651 24 26018 https://digitalcollections.library.gvsu.edu/files/original/d03f8eff10c28ab335e3e7aeff604b3c.pdf e05b6cebad6ee94864757db83493b90c PDF Text Text ~~~ Ct'_ ~¢": )\\v\1 .\) \.,. ~~ 1\j AGREEMENTANDPLAN OFMERGER This AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into this _ _ day of , _ _ by and between MICIDGAN NONPROFIT ASSOCIATION, a Michigan nonprofit corporation (the "MNA"), and CONNECTMICIDGAN ALLIANCE, a Michigan nonprofit corporation ("ConnectMichigan"). RECITALS A. The MNA and CONNECTMICHIGAN are each orgaruzed and operated for charitable and educational purposes. Each has been determined to be a tax-exempt organization described in Section 501(c)(3) of the Internal Revenue Code (the "Code"). D - / (/ R .\ F T B. MNA is organized as a nonprofit directorship CONNECTMICHIGAN is organized as a nonprofit directorship corporation. corporation. C. The Boards of Directors of the MNA and the Board of Trustees of CONNECTMICHIGAN have determined that their common purposes can best be achieved if "'~ they merge, and have approved this Agreement and Plan of Merger. This Agreement and Plan of I W\t.IA Merger has been submitted to MNA's membership for approval as required by Section 703 of f,.. ~ ~ the Michigan Nonprofit Corporation Act (the "MNCA"). 0 NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties set forth m this Agreement, the MNA and CONNECTMICHIGAN agree as follows: I- THE MERGER. 1.1 Constituent Corporations. The name of each constituent corporation and its corporation identification number is: (a) Michigan Nonprofit Association: #787-349. (b) ConnectMichigan Alliance: # 764-804. 1.2 Merged Corporation. The name of the surviving corporation (the "Merged Corporation") is MICIDGAN NONPROFIT ASSOCIATION. 1.3 Description of Membership and Directorship. Membership and Directorship in each constituent corporation is as follows: (a) Michigan Nonprofit Association: There are 17 Association Directors and 20 AtLarge Directors. Each Director has one vote. The act of the majority of the Directors at a meeting at which a quorum is present is the act of the Board of Directors. LANOI\167244 I 10\JJBA �V (b) ConnectMichigan: The current Board of Trustees consists of eighteen (18) Trustees. Each director has one vote. The act of the majority of the Board of Trustees at a meeting at which a quorum is present is the act of the Board of Directors. t/. 1.4 Conversion of Memberships and Directorships. The Merged Corporation shall be organized on a directorship basis. Each of the Constituent Corporations will have directors on the initial Board of Directors of the Merged Corporation. The initial Board of Directors shall include thirty-seven (37) directors from :MNA, two (2) At-Large directors from ~/ ConnectMichigan, and two Association directors from each affiliated group (Michigan Campus ~ ~~"Compact and Volunteer Centers of America) for a total of forty-three (43) directors. From and ~ after the Effective Time, existing membership and directorship rights shall be extinguished except as converted above with respect to directorship interests in the Merged Corporation. r- D R 1.5 The Merger. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.6), CONNECTMICHIGAN shall be merged with and into the MNA and the separate existence of CONNECTMICHIGAN shall thereupon cease (the "Merger"). The :MNA shall be the successor or surviving corporation in the Merger (sometimes referred to in this Agreement as the "Surviving Corporation") and shall continue to be governed by the laws of the State of Michigan. The separate existence of the MNA with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. The Merger shall have the effects specified in the MNCA. _, l '~·ll+~ 6l~ ....,, ... ~ ~ • [An ilwestunmt coZ:mittee shall be constitu~ .£,0J.1Sist~ the Restated Articles of Incorporation for the purpose of directing the mc'Oim"t ~ONNECTMICIDGAN .. \ endowment Consistent with the Restated Articles of Incorporation, certain actions related to the investment committee, including the modification of investment committee composition, and modification of the rights, powers, duties and responsibilities of the investment committee, will require the approval of a supermajority of the Board of Directors of the Merged Corporation.] F T 1.6 Effective Time. The MNA and CONNECTMICHIGAN will cause an appropriate Certificate of Merger (the "Certificate of Merger") to be executed and filed on the date of the Closing (as defmed in Section 1.7), or on such other date as the MNA and CONNECTMICHIGAN may agree, with the Michigan Department of Labor & Economic Growth as provided in Section 707 of the MNCA. The Merger shall become effective as specified in the Certificate of Merger. Such date and time is referred to in this Agreement as the "Effective Time." 1.7 Closing. The closing of the Merger (the "Closing") shall take place at such place, date and time as the MNA and CONNECTMIClllGAN may agree. 1.8 r/ Articles of Incorporation and Bylaws of the Surviving Corporation. A. From and after the Effective Date and until amended as provided by law, the articles of incorporation of the Surviving Corporation shall be amended and restated at and as of the Effective Time t9 r~a" as iet for:th ia -g·~d:Hbit ~!;bed. 2 LANO I\167244.1 10\JJBA / .Jt /8 ~ ~ ~ �,/ B. The bylaws of the Surviving Corporation shall be amended and restated at and as of the Effective Time to read~ fo~ i:H Hnhieit ll attached. 1.9 Directors and Officers of the Surviving Corporation. A. The following individuals shall be the directors of the Surviving Corporation from and after the Effective Time, until their successors have been duly elected or appointed and qualified in accordance with the Bylaws of the Surviving Corporation attached as Exhibit B or until their earlier death, resignation or removal in accordance with the Restated Articles of Incorporation and Bylaws of the Surviving Corporation: Association Director Representative: D R ~\ F T David Seaman N. Charles Anderson Michael Boulus Robert Collier Doreen Woodward Anne Rosewarne Edward 0. Blews, Jr. Justin King Jane Marshall William Mayes Sr. Monica Kostielney Susan Herman Ann Marston Deborah Mikula David Price Representative of: Michigan Health & Hospital Association Council of Michigan Urban Leagues Presidents Council State Universities of Michigan Council of Michigan Foundations Michigan Community Action Agency Association Michigan Health Council Association of Independent Colleges and Universities of Michigan Michigan Association of School Boards Food Bank Council ofMichigan Michigan Association of School Administrators Michigan Catholic Conference Michigan Jewish Conference Michigan League for Human Services Michigan Association of Community Arts Agencies Michigan Community College Association Michigan Association of Rehabilitation Organizations Michigan Association of United Way At-Large Directors Elyse Rogers Barbara Orr Hill William Liebold, II Judy Moore Karla Hall Thomas Bailey Delois Caldwell Suzanne Heath Gerald Smith Carolyn Bloodworth Barbara Kratchrnan Ibrahim Ahmed Sheilah Patrice Clay Dale WeighiiJ Cheryl Coleman Suzanne Greenberg Carol Touchinsk.i Ouida Cash �ConnectMichigan B. The following individuals shall, from and after the Effective Time, hold the following offices in the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Restated Articles of Incorporation and Bylaws of the Surviving Corporation: Chair: Karla Hall Chair-Elect: Ouida Cash Secretary: Sr. Monica Kostielney Treasurer: Elyse Rogers Immediate Past Chair: David Seaman Chair Emeritus: Russell Mawby D R The following individuals shall, from and after the Effective Time, hold C. the following positions in the Surviving Corporation until their successors have been duly appointed and qualified or until their death, resignation or removal in accordance with the Restated Articles of Incorporation and Bylaws of the Surviving Corporation: V V ~\ F T Sing~ ~"' CerJ POSITION?: Samir POSITION?: Kyle Caldwell\'., ~0-4· ~ J- .J- • /II' pl)4111W. A• 1.10 Membership in the Surviving Corporation. The Corporation is a directorship corporation. The business, property, and affairs of the Surviving Corporation shall be managed by the Board of Directors. Membership in the Surviving Corporation, however, shall entitle members to certain services of the Surviving Corporation and shall be permitted for interested persons as outlined in the bylaws, as set forth in Exhibit B attached. Membership consists of Organizational Members and Affiliate Members. A. Organizational Members. Organizational Members are any IRS designated nonprofit organization that (i) has a principal or branch office in Michigan; (ii) makes application and receives approval of that application by the MNA Board of Directors; and (iii) makes an annual contribution to the corporation, the amount of which is in accordance with the criteria established by the Board of Directors. B. Afftliate Members. Affiliate Members are organizations and individuals that (i) make application and receive approval of that application by the Board of Directors; and (ii) make an annual contribution to the corporation, the amount of which is in accordance with the criteria established by the Board of Directors. II- REPRESENTATIONS AND WARRANTIES OF THE PARTIES 2.1 Representations and Warranties of the MNA. The MNA hereby represents and warrants to CONNECTMICHlGAN as follows: 4 LAN01\ 167244.1 10\JJBA �A. Organization. The MNA is a nonprofit corporation dul y organized, validly existing and in good standing under the laws of the State of Michigan. B. Tax-Exempt Status and Taxes. The MNA is an organization described in Section 50l (c)(3) of the Code. The MNA has filed all federal , state and local tax and infonnation returns and has made all filings with the Michigan Department of Attorney General required through the date of this Agreement. D R - F T C. Authorization of Transaction. The MNA has full corporate power and authority to execute and deliver this Agreement and to perfonn its obligations under this Agreement. This Agreement constitutes a valid and legally binding obligation of the MNA enforceable in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealings), regardless of whether considered in a proceeding in equity or at law. D. Consistency with Laws, Orders, etc. Neither the execution and the delivery of this Agreement, nor the consummation by the MNA of the Merger or other transactions contemplated by this Agreement, will (i) violate any statute, regulation, rule, injunction, judgment, order or decree of any governmental body or court to which the MNA is subject; (ii) violate any provision of the Articles of Incorporation or Bylaws of the MNA; or (iii) conflict with, result in a breach of or constitute a default under, any agreement, contract, lease, license, instrument or other arrangement to which the MNA is a party or by which it is bound or to which any of its assets is subject. The MNA is not required to give any notice to, make any filing with or obtain any authorization, consent, or approval of any government or governmental agency other than the Michigan Department of Attorney General in order for it to consummate the transactions contemplated by this Agreement. E. Compliance with Laws. The MNA is in substantial compliance with all applicable laws, rules, regulations, orders, judgments and decrees of all governmental authorities, federal, state, local or otherwise. The MNA has not received any notice of violation nor otherwise been made aware of any claim by a federal , state, county or municipal authority pertaining to any violation of a governmental regulation concerning the MNA. F. Litigation. To the best knowledge of the MNA, there is no action, suit, proceeding at law or in equity, or any arbitration or any administrative or other proceeding by or before, or any investigation by, any governmental or other instrumentality or agency, pending or threatened, against or affecting the MNA. The MNA is not subject to any outstanding judgment, order or decree entered in any lawsuit or proceeding. 2.2 Representations and Warranties of CONNECTMICillGAN. CONNECTMICHIGAN hereby represents and warrants to the MNA as follows: A. Organization. CONNECTMICHIGAN is a nonprofit corporation duly organized, validly existing and in good standing under the laws of the State of Michigan. 5 LAN01\ 167244.1 10\JJBA �B. Tax-Exempt Status and Taxes. CONNECTMlCHIGAN is an organization described in Section 50l(c)(3) of the Code. CONNECTMICHIGAN has filed all federal, state and local tax and information returns and has made all filings with the Michigan Department of Attorney General required through the date of this Agreement. c. Authorization of Transaction. CONNECTMICHIGAN has full corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. This Agreement constitutes a valid and legally binding obligation of CONNECTMICHIGAN enforceable in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealings), regardless of whether considered in a proceeding in equity or at law. D R F T D. Consistency with Laws, Orders, etc. Neither the execution and the delivery of this Agreement, nor the consummation by CONNECTMICHIGAN of the Merger or other transactions contemplated by this Agreement, will (i) violate any statute, regulation, rule, injunction, judgment, order or decree of any governmental body or court to which CONNECTMICHIGAN is subject; (ii) violate any provision of the Articles of Incorporation or Bylaws of CONNECTMICHIGAN; or (iii) conflict with, result in a breach of or constitute a default under, any agreement, contract, lease, license, instrument or other arrangement to which CONNECTMICHIGAN is a party or by which it is bound or to which any of its assets is subject. CONNECTMICHIGAN is not required to give any notice to, make any filing with or obtain any authorization, consent, or approval of any government or governmental agency other than the Michigan Department of Attorney General in order for it to consummate the transactions contemplated by this Agreement. E. Compliance with Laws. CONNECTMICHIGAN is in substantial compliance with all applicable laws, rules, regulations, orders, judgments and decrees of all governmental authorities, federal, state, local or otherwise. CONNECTMICHIGAN has not received any notice of violation nor otherwise been made aware of any claim by a federal , state, county or municipal authority pertaining to any violation of a governmental regulation concerning CONNECTMICHIGAN. F. Litigation. To the best knowledge ofCONNECTMICHIGAN, there is no action, suit, proceeding at law or in equity, or any arbitration or any administrative or other proceeding by or before, or any investigation by, any governmental or other instrumentality or agency, pending or threatened, against or affecting CONNECTMICHIGAN. CONNECTMICHIGAN is not subject to any outstanding judgment, order or decree entered in any lawsuit or proceeding. ID- COVENANTS OF THE PARTIES 3.1 Conduct of Business. The MNA and CONNECTMICHIGAN each covenant and agree that, during the period from the date of this Agreement to the Effective Time, it will conduct its operations according to its ordinary and usual course of business consistent with past 6 LANOI\167244 I 10\JJBA �practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement. 3.2 Best Efforts. Each of the parties will take all actions and will do all things reasonably necessary in order to consummate and make effective Merger and the other transactions contemplated by this Agreement, including, but not limited to, providing the other party, and the other's respective authorized representatives, access to the employees, properties, books and records of the party in order that the other party may have the opportunity to make such investigations as it shall reasonably request of the affairs of the other. 3.3 Indemnification Committee Members. Trustees, Officers and R F B. The MNA shall cause to be maintained in effect for not less than two (2) years after the Effective Time the current policies of trustees' and officers' liability insurance and fiduciary liability insurance maintained by CONNEC1MICHIGAN (if any) with respect to matters occurring prior to the Effective Time; provided, however, that the MNA may substitute for any such policies of substantially the same coverage containing terms and conditions which are no less favorable than any such insurance in effect immediately prior to the Effective Time. T~ t ~~ V CONNECTMICHIGAN A. The MNA agrees that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action or suit. existing in favor of the present or former trustees, officers and committee members of CONNECTMICHlGAN as provided in the Articles of Incorporation and Bylaws of CONNECTMICHIGAN, in the MNCA or pursuant to other agreements as in effect as of the date of this Agreement, with respect to matters occurring through the Effective Time, shall survive the merger and shall continue in full force and effect until two (2) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. D / of I ~ 3.4 CONNECTMICHIGAN Logo and Products. The parties desire to • ONNECTMlCHlGAN logo and products after the merger. Both parties will cooperate in ferring the rights and obligations for use of the logo and products to MNA for use by the Surviving Corporation upon the Effective Time. The parties recognize that certain governmental filings and contracts may need to be made or updated in order to effectuate the transfers. IV- CONDITIONS 4.1 Conditions to the Obligations of the MNA. The obligations of the MNA to consummate the Merger are subject to the fulfillment at or prior to the Effective Time of the following conditions, any or all of which may be waived in whole or in part by the MNA to the extent permitted by applicable law: A. Representations, Warranties and Covenants of CONNECTMICHIGAN. All of the representations and warranties of CONNECTMICHIGAN set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Time and CONNEC1MICHIGAN shall have performed in all material respects all of its covenants under this Agreement through the Effective Time. 7 LANOI\ 167244 I 10\IJBA �Approvals and Consents. The Merger and the other transactions under B. this Agreement shall have received all approvals of the Michigan Department of Attorney General necessary to file a Certificate of Merger. No Injunctions. There shall not be in effect any preliminary or C. permanent injunction or other order of a court or other governmental or regulatory body directing that the Merger or other transactions contemplated under this Agreement not be consummated. Conditions to the Obligations of CONNECTMICIDGAN. The obl igations of 4.2 CONNECTMICHIGAN to consummate the Merger are subject to the fulfillment at or prior to the Effective Time of the following conditions, any or all of which may be waived in whole or in part by CONNECTMICHIGAN to the extent permitted by applicable law: D R .