U S POLITICS CONSOLIDATION UPDATE
Description
Collection
Title:
U S POLITICS CONSOLIDATION UPDATE
Text:
Ladies and Gentlemen:
We learned last Friday (7/23) and confirmed yesterday with receipt of the
statutory language, that Delaware has amended its state corporation laws
regarding the voting requirements for consolidation. The president of the
Academy and AOPA are both sending letters to their membership concerning this
change. However, I wanted to briefly notify everyone by email since it is
important that all those interested in the consolidation project also be
made aware.
As background, all three organizations (AOPA, Academy and ABC) are
incorporated in the state of Delaware as 501 (c-6), not-for-profit
organizations. Thus, all three organizations are governed by that state's
corporation codes/laws. Those codes previously required that 2/3 of the
eligible voting members of each membership organization (in this case the
AOPA and Academy, respectively) must affirm/consent to the organization's
consolidation with another. This 2/3 requirement was communicated to all
parties.
We have been informed that effective July 1, 1999, the corporation codes
were modified to eliminate the 2/3 requirement and make the law conform to
requirements of stock/equity corporations, thus making the affirmed/consent
requirement only a simple majority (50% plus one consent of all eligible
voting members within each organization) in order to approve consolidation.
Our legal counsel discovered this amendment on Friday via a notice
published by a law update service, dated July 15th. We have since
learned that the Delaware legislature introduced the amendment (along with
others) on June 22nd, that it passed sometime in the next week, and was
made effective July 1st.
The NSO board of directors met yesterday (July 26, 1999) with legal counsel
to review the matter and concluded that:
1. A notice be immediately sent to all AOPA and Academy voting members
of the change. A letter will be sent by the president of the Academy and
AOPA to their respective memberships; and,
2. The amendment does not change the fundamental purpose of the project which
is to permit the membership to determine if consolidation should be
achieved.
Rather, this is a technical change in the legal requirements over which we
have no alternative but to comply. (The bylaws of the Academy and AOPA
are silent on voting/consent requirements, therefore, the organizations
must default to the Delaware law). Nonetheless, the memberships are
entitled to know that the change has been made.
As a reminder to all AOPA and Academy members who are eligible to give or
withhold their consent to consolidation; please submit your
consent/nonconsent form! As an eligible member, your voice is important to
the outcome.
Association Survey Resources (an outside firm affiliated with Johnson
Lambert and Company) continues to serve as receiver of these
consent/nonconsent forms and the auditor of the results. Such results will
be published soon after the
deadline of August 20, 1999.
Finally, if an AOPA or Academy member has not received his/her packet or
has misplaced it, please contact the National Service Office as soon as
possible. A duplicate packet and ballot will be immediately sent to you.
David J. Jendrzejczyk CP FAAOP
Chairman O&P National Office
We learned last Friday (7/23) and confirmed yesterday with receipt of the
statutory language, that Delaware has amended its state corporation laws
regarding the voting requirements for consolidation. The president of the
Academy and AOPA are both sending letters to their membership concerning this
change. However, I wanted to briefly notify everyone by email since it is
important that all those interested in the consolidation project also be
made aware.
As background, all three organizations (AOPA, Academy and ABC) are
incorporated in the state of Delaware as 501 (c-6), not-for-profit
organizations. Thus, all three organizations are governed by that state's
corporation codes/laws. Those codes previously required that 2/3 of the
eligible voting members of each membership organization (in this case the
AOPA and Academy, respectively) must affirm/consent to the organization's
consolidation with another. This 2/3 requirement was communicated to all
parties.
We have been informed that effective July 1, 1999, the corporation codes
were modified to eliminate the 2/3 requirement and make the law conform to
requirements of stock/equity corporations, thus making the affirmed/consent
requirement only a simple majority (50% plus one consent of all eligible
voting members within each organization) in order to approve consolidation.
Our legal counsel discovered this amendment on Friday via a notice
published by a law update service, dated July 15th. We have since
learned that the Delaware legislature introduced the amendment (along with
others) on June 22nd, that it passed sometime in the next week, and was
made effective July 1st.
The NSO board of directors met yesterday (July 26, 1999) with legal counsel
to review the matter and concluded that:
1. A notice be immediately sent to all AOPA and Academy voting members
of the change. A letter will be sent by the president of the Academy and
AOPA to their respective memberships; and,
2. The amendment does not change the fundamental purpose of the project which
is to permit the membership to determine if consolidation should be
achieved.
Rather, this is a technical change in the legal requirements over which we
have no alternative but to comply. (The bylaws of the Academy and AOPA
are silent on voting/consent requirements, therefore, the organizations
must default to the Delaware law). Nonetheless, the memberships are
entitled to know that the change has been made.
As a reminder to all AOPA and Academy members who are eligible to give or
withhold their consent to consolidation; please submit your
consent/nonconsent form! As an eligible member, your voice is important to
the outcome.
Association Survey Resources (an outside firm affiliated with Johnson
Lambert and Company) continues to serve as receiver of these
consent/nonconsent forms and the auditor of the results. Such results will
be published soon after the
deadline of August 20, 1999.
Finally, if an AOPA or Academy member has not received his/her packet or
has misplaced it, please contact the National Service Office as soon as
possible. A duplicate packet and ballot will be immediately sent to you.
David J. Jendrzejczyk CP FAAOP
Chairman O&P National Office
Citation
“U S POLITICS CONSOLIDATION UPDATE,” Digital Resource Foundation for Orthotics and Prosthetics, accessed November 26, 2024, https://library.drfop.org/items/show/212191.
