PLAN OF MERGER RECITALS

Transcription

1 PLAN OF MERGER Merging PUBLIC POLICY FORUM INCORPORATED: RESEARCHING COMMUNITY ISSUES (a Wisconsin nonstock corporation) with and Into WISCONSIN TAXPAYERS ALLIANCE (a Wisconsin nonstock corporation) WISCONSIN TAXPAYERS ALLIANCE, a Wisconsin nonstock corporation ( WTA ), and PUBLIC POLICY FORUM INCORPORATED: RESEARCHING COMMUNITY ISSUES, a Wisconsin nonstock corporation ( PPF ) are parties to that certain Merger Agreement, dated as of December 31, 2017 (the Merger Agreement ). The Merger Agreement provides for, upon the satisfaction of conditions precedent specified therein, the merger of PPF with and into WTA upon the terms and conditions set forth in the Merger Agreement, this Plan of Merger (this Plan ) and pursuant to Chapters 181 of the Wisconsin Statutes (the Merger ). WTA and PPF may be collectively referred to herein as the Parties or individually as a Party. RECITALS A. The Board of Directors of PPF has (i) determined that the Merger is fair to, and in the best interests of, PPF and (ii) approved the Merger and approved and adopted this Plan of Merger and the other transactions contemplated by this Plan of Merger. B. The members of PPF have (i) determined that the Merger is fair to, and in the best interests of, PPF and (ii) approved the Merger and approved and adopted this Plan of Merger and the other transactions contemplated by this Plan of Merger. C. The Board of Directors of WTA has (i) determined that the Merger is consistent with and in furtherance of the long-term business strategy of WTA and fair to, and in the best interests of, WTA and (ii) approved and adopted this Plan of Merger and the other transactions contemplated by this Plan of Merger. NOW, THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, intending to be legally bound hereby the parties agree as follows: 1.1. The Merger. ARTICLE I THE MERGER On the Effective Date (as defined in Section 1.2 hereof) and subject to and upon the terms and conditions of this Plan of Merger and the applicable provisions of the Wisconsin Statutes, PPF shall be merged with and into WTA, the separate existence of PPF shall cease, and B-1

2 WTA shall continue as a nonstock corporation organized under the laws of the State of Wisconsin under the name WISCONSIN POLICY FORUM, INC. (the Surviving Entity ) Effective Date. The Merger shall become effective as of 11:59 p.m., Central Time, on December 31, 2017 (the Effective Date ) Effect of the Merger. On the Effective Date, the effect of the Merger shall be as provided in the applicable provisions of the Wisconsin Statutes. Without limiting the generality of the foregoing, and subject thereto, on the Effective Date, all the property, rights, privileges, powers, and franchises of PPF shall vest in WTA, and all debts, liabilities, and duties of PPF shall become the debts, liabilities, and duties of WTA Articles of Association; Bylaws; Members. (a) The Amended and Restated Articles of Incorporation attached hereto as Exhibit A, shall be the Articles of Incorporation of the Surviving Entity. (b) The Bylaws of the Surviving Entity, as provided for in the Merger Agreement, shall be the Bylaws of the Surviving Entity until thereafter amended. (c) The members of PPF, as current immediately prior to the Effective Date, shall be terminated without consideration Directors and Officers. At the Effective Date, the persons set forth in Exhibit B shall be the directors and/or officers of the Surviving Entity, as the case may be, until the earlier of their respective resignation or removal or their respective successors are duly elected and qualified, as the case may be Rights and Duties Post Merger. As of the Effective Date, the separate existence of PPF and WTA shall cease and the Surviving Entity, (i) shall continue to possess all of its assets, rights, power, and property as constituted on the business day prior to the Effective Date, (ii) shall be subject to all actions previously taken by the Executive Committee of PPF and the Board of Directors of WTA, (iii) shall succeed, without other transfer, to all of the assets, rights, powers, and property of PPF as more fully set forth in Section of the Wisconsin Statutes, (iv) shall continue to be subject to all of its debts, liabilities, and obligations as constituted on the business day prior to the Effective Date, (v) shall succeed, without other transfer, to all of the debts, liabilities, and obligations of PPF in the same manner as if the Surviving Entity had itself incurred them, all as more fully provided under the applicable provisions of the Wisconsin Statutes, and (vi) shall be bound by the surviving contractual provisions of the Merger Agreement (specifically, the endowment fund restrictions contained therein).

