November 22, 2002
NOTICE OF SPECIAL MEETING
Dear Member:
A special meeting of the members will be held on Thursday, December 12, 2002, at 7:00 p.m. in the “Governor B” room of the Radisson Penn Harris Hotel, 1150 Camp Hill Bypass, Camp Hill, Pennsylvania. The purpose of the special meeting is to vote on the consolidation of the Pennsylvania Association of Elementary School Principals (“PAESP”) and the Pennsylvania Association of Secondary School Principals (“PASSP”) into a new corporation, The Pennsylvania Association of Elementary and Secondary School Principals (“PAESSP”). Written directions to the Radisson Penn Harris will be posted on the web site (www.paessp.org).
Enclosed with this notice is a summary of the Plan of Merger that was adopted by the Executive Boards at their meetings on September 13, 2002. A copy of the Bylaws of PAESSP will be furnished to any member on request and without cost and also posted on the web site.
Very truly yours,
Dr. David C. Pietro, President
PENNSYLVANIA ASSOCIATION OF
ELEMENTARY SCHOOL PRINCIPALS
Marshall J. Wagner, President
PENNSYLVANIA ASSOCIATION OF
SECONDARY SCHOOL PRINCIPALS
___________________________________________________________
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
President-Elect Election April, 2004
Secretary Election April, 2003
East I Elementary April, 2003
Secondary April, 2005
East II Secondary April, 2003
Elementary April, 2004
East III Elementary April, 2005
Secondary April, 2004
Central I Elementary April, 2004
Secondary April, 2003
Central II Elementary April, 2005
Secondary April, 2005
Central III Elementary April, 2003
Secondary April, 2004
West I Elementary April, 2005
Secondary April, 2005
West II Elementary April, 2003
Secondary April, 2003
West III Elementary April, 2004
Secondary April, 2004
West IV Elementary April, 2004
Secondary April, 2004
Secondary Alternative
Funding April, 2005
Secondary National Representative April, 2005
Elementary National Representative April, 2004