Re: Academy Board Reacts to Delaware Change

Re: Academy Board Reacts to Delaware Change

Morris,

According to our attorney, because there is no specific reference in the
Academy's corporate documents (i.e., Bylaws, Articles of Incorporation)
regarding consolidation, the Delaware Code controls. The new Code
requirement (Section 255 [c]) requires a simple majority of all members, no
longer a two-thirds vote, in order to consolidate. There is no need to vote
to amend the bylaws as the bylaws are not being amended.

Think of it this way -- if the membership votes for consolidation, the
Academy would be dissolved at the state offices in Delaware. The documents
sent to the membership for their consent, in effect pull the plug, thus
dissolving the Academy. The organization no longer exists. Therefore, no
amendment to the bylaws is needed since the organization no longer exists
after the consolidation, there are no Academy bylaws.

Tom Gorski, CAE
Executive Director