\ F T Representations, Warranties and Covenants of the MNA. All of the A. representations and warranties of the MNA set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Time and the MNA shall have performed in all material respects all of its covenants under this Agreement through the Effective Time. Approvals and Consents. The Merger and the other transactions under B. this Agreement shall have received all approvals of the Michigan Department of Attorney General necessary to file a Certificate of Merger. No Injunctions. There shall not be in effect any preliminary or C. permanent injunction or other order of a court or other governmental or regulatory body directing that the Merger or other transactions contemplated under this Agreement not be consummated. V- TERMINATION Termination. This Agreement may be terminated and the Merger may be 5.1 abandoned at any time prior to the Effective Time by the mutual written consent of the MNA and CONNECTMICHIGAN Further, either the MNA or CONNECTMICHIGAN may terminate this Agreement by written notice to the other if the Merger is not consummated by November 1, 2007. VI - MISCELLANEOUS Notices. All notices, requests, demands and other communications under this 6.1 Agreement shall be in writing and shall be deemed to have been given when delivered personally or mailed by first class mail to the following addresses: To theMNA: MICHIGAN NONPROFIT ASSOCIATION Attn: Samir Singh 1048 Pierpont, Suite 3 Lansing, MI 48911 To CONNECTMICHIGAN: 8 LANOI\ 167244 I 10\JJBA �CONNECTMICHIGAN ALIANCE Attn: Kyle Caldwell 1048 Pierpont, Suite 3 Lansing, Ml 48911 The MNA or CONNECTMICHIGAN may change the address or individuals to whom notice is to be given under this Agreement by a notice to the other in accordance with this Section 6.1. Assignment. Neither party may assign or delegate its duties, rights and 6.2 obligations under this Agreement without the prior written consent of the other party. Binding Effect. This Agreement shall be binding upon and inure to the benefit of 6.3 the MNA and CONNECTMICHIGAN and their respective successors and assigns. D R .\ F T Entire Agreement. This Agreement, as it may be amended or supplemented 6.4 from time to time, constitutes the complete agreement between the MNA and CONNECTMICHIGAN and supersedes all prior agreements, oral and written, and may be modified only by a written instrument executed by the MNA and CONNECTMICHIGAN. Choice of Law. This Agreement will be governed by, construed, and enforced in 6.5 accordance with the laws of the State of Michigan. Waivers. No part of this Agreement may be waived except by the written 6.6 agreement of the MNA or CONNECTMICHIGAN. Forbearance in any form from demanding performance hereunder is not a waiver of performance. Until complete performance under this Agreement, the party owed performance may invoke any remedy under this Agreement or under law, despite its past forbearance. Limited Enforcement. This Agreement is enforceable only by the MNA and 6.7 CONNECTMICHIGAN and their respective successors and assigns. No other person, including any employee or former employee of the MNA or CONNECTMICHIGAN, has the right to enforce any of the provisions contained in this Agreement; [provided, however, that the provisions of Section 3.3 shall inure to the benefit of and shall be enforceable by the CONNECTMICHIGAN directors, officers, and committee members described in Section 3.3.] Captions. The section and paragraph headings in this Agreement are inserted for 6.8 convenience only and do not describe, interpret or limit the scope, extent or intent of this Agreement of any provision of this Agreement. 9 LANOJ\1 67244 I 10\JJBA �IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth above. MICIDGAN NONPROFIT ASSOCIATION By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ Name: Samir Singh Its: President and CEO CONNECTMICIDGAN ALLIANCE D R By:_ _ _ _ _ _ _ _ _ _ _ _ _ _ __ Name: Kyle Caldwell Its: President and CEO ~\ - F T 10 LAN01\ 167244. 1 ID\JJBA � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA-CMA_MR_Agreement-and-Plan-of-Merger-Draft-with-Notes_1 Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger agreement and plan of merger draft with notes 1 Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger agreement and plan of merger draft with notes 1. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49426 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> https://digitalcollections.library.gvsu.edu/files/original/2afce3f55c90b1b317b7a23ab0dc87bb.pdf 66c67263c94c1070a74104d8c2d74d90 PDF Text Text AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into this _ _ day of _ _ by and between MICHIGAN NONPROFIT ASSOCIATION, a Michigan nonprofit corporation (the "MNA"), and CONNECTMICIDGAN ALLIANCE, a Michigan nonprofit corporation ("ConnectMichigan"). RECITALS A. The MNA and CONNECTMICHIGAN are each organized and operated for charitable and educational purposes. Each has been determined to be a tax-exempt organization described in Section 501(c)(3) of the Internal Revenue Code (the "Code"). D R B. MNA is organized as a nonprofit directorship CONNECTMICHIGAN is organized as a nonprofit directorship corporation. corporation. The Boards of Directors of the MNA and the Board of Trustees of C. CONNECTMICHIGAN have determined that their common purposes can best be achieved if they merge, and have approved this Agreement and Plan of Merger. This Agreement and Plan of Merger has been submitted to MNA 's membership for approval as required by Section 703 of the Michigan Nonprofit Corporation Act (the "MNCA"). NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties set forth m this Agreement, the MNA and CONNECfMICHIGAN agree as follows: F T I - THE MERGER. 1.1 Constituent Corporations. The name of each constituent corporation and its corporation identification number is: (a) Michigan Nonprofit Association: #787-349. (b) ConnectMichigan Alliance: # 764-804. 1.2 Merged Corporation. The name of the surviving corporation (the " Merged Corporation'') is MICHIGAN NONPROFIT ASSOCIATION. Description of Membership and Directorship. Membership and Directorship in 1.3 each constituent corporation is as follows: (a) Michigan Nonprofit Association: There are 17 Association Directors and 20 AtLarge Directors. Each Director has one vote. The act of the majority of the Directors at a meeting at which a quorum is present is the act of the Board ofDirectors. LANOI\1 67244.1 ID\JJBA �(b) ConnectMichigan: The current Board of Trustees consists of ei&!_!teen ( 18) Trustees. Each director has one vote. The act of the majority of the Board of Trustees at a meeting at which a quorum is present is the act of the Board of Directors. 1.4 Conversion of Memberships and Directorships. The Merged Corporation shall be organized on a directorship basis. Each of the Constituent Corporations will have directors on the initial Board of Directors of the Merged Corporation. The initial Board of Directors shall include thirty-seven (37) directors from MNA, two (2) At-Large directors fro ConnectMichigan, and two Association direcfocl trlilii' each affiliated group (Michl an Cam u Com act and Volunteer Centers of Americl:!) for a total of forty-three 43 directorJ. From and after the Effective Time, existing membership and directorship rights shall be extinguished except as converted above with respect to directorship interests in the Merged Corporation. D R A F T V The Merger. Subject to the tenns and conditions of this Agreement, at the 1.5 Effective Time (as defined in Section 1.6), CONNECTMICHIGAN shall be merged with and into the MNA and the separate existence of CONNECTMICHIGAN shall thereupon cease (the "Merger"). The MNA shall be the successor or surviving corporation in the Merger (sometimes referred to in this Agreement as the "Surviving Corporation") and shall continue to be governed by the laws of the State of Michigan. The separate existence of the MNA with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. The Merger shall have the effects specified in the MNCA. /. JAn investment committee shall be constitu~~ ~~.J~-~tated Articles of Incorporation for the purpose of directing the ~TMICIDGAN endowment. Consistent with the Restated Articles of Incorporation, certain actions related to the investment committee, including the modification of investment committee composition, and modification of the rights, powers, duties onsibilities of the investment committee, will require the approval of a permajor· of the Board of Directors of the Merged Corporation.) 1.6 Effective Time. The MNA and CONNECTMICHIGAN will cause an appropriate Certificate of Merger (the " Certificate of Merger") to be executed and filed on the date of the Closing (as defined in Section 1.7), or on such other date as the MNA and CONNECTMICHIGAN may agree, with the Michigan Department of Labor & Economic Growth as provided in Section 707 of the MNCA. The Merger shall become effective as specified in the Certificate of Merger. Such date and time is referred to in this Agreement as the " Effective Time." 1.7 Closing. The closing of the Merger (the "Closing") shall take place at such place, date and time as the MNA and CONNECTMICHIGAN may agree. 1.8 Articles of Incorporation and Bylaws of the Surviving Corporation. A. From and after the Effective Date and until amended as provided by law, the articles of incorporation of the Surviving Corporation shall be amended and restated at and as of the Effective Time to read as set forth in Exhibit A attached. 2 LANO I\ 167244 I 10\JIBA �B. The bylaws of the Surviving Corporation shall be amended and restated at and as of the Effective Time to read as set forth in Exhibit B attached. 1.9 Directors and Officers of the Surviving Corporation. A. The following individuals shall be the directors of the Surviving Corporation from and after the Effective Time, until their successors have been duly elected or appointed and qualified in accordance with the Bylaws of the Surviving Corporation attached as Exhibit B or until their earlier death, resignation or removal in accordance with the Restated Articles of Incorporation and Bylaws of the Surviving Corporation: Association Director Representative: D R J\ F T Representative of: At-Large Directors David Seaman Michigan Health & Hospital Association Elyse Rogers N. Charles Anderson Michael Boulus Council of Michigan Urban Leagues Barbara Orr Hill Presidents Council State Universities of Michigan William Liebold, 11 Robert Collier Council of Michigan Foundations Judy Moore Doreen Woodward Michigan Community Action Agency Association Karla Hall Anne Rosewame Michigan Health Council Thomas Bailey Edward 0. Blews, Jr. Association of Independent Colleges and Uruversities of Michigan Delois Caldwell Justin King Michigan Association of School Boards Suzanne Heath Jane Marshall Food Bank Council of Michigan Gerald Smith William Mayes Michigan Association of School Administrators Carolyn Bloodworth Sr. Monica Kostielney Michigan Catholic Conference Barbara Kratchman Susan Herman Michigan Jewish Conference Ibrahim Ahmed Ann Marston Michigan League for Human Services Sheilah Patrice Clay Deborah Mikula Michigan Association of Community Dale Weighill Arts Agencies David Price Michigan Community College Association Cheryl Coleman Michigan Association of Rehabilitation Organizations Suzanne Greenberg Michigan Association ofUruted Way Carol Touchinski Mtc gan Campus Compact Ouida Cash Michigan Campus Compact Richard Rappleye Volunteer Centers of Michigan Liz Siver Volunteer Centers of Michigan ConnectMichigan 3 LANO I\167244 I 10\JJBA �ConnectMichigan The following individuals shall, from and after the Effective Time, hold B. the following offices in the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Restated Articles oflncorporation and Bylaws of the Surviving Corporation: Chair: Karla Hall Chair-Elect: Ouida Cash Secretary: Sr. Monica Kostielney Treasurer: Elyse Rogers Immediate Past Chair: David Seaman Chair Emeritus: Russell Mawby D R C. The following individuals shall, from and after the Effective Time, hold the following positions in the Surviving Corporation until their successors have been duly appointed and qualified or until their death, resignation or removal in accordance with the Restated Articles of Incorporation and Bylaws of the Surviving Corporation: POSITION?: Samir Singq_ POSITION?: K_yle.........,;a.....l...__.... A F T 1.10 Membership in the Surviving Corporation. The Corporation is a directorship corporation. The business, property, and affairs of the Surviving Corporation shall be managed by the Board of Directors. Membership in the Surviving Corporation, however, shall entitle members to certain services of the Surviving Corporation and shall be permitted for interested persons as outlined in the bylaws, as set forth in Exhibit B attached. Membership consists of Organizational Members and Affiliate Members. Organizational Members. Organizational Members are any IRS A. designated nonprofit organization that (i) has a principal or branch office in Michigan; (ii) makes application and receives approval of that application by the MNA Board of Directors; and (iii) makes an annual contribution to the corporation, the amount of which is in accordance with the criteria established by the Board of Directors. B. Affiliate Members. Affiliate Members are organizations and individuals that (i) make application and receive approval of that application by the Board of Directors; and (ii) make an annual contribution to the corporation, the amount of which is in accordance with the criteria established by the Board of Directors. II- REPRESENTATIONS AND WARRANTIES OF THE PARTIES 2.1 Representations and Warranties of the MNA. The MNA hereby represents and warrants to CONNECTM ICHIGAN as follows: 4 LANO I \167244 I 10\JJBA �A. O rganization. The MNA is a nonprofit corporation duly organized, validly existing and in good standing under the laws of the State of Michigan. Tax-Exempt Status and Taxes. The MNA is an organization described B. in Section 50 I (c)(3) of the Code. The MNA has fil ed all federal , state and local tax and information returns and has made all filings with the Michigan Department of Attorney General required through the date of this Agreement. D R F T C. Authorization of T r an saction. The MNA has full corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. This Agreement constitutes a valid and legally binding obligation of the MNA enforceable in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealings), regardless of whether considered in a proceeding in equity or at law. D. Consistency with Laws, Orders, etc. Neither the execution and the delivery of this Agreement, nor the consummation by the MNA of the Merger or other transactions contemplated by this Agreement, will (i) violate any statute, regulation, rule, injunction, judgment, order or decree of any governmental body or court to which the MNA is subject; (ii) violate any provision of the Articles of Incorporation or Bylaws of the MNA; or (iii) conflict with, result in a breach of or constitute a default under, any agreement, contract, lease, license, instrument or other arrangement to which the MNA is a party or by which it is bound or to which any of its assets is subject. The MNA is not required to give any notice to, make any filing with or obtain any authorization, consent, or approval of any government or governmental agency other than the Michigan Department of Attorney General in order for it to consummate the transactions contemplated by this Agreement. E. Complia nce with Laws. The MNA is in substantial compliance with all applicable laws, rules, regulations, orders, judgments and decrees of all governmental authorities, federal, state, local or otherwise. The MNA has not received any notice ·of violation nor otherwise been made aware of any claim by a federal , state, county or municipal authority pertaining to any violation of a governmental regulation concerning the MNA. F. L itigation. To the best knowledge of the MNA, there is no action, suit, proceeding at law or in equity, or any arbitration or any administrative or other proceeding by or before, or any investigation by, any governmental or other instrumentality or agency, pending or threatened, against or affecting the MNA. The MNA is not subject to any outstanding judgment, order or decree entered in any lawsuit or proceeding. 