X hits on this document

409 views

0 shares

0 downloads

0 comments

39 / 125

officers of both charities executed a joint memorandum of understanding, which includes the following statements: [FAS 164, paragraph A22, sequence 123.1]

a.

b.

c.

d.

e.

The charities will create a new NFP named Charity E upon completing the due diligence process and obtaining approvals of the state authorities and Internal Revenue Service (IRS) qualification as a tax exempt public charity, which will be concluded no later than December 31, 20X5. Charity E incorporates Charity C’s name into its own. [FAS 164, paragraph A22, sequence 123.1.1] The bylaws of Charity E will establish a board of directors of up to 30 members. [FAS 164, paragraph A22, sequence 123.1.2] The board of directors of Charity C will nominate 15 of the initial members of the board of Charity E. (All 15 nominees selected were current members of the board of directors of which 13 were also members of the executive committee.) The board of directors of Charity D will nominate five of the initial members. [FAS 164, paragraph A22, sequence 123.1.3] Charity E will have four local community committees representing four geographic areas, one of which is County. Each committee will provide advice to the board of directors for local decision-making consistent with Charity E’s mission and vision. At each election after the installation of the initial board, each local community committee may nominate up to four candidates for a one-year renewable term on the board of Charity E. The board will select a minimum of two members from each local community committee, for a total of eight additional members. [FAS 164, paragraph A22, sequence 123.1.4] Amendments to the articles of incorporation or bylaws, significant

transactions

(a

merger,

reorganization,

termination,

or sale

of

f.

g.

substantially all assets), and reductions in the authority and responsibilities of local community committees will require an affirmative vote of at least 60 percent of the board of directors. [FAS 164, paragraph A22, sequence 123.1.5] Each charity’s board of directors will appoint five members to a joint transition committee, with the charge of and authority to implement the plan of consolidation. [FAS 164, paragraph A22, sequence 123.1.6] Until the consolidation is complete, each charity’s board of directors agrees to do the following: [FAS 164, paragraph A22, sequence

      • 123.1.7

        ]

  • 1.

    Use

reasonable

efforts

to

conduct

their

activities

consistent

with

their current mission allowing for changes consistent with moving to the business model, mission, and vision of Charity E. [FAS 164, paragraph A22, sequence 123.1.7.1]

  • 2.

    Preserve their tax-exempt status and relationships with contributors and grantee agencies. [FAS 164, paragraph A22, sequence

        • 123.1.7.2

          ]

33

Document info
Document views409
Page views409
Page last viewedSun Dec 11 02:54:58 UTC 2016
Pages125
Paragraphs3446
Words39606

Comments