BRILLION NATURE CENTER ASSOCIATION, INC.

 CONSTITUTION AND BY-LAWS

 ARTICLE I.    NAME
                     The name of this tax-free organization shall be the Brillion Nature Center Association, referred to in this document as Lessee.
ARTICLE II.    PURPOSE
        Section 1.    The purpose of this organization shall be to organize, plan, and manage the Brillion Nature Center and associated lands
                           located at the following site as defined by following description:
                           Legal Description

                           Township 20 north, Range 20 East
                           Section 34 – SW ¼ of the NW ¼ including barn, and other associated buildings, and trails at this location and adjacent
                           portions of the Brillion Wildlife Area utilized by the Lessee. 

                           The mailing address of the organization shall be 315 South Main Street Brillion, WI 54110.

                           The physical address of the organization shall be W1135 Deer View Road Brillion, WI 54110.

        Section 2.    In addition, the purpose shall be to promote wildlife and nature study interest among people in the area and to encourage 
                           support through membership and/or donations.

ARTICLE III.    MEMBERSHIP
        Section 1.    Membership shall be on a voluntary basis for all interested individuals.

        Section 2.    Individuals interested in becoming a member will have the choice of the following memberships:

                           A.    Voting membership for people who will be willing to work toward the completion of the goals set by this organization.
                           B.    Nonvoting membership for individuals, service groups or businesses who are willing to donate a financial sum towards
                                  the goals set by this organization.

        Section 3.    Tax deductible membership dues shall be for a period of one year.  The amount of the dues and the dues structure shall
                           be reviewed annually at the discretion of the Board of Directors.
        Section 4.    Any member wishing to withdraw from the association may do so, however, all dues shall remain as part of the existing
                           treasury of the organization.

        Section 5.    Each voting membership shall be entitled to one vote.

        Section 6.    The memberships shall be as follows:
        Annual Dues

        $20.00          Family (Voting) – This membership covers an entire family, including all children up to the age of eighteen. It provides
                            all benefits that the association makes available to its members.
        $15.00          Adult/Individual Membership (Voting) – This membership is for anyone over the age of eighteen except for students
                            who qualify under student membership. This membership has voting rights and all other benefits that the association
                            makes available to its members.
        $100.00        Business/Organization (Nonvoting) – This membership is for public and private parties to participate in the support of
                           the Brillion Nature Center, but does not provide voting privileges. 
        $8.00           Senior Citizens/Student (Voting) – This membership is open to any retired citizen who is 62 years of age or older and for
                           students presently enrolled in secondary schools and through the year of graduation regardless of age. The membership
                           will provide voting privileges along with all other benefits that the association makes available to its members.
        $200.00        Life Membership Single(Voting) – This membership is for an adult and provides a life membership. It includes voting
                           privileges and other benefits that the association makes available to its members.

ARTICLE IV.    BOARD OF DIRECTORS

        Section 1.    The Board of Directors shall be responsible for decisions involving the day-to-day operations of the association.

        Section 2.    The Board of Directors shall be responsible to keep an accurate set of records – both financial and historic.

        Section3.     There shall be nine(9) directors either appointed or elected to the board. 
                           A.    Two (2) members of the Board of Directors shall be Appointed annually by the Brillion Public School District Board of
                                  Education to represent the school district on the Brillion Nature Center Association Board of Directors.
                           B. Seven (7) members shall be elected from the general membership of the association.

        Section 4.    Terms of service for each elected board member shall be for a period of three(3) years.
                           A. Three (3) members for a three (3) year term each.
                           B. Two (2) members for a two (2) year term each.
                           C. Two (2) members for a one (1) year term each.

        Section 5.    Board of Director members will be elected on a majority vote of the membership in attendance at the annual meeting.

        Section 6.    Any vacancy on the Board of Directors during a normal term of service shall be filled by appointment of a majority of the 
                           remaining Board of Directors. This appointment shall be until the next annual meeting. At the next annual meeting, the 
                           membership shall elect a Board of Director member to complete the original term of the vacant seat.

ARTICLE V.    OFFICERS AND DUTIES

        Section 1.     All association offices shall be held by Board of Director members.

        Section 2.     The following officers shall be elected annually from the newly elected Board of Directors by the Board of Directors:
                            President, Vice-President, Treasurer and Secretary.
        Section 3.     The duties of the president shall be to:
                            A. Chair all Board of Directors meetings and the membership meetings.
                            B. Execute all association regulations.
                            C. Call special meetings.
                            D. Fulfill all responsibilities as described herein.

