PLAN OF MERGER

This Plan of Merger is among the Pennsylvania Association of Secondary School Principals, a Pennsylvania nonprofit corporation (“PASSP”), the Pennsylvania Association of Elementary School Principals, a Pennsylvania nonprofit corporation (“PAESP”), and the Pennsylvania Association of Elementary and Secondary School Principals, a Pennsylvania nonprofit corporation (“PAESSP”). In consideration of the mutual covenants herein and intending to be legally bound hereby, the parties agree as follows:

1. Effective on July 1, 2003 (the “Effective Date of the Merger”), PASSP and PAESP shall be merged with and into PAESSP, which shall be the surviving corporation and the separate existences of PASSP and PAESP shall cease.
   
   
2. The Articles of Incorporation of PAESSP, as amended, at the effective date of the merger shall be and remain the Articles of Incorporation of the surviving corporation until amended according to law.
   
   
3. The Bylaws of PAESSP, as amended, at the effective date of the merger shall be and remain the Bylaws of the surviving corporation until amended according to the provisions of the Articles of Incorporation of the surviving corporation or of said Bylaws.
   
   
4. The elected directors of PASSP and PAESP whose terms have not expired at the effective date of the merger shall be and remain the directors of PAESSP until their respective successors are elected and qualify unless the type of representative has been eliminated pursuant to the PAESSP Bylaws. The director positions to be eliminated are PAESP small cities representative, PASSP assistant principal-at-large and PASSP middle level administration representative. The Executive Boards of PAESP and PASSP will jointly conduct a special election to fill all directors’ positions surviving in the PAESSP Bylaws if the term of the incumbent director expires on October 21, 2003. Those directors with an April 2003 election date on the attached chart will be subject to the special election. The directors elected to fill expired terms will take office at the annual meeting of the PAESSP on October 21, 2003. The directors appointed by the Presidents of PAESP and PASSP and approved by the Executive Boards shall continue in office until their terms expire.
   
   
5. The incumbent officers of PASSP and PAESP shall be and remain the officers of PAESSP. In the transition period from July 1, 2003 to October 21, 2003, the Presidents, Secretaries and Treasurers will serve as Co-officers. The Secretary and Treasurer shall toss a coin to determine who is Secretary or Assistant Secretary and who is Treasurer or Assistant Treasurer. The President-Elects of PASSP and PAESP shall toss a coin to determine who are designated President and President-Elect beginning on October 21, 2003. In the first year of the PAESSP there shall be two Past Presidents.
   
   
6. The members of PASSP and PAESP at the effective date of the merger shall be and remain members of PAESSP on the same basis as each other in every respect under the Articles of Incorporation and Bylaws of the surviving corporation.
   
   
7. At the effective date of merger: (a) all the property, real, personal and mixed, of PASSP and PAESP and all debts due on whatever account to PASSP and PAESP shall be taken and deemed to be transferred to and vested in PAESSP by operation of law without further acts or deeds; (b) all such rights, privileges, and powers, and all and every other interest of PASSP and PAESP shall be thereafter as effectually the property of PAESSP as they were of PASSP and PAESP; (c) PAESSP shall be responsible for all the liabilities and obligations of PASSP and PAESP, but the liabilities of PASSP and PAESP, or its directors or officers shall not be affected by the merger nor shall the rights of PASSP or PAESP be affected by the merger; and (d) the officers and directors of PASSP and PAESP, at the expense of PAESSP, shall execute and deliver all such instruments and take all such actions as PAESSP may determine to be necessary or desirable in order to vest in and confirm to PAESSP title to and possession of all such properties, assets, rights, and privileges, and otherwise to carry out the purposes of this Plan of Merger.
   
   
8. Should PAESSP be dissolved, any assets, remaining after dissolution and payment of all debts and liabilities, shall be divided on a proportionate basis to those assets/liabilities brought to PAESSP by PASSP and PAESP on July 1, 2003 and paid to the successor associations of elementary or secondary principals or, if none exists, to the Pennsylvania Educational Leadership Foundation: Provided, however, if PAESSP dissolves before July 1, 2008, the remaining segregated funds in the account, which was established for the proceeds of the sale of former administrative offices of PAESSP, after payment of debts and liabilities of PAESSP, shall be paid to the successor association of secondary school principals, or if none exists, the Pennsylvania Educational Leadership Foundation. These funds shall remain segregated unless needed to meet operating expenditures of PAESSP or the mortgage payments of the Pennsylvania Educational Leadership Foundation. These monies shall be transferred to a general operating funds account on July 1, 2008.
   
   
9. PASSP and PAESP may, by agreement in writing authorized by their respective boards of directors, amend this Plan of Merger at any time before or after approval hereof by the members of either or both, but after any such approval no amendment shall be made that substantially changes the terms hereof without the further approval of such members.
   
   
10. This Plan of Merger is expressly conditioned upon approval by the Board of Directors and members of PASSP and PAESP. The Board of Directors of either PASSP or PAESP may, at any time prior to the filing of Articles of Merger in the Department of State, terminate this Plan of Merger without the approval of the members of either corporation.
    
    
11. PAESSP shall be organized and incorporated followig the adoption of the Plan of Merger by the members of PASSP and PAESP and shall be governed by the existing Joint Management Committee until the effective date of the merger.

Chart of Election

Eastern Section

President-Elect Secretary	Elementary Secondary	April, 2003 April, 2005
East I	Elementary Secondary	April, 2003 April, 2005
East II	Elementary Secondary	April, 2003 April, 2005
East III	Elementary Secondary	April, 2003 April, 2005

Central Section

Central I	Elementary Secondary	April, 2003 April, 2005
Central II	Elementary Secondary	April, 2003 April, 2005
Central III	Elementary Secondary	April, 2003 April, 2005

Western Section

West I	Elementary Secondary	April, 2003 April, 2005
West II	Elementary Secondary	April, 2003 April, 2005
West III	Elementary Secondary	April, 2003 April, 2005
West IV	Elementary Secondary	April, 2003 April, 2005

Appointed Positions

Secondary Alternative
Funding - April, 2005
Elementary Alternative Funding - April, 2005

Secondary National Representative - April, 2005
Elementary National Representative - April, 2004