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Charity B combine under an agreement with the following key provisions: [FAS 164, paragraph A13, sequence 114.1]

a.

b.

A new NFP named Charity AB is to be formed. [FAS 164, paragraph A13(a), sequence 114.1.1] The chief executive officer of Charity B will be offered the position of

c.

d.

e.

f.

chief executive officer of Charity AB for a term of at least two years. [FAS 164, paragraph A13(c), sequence 114.1.3] The initial Board of Charity AB will consist of 15 members. [FAS 164, paragraph A13(d), sequence 114.1.4] Charity A will appoint 9 of the initial members, preferably from the members of its existing 25-member board and its current chief executive officer. [FAS 164, paragraph A13(d), sequence 114.1.4.1] Charity B will appoint 6 of the initial members, preferably from its existing 50-member board. [FAS 164, paragraph A13(d), sequence 114.1.4.2] The charter of Charity AB will provide for a maximum of 25 board members. The committee recommended that a search be undertaken to add 6 new members within a year, with each new member requiring approval by a minimum of 10 of the 15 initial members. [FAS 164, paragraph A13(d), sequence 114.1.4.3] The headquarters of Charity A and its underlying lease (which has eight remaining years) will be retained. [FAS 164, paragraph A13(e), sequence 114.1.5] A transition committee consisting of two members each from the current boards of Charity A and Charity B, under the authority of the chief executive officer of Charity AB, will be appointed to perform the

following duties: [FAS 164,

1.

Submit

a

formal

plan

paragraph A13(f), of merger to each

sequence 114.1.6] of the governing boards

2.

and, if approved, seek approval from the appropriate state authorities. [FAS 164, paragraph A13(f), sequence 114.1.6.1] Seek opportunities to sublease the headquarters space of Charity B for the remaining two-year lease term or to utilize that space for program activities. [FAS 164, paragraph A13(f), sequence

3.

114.1.6.2] Interview

existing

staff

and

other

candidates

for

senior

4.

management positions. [FAS 164, paragraph A13(f), sequence 114.1.6.3] Make recommendations about each of the following: [FAS 164, paragraph A13(f), sequence 114.1.6.4]

  • i.

    Eliminating program and operating redundancies, including severance packages for any terminated staff. [FAS 164, paragraph A13(f), sequence 114.1.6.4.1]

  • ii.

    Improving the current operating policies and practices of Charity A and Charity B. [FAS 164, paragraph A13(f), sequence 114.1.6.4.2]

29

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