2.2 Rep resen tations and Warranties of CONNECTMICHIGAN. CONNECTMICHIGAN hereby represents and warrants to the MNA as follows : A. O rganization. CONNECTMICHIGAN is a nonprofit corporation duly organized, validly existing and in good standing under the laws of the State of Michigan. 5 LANOI \ 167244 I ID\JJBA �B. Tax-Exempt Status and Taxes. CONNECTMICHIGAN is an organization described in Section 50 I (c)(3) of the Code. CONNECTMICHIGAN has filed all federal, state and local tax and information returns and has made all filings with the Michigan Department of Attorney General required through the date of this Agreement. Authorization of Transaction. CONNECTMICHIGAN has full C. corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. This Agreement constitutes a valid and legally binding obligation of CONNECTMICHIGAN enforceable in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealings), regardless of whether considered in a proceeding in equity or at law. D R A F T D. Consistency with Laws, Orders, etc. Neither the execution and the delivery of this Agreement, nor the consummation by CONNECTMICHIGAN of the Merger or other transactions contemplated by this Agreement, wi ll (i) violate any statute, regulation, rule, injunction, judgment, order or decree of any governmental body or court to which CONNECTMICHIGAN is subject; (ii) violate any provision of the Articles of Incorporation or Bylaws of CONNECTMlCHIGAN; or (iii) conflict with, result in a breach of or constitute a default under, any agreement, contract, lease, license, instrument or other arrangement to which CONNECTMICHIGAN is a party or by which it is bound or to which any of its assets is subject. CONNECTMlCHIGAN is not required to give any notice to, make any filing with or obtain any authorization, consent, or approval of any government or governmental agency other than the Michigan Department of Attorney General in order for it to consummate the transactions contemplated by this Agreement. E. Compliance with Laws. CONNECTMICHIGAN is in substantial compliance with all applicable laws, rules, regulations, orders, judgments and decrees of aJl governmental authorities, federal , state, local or otherwise. CONNECTMlCHIGAN has not received any notice of violation nor otherwise been made aware of any claim by a federal, state, county or municipal authority pertaining to any violation of a governmental regulation concerning CONNECTMICHIGAN. F. Litigation. To the best knowledge ofCONNECTMICHIGAN, there is no action, suit, proceeding at law or in equity, or any arbitration or any administrative or other proceeding by or before, or any investigation by, any governmental or other instrumentality or agency, pending or threatened, against or affecting CONNECTMICHIGAN. CONNECTMICHIGAN is not subject to any outstanding judgment, order or decree entered in any lawsuit or proceeding. III- COVENANTS OF THE PARTIES 3.1 Conduct of Business. The MNA and CONNECTMICHIGAN each covenant and agree that, during the period from the date of this Agreement to the Effective Time, it will conduct its operations according to its ordinary and usual course of business consistent with past 6 LANOJ \ 167244 I 10\JJBA �practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement. 3.2 Best Efforts. Each of the parties will take all actions and will do all things reasonably necessary in order to consummate and make effective Merger and the other transactions contemplated by this Agreement, including, but not limited to, providing the other party, and the other's respective authorized representatives, access to the employees, properties, books and records of the party in order that the other party may have the opportunity to make such investigations as it shall reasonably request of the affairs of the other. 3.3 Indemnification Committee Members. D R F T of CONNECTMICHIGAN Trustees, Officers and A. The MNA agrees that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action or suit, existing in favor of the present or former trustees, officers and committee members of CONNECTMICHIGAN as provided in the Articles of Incorporation and Bylaws of CONNECTMICHIGAN, in the MNCA or pursuant to other agreements as in effect as of the date of this Agreement, with respect to matters occurring through the Effective Time, shall survive the merger and shall continue in full force and effect until two (2) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. B. The MNA shall cause to be maintained in effect for not less than two (2) years after the Effective Time the current policies of trustees' and officers' liability insurance and fiduciary liability insurance maintained by CONNECTMICHIGAN (if any) with respect to matters occurring prior to the Effective Time; provided, however, that the MNA may substitute for any such policies of substantially the same coverage containing terms and conditions which are no less favorable than any such insurance in effect immediately prior to the Effective Time. CONNECTMICIDGAN Lo o and Products. The parties desire to utilize 3.4 CONNECTMICHIGAN logo and products after the merger. Both parties will cooperate in transferring the rights and obligations for use of the logo and products to MNA for use by the Surviving Corporation upon the Effective Time. The parties recognize that certain governmental filings and contracts may need to be made or updated in order to effectuate the transfers. IV - CONDITIONS 4.1 Conditions to the Obligations of the MNA. The obligations of the MNA to consummate the Merger are subject to the fulfillment at or prior to the Effective Time of the following conditions, any or all of which may be waived in whole or in part by the MNA to the extent permitted by applicable law: Representations, Warranties and Covenants of A. CONNECTMJCIDGAN. All of the representations and warranties of CONNECfMICHIGAN set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Time and CONNECTMTCHJGAN shall have performed in all material respects all of its covenants under this Agreement through the Effective Time. 7 LANOI \ 167244 I 10\JJBA �B. Approvals and Consents. The Merger and the other transactions under this Agreement shall have received all approvals of the Michigan Department of Attorney General necessary to file a Certificate of Merger. C. No Injunctions. There shall not be in effect any preliminary or permanent injunction or other order of a court or other governmental or regulatory body directing that the Merger or other transactions contemplated under this Agreement not be consummated. 4.2 Conditions to the Obligations of CONNECTMICHIGAN. The obligations of CONNECTMICHIGAN to consummate the Merger are subject to the fulfillment at or prior to the Effective Time of the following conditions, any or all of which may be waived in whole or in part by CONNECTMICHIGAN to the extent permitted by applicable law: D R A F T Representations, Warranties and Covenants of the MNA. All of the A. representations and warranties of the MNA set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Time and the MNA shall have performed in all material respects all of its covenants under this Agreement through the Effective Time. B. Approvals and Consents. The Merger and the other transactions under this Agreement shall have received all approvals of the Michigan Department of Attorney General necessary to file a Certificate of Merger. C. No Injunctions. There shall not be in effect any preliminary or permanent injunction or other order of a court or other governmental or regulatory body directing that the Merger or other transactions contemplated under this Agreement not be consummated. V- TERMINATION 5.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by the mutual written consent of the MNA and CONNECTMJCHIGAN Further, either the MNA or CONNECTMICHIGAN may terminate this Agreement by written notice to the other if the Merger is not consummated by November 1, 2007. VI- MISCELLANEOUS 6.1 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or mailed by first class mail to the following addresses: To theMNA: MICHIGAN NONPROFIT ASSOCIATION Attn: Samir Singh I 048 Pierpont, Suite 3 Lansing, Ml 489 1 l To CONNECTMICHIGAN: 8 LANOI\ 167244 I ID\JJBA �CONNECTMICHIGAN ALIANCE Attn: Kyle Caldwell I 048 Pierpont, Suite 3 Lansing, Ml 48911 The MNA or CONNECTMICHIGAN may change the address or individuals to whom notice is to be given under this Agreement by a notice to the other in accordance with this Section 6.1. 6.2 Assignment. Neither party may assign or delegate its duties, rights and obligations under this Agreement without the prior written consent of the other party. Binding Effect. This Agreement sha11 be binding upon and inure to the benefit of 6.3 the MNA and CONNECTMICHIGAN and their respective successors and assigns. D R _\ F T 6.4 Entire Agreement. This Agreement, as it may be amended or supplemented from time to time, constitutes the complete agreement between the MNA and CONNECTMICHIGAN and supersedes all prior agreements, oral and written, and may be modified only by a written instrument executed by the MNA and CONNECTMICHIGAN. 6.5 Choice of Law. This Agreement will be governed by, construed, and enforced in accordance with the Jaws of the State of Michigan. 6.6 Waivers. No part of this Agreement may be waived except by the written agreement of the MNA or CONNECTMICHIGAN. Forbearance in any form from demanding performance hereunder is not a waiver of performance. Until complete performance under this Agreement, the party owed performance may invoke any remedy under this Agreement or under Jaw, despite its past forbearance. 6.7 Limited Enforcement. This Agreement is enforceable only by the MNA and CONNECTMICHIGAN and their respective successors and assigns. No other person, including any employee or former employee of the MNA or CONNECTMICHIGAN, has the right to enforce any of the provisions contained in this Agreement; [provided, however, that the provisions of Section 3.3 shall inure to the benefit of and shall be enforceable by the CONNECTMICHIGAN directors, officers, and committee members described in Section 3.3.] Captions. The section and paragraph headings in this Agreement are inserted for 6.8 convenience only and do not describe, interpret or limit the scope, extent or intent of this Agreement of any provision of this Agreement. 9 LANOI\167244 I 10\JJBA �IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth above. MICIDGAN NONPROFIT ASSOCIATION By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ Name: Samir Singh Its: President and CEO CONNECTMICIDGAN ALLIANCE D R By:_ _ _ _ _ _ _ _ _ _ _ _ _ _ __ Name: Kyle Caldwell Its: President and CEO A F T 10 LANOI\167244 I 10\JJBA �AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this " Agreement") is entered into this _ _ day of , _ _ by and between l\IICHIGAN NONPROFIT ASSOCIATION, a Michigan nonprofit corporation (the "MNA"), and CONNECTMICIDGAN ALLIANCE, a Michigan nonprofit corporation ("ConnectMichigan"). RECITALS A. The MNA and CONNECTMICHIGAN are each organized and operated for charitable and educational purposes. Each has been determined to be a tax-exempt organization described in Section 50l(c)(3) of the Internal Revenue Code (the "Code"). D R B. MNA is organized as a nonprofit directorship CONNECTMICHIGAN is organized as a nonprofit directorship corporation. corporation. The Boards of Directors of the MNA and the Board of Trustees of C. CONNECTMICHIGAN have determined that their common purposes can best be achieved if they merge, and have approved this Agreement and Plan of Merger. This Agreement and Plan of Merger has been submitted to MNA' s membership for approval as required by Section 703 of the Michigan Nonprofit Corporation Act (the "MNCA"). NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties set forth m this Agreement, the MNA and CONNECTMICHIGAN agree as follows: F T I -THE MERGER. 1.1 Constituent Corporations. The name of each constituent corporation and its corporation identification number is: (a) Michigan Nonprofit Association: #787-349. (b) ConnectMichigan Alliance: # 764-804. 1.2 Merged Corporation. The name of the surviving corporation (the " Merged Corporation") is MICHIGAN NONPROFIT ASSOClATION. 1.3 Description of Membership and Directorship. Membership and Directorship in each constituent corporation is as follows: (a) Michigan Nonprofit Association: There are 17 Association Directors and 20 AtLarge Directors. Each Director has one vote. The act of the majority of the Directors at a meeting at which a quorum is present is the act of the Board ofDirectors. LANOI\ 167244 I ID\JJBA �(b) ConnectMichigan: The current Board of Trustees consists of eighteen (L8) Trustees. Each director has one vote. The act of the majority of the Board of Trustees at a meeting at which a quorum is present is the act of the Board of Directors. 1.4 Conversion of Memberships and Directorships. The Merged Corporation shall be organized on a directorship basis. Each of the Constituent Corporations will have directors on the initial Board of Directors of the Merged CofEoration. The initial Board of Directors shall include thirty-seven (37) directors from MNA, two (2) At-Large directors from Connec chigan, and two Association direcfari tro""nf. each affiliated group (Michig,an Cam us Corti d Volunteer Centers of America for a total of for!J-three 43J directorS. From and after the Effective Time, existing membership and directorship rights shall be extinguished except as converted above with respect to directorship interests in the Merged Corporation. D R A F T The Merger. Subject to the terms and conditions of this Agreement, at the 1.5 Effective Time (as defined in Section 1.6), CONNECTMICHIGAN shall be merged with and into the MNA and the separate existence of CONNECTMICHIGAN shall thereupon cease (the "Merger"). The MNA shall be the successor or surviving corporation in the Merger (sometimes referred to in this Agreement as the "Surviving Corporation") and shall continue to be governed by the laws of the State of Michigan. The separate existence of the MNA with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. The Merger shall have the effects specified in the MNCA. [An investment committee shall be constituted, consistent with the Restated Articles of Incorporation for the purpose of directing the income of the CONNECTMICIDGAN endowment. Consistent with the Restated Articles of Incorporation, certain actions related to the investment committee, including the modification of investment committee composition, and modification of the rights, powers, duties and responsibilities of the investment committee, will require the approval of a supermajority of the Board of Directors of the Merged Corporation.) 1.6 Effective Time. The MNA and CONNECTMICHIGAN will cause an appropriate Certificate of Merger (the "Certificate of Merger") to be executed and filed on the date of the Closing (as defined in Section 1.7), or on such other date as the MNA and CONNECTMICHIGAN may agree, with the Michigan Department of Labor & Economic Growth as provided in Section 707 of the MNCA. The Merger shall become effective as specified in the Certificate of Merger. Such date and time is referred to in this Agreement as the "Effective Time." 1.7 Closing. The closing of the Merger (the "Closing") shall take place at such place, date and time as the MNA and CONNECTMICHIGAN may agree. 1.8 Articles of Incorporation and Bylaws of the Surviving Corporation. A. From and after the Effective Date and until amended as provided by law, the articles of incorporation of the Surviving Corporation shall be amended and restated at and as of the Effective Time to read as set forth in Exhibit A attached. 2 LANOI\167244 I 10\JJBA �B. The bylaws of the Surviving Corporation shall be amended and restated at and as of the Effective Time to read as set forth in Exhibit B attached. 