        Section 4.    The duties of the vice-president shall be to:
                           A. Chair Board of Directors meetings and the membership meetings in the absence of the president.
                           B. Assist the president in all matters.
                           C. Make arrangements for the regularly scheduled and specially called meetings.

        Section 5.    Duties of the treasurer shall be to:
                           A. Maintain a record of all income and expenditures and submit a financial report at each meeting.
                           B. Submit a financial report at the annual meeting to the full membership in attendance.
                           C. Work closely with the superintendent of schools.

        Section 6.    Duties of the secretary shall be to:
                           A. Take minutes of all meetings and see that all Board of Directors members receive copies of the same.
                           B. Maintain a written history of the activities and actions of the Association.
                           C. Review the constitution and edit or bring it up to date annually in accordance with any changes made.
                           D. Issue all notices of meetings whether Board of Directors meeting or full membership meeting.

        Section 7.    Officer vacancies that may occur during the one-year term shall be filled through appointment by the Board of Directors
                           from within the Board of Directors.

ARTICLE VI.    MEETINGS

        Section 1.    Type of meeting shall be as follows:
                           A. Full membership meetings.
                           B. Board of Directors meetings.
                           C. Annual meetings.

        Section 2.    Full membership meetings shall be held a minimum of one (1) time per year, generally at the same time of the annual
                          meeting.  Special meetings may be called at the discretion of the Board of Directors or by petition of 30% of the
                          membership. The November meeting shall be considered the annual meeting where the Board of Director members will be
                          elected. The specific meeting dates and times shall be decided on for the year at each annual meeting. The annual
                          meeting shall be held in November and shall include, but not be limited to the following:
                          A.    Election of Board of Director members.
                          B.    Financial report.
                          C.    Annual report by the secretary.
                          D.    President’s message.
                          E.    Naturalist’s report.
                          F.    Standing committee reports.
                          G.   Other old business.
                          H.    New business.

        Section 3.    Board of director meetings shall be held on a monthly basis. The specific meeting time shall be decided on at the first
                           yearly meeting of the Board of Directors. Special meetings of the Board of Directors shall be called for by the president or
                           by a majority of the directors.

ARTICLE VII.    COMMITTEES

        Section 1.    The Board off Directors shall have the authority to create such committees as it may deem necessary to fulfill the purpose
                           of the association. A report of all committees must be presented at the annual membership meeting.

        Section 2.    Each committee shall appoint a chairperson to be the liaison between the Board of Directors and the committee.

        Section 3.    The vice-president of the Board of Directors shall become an ex-officio member of all committees.

ARTICLE VIII.    CONSTITUTION AND BY-LAWS

        Section 1.    The constitution and by-laws may be amended at the annual meeting by a majority of the members in attendance.

        Section 2.    A constitutional or by-law amendment cannot be made unless it has been placed on the agenda of the annual meeting.

        Section 3.    Constitutional or by-law amendments may be referred to the agenda by:
                           A. The Board of Directors.
                           B. The general membership.

ARTICLE IX.    FISCAL AGENT AND YEAR

                     The school district shall act as the depository and expenditure agent for the association. The fiscal year of the association
                     shall begin on the first day of July and shall terminate on the last day of June of the following year.

ARTICLE X.    PARLIMENTARY AUTHORITY

                    The rules contained in Robert’s Rules of Order shall govern this association in all cases to which they are applicable and in
                    which they are inconsistent with the by-laws.

ARTICLE XI.    ORIGINAL INCORPORATORS

                      The original incorporators of this association include Gary L. Deiter and Harold L. Meyer.

ARTICLE XII.    DISSOLVING THE ASSOCIATION

                       If at any time this association wishes to dissolve its official and legalstandings, it shall go through the following procedures:

        Section 1.     There must be a ¾ vote of the existing membership in attendanceat the annual meeting.

        Section 2.    There must be approval from each member of the existing Board of Directors.

        Section 3.    The issue shall be discussed with the Department of Natural Resources.

        Section 4.    The above information shall be presented to the Brillion School District Board of Education.

        Section 5.    Approval must be received from the Brillion School District Board of Education.

        Section 6.    A decision shall be made on how to dissolve any available cash and/or existing assets.

Reviewed: November 18, 2008