. ‘These Amended and Restated Articles of Incorporation of Ephraim Yacht Club, Inc. shall supersede and replace the Amended and Restated Articles of Incorporation of Ephraim Yacht ‘Club filed with the Wisconsin Department of Financial Institutions on July 10, 2000 and shali supersede and replace all other heretofore existing Articles of Incorporation and all amendments thereto of Ephraim Yacht Club, inc., a Wisconsin nonstock/nonprofit corporetion, under Chapter 181 of the Wisconsin Statutes: ARTICLE I Name ‘The namic ofthe corporation is Ephraim Yacht Club, Inc, (hereinafter referred to a5 “Ephraim Yacht Club”). ARTICLE Organization and Existence Ephraim Yacht Club is organized under Chapter 181 of the Wisconsin Statutes.. The period of existence of Ephraim Yacht Club shall be perpetual. ARTICLE 11 Offices and Registered Agent ‘The mailing address of the principal office of Ephraim Yacht Club . is 10071 Water Street, P. O, Box 331, Ephraim, Wisconsin 54211. The address of the registered office of Ephraim Yacht Club is 10071 Water Street, P. O. Box 331, Ephraim, Wisconsin 54211, and the ‘name of the registered agent of Ephraim Yacht Club at such address is George Carey. (us 30 2906 ove55 an 254944 CORPS. $925.00 WIDFI : CREDIT Spin Yc Ce ‘Arde od ed Ai ororon prin Yak Ch 52204 tarotARTICLE IV Purposes Ephraim Yacht Club is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations qualifying as organizations exempt from Federal income tax under Section 501(c)(3) of the Intemal Revenue Code, or corresponding section of any frture Federal tax code, and including, but not limited to, the following activities: @ to provide for the training of suitable candidates in the techniques of racing sail ‘boats in local, national and international competition; (b) to provide practice racing sessions and classroom lectures through which selected ‘trainees may be schooled in competitive helmsmanship, sail trim and handling, sail and sail boat design, and racing strategy and tactics; (©) to provide instruction, free use of equipment, and free use of appropriate facilitates for men, women and children who desire traning in the sport of sailing, (@) to encourage and promote safe water sports; © to foster and encourage the spirit of faimess and good sportsmanship in amateur sailing competition; and, (D _ to promote environmentally responsible uses of the marine environment. Notwithstanding any other provision of these Articles of Incorporation, Ephraim Yacht Club shall not carry on any other activities not permitted to be carried on (2) by an organization exempt from Federal income tax under Section 501(c\3) of the Internal Revenue Code, or any ‘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 Internal Revenue Code, or any corresponding section of any future Federal tax code. No part of the net eamings of Ephraim Yacht Club shall inure to the benefit of any ‘Member, trustee, Director, officer of Ephraim Yacht Club, or any private individual (except that reasonable compensation may be paid for services rendered to or for Ephraim Yacht Cub), and xno Member, trustee, officer of Ephraim Yacht Club’ or any private individual shall be entitled to share in the distibution of any of Ephraim Yacht Club's assets on dissolution of Ephraim Yacht Club. No substantial part of the activities of Ephraim Yacht Club shall consist of carrying on propaganda, or otherwise attempting, to influence legislation, and Ephraim Yacht Club shall not participate or intervene in (including the publishing or distributing of statements) any political campaign on behalf of (or in opposition to) any candidate for public office. pai Yok Ch, _Anended en Rested Atle of ncxprson of Epa Yah Ci 4252004 ‘asntoeARTICLE V Powers Ephraim Yacht Club shall have all powers conferred upon a nonstock/nonprofit ‘corporation, organized under Chapter 181 of the Wisconsin Statutes and any successor provision thereto as now enacted or hereafter amended. Such powers shall be exercised only in fulfillment of the purposes of Ephraim Yacht Club as set forth herein, ARTICLE VI Members Classes of Members and standards for eligibility for such classes shall be as stated in the By-Laws. ARTICLE VI Number of Directors ‘The number of