1.9 Directors and Officers of the Surviving Corporation. A. The following individuals shall be the directors of the Surviving Corporation from and after the Effective Time, until their successors have been duly elected or appointed and qualified in accordance with the Bylaws of the Surviving Corporation attached as Exhibit B or until their earlier death, resignation or removal in accordance with the Restated Articles of Incorporation and Bylaws of the Surviving Corporation: Association Director Representative: D R ~' F T David Seaman N . Charles Anderson Michael Boulus Robert Collier Doreen Woodward Anne Rosewarne Edward 0. Blews, Jr. Justin King Jane Marshall William Mayes Sr. Monica Kostielney Susan Herman Ann Marston Deborah Mikula David Price Representative of: Michigan Health & Hospital Association Council ofMichigan Urban Leagues Presidents Council State Universities of Michigan Council of Michigan Foundations Michigan Community Action Agency Association Michigan Health Council Association of Independent Colleges and Universities of Michigan Michigan Association of School Boards Food Bank Council of Michigan Michigan Association of School Administrators Michigan Catholic Conference Michigan Jewish Conference Michigan League for Human Services Michigan Association of Community Arts Agencies Michigan Community College Association Michigan Association of Rehabilitation Organizations Michigan Association of United Way Mtc gan Campus Compact Michigan Campus Compact Volunteer Centers of Michigan Volunteer Centers of Michigan 3 LANOI\ 167244 I ID\JJBA At-Large Directors Elyse Rogers Barbara Orr Hill William Liebold, II Judy Moore Karla Hall Thomas Bailey Delois Caldwell Suzanne Heath Gerald Smith Carolyn Bloodworth Barbara Kratchman Ibrahim Ahmed Sheilah Patrice Clay Dale Weighill Cheryl Coleman Suzanne Greenberg Carol Touchinski Ouida Cash Richard Rappleye Liz Siver ConnectMichigan �ConnectMichigan B. The following individuals shall, from and after the Effective Time, hold the following offices in the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Restated Articles of Incorporation and Bylaws of the Surviving Corporation: Chair: Karla Hall Chair-Elect: Ouida Cash Secretary: Sr. Monica Kostielney Treasurer: Elyse Rogers lmrnediate Past Chair: David Seaman Chair Emeritus: Russell Mawby D R A F T C. The following individuals shall, from and after the Effective Time, hold the following positions in the Surviving Corporation until their successors have been duly appointed and qualified or until their death, resignation or removal in accordance with the Restated Articles of incorporation and Bylaws of the Surviving Corporation: POSITION?: Samir SinM POSITION?: Kyle C ld ell 1.10 Membership in the Surviving Corporation. The Corporation is a directorship corporation. The business, property, and affairs of the Surviving Corporation shall be managed by the Board of Directors. Membership in the Surviving Corporation, however, shall entitle members to certain services of the Surviving Corporation and shall be permitted for interested persons as outlined in the bylaws, as set forth in Exhibit B attached. Membership consists of Organizational Members and Affiliate Members. Organizational Members. Organizational Members are any IRS A. designated nonprofit organization that (i) has a principal or branch office in Michigan; (ii) makes application and receives approval of that application by the MNA Board of Directors; and (iii) makes an annual contribution to the corporation, the amount of which is in accordance with the criteria established by the Board of Directors. B. Affiliate Members. Affiliate Members are organizations and individuals that (i) make application and receive approval of that application by the Board of Directors; and (ii) make an annual contribution to the corporation, the amount of which is in accordance with the criteria established by the Board of Directors. 11- REPRESENTATIONS AND WARRANTIES OF THE PARTIES 2.1 Representations and Warranties of the MNA. The MNA hereby represents and warrants to CONNECTMICHIGAN as follows: 4 LANOl\167244 I 10\JJBA �A. Organization. The MNA is a nonprofit corporation duly organized, validly existing and in good standing under the Jaws of the State of Michigan. B. Tax-Exempt Status and Taxes. The MNA is an organization described in Section 50I(c)(3) of the Code. The MNA has filed all federal , state and local tax and information returns and has made all filings with the Michigan Department of Attorney General required through the date of this Agreement. D R F T C. Authorization of T ran saction. The MNA has full corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. This Agreement constitutes a valid and legally binding obligation of the MNA enforceable in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealings), regardless of whether considered in a proceeding in equity or at Jaw. D. Consistency with Laws, Orders, etc. Neither the execution and the delivery of this Agreement, nor the consummation by the MNA of the Merger or other transactions contemplated by this Agreement, will (i) violate any statute, regulation, rule, injunction, judgment, order or decree of any governmental body or court to which the MNA is subject; (ii) violate any provision of the Articles of lncorporation or Bylaws of the MNA; or (iii) conflict with, resuJt in a breach of or constitute a default under, any agreement, contract, lease, license, instrument or other arrangement to which the MNA is a party or by which it is bound or to which any of its assets is subject. The MNA is not required to give any notice to, make any filing with or obtain any authorization, consent, or approval of any government or governmental agency other than the Michigan Department of Attorney General in order for it to consummate the transactions contemplated by this Agreement. E. Compliance with Laws. The MNA is in substantial compliance with all applicable laws, rules, regulations, orders, judgments and decrees of all governmental authorities, federal, state, local or otherwise. The MNA has not received any notice of violation nor otherwise been made aware of any claim by a federal, state, county or municipal authority pertaining to any violation of a governmental regulation concerning the MNA. F. Litigation. To the best knowledge of the MNA, there is no action, suit, proceeding at law or in equity, or any arbitration or any administrative or other proceeding by or before, or any investigation by, any governmental or other instrumentality or agency, pending or threatened, against or affecting the MNA. The MNA is not subject to any outstanding judgment, order or decree entered in any lawsuit or proceeding. 2.2 Representations and W arranties of CONNECTMICHIGAN. CONNECTMICHIGAN hereby represents and warrants to the MNA as follows: Organization. CONNECTMICHIGAN is a nonprofit corporation duly A. organized, validly existing and in good standing under the laws of the State of Michigan. 5 LANOI\167244 I 10\JJBA �B. Tax-Exempt Status and Taxes. CONNECTMICHIGAN is an organization described in Section 501 (c)(3) of the Code. CONNECTMICHIGAN has filed all federal , state and local tax and information returns and has made all filings with the Michigan Department of Attorney General required through the date of this Agreement. CONNECTMICHIGAN has full C. Authorization of Transaction. corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. This Agreement constitutes a valid and legally binding obligation of CONNECTMICHIGAN enforceable in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealings), regardless of whether considered in a proceeding in equity or at law. D R A F T D. Consistency with Laws, Orders, etc. Neither the execution and the delivery of this Agreement, nor the consummation by CONNECTMICHIGAN of the Merger or other transactions contemplated by this Agreement, will (i) violate any statute, regulation, rule, injunction, judgment, order or decree of any governmental body or court to which CONNECTMICHIGAN is subject; (ii) violate any provision of the Articles of Incorporation or Bylaws of CONNECTMICHIGAN; or (iii) conflict with, result in a breach of or constitute a default under, any agreement, contract, lease, license, instrument or other arrangement to which CONNECTMICHIGAN is a party or by which it is bound or to which any of its assets is subject. CONNECTMICHIGAN is not required to give any notice to, make any filing with or obtain any authorization, consent, or approval of any government or governmental agency other than the Michigan Department of Attorney General in order for it to consummate the transactions contemplated by this Agreement. E. Compliance with Laws. CONNECTMJCHIGAN is in substantial compliance with all applicable laws, rules, regulations, orders, judgments and decrees of all governmental authorities, federal, state, local or otherwise. CONNECTMlCHIGAN has not received any notice of violation nor otherwise been made aware of any claim by a federal , state, county or municipal authority pertaining to any violation of a governmental regulation concerning CONNECTMICHIGAN. F. Litigation. To the best knowledge ofCONNECTMICHIGAN, there is no action, suit, proceeding at law or in equity, or any arbitration or any administrative or other proceeding by or before, or any investigation by, any governmental or other instrumentality or or threatened, against or affecting CONNECTMICHIGAN. agency, pending CONNECTMICHIGAN is not subject to any outstanding judgment, order or decree entered in any lawsuit or proceeding. III - COVENANTS OF THE PARTIES 3.1 Conduct of Business. The MNA and CONNECTMJCHIGAN each covenant and agree that, during the period from the date of this Agreement to the Effective Time, it will conduct its operations according to its ordinary and usual course of business consistent with past 6 LANOI \ t 6n44 I IDVJBA �practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement. 3.2 Best Efforts. Each of the parties will take all actions and will do all things reasonably necessary in order to consummate and make effective Merger and the other transactions contemplated by this Agreement, including, but not limited to, providing the other party, and the other's respective authorized representatives, access to the employees, properties, books and records of the party in order that the other party may have the opportunity to make such investigations as it shall reasonably request of the affairs of the other. 3.3 Indemnification Committee Members. D R F T of CONNECTMICHIGAN Trustees, Officers and A. The MNA agrees that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action or suit, existing in favor of the present or former trustees, officers and committee members of CONNECTMICHIGAN as provided in the Articles of Incorporation and Bylaws of CONNECTMICHIGAN, in the MNCA or pursuant to other agreements as in effect as of the date of this Agreement, with respect to matters occurring through the Effective Time, shall survive the merger and shall continue in full force and effect until two (2) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. B. The MNA shall cause to be maintained in effect for not less than two (2) years after the Effective Time the current policies of trustees' and officers' liability insurance and fiduciary liability insurance maintained by CONNECTMICHIGAN (if any) with respect to matters occurring prior to the Effective Time; provided, however, that the MNA may substitute for any such policies of substantially the same coverage containing terms and conditions which are no less favorable than any such insurance in effect immediately prior to the Effective Time. CONNECTMICHIGAN Lo o and Products. The parties desire to utilize 3.4 CONNECTMICHIGAN logo and products after the merger. Both parties will cooperate in transferring the rights and obligations for use of the logo and products to MNA for use by the Surviving Corporation upon the Effective Time. The parties recognize that certain governmental filings and contracts may need to be made or updated in order to effectuate the transfers. IV - CONDITIONS 4.1 Conditions to the Obligations of the MNA. The obligations of the MNA to consummate the Merger are subject to the fulfillment at or prior to the Effective Time of the following conditions, any or all of which may be waived in whole or in part by the MNA to the extent permitted by applicable law: Representations, Warranties and Covenants of A. CONNECTMICHIGAN. All of the representations and warranties of CONNECTMICHIGAN set forth in thjs Agreement shall be true and correct in all material respects on and as of the Effective Time and CONNECTMICHIGAN shall have performed in all material respects all of its covenants under this Agreement through the Effective Time. 7 LANO1\167244 I 10\JJBA �B. Approvals and Consents. The Merger and the other transactions under this Agreement shall have received all approvals of the Michigan Department of Attorney General necessary to fil e a Certificate of Merger. C. No Injunctions. There shall not be in effect any preliminary or permanent injunction or other order of a court or other governmental or regulatory body directing that the Merger or other transactions contemplated under this Agreement not be consummated. 4.2 Conditions to the Obligations of CONNECTMICIDGAN. The obligations of CONNECTMICHIGAN to consummate the Merger are subject to the fulfillment at or prior to the Effective Time of the following conditions, any or all of which may be waived in whole or in part by CONNECTMICHIGAN to the extent permitted by applicable law: D R A F T Representations, Warranties and Covenants of the MNA. All of the A. representations and warranties of the MNA set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Time and the MNA shall have performed in all material respects all of its covenants under this Agreement through the Effective Time. Approvals and Consents. The Merger and the other transactions under B. this Agreement shall have received all approvals of the Michigan Department of Attorney General necessary to file a Certificate of Merger. C. No Injunctions. There shall not be in effect any preliminary or permanent injunction or other order of a court or other governmental or regulatory body directing that the Merger or other transactions contemplated under this Agreement not be consummated. V- TERMINATION 5.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by the mutual written consent of the MNA and CONNECTMICHIGAN Further, either the MNA or CONNECTMICHIGAN may terminate this Agreement by written notice to the other if the Merger is not consummated by November I, 2007. VI- MISCELLANEOUS 6.1 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or mailed by first class mail to the following addresses: To the MNA: MICHIGAN NONPROFIT ASSOCIATION Attn: Samir Singh I 048 Pierpont, Suite 3 Lansing, Ml 4891 1 To CONNECTMICHIGAN: 8 LANOI\167244 I ID\JJBA �CONNECTMICHIGAN ALIANCE Attn: Kyle Caldwell I 048 Pierpont, Suite 3 Lansing, Ml 48911 The MNA or CONNECTMICHIGAN may change the address or individuals to whom notice is to be given under this Agreement by a notice to the other in accordance with this Section 6.1. 6.2 Assignment. Neither party may assign or delegate its duties, rights and obligations under this Agreement without the prior written consent of the other party. Binding Effect This Agreement shall be binding upon and inure to the benefit of 6.3 the MNA and CONNECTMICHIGAN and their respective successors and assigns. D R F T 6.4 Entire Agreement This Agreement, as it may be amended or supplemented from time to time, constitutes the complete agreement between the MNA and CONNECTMICHIGAN and supersedes all prior agreements, oral and written, and may be modified only by a written instrument executed by the MNA and CONNECTMICHIGAN. 6.5 Choice of Law. This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of Michigan. Waivers. No part of this Agreement may be waived except by the written 6.6 agreement of the MNA or CONNECTMICHIGAN. Forbearance in any form from demanding performance hereunder is not a waiver of performance. Until complete performance under this Agreement, the party owed performance may invoke any remedy under this Agreement or under law, despite its past forbearance. 6.7 Limited Enforcement. This Agreement is enforceable only by the MNA and CONNECTMICHIGAN and their respective successors and assigns. No other person, including any employee or former employee of the MNA or CONNECTMICHIGAN, has the right to enforce any of the provisions contained in this Agreement; [provided, however, that the provisions of Section 3.3 shall inure to the benefit of and shall be enforceable by the CONNECTMICHIGAN directors, officers, and committee members described in Section 3.3.] 6.8 Captions. The section and paragraph headings in this Agreement are inserted for convenience only and do not describe, interpret or limit the scope, extent or intent of this Agreement of any provision of this Agreement. - 9 LANOI\167244 I 10\JJBA �IN WITNESS \VHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth above. MICHIGAN NONPROFIT ASSOCIATION By: _________________________________ Name: Samir Singh Its: President and CEO CONNECTMICHIGAN ALLIANCE D By: _________________________________ R Name: Kyle Caldwell Its: President and CEO A F T 10 LANOI\167244 I 10\JJBA � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA-CMA_MR_Agreement-and-Plan-of-Merger-Draft-with-Notes_2 Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger agreement and plan of merger draft with notes 2 Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger agreement and plan of merger draft with notes 2. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49427 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> https://digitalcollections.library.gvsu.edu/files/original/898b0dc28d8d8a1ce90890ebb5fff79d.pdf a39fe5170588730cf94b7b2af6eb1f4a PDF Text Text AGREEM ENT AN D PLAN O F MERGER This AGREEMENT AND PLAN O F MER GER (this ·'Agreement") is entered into this day of , by and between MICHIGAN NONPROFlT ASSO CIATION, a Michigan nonprofit corporation (the '·MNA "), and C ONNECTMJCHI GAN ALL IANCE, a Michigan nonprofit corporation ("ConnectMichigan"). REC ITALS A. The MNA and CONNECTMICHIGAN are each organized and operated for charitable and educational purposes. Each has been determined to be a tax-exempt organization described in Section 50l(c)(3) of the Internal Revenue Code (the "Code"). D R B. MNA is organized as a nonprofit directorship CONNECTMICHIGAN is organized as a nonprofit directorship corporation. corporation. The Boards of Directors of the MNA and the Board of Trustees of C. CONNECTMICHIGAN have determined that their common purposes can best be achieved if they merge, and have approved this Agreement and Plan of Merger. This Agreement and Plan of Merger has been submitted to MNA's membership for approval as required by Section 703 of the Michigan Nonprofit Corporation Act (the "MNCA"). NOW, T HEREFORE, in consideration of the mutual agreements, covenants, representations and warranties set forth m this Agreement, the MNA and CONNECTMICHIGAN agree as follows: F T I - THE M ERGER. 