[Announcements] Plan of Consolidation
david at nyu.edu
Sun Oct 7 13:22:22 PDT 2012
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
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.
David Ackerman, Sakai Board Chair
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