Directors constituting the Board of Directors of Ephraim Yacht Club shall be twelve (12). ‘The number of Directors may be increased or decreased by adoption or amendment of the By-Laws. The manner in which the Board of Directors shall be elected or appointed shall be provided in the By-Laws. ARTICLE VII Dissolution Upon the dissolution of Ephraim Yacht Club, its assets shall be distributed for one or ‘more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or ‘corresponding section of any future Federal tax code, o shall be distributed to the Federal government, or to a state or Jocal government, for public purposes. Any such assets not disposed Of shall be disposed of by a Circuit Court of competent jurisdiction of the county in which the principal office of Ephraim Yacht Club is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE IX Certain Restrictions Ephraim Yacht Club shall not engage in any act of self-dealing as defined in Section 4941(4) of the Internal Revenue Code of 1986 as amended, retain any excess business holdings as defined in Section 4943(c) of the Intemal Revenue Code of 1986, as amended, make any investments in such a manner as to subject Ephraim Yacht Club to tax under Section 4944 of the 3 [penn Yach Cb ne. ‘Aruned and Resse Arter of norporton of Epa Yat Ce, ne. 823200 oeInternal Revenue Code of 1986, as amended, or make any taxable expenditures as defined in Section 4945(d) of the Intemal Revenue code of 1986, as amended. Information Required By Wisconsin Statutes Annotated, Section 181.1005 1. The name of the Corporation is Ephraim Yacht Club, Inc. 2. The text of each amendment adopted is as set forth hereinabove, 3. The amendments set forth in these Amended and Restated Articles of Incorporation of Ephraim Yacht Club, Inc. were unanimously adopted by the Board of Directors of Ephraim Yacht Club, Inc. on August 7, 2004. 4, The amendments set forth in these Amended and Restated Articles of Incorporation of Ephraim Yacht Club, Inc. were unanimously adopted by the Board of Directors of Ephraim Yacht Club, Inc. on August 7, 2004, in accordance with Wisconsin Statutes Annotated, Section 181.1002, and no members of Ephraim Yacht Club, Inc. have voting rights ‘with respect to these amendments to the Articles of Incorporation of Ephraim Yacht Club, Inc. The Board of Directors of Ephraim Yacht Club, Inc. authorized Paul R. Pillat, the ‘Treasurer of Ephraim Yacht Club, Inc., to execute and fle these Amended and Restated Articles of Incorporation of Ephraim Yacht Club, Inc. Respectflly submited tis 21M day of August, 2004, Paul R. Pillat, Treasurer of Ephraim Yacht Club, Ine. ‘This document was prepared by John David Doverspike. pba Yaet Cb, fe. ‘Awnded and Rested Articles of neorporton of Eprnim Vash Chi, 732004 oe ‘ooANA rsiungs aMaseP 23. HESTHECATE PURSUANT TO CHAPTER 1 FOR -1006(8) AMENDED AND RESTATED ARTICLES OF INCORPORATION oF EPHRAIM YACHT CLUB, INC. This Certificate is given to the Wisconsin Department of Financial Institutions in accordance with the provisions of Chapter 181.1006(8) of the Wisconsin Statutes together with the Amended and Restated Articles of Incorporation of Ephraim Yacht Club, Inc. This is to certify that the foregoing Amended and Restated Articles of Incorporation of Ephraim Yacht Club, Inc. do not contain an amendment requiring approval by members or by any other person, other than the Board of Directors of Ephraim Yacht Club, Inc., who ‘unanimously adopted the foregoing Amended and Restated Articles of Incorporation of Ephraim ‘Yacht Club, Inc. on August 7, 2004, and such restatement is in accordance with Wisconsin Statutes Section 181.1002. The Board of Directors of Ephraim Yacht Club, Inc. authorized Paul R. Pillat, the ‘Treasurer of Ephraim Yacht Club, Inc., to execute and file this Certificate and the Amended and Restated Articles of Incorporation of Ephraim Yacht Club, Inc. Respectfully submitted this Wis day of September, 2004, Peal R. Pillat, 1 of Ephraim Yacht Club, Inc, ‘This document was prepared by John David Doverspike, Eptraim Yacht Chub, Ine. 1 (Capa Cin Armed wo Ried re of erptin of Epini ie C 825200 oeRotel Qoteen, Chape 3) Mep G58 ‘ager ‘STATE OF wiscOH TUED. SEP 28 2004 Derserars a MAC HST