Corrected Link > 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, 11:21:02 AM10/7/12
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The link in the original posting below was not working, the correct link is: http://www.apereo.org/ (copy and paste if needed).
Josh
----------------------------- Joshua Baron Senior Academic Technology Officer Marist College Poughkeepsie, New York 12601 (845) 575-3623 (work) Twitter: JoshBaron
-----Forwarded by Josh Baron/ADM/Marist on 10/07/2012 11:19AM -----
To: jasig-sakai-...@googlegroups.com From: Josh Baron/ADM/Marist Date: 10/07/2012 10:25AM Subject: Jasig and Sakai Boards Approve "Plan of Consolidation" and Send to Members for Vote
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.