ARTICLES OF INCORPORATION OF FRIENDS OF ROWAN CREEK

The undersigned, being a natural person more than eighteen (18) years of age, hereby executes and acknowledges these Articles of Incorporation for the purpose of forming a corporation under Chapter 181 of the Wisconsin Statutes, WITHOUT STOCK AND NOT FOR PROFIT:

ARTICLE I
NAME
The name of the corporation shall be the FRIENDS OF ROWAN CREEK, INC.

ARTICLE II
PERIOD OF EXISTENCE
The period of existence shall be perpetual.

ARTICLE III
PURPOSES AND POWERS
The corporation is organized exclusively for charitable, educational, and scientific purposes, and, more specifically within these purposes:

(1) To restore, enhance, protect and promote the unique characteristics of Rowan Creek and that portion of its watershed which is located entirely within the Village of Poynette and Townships of Arlington, Dekorra, Leeds, Lodi, and Lowville, Columbia County, South-Central Wisconsin.

(2) To identify, protect, manage and restore natural, agricultural and scenic lands with significant biological, conservation or open space values for the benefit of the public, including the watershed of Rowan Creek and the accompanying wetlands and woodlands in order to maintain the quality of life, economic diversity and natural scenic beauty of the region.

(3) To assist in the protection, management and restoration of such lands, and the quality of life they provide, through education and assistance to public bodies, public officials and members of the general public about conservation tools and strategies, including the acquisition of lands, conservation easements, development rights and other interests in land though purchase and the acceptance of donations of such interests.

(4) To acquire, by gift, purchase or otherwise, real or personal property of any kind whatsoever, including partial real property interests and conservation easements, in order to protect, manage and restore water bodies and open space lands in the region.

(5) To transfer any real property, interest therein, or other assets which it may hold from time to time to any governmental agency or other suitable agency which is duly authorized and able to receive and administer the same for the purposes set out above.

(6) The foregoing statement of corporate purposes shall not be construed as restricting or limiting in any way the general powers of this corporation, or their exercise and enjoyment, as they are expressly or impliedly granted by Chapter 181 of the Wisconsin Statutes, except for those powers not in furtherance of exempt purposes under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States internal revenue law.

(7) To neither have nor exercise any power, nor engage directly or indirectly in any activity that would invalidate its status: (a) as a corporation which is exempt from federal income taxation as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States internal revenue law, or (b) as a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States internal revenue law.

(8) No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes expressed herein.

(9) No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall it in any manner or to any extent participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office; nor shall the corporation engage in any activities that are unlawful under federal, state or local law.

ARTICLE IV
MEMBERS
The corporation shall have members. Provisions respecting members, including the qualifications, requirements, and rights of members, shall be as provided in the By-laws.

ARTICLE V
BOARD OF DIRECTORS
The number of persons who shall serve on the Board of Directors shall be fixed by the By-laws from time to time, but shall not be fewer than three (3). The qualifications and manner of designation or election of the directors shall be provided for in the By-laws. The names and addresses of the initial Directors are:

Nancy Braker
605 McMillan Road
Poynette WI 53955

Dan Cole
W9972 River Oaks Road
Poynette WI 53955

Steve Mueller
171 S. Academy
Poynette WI 53955

Yvette Lokotz
233 Colby Blvd.
Poynette WI 53955

Theresa Plenty
236 Colby Blvd.
Poynette WI 53955

Allison Russell
N2873 Butternut
Poynette WI 53955

Dave Egan
W10662 Kelly Drive
Poynette WI 53955

ARTICLE VI
DISSOLUTION
Upon dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the corporation, assign all of the assets of the corporation to the State of Wisconsin to be utilized by the Wisconsin Department of Natural Resources, or its successor administrative agency, for purposes of the corporation at Rowan Creek or within the Rowan Creek watershed. Any such assets not disposed of pursuant to the foregoing shall be assigned to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) engaged in activities substantially similar to those of the corporation as the Board of Directors shall determine. Any such assets not disposed of pursuant to the for

ARTICLE VII
PRINCIPAL OFFICE
The principal office of the corporation is located in Columbia County at 605 McMillan Road, Poynette, Wisconsin, 53955.

ARTICLE VIII
REGISTERED AGENT
The name and address of the Registered Agent is Nancy Braker, 605 McMillan Road, Poynette, Wisconsin, 53955.

ARTICLE IX
AMENDMENT
These Articles may be amended in the manner authorized by law at the time of amendment, but no amendment shall substantially change the original purposes of this corporation.

ARTICLE X
INCORPORATOR
The name and address of the incorporator is
Nancy Braker
605 McMillan Road
Poynette, WI 53955

IN WITNESS WHEREOF, I have hereunto set my hand in duplicate, this __ day of _________________, 2001.

_____________________________________ STATE OF WISCONSIN ss. COLUMBIA COUNTY

Personally came before me this __ day of ____________, 2001, the above-named ___________________, to me known to be the person who executed the foregoing instrument and acknowledged the same. Notary Public, Columbia County, Wisconsin My Commission:_______________________

This document was drafted by: Attorney William P. O'Connor Wheeler, Van Sickle & Anderson, S.C. 25 W. Main Street, Suite 801 Madison, Wisconsin 53703