1.1 Constituent Corporations. The name of each constituent corporation and its corporation identification number is: (a) Michigan Nonprofit Association: #787-349. (b) ConnectMichigan Alliance: # 764-804. 1.2 M erged Corporation. The name of the surviving corporation (the "Merged Corporation") is MICHIGAN NONPROFIT ASSOCIATION. 1.3 Description of M embership and Directorship. Membership and Directorship in each constituent corporation is as fo llows: (a) Michigan Nonprofit Association: There are 17 Association Directors and 20 AtLarge Directors. Each Director has one vote. The act of the majority of the Directors at a meeting at which a quorum is present is the act of the Board of Directors. LANOI\ 167244 I ID\JJBA �(b) ConnectMichigan: The current Board of Trustees consists of eighteen ( L8) Trustees. Each director has one vote. The act of the majority of the Board of Trustees at a meeting at which a quorum is present is the act of the Board of Directors. Conversion of Memberships and Directorships. The Merged Corporation shaJI 1.4 be organized on a directorship basis. Each of the Constituent Corporations will have directors on the initial Board of Directors of the Merged Corporation. The initial Board of Directors shall include thirty-seven (37) directors from MNA, two (2) At-Large directors from ConnectMichigan, and two Association directors from each affiliated group (Michigan Campus Compact and Volunteer Centers of America) for a total of forty-three (43) directors. From and after the Effective Time, existing membership and directorship rights shall be extinguished except as converted above with respect to directorship interests in the Merged Corporation. D R A F T 1.5 The Merger. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.6), CONNECTMICHIGAN shall be merged with and into the MNA and the separate existence of CONNECTMICHIGAN shall thereupon cease (the " Merger"). The MNA shall be the successor or survi ving corporation in the Merger (sometimes referred to in this Agreement as the "Surviving Corporation") and shaJI continue to be governed by the laws of the State of Michigan. The separate existence of the MNA with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. The Merger shall have the effects specified in the MNCA. [An investment committee shaU be constituted, consistent with the Restated Articles of Incorporation for the purpose of directing the income of the CONNECTMICIDGAN endowment. Consistent with the Restated Articles of Incorporation, certain actions related to the investment committee, including the modification of investment committee composition, and modification of the rights, powers, duties and responsibilities of the investment committee, will require the approval of a supermajority of the Board of Directors of the Merged Corporation.J 1.6 Effective Time. The MNA and CONNECTMICHIGAN will cause an appropriate Certificate of Merger (the "Certificate of Merger") to be executed and filed on the date of the Closing (as defined in Section 1.7), or on such other date as the MNA and CONNECTMICHIGAN may agree, with the Michigan Department of Labor & Economic Growth as provided in Section 707 of the MNCA. The Merger shall become effective as specified in the Certificate of Merger. Such date and time is referred to in this Agreement as the "Effective Time." 1.7 Closing. The closing of the Merger (the "Closing") shall take place at such place, date and time as the MNA and CONNECTMICHIGAN may agree. 1.8 Articles of Incorporation and Bylaws of the Surviving Corporation. A. From and after the Effective Date and until amended as provided by law, the articles of incorporation of the Surviving Corporation shall be amended and restated at and as of the Effective Time to read as set forth in Exhibit A attached. 2 LANOI \ 167244 I 10\JJBA �B. The bylaws of the Surviving Corporation shaH be amended and restated at and as of the Effective Time to read as set forth in Exhibit B attached. 1.9 Directors and Officers of the Surviving Corporation. A. The following individ uals shall be the directors of the Surviving Corporation from and after the Effective Time, until their successors have been duly elected or appointed and qualified in accordance with the Bylaws of the Surviving Corporation attached as Exhibit B or until their earlier death, resignation or removal in accordance with the Restated Articles of Incorporation and Bylaws of the Surviving Corporation: Association Director Representative: D R ~\ F T David Seaman N. Charles Anderson Michael Boulus Robert Collier Doreen Woodward Anne Rosewame Edward 0. Blews, Jr. Justin King Jane Marshall William Mayes Sr. Monica Kostielney Susan Herman Ann Marston Deborah Mikula David Price Representative of: Michigan Health & Hospital Association Council ofMichigan Urban Leagues Presidents Council State Universities of Michigan Council of Michigan Foundations Michigan Community Action Agency Association Michigan Health Council Association of Independent Colleges and Universities of Michigan Michigan Association of School Boards Food Bank Council ofMichigan Michigan Association of School Administrators Michigan Catholic Conference Michigan Jewish Conference Michigan League for Human Services Michigan Association of Community Arts Agencies Michigan Community College Association Michigan Association of Rehabilitation Organizations Michigan Association of United Way Mtc tgan Campus ompact Michigan Campus Compact Volunteer Centers of Michigan Volunteer Centers of Michigan 3 LANOI\ 167244 I ID\IJBA At-Large Directors Elyse Rogers Barbara Orr Hill William Liebold, II Judy Moore Karla Hall Thomas Bailey Delois Caldwell Suzanne Heath Gerald Smith Carolyn Bloodworth Barbara Kratchman Ibrahim Ahmed Sheilah Patrice Clay Dale Weighill Cheryl Coleman Suzanne Greenberg Carol Touchinski Ouida Cash Richard Rappleye Liz Siver ConnectMichigan �Connect Michigan B. The following individuals shall, from and after the Effective Time, hold the following offices in the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Restated Articles of Incorporation and Bylaws of the Surviving Corporation: Chair: Karl a Hall Chair- Elect: Ouida Cash Secretary: Sr. Monica Kostielney Treasurer: Elyse Rogers immediate Past Chair: David Seaman Chair Emeritus: Russell Mawby D R A F T C. The following individuals shall, from and after the Effective Time, hold the following positions in the Surviving Corporation until their successors have been duly appointed and qualified or until thei r death, resignation or removal in accordance with the Restated Articles of Incorporation and Bylaws of the Surviving Corporation: POSITION?: Samir Singh POSITION?: Kyle Caldwell 1.10 Membership in the Surviving Corporation. The Corporation is a directorship corporation. The business, property, and affairs of the Surviving Corporation shall be managed by the Board of Directors. Membership in the Surviving Corporation, however, shall entitle members to certain services of the Surviving Corporation and shall be permitted for interested persons as outlined in the bylaws, as set fortl1 in Exhibit B attached. Membership consists of Organizational Members and Affiliate Members. A. Organizational Members. Organizational Members are any IRS designated nonprofit organization that (i) has a principal or branch office in Michigan; (ii) makes application and receives approval of that application by ilie MNA Board of Directors; and (iii) makes an annual contribution to tl1e corporation, the amount of which is in accordance with the criteria established by the Board of Directors. Affiliate Members. Affiliate Members are organ izations and individuals B. that (i) make application and receive approval of that application by the Board of Directors; and (ii) make an annual contribution to the corporation, the amount of which is in accordance with the criteria established by the Board of Directors. II -REPRESENTATIONS AND WARRANTIES 0 F THE PARTIES 2.1 Representations and Warranties of the MNA. The MNA hereby represents and warrants to CONNECTMICHIGAN as follows: 4 LANOI \ 167244 .1 ID\JJBA �A. Organization. The MNA is a nonprofit corporation dul y organized, validly existing and in good standing under the laws of the State of Michigan. Tax-Exempt Status and Taxes. The MNA is an organization described B. in Section 501(c)(3) of the Code. The MNA has filed all federal , state and local tax and information returns and has made all filings with the Michigan Department of Attorney General required through the date of this Agreement. D R F T C. Author ization of T r ansaction. The MNA has full corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. This Agreement constitutes a valid and legally binding obligation of the MNA enforceable in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to principles of equity (including, without limjtation, concepts of materiality, reasonableness, good faHh and fair dealings), regardless of whether considered in a proceeding in equity or at law. Consisten cy with Laws, O r ders, etc. Neither the execution and the D. delivery of this Agreement, nor the consummation by the MNA of the Merger or other transactions contemplated by this Agreement, will (i) violate any statute, regulation, rule, injunction, judgment, order or decree of any governmental body or court to which the MNA is subject; (ii) violate any provision of the Articles of Incorporation or Bylaws of the MNA; or (iii) conflict with, result in a breach of or constitute a default under, any agreement, contract, lease, license, instrument or other arrangement to which the MNA is a party or by which it is bound or to which any of its assets is subject. The MNA is not required to give any notice to, make any filing with or obtain any authorization, consent, or approval of any government or governmental agency other than the Michigan Department of Attorney General in order for it to consummate the transactions contemplated by this Agreement. Compliance with Laws. The MNA is in substantial compliance with all E. applicable laws, rules, regulations, orders, judgments and decrees of all governmental authorities, federal , state, local or otherwise. The MNA has not received any notice of violation nor otherwise been made aware of any claim by a federal, state, county or municipal authority pertaining to any violation of a governmental regulation concerning the MNA. Litigation. To the best knowledge of the MNA, there is no action, suit, F. proceeding at law or in equity, or any arbitration or any administrative or other proceeding by or before, or any investigation by, any governmental or other instrumentality or agency, pending or threatened, against or affecting the MNA. The MNA is not subject to any outstanding judgment, order or decree entered in any lawsuit or proceeding. 2.2 R epresen tations and Warranties of CONNECTMICH IGAN. CONNECTMICHJGAN hereby represents and warrants to the MNA as follows: Organization. CONNECTMICHIGAN is a nonprofit corporation dul y A. organized, validly existing and in good standing under the laws of the State of Michigan. 5 LANOJ\167244 I 10\IJBA �B. Tax-Exempt Status and Taxes. CONNECTMICHIGAN is an organization described in Section 50l{c)(3) of the Code. CONNECTMICHIGAN has filed all federal, state and local tax and information returns and has made all filings with the Michigan Department of Attorney General required through the date of this Agreement. C. Authorization of Transaction. CONNECTMICHIGAN has full corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. This Agreement constitutes a valid and legally binding obligation of CONNECTMICHIGAN enforceable in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealings), regardless of whether considered in a proceeding in equity or at law. D R A F T D. Consistency with Laws, Orders, etc. Neither the execution and the delivery of this Agreement, nor the consummation by CONNECTMICH IGAN of the Merger or other transactions contemplated by this Agreement, will (i) violate any statute, regulation, rule, injunction, judgment, order or decree of any governmental body or court to which CONNECTMICHIGAN is subject; (ii) violate any provision of the Articles of Incorporation or Bylaws of CONNECTMICHIGAN; or (iii) conflict with, result in a breach of or constitute a default under, any agreement, contract, lease, license, instrument or other arrangement to which CONNECTMICHIGAN is a party or by which it is bound or to which any of its assets is subject. CONNECTMICHIGAN is not required to give any notice to, make any filing with or obtain any authorization, consent, or approval of any government or governmental agency other than the Michigan Department of Attorney General in order for it to consummate the transactions contemplated by this Agreement. E. Compliance with Laws. CONNECTMTCHIGAN is in substantial compliance with all applicable laws, rules, regulations, orders, judgments and decrees of all governmental authorities, federal, state, local or otherwise. CONNECTMICHIGAN has not received any notice of violation nor otherwise been made aware of any claim by a federal , state, county or municipal authority pertaining to any violation of a governmental regulation concerning CONNECTMICHIGAN. F. Litigation. To the best knowled.g e ofCONNECTMICHIGAN, there is no action, suit, proceeding at law or in equity, or any arbitration or any administrative or other proceeding by or before, or any investigation by, any governmental or other instrumentality or agency, pending or threatened, against or affecting CONNECTMICHIGAN. CONNECTMICHTGAN is not subject to any outstanding judgment, order or decree entered in any lawsuit or proceeding. III - COVENANTS OF THE PARTIES 3.1 Conduct of Business. The MNA and CONNECTMICHIGAN each covenant and agree that, during the period from the date of this Agreement to the Effective Time, it will conduct its operations according to its ordinary and usual course of business consistent with past 6 LANOI \ 167244 I 10\JJ BA �practice and , to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement. 3.2 Best Efforts. Each of the parties wil l take all actions and will do all things reasonably necessary in order to consummate and make effective Merger and the other transactions contemplated by this Agreement, including, but not limited to, providing the other party, and the other's respective authorized representatives, access to the employees, properties, books and records of the party in order that the other party may have the opportunity to make such investigations as it shall reasonabl y request of the affairs of the other. 3.3 Indemnification Committee Members. D R F T of CONNECTMICHIGAN Trustees, Officers and A. The MNA agrees that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action or suit, existing in favor of the present or former trustees, officers and committee members of CONNECTMICHIGAN as provided in the Articles of Incorporation and Bylaws of CONNECTMICHIGAN, in the MNCA or pursuant to other agreements as in effect as of the date of this Agreement, with respect to matters occurring through the Effective Time, shall survive the merger and shall continue in full force and effect until two (2) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. B. The MNA shall cause to be maintained in effect for not less than two (2) years after the Effective Time the current policies of trustees' and officers' liability insurance and fiduciary liability insurance maintained by CONNECTMICHJGAN (if any) with respect to matters occurring prior to the Effective Time; provided, however, that the MNA may substitute for any such policies of substantially the same coverage containing terms and conditions which are no less favorable than any such insurance in effect immediately prior to the Effective Time. CONNECTMICHIGAN Logo and Products. The parties desire to utilize 3.4 CONNECTMJCH IGAN logo and products after the merger. Both parties will cooperate in transferring the rights and obligations for use of the logo and products to MNA for use by the Surviving Corporation upon the Effective Time. The parties recognize that certain governmental filings and contracts may need to be made or updated in order to effectuate the transfers. IV - CONDITIONS 4.1 Conditions to the Obligations of the MNA. The obligations of the MNA to consummate the Merger are subject to the fulfillment at or prior to the Effective Time of the following conditions, any or aJl of which may be waived in whole or in part by the MNA to the extent permitted by applicable law: A. R epresentations, Wan·anties and Covenants of CONNECTMICHIGAN. All of the representations and warranties of CONNECTMICHIGAN set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Time and CONNECTMICHIGAN shall have performed in all material respects all of its covenants under this Agreement through the Effective Time. 7 LANOI \ 167244 I 10\JJBA �B. Approvals and Consents. The Merger and the other transactions under this Agreement shall have received all approval s of the Michigan Department of Attorney General necessary to file a Certificate of Merger. C. No Injunctions. There shaJI not be in effect any preliminary or permanent injunction or other order of a court or other governmental or regulatory body directing that the Merger or other transactions contemplated under this Agreement not be consummated. 