AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this “Agreement”), dated Oct. 17, 2011, is by and between Sebasticook River Watershed Association (“SRWA”), a non-profit corporation formed under the laws of the State of Maine and Sebasticook Regional Land Trust (“SRLT”), a nonprofit corporation formed under the laws of the State of Maine.
SRWA and SRLT have been operating as conservation organizations in the Sebasticook River watershed in Waldo County, Kennebec County, Penobscot County, Somerset County and Piscataquis County, Maine, for twelve and seven years, respectively. SRLT was named Friends of Unity Wetlands from its formation in 2004, and changed its name effective February 22, 2010. SRWA and SRLT have acquired fee and conservation easement interests in conservation lands, maintained active stewardship programs and have promoted community involvement in conservation and related activities.
The Boards of Directors of SRWA and SRLT have determined that it is in the best interest of their respective organizations to merge together as a single organization in order to more effectively carry out their common conservation purposes.
The Boards of Directors of SRWA and SRLT have approved this Agreement and they plan to recommend to their respective members that they vote to approve a merger pursuant to this Agreement.
THE PARTIES AGREE
SRWA and SRLT, each in consideration of the agreement of the other, agree as follows:
1. Merger and Surviving Corporation
2 . Subject to the provisions of paragraph 3, at the Effective Date (as defined in paragraph 4) SRWA will merge into SRLT and the separate existence of SRWA will cease (the Merger”). SRLT will be the surviving corporation (“Surviving Corporation”) and its existence will continue after the Effective Date. The Merger will be carried out in accordance with applicable Maine law and the provisions of this Agreement.
3 . The Boards of Directors of SRWA and SRLT will call separate meetings of their respective members to be held before November 30, 2011, at which meeting each Board will recommend to its members that they vote to approve the Merger pursuant to this Agreement.
Conditions Precedent. The obligation of each of SRWA and SRLT to effect the Merger are subject to satisfaction of each of the following conditions precedent: there has been an affirmative vote approving the Merger by the members of SRWA and the members of SRLT, and no material adverse event has occurred with respect to either SRWA or SRLT since the date of this Agreement.
4 Effective Date. As soon as the conditions set forth in paragraph 3 have been satisfied, SRWA and SRLT will execute and file Articles of Merger with the Secretary of State of Maine and make such other filings as may be necessary to effect the Merger. The “Effective Date” means the date on which such Articles of Merger is filed with the Secretary of State of Maine pursuant to applicable Maine law.
5 Amendment of Articles of Incorporation
6 . From and after the Effective Date the Articles of Incorporation of the Surviving Corporation will be amended and restated to read in form and substance as set forth in Exhibit A to this Agreement (the “Articles of Incorporation”)
7 . From and after the Effective Date the bylaws of the Surviving Corporation will be amended and restated to read in form and substance as set forth in Exhibit B to this Agreement (the “Bylaws”)
8 . The principal office of the Surviving Corporation will be in the Town of Unity, Maine. All records of the SRWA shall be records of the Surviving Corporation and transferred to the principal office in Unity.
9 . The Surviving Corporation will have members as provided in the Articles and Bylaws. Each member of SRWA or SRLT immediately prior to the Effective Date will become or continue as (as the case may be) a member of the Surviving Corporation, subject to the provisions of the Articles and Bylaws.
Board of Directors
10 . From and after the Effective Date, the individuals named on Exhibit C to this Agreement shall serve as the Board of Directors of the Surviving Corporation (the “Board”) and hold office with the terms of office set forth in Exhibit B to this Agreement.
Officers. From and after the Effective Date the individuals designated as officers on Exhibit C to this Agreement shall serve as the officers of the Surviving Corporation and hold office subject to the Bylaws until their respective successors are du1y elected and qualified.
11 Policies and Financical Agreements. A. A separate stewardship endowment shall be established by the Surviving Corporation for stewardship of the Mullen Woods Conservation Easement, donated to SRWA on March 13, 2007, as recorded in the Penobscot County Registry of Deeds in Book 10885, Page 138. This endowment shall be initially funded by a Certificate of Deposit in the name of SRWA from People’s United Bank, and the proceeds thereof at maturity
B. A separate dedicated fund for habitat restoration, to fund the activities of a Habitat Restoration Committee to be formed by the Surviving Corporation. This fund shall be initially funded by $5,000.00 of unrestricted assets of SRWA by the Surviving Corporation.
C. The balance of SRWA’s unrestricted assets will be available for the general operating expenses of the Surviving Corporation.
12 Committees. From and after the Effective Date the permanent committees of the Surviving Corporation shall be as established by the Bylaws and the Board from time to time. In addition there shall be established a Habitat Restoration Committee initially comprised of Stacia Hoover and Brandon Kulik and such other members as the Board shall designate.
13 Staff. Beginning at the Effective Date the staff of the Surviving Corporation shall be the staff of SRLT immediately prior to the Effective Date.
14 Further Acts. SRWA and SRLT authorize their respective officers and the officers of the Surviving Corporation to do any acts and to make, execute and deliver and file and record and documents necessary and proper to effect the provisions of this Agreement.
16 Effective Law. This Agreement and its interpretation shall be governed by the laws of the State of Maine.
17 Counterparts. This Agreement may be executed in one or more counterparts, each of such counterparts being deemed to be an original agreement, and all of such counterparts shall together constitute one and the same agreement.
18 Modification. At any time before the Effective Date, SRWA and SRLT may modify this Agreement by a written agreement executed by their duly authorized officers.
19 Joint Communications. Prior to the Effective Date, SRWA and SRLT will cooperate with each other in making joint communications to their members, supporters and the public concerning the Merger and the activities and objectives of the Surviving Corporation.
This Agreement is executed by SRWA and SRLT on the date first above written.
Sebasticook Regional Land Trust
By: Jennifer Irving
Sebasticook River Watershed Association
By: Alan Haberstock
Sebasticook Regional Land Trust has a mission to recognize and conserve the rich wild and working landscape of Central Maine's Sebasticook River watershed.
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SRLT’s success is fueled by the generosity of its volunteers and financial supporters.