RESTATED ARTICLES OF INCORPORATION
OF
MILWAUKEE YOUNG LAWYERS ASSOCIATION, INC.
(a Wisconsin Nonstock Corporation)
______________________

The following Restated Articles of Incorporation of MILWAUKEE YOUNG LAWYERS ASSOCIATION, INC. (the "Corporation"), duly adopted pursuant to the authority and provisions of Chapter 181 of the Wisconsin Statutes, supersede and take the place of the existing articles of incorporation and any amendments thereto.

ARTICLE I
Name

The name of the corporation is MILWAUKEE YOUNG LAWYERS ASSOCIATION, INC.

ARTICLE II
Organization

The corporation is organized under Chapter 181 of the Wisconsin Statutes.

ARTICLE III
Principal Office and Registered Agent

The registered agent of the corporation is Bradley I. Dallet, who is located at 111 E. Wisconsin Avenue, Suite 2100, County of Milwaukee, Wisconsin 53202. The principal office of the corporation is located at 111 E. Wisconsin Avenue, Suite 2100, County of Milwaukee, Wisconsin 53202.

ARTICLE IV
Members

The corporation shall have one or more classes of members; the designation of such class or classes and the qualifications, rights, and method of acceptance of the members of such class or classes shall be as set forth in the by-laws.

ARTICLE V
Directors

The manner of electing directors shall be provided in the by-laws. The number of directors shall be fixed from time to time as provided in the by-laws but shall not be less than three.

Action required or permitted to be taken at a directors’ meeting may be taken without a meeting in either of the ways specified in Section 181.0821 of the Wisconsin Statutes.

ARTICLE VI
Purpose

The purpose for which this corporation is organized is to promote: (a) charitable and social activities for the Milwaukee community; (b) the advancement of the professional education and welfare of young lawyers; (c) fellowship among young lawyers and members of the State Bar of Wisconsin as a whole; (d) the advancement of the standards of the legal profession and the administration of justice, (e) and the general welfare of the community, and any other lawful activity within the purposes for which corporations may be organized under Chapter 181 of the Wisconsin Statutes.

ARTICLE VII
Prohibition on Issuance of Stock and Payment of Dividends

This corporation shall not have or issue shares of stock . No dividends or pecuniary profits shall ever be declared, paid or inure to the benefit of any member of the corporation.

ARTICLE VIII
Dissolution and Liquidation

Upon the dissolution or liquidation of the corporation, any and all of its assets shall pass to the Milwaukee Young Lawyers Foundation, Inc., a Wisconsin nonstock corporation.

CERTIFICATE

This Certificate is executed by the undersigned pursuant to Section 181.1006(8) of the Wisconsin Statutes, as follows:

I, the undersigned officer of MILWAUKEE YOUNG LAWYERS ASSOCIATION, INC., a Wisconsin corporation (the "Corporation"), do hereby certify in connection with the adoption of the foregoing Restated Articles of Incorporation of the Corporation (the "Restatement") that:

(a) The Restatement contains amendments to the Corporation's articles of incorporation requiring approval of the members.

(b) The Members of the Corporation adopted the Restatement on November 7, 2002 in accordance with Section 181.1003 of the Wisconsin Statutes.

Executed as of the 7th day of November, 2002.

 

_______________________________
Bradley I. Dallet, President

This instrument was drafted by Bradley I. Dallet.

Please return to:
Bradley I. Dallet
Whyte Hirschboeck Dudek S.C.
111 East Wisconsin Avenue
Suite 2100
Milwaukee, WI 53202
(414) 273-2100