4.2 Conditions to the Obligations of CONNECTMICHIGAN. The obligations of CONNECTMICHIGAN to consummate the Merger are subject to the fulfillment at or prior to the Effective Time of the following conditions, any or all of which may be waived in whole or in part by CONNECTMICHIGAN to the extent pennitted by applicable law: D R A F T A. Representations, Warranties and Covenants of the MNA. All of the representations and warranties of the MNA set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Time and the MNA shall have performed in all material respects all of its covenants under this Agreement through the Effective Time. B. Approvals and Consents. The Merger and the other transactions under this Agreement shall have received all approvals of the Michigan Department of Attorney General necessary to file a Certificate of Merger. C. No Injunctions. There shall not be in effect any preliminary or permanent injunction or other order of a court or other governmental or regulatory body directing that the Merger or other transactions contemplated under this Agreement not be consummated. V- TERMINATION 5.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by the mutual written consent of the MNA and CONNECTMICHlGAN Further, either the MNA or CONNECTMICHIGAN may terminate this Agreement by written notice to the other if the Merger is not consummated by November I, 2007. VI - MISCELLANEOUS 6.1 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or mailed by first class mail to the following addresses: To theMNA: MICHIGAN NONPROFIT ASSOCIATION Attn: Sarnir Singh 1048 Pierpont, Suite 3 Lansing, MI 48911 To CONNECTMICHIGAN: 8 LANO I\ 167244.1 10\JJBA �CONNECTMICHIGAN ALIANCE Attn: Kyle Caldwell I 048 Pierpont, Suite 3 Lansing, MI 4891 I The MNA or CONNECTMICHIGAN may change the address or individuals to whom notice is to be given under this Agreement by a notice to the other in accordance with this Section 6.1. 6.2 Assignment. Neither party may assign or delegate its duties, rights and obligations under this Agreement without the prior written consent of the other party. Binding E ffect. This Agreement shall be binding upon and inure to the benefit of 6.3 the MNA and CONNECTMICHIGAN and their respective successors and assigns. D R _\ F T Entire Agreement. This Agreement, as it may be amended or supplemented 6.4 from time to time, constitutes the complete agreement between the MNA and CONNECTMICHIGAN and supersedes all prior agreements, oral and written, and may be modified only by a written instrument executed by the MNA and CONNECTMICH IGAN. Choice of Law. This Agreement will be governed by, construed, and enforced in 6.5 accordance with the laws of the State of Michigan. 6.6 Waivers. No part of this Agreement may be waived except by the written agreement of the MNA or CONNECTMICH IGAN. Forbearance in any form from demanding performance hereunder is not a waiver of performance. Until comp lete performance under this Agreement, the party owed performance may invoke any remedy under this Agreement or under law, despite its past forbearance. 6.7 Limited Enforcement. This Agreement is enforceable only by the MNA and CONNECTMICHIGAN and their respective successors and assigns. No other person, including any employee or former employee of the MNA or CONNECTMICHIGAN, has the right to enforce any of the provisions contained in this Agreement; [provided, however, that the provisions of Section 3.3 shall inure to the benefit of and shall be enforceable by the CONNECTMICHIGAN directors, officers, and committee members described in Section 3.3.] 6.8 Captions. The section and paragraph headings in this Agreement are inserted for convenience only and do not describe, interpret or limit the scope, extent or intent of this Agreement of any provision of this Agreement. 9 LANOI\ 167244 I 10\JJBA �IN \VIT ESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth above. MICHIGAN NONPROFIT ASSOClATIO By: _ _ _ _ _ _ _ _ _ __ _ _ _ __ Name: Samir Singh Its: President and CEO CONNECTMICHIGAN ALLIANCE D By:_ _ _ _ _ __ _ _ __ _ _ _ __ Name: Kyle Caldwell Its: President and CEO R A F T 10 LANOI\167244 I 10\JJBA �AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this ··Agreement") is entered into this _ _ day of , _ _ by and between MICHIGAN NONPROFIT ASSOCIATION, a Michigan nonprofit corporation (the '·MNA"), and CONNECTMICIDGAN ALLIANCE, a Michigan nonprofit corporation ("ConnectMichigan"). RECITALS A. The MNA and CONNECTMICHIGAN are each organized and operated for charitable and educational purposes. Each has been determined to be a tax-exempt organization described in Section 50l(c)(3) ofthe [ntemal Revenue Code (the "Code"). D R B. MNA is organized as a nonprofit directorship CONNECTMICHIGAN is organized as a nonprofit directorship corporation. corporation. C. The Boards of Directors of the MNA and the Board of Trustees of CONNECTMICHIGAN have determined that their common purposes can best be achieved if they merge, and have approved this Agreement and Plan of Merger. This Agreement and Plan of Merger has been submitted to MNA's membership for approval as required by Section 703 of the Michigan Nonprofit Corporation Act (the "MNCA"). NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties set forth m this Agreement, the MNA and CONNECTMICHIGAN agree as follows: F T I-THE MERGER. 1.1 Constituent Corporations. The name of each constituent corporation and its corporation identification number is: (a) Michigan Nonprofit Association: #787-349. (b) ConnectMichigan Alliance: # 764-804. 1.2 Merged Corporation. The name of the surviving corporation (the "Merged Corporation") is MICHIGAN NONPROFIT ASSOCIATION. 1.3 Description of Membership and Directorship. Membership and Directorship in each constituent corporation is as follows: (a) Michigan Nonprofit Association: There are 17 Association Directors and 20 AtLarge Directors. Each Director has one vote. The act of the majority of the Directors at a meeting at which a quorum is present is the act of the Board of Directors. LANOI\167244 I lD\JIBA �(b) ConnectMichigan: The current Board of Trustees consists of eighteen (18) Trustees. Each director has one vote. The act of the majority of the Board of Trustees at a meeting at which a quorum is present is the act of the Board of Directors. Conversion of Memberships and Directorships. The Merged Corporation shall 1.4 be organized on a directorship basis. Each of the Constituent Corporations will have directors on the initial Board of Directors of the Merged Corporation. The initial Board of Directors shall include thirty-seven (37) directors from MNA, two (2) At-Large directors from ConncctMichigan. and two Association directors from each affiliated group (Michigan Cam us Compact and Volunteer Centers of America) for a total of forty-three (43) directors. From and after the Effective Time, existing membership and directorship rights shall be extinguished except as converted above with respect to directorship interests in the Merged Corporation. D R A F T V 1.5 The Merger. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.6), CONNECTMICHIGAN shall be merged with and into the MNA and the separate existence of CONNECTMICHIGAN shall thereupon cease (the " Merger"). The MNA shall be the successor or surviving corporation in the Merger (sometimes referred to in this Agreement as the "Survivi ng Corporation") and shall continue to be governed by the laws of the State of Michigan. The separate existence of the MNA with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. The Merger shall have the effects specified in the MNCA. /. [An investment committee shaH be constitu~~~~~tated Articles of Incorporation for the purpose of directing the CTMICIDGAN endowment. Consistent with the Restated Articles of Incorporation, certain actions related to the investment committee, including the modification of investment committee composition, and modification of the rights, powers, duties onsibilities of the investment committee, will require the approval of a permajor of the Board of Directors of the Merged Corporation.) 1.6 Effective Time. The MNA and CONNECTMICHIGAN will cause an appropriate Certificate of Merger (the "Certificate of Merger") to be executed and filed on the date of the Closing (as defined in Section 1.7), or on such other date as the MNA and CONNECTMICHIGAN may agree, with the Michigan Department of Labor & Economic Growth as provided in Section 707 of the MNCA. The Merger shal l become effective as specified in the Certificate of Merger. Such date and time is referred to in this Agreement as the "Effective Time." 1.7 Closing. The closing of the Merger (the "Closing") shall take place at such place, date and time as the MNA and CONNECTMICH1GAN may agree. 1.8 Articles of Incorporation and Bylaws of the Surviving Corporation. A. From and after the Effective Date and until amended as provided by law, the articles of incorporation of the Surviving Corporation shall be amended and restated at and as of the Effective Time to read as set forth in Exhibit A attached. 2 LANOI\167244 I 10\JJBA �B. The bylaws of the Surviving Corporation shall be amended and restated at and as of the Effective Time to read as set forth in Exhibit B attached. 1.9 Directors and Officers of the Surviving Corporation. A. The following individuals shall be the directors of the Surviving Corporation from and after the Effective Time, unti l their successors have been duly elected or appointed and qualified in accordance with the Bylaws of the Surviving Corporation attached as Exhibit B or until their earlier death, resignation or removal in accordance with the Restated Articles of Incorporation and Bylaws of the Surviving Corporation: Association Director Representative: D R ~-\ F T David Seaman N. Charles Anderson Michael Boulus Robert Collier Doreen Woodward Anne Rosewame Edward 0. Blews, Jr. Justin King Jane Marshall William Mayes Sr. Monica Kostielney Susan Herman Ann Marston Deborah Mikula David Price Representative of: Michigan Health & Hospital Association Counci l ofMichigan Urban Leagues Presidents Council State Universities of Michigan Council of Michigan Foundations Michigan Community Action Agency Association Michigan Health Council Association oflndependent Colleges and Universities of Michigan Michigan Association of School Boards Food Bank CounciJ ofMichigan Michigan Association of School Administrators Michigan Catholic Conference Michigan Jewish Conference Michigan League for Human Services Michigan Association of Community Arts Agencies Michigan Community Co llege Association Michigan Association of Rehabilitation Organizations Michigan Association of United Way Mtc 1gan Campus Compact Michigan Campus Compact Volunteer Centers of Michigan Volunteer Centers of Michigan 3 LANOI \ 167244 I £0\JJBA At-Large Directors Elyse Rogers Barbara Orr Hill William Liebold, II Judy Moore Karla Hall Thomas Bailey Delois Caldwell Suzanne Heath Gerald Smith Carolyn Bloodworth Barbara Kratchman Ibrahim Ahmed Sheilah Patrice Clay Dale Weighill Cheryl Coleman Suzanne Greenberg Carol Touchinski Ouida Cash Richard Rappleye Liz Siver ConnectMichigan �ConnectMichigan B. The following individuals shall, from and after the Effective Time, hold the following offices in the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Restated Articles of Lncorporation and Bylaws of the Surviving Corporation: Chair: Karla Hall Chair-Elect: Ouida Cash Secretary: Sr. Monica Kostielney Treasurer: Elyse Rogers Immediate Past Chair: David Seaman Chair Emeritus: Russell Mawby D R A F T C. The following individuals shall, from and after the Effective Time, hold the following positions in the Surviving Corporation until their successors have been duly appointed and qualified or until their death, resignation or removal in accordance with the Restated Articles of lncorporation and Bylaws of the Surviving Corporation: POSITION?: Samir Singh POSITION?: Kyle Caldwell 1.10 Membership in the Surviving Corporation. The Corporation is a directorship corporation. The business, property, and affairs of the Surviving Corporation shall be managed by the Board of Directors. Membership in the Surviving Corporation, however, shall entitle members to certain services of the Surviving Corporation and shall be permitted for interested persons as outlined in the bylaws, as set forth in Exhibit B attached. Membership consists of Organizational Members and Affiliate Members. Organizational Members. Organizational Members are any IRS A. designated nonprofit organization that (i) has a principal or branch office in Michigan; (ii) makes application and receives approval of that application by the MNA Board of Directors; and (iii) makes an annual contribution to the corporation, the amount of which is in accordance with the criteria established by the Board of Directors. B. Affiliate Members. Affiliate Members are organizations and individuals that (i) make application and receive approval of that application by the Board of Directors; and (ii) make an annual contribution to the corporation, the amount of which is in accordance with the criteria established by the Board of Directors. U- REPRESENTATIONS AND WARRANTIES OF THE PARTIES 2.1 Representations and Warranties of the MNA. The MNA hereby represents and warrants to CONNECTMICHIGAN as follows: 4 LANOI\ 167244.1 10\JJBA �A. Organization. The MNA is a nonprofit corporation duly organized, validly existing and in good standing under the Jaws of the State of Michigan. B. Tax-Exempt Status and Taxes. The MNA is an organization described in Section 50l(c)(3) of the Code. The MNA has filed all federal , state and local tax and infonnation returns and has made all filings with the Michigan Department of Attorney General required through the date of this Agreement. D R F T C. Authorization of T ransaction. The MNA has full corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. This Agreement constitutes a valid and legally binding obligation of the MNA enforceable in accordance with its terms, except as such enforceability may be subj ect to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors' rights generaJly and subject to principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealings), regardless of whether considered in a proceeding in equity or at law. D. Con sistency with Laws, Orders, etc. Neither the execution and the delivery of this Agreement, nor the consummation by the MNA of the Merger or other transactions contemplated by this Agreement, will (i) violate any statute, regulation, rule, injunction, judgment, order or decree of any governmental body or court to which the MNA is subject; (ii) violate any provision of the Articles of Incorporation or Bylaws of the MNA; or (iii) conflict with, result in a breach of or constitute a default under, any agreement, contract, lease, license, instrument or other arrangement to which the MNA is a party or by which it is bound or to which any of its assets is subject. The MNA is not required to give any notice to, make any filing with or obtain any authorization, consent, or approval of any government or governmental agency other than the Michigan Department of Attorney General in order for it to consummate the transactions contemplated by this Agreement. Compliance with Laws. The MNA is in substantial compliance with all E. applicable Jaws, rules, regulations, orders, judgments and decrees of all governmental authorities, federal, state, local or otherwise. The MNA has not received any notice of violation nor otherwise been made aware of any claim by a federal, state, county or municipal authority pertaining to any violation of a governmental regu lation concerning the MNA. F. Litigation. To the best knowledge of the MNA, there is no action, suit, proceeding at law or in equity, or any arbitration or any administrative or other proceeding by or before, or any investigation by, any governmental or other instrumentality or agency, pending or threatened, against or affecting the MNA. The MNA is not subject to any outstanding judgment, order or decree entered in any lawsuit or proceed ing. 2.2 Representations and Warranties of CONNECTMICHI GAN. CONNECTMICHIGAN hereby represents and warrants to the MNA as follows: Organization. CONNECTMICHIGAN is a nonprofit corporation duly A. organized, validly existing and in good standing under the Jaws of the State of Michigan. 