3 2.1. Further Assurances. ARTICLE II GENERAL From time to time, as and when required by the Surviving Entity or by its successors or assigns, there shall be executed and delivered on behalf of PPF such deeds and other instruments, and there shall be taken or caused to be taken by the Surviving Entity and PPF such further and other actions as shall be appropriate or necessary in order to vest or perfect in or conform of record or otherwise by the Surviving Entity the title to and possession of all of the property, interests, assets, rights, privileges, immunities, powers, franchises, and authority of PPF and otherwise to carry out the purposes of this Plan of Merger, and the officers and directors of the Surviving Entity are fully authorized and directed in the name and on behalf of PPF or otherwise to take any and all such action and to execute and to deliver any and all such deeds and other instruments Plan. Copies of this Plan of Merger will be on file at the principal place of business of the Surviving Entity at 633 W. Wisconsin Avenue, Suite 406, Milwaukee, Governing Law. This Plan of Merger shall be construed and interpreted in accordance with the laws of the State of Wisconsin without regard to conflicts of law principles. * * * * *

4 EXHIBIT A AMENDED AND RESTATED ARTICLES OF INCORPORATION [Attached]

5 EXHIBIT B: DIRECTORS AND OFFICERS: Directors (including terms): Joaquin Altoro, Town Bank James Archambo, City of Wauwatosa Lou Banach, Associated Bank James Barry, The Barry Company William Bergum, Badger Meter, Inc Bruce Block, Reinhart Boerner Van Deuren s.c Melissa Borino, U.S. Bank Kevin Brehm, AECOM Angela Brzowski, Mortenson Construction Tina Chang, SysLogic, Inc Grady Crosby, Johnson Controls, Inc Jill Desmond, Alverno College Darienne Driver, Milwaukee Public Schools Alicia Dupies, Milwaukee Bucks Mustafa Emir, Clark Dietz, Inc Rodney Ferguson, Potawatomi Hotel & Casino Tom Finco, American Transmission Company Kelly Fortier, Michael Best & Friedrich LLP David Gilbert, University of Wisconsin-Milwaukee Joshua Gimbel, Gimbel Reilly Guerin & Brown, LLP Veronica Gunn, Children's Hospital of Wisconsin Stephanie Hacker, GRAEF Michael Harrigan, Ehlers, Inc Art Harrington, Godfrey & Kahn, S.C Joe'Mar Hooper, CommonBond Communities David Hughes, We Energies Christopher Jaekels, Davis & Kuelthau, S.C Jennifer Kent, Quad/Graphics John Kita, A.O. Smith Corporation Kathryn Kuhn, Medical College of Wisconsin Keith Lester, Rockwell Automation Vicki Martin, Milwaukee Area Technical College Dan McCarthy, Zilber, Ltd Barry McNulty, We Energies Rich Meeusen, Badger Meter Kenneth Munson, Community Care, Inc Henry Newell Reggie Newson, Ascension Chad Oldfather, Marquette University

6 Russ Pederson, Deloitte Consulting LLP Paula Penebaker, YWCA Southeast Wisconsin John Peterburs, Quarles & Brady LLP Timothy Posnanski, Husch Blackwell Daniel Potter, Grant Thornton LLP Steve Radke, Northwestern Mutual Thomas Rettler, Menasha Corporation Leigh Riley, Foley & Lardner LLP Cynthia Rooks Scott Royer, Veolia Water Milwaukee, LLC Freda Russell, Cardinal Stritch University Andy Schiesl, Gardner Denver Dale Schuh Mark Schwertfeger, Briggs & Stratton Corporation Mike Simmer, BMO Harris - Green Bay Jeremy Simon, United Way of Greater Milwaukee & Waukesha County Roger Smith, A.O. Smith Corporation Richard Smith, R.A. Smith National, Inc Scott Solverson, HNTB Corporation Tom Spero Guy Stuller, Anthem Wendi Unger, Baker Tilly Virchow Krause, LLP Bradley Viegut, Baird Carol Ward Knox Charlie Webb, CH2M Michael Weiss, General Capital Group Robert Whitaker, North Shore Fire Department Scott Williams, American Design Inc Tracy Wymelenberg, Aurora Health Care Members of the Executive Committee: Grady Crosby John Kita Keith Lester Barry McNulty Rich Meeusen Henry Newell Steve Radke Thomas Rettler Leigh Riley Cynthia Rooks Andy Schiesl Tom Spero Brad Viegut Carol Ward Knox

7 Officers: Chair: Andy Schiesl Vice Chairs: Cynthia Rooks & Steve Radke President: Rob Henken Secretary: Thomas Rettler Treasurer: Brad Viegut