Articles of Incorporation




The undersigned, acting as incorporator of a nonstock corporation under the Wisconsin Nonstock Corporation Law, Chapter 181 of the Wisconsin Statutes (the "WNCL"), hereby adopts the following Articles of Incorporation for such corporation:


The name of the corporation is ResCarta Foundation, Inc.



The corporation is organized and shall be operated exclusively for charitable, educational, scientific and literary purposes within the meaning of I.R.C. Section 501(c)(3). Such purposes may include, but are not limited to: (1) researching, developing, maintaining and publicizing standards and practices for the digital storage and distribution of visual, audio, written or other digital file formats; (2) developing and distributing computer-related open source code to implement recommended standards and practices for the storage and distribution of digital files; and (3) providing education and training regarding recommended standards and practices and the related open source code. The corporation may carry out its purposes directly or by making gifts, grants or other payments to other qualifying organizations, as well as distributions in accordance with subsection 181.1302(3) of the WNCL. In these Articles, the term "I.R.C." means the Internal Revenue Code and references to provisions thereof are to such provisions as from time to time amended and to corresponding provisions of any future United States Internal Revenue Law.


Activities and Restrictions

Section 1. No dividends, liquidating dividends, or distributions shall be declared or paid by the corporation to any private individual or officer or director of the corporation.
Section 2. No substantial part of the activities of the corporation shall consist in carrying on propaganda or otherwise attempting to influence legislation, unless by appropriate election a greater part is permitted without jeopardizing the corporation's exemption under I.R.C. Section 501(c)(3). The corporation shall neither participate in, nor intervene in, any political campaign on behalf of (or in opposition to) any candidate for public office, including the publishing or distribution of any statements.
Section 3. No part of the net earnings or net income of the corporation shall inure to the benefit of any private individual or officer or director of the corporation; provided, however, that such a person may receive reasonable compensation for personal services rendered, or reimbursement for reasonable expenses incurred, which are necessary to carrying out the exempt purposes of the corporation.
Section 4. Notwithstanding any other provision of these Articles of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under I.R.C. Section 501(c)(3) or by a corporation contributions to which are deductible under I.R.C. Section 170(c)(2).
Section 5. Whenever the corporation is a private foundation as defined in I.R.C. Section 509(a), the income of the corporation shall be distributed at such time and in such manner as not to subject it to tax under I.R.C. Section 4942 and the corporation shall not engage in any act of self-dealing, or retain any excess business holdings, or make any taxable expenditures as defined in I.R.C. Sections 4941(d), 4943(c) and 4945(d), respectively, or make any investments in such manner as to subject it to tax under I.R.C. Section 4944; or make any indemnification which would give rise to a penalty excise tax under I.R.C. Chapter 42.



The corporation shall have one or more classes of members whose respective qualifications, rights, and method of acceptance shall be as specified in the Bylaws.



The affairs of the corporation shall be managed by its Board of Directors, which shall consist of such number of persons as shall be fixed by the Bylaws from time to time, but shall not be less than the number of directors required by the WNCL, which at the time of execution of these Articles is three (3). The terms of office, qualifications and method of election of the directors shall be as specified in the Bylaws.


Director Consent Actions

Any action required or permitted to be taken at a board meeting may be taken by written action signed by two-thirds (2/3) of the directors then in office. Such action shall have the same force and effect as a vote of the board of directors taken at a meeting. All directors shall receive written notice of any action so taken, and the written action is effective on the date specified in the written consent or on the tenth day after the date on which written notice is given, whichever is later.



These Articles of Incorporation may be amended by the members of the corporation by such vote as may at the time be required by the WNCL, provided that no amendment shall substantially change the original purposes of the corporation.



In the event of the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, distribute all of the assets of the corporation exclusively for purposes substantially similar to those of the corporation to one or more organizations then described in I.R.C. Sections 170(c)(2), 501(c)(3), 2055(a)(2) and 2522(a)(2) having purposes substantially similar to those of the corporation (except that no private foundation as defined by I.R.C. Section 509(a) shall be a recipient) or to one or more units or agencies of federal, state or local government to be used exclusively for public purposes, as the Board of Directors shall determine. Any of such assets not so distributed shall be distributed to one or more of such organizations as determined by the Circuit Court of the county in which the principal office of the corporation is then located.


Principal Office; Registered Office and Registered Agent

The mailing address of the principal office of the corporation is 2004 Kramer Street, La Crosse, Wisconsin 54601. The street address of the initial registered office of the corporation is 2004 Kramer Street, La Crosse, Wisconsin 54601, and the initial registered agent at such address is Daniel Gelatt.


The name and address of the incorporator is David F. Stickler, Moen Sheehan Meyer, Ltd., 201 Main Street, Suite 700, La Crosse, Wisconsin 54602.
Executed this 8th day of March, 2004.

This document was drafted by:
David F. Stickler
Moen Sheehan Meyer, Ltd.
201 Main Street, Suite 700
La Crosse, Wisconsin 54602