Proposed Amendments

to the Zoological Society Articles of Incorporation

In 1953, the Zoological Society of Milwaukee County adopted its first Articles of Incorporation. The membership was considerably smaller then and the Articles were written for a small, hands-on organization of a few thousand households primarily from Milwaukee County with a few members residing in Ozaukee and Waukesha Counties.

Fast forward almost 60 years to 2011 and you will discover a much different organization. The Zoological Society of Milwaukee County (ZSM) now consists of more than 52,000 member households (an estimated 150,000 to 200,000 people). Most of them reside in the five-county area surrounding the Milwaukee County Zoo or in northern Illinois. This means that the processes used by the ZSM since 1953 are no longer as efficient as they could be. In fact, very few of the members currently exercise their right to vote, making it more difficult for the ZSM to operate effectively. In canvassing other non-profits in our area and looking at our peer zoos and aquariums, we recognized the need to update our Articles of Incorporation to make them more in line with the standard practices of other non-profit organizations and more consistent with the ways in which a modern zoo operates.

The ZSM Board of Directors therefore has proposed changes to the ZSM's Articles of Incorporation. The Articles of Incorporation contain ZSM's basic governing rules and are intended to set out, in broad strokes, how the ZSM is organized and operated. Please take some time to read the proposed changes in full at: www.zoosociety.org/articles. You also can review the summary information below. The Executive Committee and the Board of Directors have approved this proposal unanimously and ask that the members support it as well.

A meeting to vote on the proposed changes will be held at the ZSM at 4:30 p.m. on October 11, 2011. Please contact Jeanne O'Dean-Wotnoske (414-258-2333) by October 7, 2011, if you plan to attend so that we can arrange the necessary meeting space. A proxy form was distributed with the September-October issue of Wild Things. We have included another proxy form here for your convenience so that you can return it to us if you do not plan to attend the meeting on October 11th.

Summary of Changes

Most of the proposed changes to the Articles of Incorporation reflect contemporary language that more accurately defines the purpose of the ZSM today and that more closely reflects Wisconsin's current statutory requirements for organizations such as the ZSM. Below is an article-by-article summary of the proposed changes:

Article I

The proposed change to this article would add "Inc." at the end of the ZSM's name ("Zoological Society of Milwaukee County, Inc.") to comply with current statutory requirements.

Articles II and III

The ZSM is a tax-exempt charitable organization described in Section 501(c)(3) of the Internal Revenue Code. The proposed changes would update the description of the ZSM's purposes to include 501(c)(3)-required language regarding the ZSM's charitable, educational, and scientific purposes. The proposed changes would provide more detail regarding the restrictions applicable to the ZSM as a 501(c)(3) organization (e.g., the ZSM may not provide any private benefit or inurement, the ZSM may not engage in any political campaign activity).

The proposed changes also would:

  • Provide that the ZSM "supports" the Milwaukee County Zoo (rather than "fosters" the Milwaukee County Zoo).
  • Clarify that the ZSM provides assistance to Milwaukee County in connection with the Zoo (rather than assistance to Milwaukee County, the Milwaukee County Park Commission, the City of Milwaukee, and other municipalities located in Milwaukee County).
  • Add "educational programs" to the list of activities carried on by the ZSM.
  • Specifically authorize the ZSM to make charitable distributions in furtherance of its charitable purposes.
  • All other purposes and activities of the ZSM remain unchanged from the existing Articles of Incorporation.

Articles IV and V

The proposed changes would provide that the ZSM will not have voting members (all references to voting members elsewhere also would be removed) and that the directors shall not be treated as members for certain legal purposes. This change is needed to move governance authority to the Board of Directors instead of expecting 52,000+ member households to maintain voting responsibility. This change would align the ZSM's procedures with its peer non-profits in the community and also with other institutions within the zoo and aquarium community. ZSM members would still have the same benefits that they have today.

Article VI

The proposed change would clarify that the ZSM shall be managed by its Board of Directors.

Article VII

The proposed change would add a provision stating that the Articles of Incorporation can be amended
in the future by a two-thirds vote of the ZSM's Board of Directors.

Article VIII

As a 501(c)(3) organization, the ZSM is required to include certain standard language regarding dissolution in its Articles of Incorporation. The proposed change would add that language.

Article IX

This article identifies the ZSM's principal office, registered agent, and registered office.

Click here to download the full document.

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