5 LANOI\ 167244 1 10\JJBA �B. Tax-Exempt Status and Taxes. CONNECTMICHIGAN is an organization described in Section 50l(c)(3) of the Code. CONNECTMICHIGAN has filed all federal, state and local tax and information returns and has made all filings with the Michigan Department of Attorney General required through the date of this Agreement. C. Authorization of T ransaction. CONNECTMICHIGAN has full corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. This Agreement constitutes a valid and legally binding obligation of CONNECTMlCHIGAN enforceable in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealings), regardless of whether considered in a proceeding in equity or at law. D R A F T D. Consistency with Laws, Orders, etc. Neither the execution and the delivery of this Agreement, nor the consummation by CONNECTMICHIGAN of the Merger or other transactions contemplated by this Agreement, will (i) violate any statute, regulation, rule, injunction, judgment, order or decree of any governmental body or court to which CONNECTMICHIGAN is subject; (ii) violate any provision of the Articles of Incorporation or Bylaws of CONNECTMICHIGAN; or (iii) conflict with, result in a breach of or constitute a default under, any agreement, contract, lease, license, instrument or other arrangement to which CONNECTMICHIGAN is a party or by which it is bound or to which any of its assets is subject. CONNECTMICHIGAN is not required to give any notice to, make any filing with or obtain any authorization, consent, or approval of any government or governmental agency other than the Michigan Department of Attorney General in order for it to consummate the transactions contemplated by this Agreement. E. Compliance with Laws. CONNECTMJCHIGAN is in substantial compliance with all applicable laws, rules, regulations, orders, judgments and decrees of all governmental authorities, federal , state, local or otherwise. CONNECTMICHIGAN has not received any notice of violation nor otherwise been made aware of any claim by a federal, state, county or municipal authority pertaining to any violation of a governmental regulation concerning CONNECTMICHIGAN. F. Litigation. To the best knowledge of CONNECTMICHIGAN, there is no action, suit, proceeding at law or in equity, or any arbitration or any administrative or other proceeding by or before, or any investigation by, any governmental or other instrumentality or agency, pending or threatened, against or affecting CONNECTMICHIGAN. CONNECTMICHIGAN is not subject to any outstanding judgment, order or decree entered in any lawsuit or proceeding. Ill- COVENANTS OF THE PARTIES 3.1 Conduct of Business. The MNA and CONNECTMICHIGAN each covenant and agree that, during the period from the date of this Agreement to the Effective Time, it will conduct its operations according to its ordinary and usual course of business consistent with past 6 LANOJ \ 167244 I 10\IJBA �practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement. 3.2 Best Efforts. Each of the parties wil l take all actions and will do all things reasonably necessary in order to consummate and make effective Merger and the other transactions contemplated b y this Agreement, including, but not limited to, providing the other party, and the other's respective authorized representatives, access to the employees, properties, books and records of the party in order that the other party may have the opportunity to make such investigations as it shall reasonably request of the affairs of the other. 3.3 Indemnification Committee Members. D R F T of CONNECTMICHIGAN Trustees, Officers and A. The MNA agrees that all rights to indemnification, incl uding provisions relating to advances of expenses incurred in defense of any action or suit, existing in favor of the present or former trustees, officers and committee members of CONNECTMJCHIGAN as provided in the Articles of Incorporation and Bylaws of CONNECTMICHIGAN, in the MNCA or pursuant to other agreements as in effect as of the date of this Agreement, with respect to matters occurring through the Effective Time, shall survive the merger and shall continue in full force and effect until two (2) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. B. The MNA shall cause to be maintained in effect for not less than two (2) years after the Effective Time the current policies of trustees' and officers' Liability insurance and fiduciary liability insurance maintained by CONNECTMICHIGAN (if any) with respect to matters occurring prior to the Effective Time; provided, however, that the MNA may substitute for any such policies of substantially the same coverage containing terms and conditions which are no less favorable than any su ch insurance in effect immediately prior to the Effective Time. 3.4 CONNECTMICIDGAN Logo and Products. The parties desire to utilize CONNECTMICHIGAN logo and products after the merger. Both parties will cooperate in transferring the rights and obligations for use of the logo and products to MNA for use by the Surviving Corporation upon the Effective Time. The parties recognize that certain governmental filings and contracts may need to be made or updated in order to effectuate the transfers. IV - CONDITIONS 4.1 Conditions to the Obligations of the MNA. The obligations of the MNA to consummate the Merger are subject to the fulfillment at or prior to the Effective Time of the following conditions, any or all of which may be waived in whole or in part by the MNA to the extent permitted by applicable law: Representations, Warranties and Covenants of A. CONNECTMICHIGAN. All of the representations and warranties of CONNECTMICHIGAN set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Time and CONNECTMICHIGAN sha ll have performed in all material respects all of its covenants under this Agreement through the Effective Time. 7 LANOI\ 167244 I ID\JJBA �B. Approvals and Consents. The Merger and the other transactions under this Agreement shall have received all approvals of the Michigan Department of Attorney General necessary to file a Certificate of Merger. C. No Injunctions. There shall not be in effect any preliminary or permanent injunction or other order of a court or other governmental or regulatory body directing that the Merger or other transactions contemplated under this Agreement not be consummated. 4.2 Conditions to the Obligations of C ONNECTMICHIGAN. The obligations of CONNECTMICHIGAN to consummate the Merger are subject to the fulfillment at or prior to the Effective Time of the following conditions, any or all of which may be waived in whole or in part by CONNECTMICHIGAN to the extent permitted by applicable law: D R A F T A. Representations, Wa rranties and Covenants of the MNA. All of the representations and warranties of the MNA set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Time and the MNA shall have performed in all material respects all of its covenants under this Agreement through the Effective Time. B. Approvals and Consents. The Merger and the other transactions under this Agreement shall have received all approvals of the Michigan Department of Attorney General necessary to file a Certificate of Merger. C. No Inj unctions. There shall not be in effect any preliminary or permanent injunction or other order of a court or other governmental or regulatory body directing that the Merger or other transactions contemplated under this Agreement not be consummated. V- TERMINATION Termination. This Agreement may be terminated and the Merger may be 5.1 abandoned at any time prior to the Effective Time by the mutual written consent of the MNA and CONNECTMICHIGAN Further, either the MNA or CONNECTMICHIGAN may tenninate this Agreement by written notice to the other if the Merger is not consummated by November I, 2007. VI- MISCELLANEOUS 6.1 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or mailed by first class mail to the following addresses: To theMNA: MICHIGAN NONPROFIT ASSOCIATION Attn: Samir Singh 1048 Pierpont, Suite 3 Lansing, MI 48911 To CONNECTMICHIGAN: 8 LANOI\ 167244 I ID\JJBA �CONNECTMICHlGAN ALIANCE Attn: Kyle Caldwell I 048 Pierpont, Suite 3 Lansing, M T 4891 I The MNA or CONNECTMICHIGAN may change the address or individuals to whom notice is to be given under this Agreement by a notice to the other in accordance with this Section 6.1. Assignment. Neither party may assign or delegate its duties. rights and 6.2 obligations under this Agreement without the prior written consent of the other party. Binding Effect. This Agreement shall be binding upon and inure to the benefit of 6.3 the MNA and CONNECTMICHIGAN and their respective successors and assigns. D R 6.4 Entire Agreement. This Agreement, as it may be amended or supplemented from time to time, constitutes the complete agreement between the MNA and CONNECTMICHIGAN and supersedes all prior agreements, oral and written, and may be modified only by a written instrument executed by the MNA and CONNECTMICHIGAN. Choice of Law. This Agreement will be governed by, construed, and enforced in 6.5 accordance with the laws of the State of Michigan. Waivers. No part of this Agreement may be waived except by the written 6.6 agreement of the MNA or CONNECTMICHIGAN. Forbearance in any form from demanding performance hereunder is not a waiver of perfonnance. Until complete performance under this Agreement, the party owed performance may invoke any remedy under this Agreement or under law, despite its past forbearance. F T Limited Enforcement. This Agreement is enforceable only by the MNA and 6.7 CONNECTMICH IGAN and their respective successors and assigns. No other person, including any employee or former employee of the MNA or CONNECTMICHIGAN, has the right to enforce any of the provisions contained in this Agreement; [provided, however, that the provisions of Section 3.3 shall inure to the benefit of and shall be enforceable by the CONNECTMICHIGAN directors, officers, and committee members described in Section 3.3.] 6.8 Captions. The section and paragraph headings in this Agreement are inserted for convenience only and do not describe, interpret or limit the scope, extent or intent of this Agreement of any provision of this Agreement. 9 LANOI \1 67244 I 10\JJBA �IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth above. MICIDGAN NONPROFIT ASSOCIATION By:_________________________________ Name: Samir Singh Its: President and CEO CONNECTMICHIGAN ALLIANCE D By:_________________________________ R A F T Name: Kyle Caldwell Its: President and CEO 10 LANOI\167244 I ID\JJBA � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA-CMA_MR_Agreement-and-Plan-of-Merger-Draft-with-Notes_3 Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger agreement and plan of merger draft with notes 3 Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger agreement and plan of merger draft with notes 3. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49428 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> https://digitalcollections.library.gvsu.edu/files/original/e5c20f721ff35325dc069f6d6a6e016d.pdf ae34280bb9ddad9242c22ffbb483789c PDF Text Text Benefits • Meets the mission ofMNA, VCM and MCC • Ensures administrative support for VCM and MCC for perpetuity • Removes $150,000 subsidy ofMCC and VCM • Additional staff for VCM and MCC • Reduces duplication of service • MCC and VCM utilize membership dues for programs not administration � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA-CMA_MR_Benefits-of-Merger Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger benefits of merger Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger benefits of merger. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49429 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> https://digitalcollections.library.gvsu.edu/files/original/5e558c87c36cc5d797804eec90a001e7.pdf 9c9286f35bafc295973197f5ef7d96da PDF Text Text CMA/MNA Discussion Proposal Charge of CMAIMNA Strategic Alliance Committee Membership of CMAIMNA Strategic Case Statement for Alignment Background Attorney General Notification Attorney General's "No Objection" Certificate of Merger Restated Bylaws MCC and VCM Affiliation Agreements 15 AVERY i READY INDfX INDEXING SYSTEM 600039 �DRAFT For internal discussion purposes only ConnectMichigan Alliance and the Michigan Nonprofit Association Discussion of Mission and Structural Alignment (This document is a draft discussion primer for internal use only and not intended as any formal proposal.) �DRAFT For internal discussion purposes only Index Proposal Background Challenge Opportunity Benefits Risks Potential Options Structure/Governance Leadership Recommendation Proposed Process Budget Appendices ABCD- Detailed Summary of Options Organization(s) Description Boards of Trustees (MNA and CMA) Affiliate and Partner Boards (MCC, VCM, MCSC) 2 �DRAFT For internal discussion purposes only Proposal Senior management of the Michigan Nonprofit Association (MNA) and the ConnectMichigan Alliance (CMA) recommend an investigative dialogue toward determining the possible development of closer mission alignment, increased efficiency and assured sustainability through a merger of the two organizations. Background These organizations were formed from the need to provide infrastructure support to the nonprofit sector and the volunteers that serve their causes. Incorporated in 1990 as the Michigan Nonprofit Forum, MNA was fust a think-tank dedicated to discussing issues impacting nonprofits. In 1994, the organization was renamed as the Michigan Nonprofit Association to provide direct advocacy and services to local nonprofit organizations. Today, MNA stands as one of the country's most innovative nonprofit associations with nearly 1,000 members and offices in Lansing and Detroit. CMA was incorporated in 2000 as a public/private venture to provide permanent support for service and volunteerism in Michigan. CMA is a partnership alliance ofMNA, Michigan Community Service Commission, Michigan Campus Compact and the Volunteer Centers of Michigan, and is supported in part by its $20 million endowment fund. The endowment was made possible through a challenge grant from Michigan's governor and the state legislature, and matching contributions of over 200 donors including foundations, corporations, nonprofits and individuals. When CMA was formed, the founding board and staff determined that the organization would ensure that a) resources would be focused on the work of the partners and b) that it would utilize existing administrative resources instead of creating duplicative structures and systems. To that end, CMA contracts with MNA to handle its needs in bookkeeping, human resources, information technology, and other administrative support services. CMA in turn provides financial resources from the endowment to underwrite a portion of those expenses and subleases space for MNA's Lansing office. CMA serves as the host and fiduciary organization for the Michigan Campus Compact and the Volunteer Centers of Michigan. The Michigan Community Service Commission (a state governmental entity) utilizes its relationship with CMA in several ways including contracting with CMA to host several national service programs including two that support the Mentor Michigan initiative and driving its own public policy goals through the Serve Michigan program created and hosted by CMA in partnership with the Michigan Public Policy Initiative ofMNA. 3 �DRAFT For internal discussion purposes only ChaiJenge Both CMA and MNA are growing organizations with important missions to serve the same sector-nonprofits in Michigan. At the same time, CMA has been working to fmd its niche in the sector without duplicating programs, services and resources already available to the sector including training, technical assistance, public policy, advocacy and research. These services, along the administrative support already mentioned above, are provided through the partnership with MNA. In addition, each organization has created a management structure that includes a CEO to administer very similar operations. The challenge before both organizations is to determine how they continue to grow without creating duplication and competition while maximizing resources. Opportunity The management of both the CMA and MNA believe that the timing is ripe for the two organizations to discuss bringing their missions and operations in even closer alignment. Both CMA and MNA are strong organizations with important missions, good governance structures, quality programs, and solid financials. Because these organizations come to this discussion from positions of strength - making for a healthy climate - this realignment dialogue can be about bringing similar missions together for the greater good. Benefits A merger could result in: • increase effectiveness by eliminating duplicative management structures, • enhanced efficiencies through further integration of the current programs and partners • redeployment of newly realized assets into new areas previously not possible due to limited resources, and • more assured sustainability for the work of both organizations by combining the reputation, brand and services ofMNA with the innovative partnerships and endowment resources of CMA. Risks As with any merger, a certain amount of risk is involved. However, the integrity of a $20 million endowment, assurance of the continued growth of affiliates and their programs, and the recognized quality of a statewide association must all be protected throughout this discussion and any subsequent reorganization. On the other hand, should both organizations continue on their current paths, there will likely be an increased risk of duplication, competition for market share, and under utilization of precious resources. 