Restated ARTICLES OF INCORPORATION OF MILESTONE DEMOCRATIC SCHOOL, INC. (a nonstock corporation)
The undersigned, acting as president of the Board of Directors of a Corporation under the Wisconsin Nonstock Corporation Law (chapter 181 of the Wisconsin Statutes), adopts the following Restated Articles of Incorporation for such Corporation.
ARTICLE I Name
The name of the corporation is Milestone Democratic School, Inc. (hereinafter referred to as “Corporation”).
ARTICLE II Purposes
The Corporation is organized and shall be operated exclusively as an independent, non- profit organization for charitable, scientific, religious and/or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 as amended (or the corresponding provisions of any future United States Internal Revenue Law) (hereinafter the “Internal Revenue Code”) including, without limitation,
(a) to establish and maintain a school for the education of especially educationally-disadvantaged members of the community, including youth in poverty, migrant and immigrant youth, youth racialized into oppressed identities, youth with disabilities, LGBTQ+ youth, and youth living with trauma, that: is founded upon the principles of restorative, consensus-driven, participatory design; provides a curriculum determined by the iterative design of students, teachers, families, and communities; considers the responsibilities of governing the school to be a core learning component of the school, to be shared democratically among students, families, staff and representatives of the community; and maintains a critical, iterative approach to its structure which allows on-going innovations in democratic participation;
(b) engaging in activities relating to the aforementioned purposes; and
(c) investing in, receiving, holding, using and disposing of all property, real or personal, as may be necessary or desirable to carry into effect the aforementioned purposes.
ARTICLE III Powers
The Corporation shall have all powers described in the Corporation’s Restated Articles of Incorporation and Bylaws and conferred by law upon nonstock corporations organized under Chapter 181 of the Wisconsin Statutes and any successor provisions thereto now enacted or hereafter amended but shall exercise such powers only in fulfillment of its above- stated purposes. The Corporation shall not carry on any activities not permitted for an organization exempt from federal income tax under Section 501(a) and described in Section 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future federal tax law or an organization contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code or the corresponding provision of any future federal tax law.
ARTICLE IV Limitations
The Corporation shall not engage in any of the following activities:
a) The Corporation shall not participate in, 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.
b) No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting, to influence legislation; provided, however, that this provision shall not apply to activities consisting of carrying on propaganda, or otherwise attempting, to influence legislation, to the extent the Corporation has made an election pursuant to and remains in compliance with the restrictions of Section 50l(h) of the Internal Revenue Code.
c) No dividends shall be paid and no part of the net earnings of the Corporation shall inure to the benefit of any private individual within the meaning of Section 50l(c)(3) of the Internal Revenue Code.
ARTICLE V Members
The Corporation shall have Members. The rights, powers and privileges of the Members and their manner of exercise shall be as set forth in the Corporation’s Bylaws and in ch. 181, Wis. Stats.
ARTICLE VI Directors
The affairs of the Corporation shall be managed by a Board of Directors. The number of Directors shall be at least seven (7) and no more than nine (9) and the manner of election or appointment of Directors and their terms of office shall be as provided in the Bylaws of the Corporation. The powers and duties, number, qualifications, terms of office, manner of election, criteria for removal and time and place of meetings of directors shall be prescribed in the Bylaws of the Corporation.
The names and addresses of the persons who are to serve as the directors of the Corporation are as follows:
Board President Mary Ann Kahl, Ed.D. 2758 Dairy Drive, Madison WI 53718
Board Co-Vice President Jurie Mayo 2758 Dairy Drive, Madison WI 53718
Board Co-Vice President Gresley Rios 2758 Dairy Drive, Madison WI 53718
Board Secretary Attorney Tomas Clasen Reinhart, Boerner, Van Deuren
1000 North Water Street, Suite 1700 Milwaukee, WI 53202
Board Co-Treasurer Devika Pal 2758 Dairy Drive, Madison WI 53718
Board Co-Treasurer Stefano Oviedo 2758 Dairy Drive, Madison WI 53718
Deepa Pal 2758 Dairy Drive, Madison WI 53718
Michael Davis 2758 Dairy Drive, Madison WI 53718
ARTICLE VII Director Liability Limitations
7.1 Immunity from Liability. A director of the Corporation shall have such immunity from liability as is granted under federal and Wisconsin law, including, without limitation, ch. 181, 893 and 895, Wis. Stats.
7.2 Liability to the Corporation. No director of the Corporation shall be personally liable to the Corporation or its members, if any, for monetary damages for conduct as a director, except for (a) acts or omissions involving intentional misconduct or a knowing violation of the law by the director, (b) a director’s vote or asset to an unlawful distribution, or (c) any transaction from which the director will personally receive a benefit in money, property or service to which the director is not legally entitled.
ARTICLE VIII Dissolution and Liquidation
The Corporation may be dissolved upon the adoption of a plan to dissolve in the manner now or hereafter provided in the Wisconsin Statutes. In the event of dissolution of the Corporation, no liquidating or other dividends and no distribution of property owned by the Corporation shall be declared or paid to any private individual, but the net assets of the Corporation shall be distributed as follows:
(a) All liabilities and obligations of the Corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor.
(b) Remaining assets shall be distributed to one or more organizations described in Section 501(c)(3) of the Internal Revenue Code, and/or one or more governmental units referred to in Section 170(c)(l) of the Internal Revenue Code exclusively for public purposes, as determined in the plan to dissolve adopted in the manner set forth above in this Article VIII. Any assets not disposed of pursuant to the foregoing provisions shall be distributed by the circuit court of the county in which the principal office of the Corporation is located to one or more organizations described in Section 501(c)(3) of the Internal Revenue Code, or to a governmental unit referred to in Section 170(c)(l) of the Internal Revenue Code exclusively for public purposes, such as the court shall determine.
ARTICLE IX Amendment
These Restated Articles may be amended in the manner now or hereafter provided in the Wisconsin Statutes and the Bylaws.
ARTICLE X Bylaws
Subject to the approval of the Members, Bylaws of the Corporation may be adopted by the Board of Directors at any regular meeting or any special meeting called for that purpose, so long as they are not inconsistent with these Restated Articles. The authority to make, alter, amend or repeal Bylaws is vested in the Board of Directors, subject to the approval of the Members. The Bylaws of the Corporation may provide that the Corporation is authorized to make distributions under Section 181.1302(4) of the Wisconsin Statutes.
ARTICLE XI Address of Registered Agent
11.1 The street address of the Corporation’s registered office is 103 N. Madison Street, Stoughton, WI 53589 and the name of the Corporation’s registered agent is Sean Anderson.
11.2 The mailing address of the principal office of the Corporation is 2758 Dairy Drive, Madison, WI 53718.
ARTICLE XII Name and Address of Incorporator
Name of Incorporator: Street Address: City, State, Zip:
Sean Anderson, School Developer 103 N. Madison Street Stoughton, WI53589
IN WITNESS WHEREOF, the undersigned President of the Board of Directors has signed these Restated Articles of Incorporation this 30th day of July, 2020.
_________________________________________ Mary Ann Kahl, Ed.D. – Board President
Restated Articles of Incorporation drafted by: Attorney Julie A. Lewis Lewis Law Office, LLC 10 East Doty Street, Suite 800 Madison, WI 53703 (608) 298-7324/t [email protected]