Jasig and Sakai Boards Approve "Plan of Consolidation" and Send to Members for Vote

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Josh Baron

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Oct 7, 2012, 10:25:49 AM10/7/12
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Community Members,

The Jasig and Sakai Boards of Directors are excited to announce that they have recently voted to approve the "Plan of Consolidation", which is the first legal step in combining organizations, and have moved to bring this Plan to our Members for approval.  In the next several days institutional representatives for Jasig and Sakai will be receiving additional instructions regarding the voting process which, due to the fact we are operating in two different States, will be slightly different.  It will be very important that ALL INSTITUTIONAL REPRESENTATIVES cast votes so they should be sure to review the materials carefully, ask any questions and place the voting deadline on their schedules.  Below are additional details on the legal documentation associated with the Plan of Consolidation.

PROCESS OVERVIEW
Following the Jasig-Sakai Conference in June the Joint Working Group (JWG), in close coordination with both the Jasig and Sakai Boards of Directors, has been working to complete all of the legal documentation, referred to as the "Consolidation Package", related to the proposed merger and ensure that it is in compliance with both New Jersey and Michigan State Non-Profit Corporation Laws. We have been working with two attorneys, Frances A. McElhill, Esq. of the New Jersey firm Archer & Greiner, and Cevin Taylor, JD of the Michigan firm Magill and Rumsey, both of whom have extensive experience in the area of non-profit corporate law in their respective States.  This work began with the attorneys conducting independent reviews (Cevin representing the Sakai Foundation and Fran representing Jasig) and then, more recently, a joint review as means to produce a final Consolidation Package that would meet the legal requirements in both States.  Last month this work was completed and both attorneys "signed off" on the Consolidation Package from a legal perspective.

In September both Boards voted to approve the final version of the Consolidation Package (see below for a list of the documents it contains) and to put it to our respective Members for a formal vote.  We have now posted the approved Consolidation Package to the Apereo web site (www.apereo.org), which includes a version of the Apereo Bylaws in which we have highlighted changes that have been made to the version that was posted in late May (2012).  These changes were made as a result of the legal review process and reflect the need for us to address various aspects of the New Jersey Nonprofit Corporation Act and to align with best practice recommendations, both of which were provided by our attorneys.  As a reminder, a significant amount of previous documentation related to the consolidation is also available on the Apereo web site including financial analysis, licensing strategy, The Value of a Common Foundation, and the proposed transitional membership fee structure.

CONSOLIDATION PACKAGE OVERVIEW
(1) Plan of Consolidation - This is the legal document that details the consolidation (assets, members, etc.) of our two organizations into one legal entity, Apereo.  The plan contains two Exhibits:

(a) Exhibit A: Membership Rates - These are the rates for membership which come from the Transitional Membership Fee Structure document.

(b) Exhibit B: Certificate of Incorporation - Although not legally required, legal advice has been to include this as an exhibit to assist the Internal Revenue Service (IRS) in their approval of 501(c)(3) status.


(2) Michigan Certificate of Merger/Consolidation - This is the legal form that will be filed with the Michigan Department of Licensing and Regulatory Affairs informing them of the consolidation.


(3) New Jersey Certificate of Merger/Consolidation - This is the legal form that will be filed, with the Plan of Consolidation attached, with the New Jersey Division of Revenue.


(4) Final Apereo Bylaws - These are the Bylaws which have been signed off on by the two attorneys.


(5) Founding Board Members - This is a list of the names and addresses of the Founding Board Members.



Josh Baron
Co-Chair, Joint Working Group

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