4 �DRAFT For internal discussion purposes only Structure/Governance Options (see Appendix A for detailed summary) There are three possible models that could be considered to begin the discussions. Each is laid out in detail below. Option A- Full Merger This scenario brings the two organizations together into one by one of the administrative and governance structures dissolving into the other with the assets, affilia6ons and programs transferring accordingly. Option B - Support Organization This scenario changes one of the organizations into a fully-owned support organization ofthe other. This still involves dissolving the 501 (c)(3) status of one of the organizations but also provides for the protection of the assets of the dissolved organization through an advisory board. Option C - Hybrid Model This scenario could leave open the opportunity to create one 501 (c)(3) organization from two entities and share governance through an expanded board of trustees and or the creation of an advisory board with increased yet still limited authority. Each of these scenarios have their pros and cons and offer a different insight into how these two organizations might more effectively align themselves. Leadership/Staffing Options Both CMA and MNA have senior leadership within their organizations (i.e. President and CEO positions). A traditional merger model would suggest that one of the CEO's would assume the leadership roles of the combined organizations, however, the unique scenarios offered in the previous section leave open the opportunity of additional options. Below are three options for consideration that each has their own unique opportunities and challenges. Option A - Traditional This option retains one CEO from either the sustaining or merging organization and determines other role(s) for the remaining CEO in one of two ways: 1. The remaining CEO is either provided new opportunities within the new organization (i.e. Chief Operating Officer, or Senior Vice President for Program and Administration, Senior Advisor to the CEO, etc.), or 5 �DRAFT For internal discussion purposes only 2. The remaining CEO is given an " incentive package" to depart the organization. Option B - Interim CEO I Search This option leaves open the opportunity for the new board of directors of the sustaining organization to appoint an interim CEO while the new organization's board conducts a search for a permanent CEO. Both of the current CEO 's could be candidates for either the interim position as well as the permanent position. Option C - Hybrid This option combines all the aforementioned components and creates a dialogue for any transition issues that either CEO would like considered. Options could include one of the CEO' s stepping down, but remaining as a consultant while the other serves as the permanent CEO or serves as interim while a search is conducted. Recommendation It is clear that many possibilities exist and that focused, deliberate and thoughtful consideration needs to be given to the opportunities. For this reason, senior staff members of MNA and CMA recommend that the boards of the two partner organizations engage in a conversation to investigate the interest, possibilities and risks and benefits of a merger utilizing a deliberative process (see "Proposed Process" below). 6 �DRAFT For internal discussion purposes only Budget The majority of the process will involve utilization of existing structures, resources and scheduled meetings of the Trustees and staff. However, there may need to be a reallocation of resources to bring in outside expertise to: • • • facilitate discussions, supply technical assistance for strategic planning, and provide evaluation services. A preliminary draft budget is provided below. Activity Planning CMAIMNA Trustees (2 meetings) Ad Hoc Work Group (3 meetings including conference calls) CMAJMNA Other Source Facilitator (one meeting and report) Strategic Planning Organizational Development $1 ,400.00 $825.00 $1 ,250.00 $1 ,500.00 Legal Counsel $7,000.00 Accounting/Financial $7,000.00 Evaluation Services Total $4,500.00 $17,475.00 $6,000.00 8 �( lJJ:ZAFT For internal discussion purposes only Appendix A - Detailed summary of merger construct options examines five critical areas: mission, governance legal status, assets and affiliations, and staffing. Mission Governance Legal Status Affiliations/Assets Human Resources A-Full Merger Involved organizations determine if their missions are in alignment to warrant merger. B- Support Organization Organizations explore alignment, but does not require the dissolution or overhaul of either organization's missions The trustees of the sustaining partner assume total governance responsibility of the merging organization, dissolving that organization' s board of trustee structure. Trustees of sustaining organization assume ultimate governance responsibility of both organizations while an advisory of the merging organization provides input and advice. The dissolving organization ends its legal status (including IRS nonprofit designation) and transfers that responsibility to the sustaining organization. The merging organization ends its IRS nonprofit designation and transfers that responsibility to the sustaining organization, however retains independent legal viability for the protection of assets. Similar to Option A, however merging organization maintains it own assets and affiliations. Financial, intellectual, and affiliation properties are transferred from the merging organization to the sustaining organization. Personnel of both organizations are conjoined to align with new sustaining organization design Both organizations can either bring staffing together or maintain separate structures depending on need and practicality. 9 C - Hybrid Model Discussions on the exploration of missions are in line, however makes clear that a new and larger mission can open an opportunity for a new structure. Two organizations create a new organization with the board of trustees comprised oftheir members. A new nonprofit legal entity is formed including a new 50l(c)(3) organization. Properties that align with the new mission are transferred to the new organization while working in partnership with the two forming organizations. Personnel recruited to staff organization with leadership staff from either or both of the forming organizations. �DRAFT For internal discussion purposes only Appendix B- Organization(s) Descriptions ConnectMichigan Alliance Mission The mission of the ConnectMichigan Alliance is to promote and strengthen a life-long ethic of service and civic engagement through the support of community building initiatives. Function Building service and volunteering through organizations where we live, work and learn. Size, Programs and Partners CMA is a statewide alliance of the Michigan Community Service Commission, Michigan Nonprofit Association, Michigan Campus Compact, and Volunteer Centers of Michigan focused on building service and volunteering through organizations where we live, work and learn. CMA hosts several programs including Serve Michigan-a public policy initiative, Mentor Michigan AmeriCorps and VISTA, Michigan' s Promise, and Michigan League. The organization's $3 million budget is comprised of both public and private support including the proceeds of a $20 million endowment. Michigan Nonprofit Association Mission The Michigan Nonprofit Association enhances the effectiveness of the Michigan nonprofit sector in serving society. Vision The Michigan Nonprofit Association will be the premier organization advancing the nonprofit sector in Michigan. Size, Programs and Partners MNA is the collective voice of Michigan's nonprofit organizations. MNA serves as a statewide network for the sector providing its members with training, membership services, advocacy, and research on the sector. Serving nearly 1,000 members, MNA' s $2 million budget and expert staff provides valuable services statewide through its offices in Lansing and Detroit. 10 �DRAFT For internal discussion purposes only Michigan Campus Compact (Affiliate of CMA) Mission Michigan Campus Compact promotes the education and commitment of Michigan college students to be civically engaged citizens, through creating and expanding academic, co-curricular and campus-wide opportunities for community service, service-learning and civic engagement. MCC is a growing coalition of now 40 colleges and universities committed to the promotion of community service, service-learning, and civic engagement. Key Programs Student Service Leadership Camp Annual fall weekend retreat for campus student leaders for service Colloquium Series 1-2 day workshops for campus faculty and staff related to pressing constituent needs and national "hot topic" issues Institute on Service-Learning Annual conference for service-learning practitioners in K-12 and Higher Education Carter Partnership Awards Biennial recognition of campus-community partnerships in honor of Jimmy and Rosalynn Carter Other Programs Day at the State Capitol, National Teleconference, Blue Ribbon Panels on the Civic Good of Higher Education, Community-Campus Partnership Summit, and more MCC programs 11 �DRAFT For internal discussion purposes only Volunteer Centers of Michigan (Affiliate of CMA) Mission VCM strengthens Michigan's existing 29 volunteer centers, provides leadership in developing new centers, and promotes and strengthens volunteerism statewide. VCM's primary purpose is to support local Volunteer Centers in their efforts to mobilize people and resources to deliver creative solutions to community problems. Michigan ranks one of the highest in the nation for number of centers and is, the only in the nation to be staffed by full-time staff and supported through a statewide endowment. Key Programs VCM programs and services include member communications, workshops and seminars, local consultations, quarterly meetings, an annual retreat, grant making, a resource library, dissemination and promotion of best practices, advocacy, and public education initiatives. Volunteer Investment Grants Working in partnership with the Michigan Community Service Commission, VCM subgrants state funds to promote and strengthen the capacity of volunteer centers throughout Michigan in the areas of leadership development training, technology integration, community impact research and evaluation, and mini-grants to fund demonstration programs and innovative solutions. VCMVISTA Strengthening Communities AmeriCorps*VISTA Initiative in Michigan. This Initiative is sponsored nationally by the Points of Light FoundationNolunteer Center National Network. Michigan Volunteer Centers will host more than 20 AmeriCorps*VTSTA members, with the goal of: • Increasing levels of volunteer engagement throughout Michigan in the following five areas: o Empowering Faith-Based and Grassroots Organizations, o Asset Development and Wealth Creation, o Strengthening Families, o Homeland Security: Emergency and Disaster. o Youth at Risk • Increasi ng the capacity of local organizations to provide quality vo lunteer opportunities in these four areas. • Increasing financial independence of individuals and families in low-income communities. • Increasing the long-term sustainability of Volunteer Center programs developed in these focus areas. 12 �DRAFT For internal discussion purposes only Michigan Community Service Commission (CMA Partner Organization) Mission The Michigan Community Service Commission (MCSC) builds a culture of service by providing vision and resources to strengthen communities through volunteerism. Since its founding in 1991 , the MCSC has granted more than $41 million in public and private funds to community organizations enabling them to engage thousands of Michigan citizens in volunteer service. This support has leveraged more than $34 million in local resources to further support these community volunteer initiatives. Programs The MCSC hosts Mentor Michigan, led by Governor Jennifer Granholm and First Gentleman Dan Mulhern, is working to ensure that all of our youth have ongoing relationships with stable, caring individuals. Together with mentoring programs throughout the state, it is working to support and enhance mentoring throughout the state. The MCSC provides leadership and state and federal resources to local nonprofits to promote service including: ArneriCorps- ArneriCorps is a National Service program designed to strengthen communities by involving people in service to help meet local challenges. Learn and Serve- Learn and Serve funds the development and implementation of high-quality service-learning programs. Volunteer Investment Grants- Michigan's VIG are available to community-based volunteer/nonprofit agency partnerships that designate and support an agency to function as a community volunteer resource center. Governors Service Awards - The Governor's Service Awards honor volunteer heroes from all across the state for their service to Michigan communities. 13 �DRAFT For internal discussion purposes only Appendix C--Board of Trustees, ConnectMichigan Alliance and Michigan Nonprofit Association Robert Collier, President Council of Michigan Foundations Michigan Nonprofit Association Chair: Karla Hall, Secretary and Director DTE Energy Foundation Suzanne Greenberg, President and CEO CAN Council Saginaw County Suzanne Heath, Executive Director Catholic Youth Organization Chair Elect: Ouida Cash, CEO Starfish Family Services, Inc. Barbara Orr Hill, President and CEO Michigan Women's Foundation Secretary: Sr. Monica Kostielney, President and CEO Michigan Catholic Conference Justin King, Executive Director Michigan Association of School Boards Treasurer: Elyse Rogers, President and CEO Midland Area Community Foundation Barbara Kratchman, President Artserve Michigan Immediate Past Chair: David Seaman, Executive Vice President Michigan Health & Hospital Association William Liebold, II , President Michigan Colleges Foundation Jane Marshall, Executive Director Food Bank Counci l of Michigan Chair Emeritus: Russell Mawby, Chairman Emeritus W. K. Kellogg Foundation Ann Marston, President & CEO Michigan League for Human Services !braham Ahmed, Executive Director Z.I.A.D. Healthcare for the Underserved William Mayes, Executive Director Michigan Association of School Administrators N. Charles Anderson, President/CEO Detroit Urban League Deborah Mikula, Executive Director Michigan Association of Community Arts Agencies Thomas Bailey, Executive Director Little Traverse Conservancy Judy Moore, Executive Vice President Kalamazoo Regional Chamber of Commerce Edward 0. Slews, Jr., President Association of Independent Colleges & Universities of Michigan David Price, Executive Director MARO Employment and Training Association Carolyn Bloodworth, Secretary/ Treasurer Consumers Energy Foundation Anne Rosewarne, President Michigan Health Council Michael Boulus, Executive Director Presidents Council State Universities ofMI Gerald Smith, President & CEO Detroit Youth Foundation Delois Caldwell, President & CEO Goodwill Industries of Greater Detroit Carole Touchinski, President and CEO Strategic Solutions Sheilah Patrice Clay, President and CEO Neighborhood Service Organization Dale Weighill, President and CEO Flint Resource Center Cheryl Coleman, Executive Director Northeast Guidance Center Doreen Woodward, Executive Director Michigan Community Action Agency Association 14 �DRAFT For internal discussion purposes only ConnectMichigan Alliance Rob Collier President Council of Michigan Foundations Chair Anne Rosewarne President Michigan Health Council Thomas Dolan Director of Curriculum Romulus Public Schools Immediate Past Chair Terry Pruitt Assistant Superintendent of Business Services Pontiac Public Schools Dr. David Eisler President Ferris State Un iversity Denise Hubbard Executive Director Volunteer Connections of Montcalm County Vice-Chair Carolyn Bloodworth Secretary/Treasurer Consumers Energy Foundation Diana Jones Vice President ofCommunity Affairs Blue Cross Blue Shield of Michigan Secretaryffreasurer Dr. Jacqueline Taylor Vice President of Development Davenport University Vivian Rogers Pickard Director, Corporate Relations General Motors Corporation Dr. Edward 0. Blews, Jr. President Association oflndependent Colleges & Universities of Michigan Kathryn Rossow Executive Director Volunteer Center of Southwest Michigan Martha Bottomley Director Volunteer Muskegon! Dr. Donald Tuski President Olivet College Michael J. Brennan President & CEO United Way for Southeastern Michigan Sandra Ulsh President Ford Motor Company Fund 15 �DRAFT For internal discussion purposes only D - Affiliate and Partner Boards (MCC, VCM, MCSC) Michigan Campus Compact Chair Peter Mitchell President Albion College Past Chair Dr. Juan Olivarez President, Grand Rapids Community College Harry Knopke President Aquinas College Vice-Chair Niels-Erik Andreasen President Andrews University President Lansing Community College Don Tuski President Olivet College Karen McKnight Casey Director, Center for ServiceJeff Howard Learning & Civic Associate Director of the Ginsberg Center Engagement University ofMichigan Michigan State University Jackie Taylor Vice President of Diversity & Ernie Nolan Provost Cultural Affairs Davenport University Madonna University Casey Brant Student Schoolcraft College Jason Thomas Student Eastern Michigan University 16 �- DRAFT For internal discussion purposes only Volunteer Centers of Michigan United Way of Isabella County Allegan County United Way & Volunteer Center Amy Town, Community Impact Coordinator Georgina Rozeboom-Doster, Director Jackson Nonprofit Support Center Alpena Volunteer Center-Alpena Community Erin Skelly-Smith, Executive Director College Kathleen R. Bruski, Program Coordinator Volunteer Center of Greater Kalamazoo Judy Huth, Executive Director Volunteer Center ofNorthwest Michigan Susan McQuaid, Director of Volunteer Heart of West MI United Way Volunteer Center Partnerships Jane Royer, Community Service Director Volunteer Center ofBarry County Bonnie Hogoboom, Director United Way of Lapeer County Michelle Steiner, United Way Director Volunteer Resource Center of Bay County Cindy Miller, Director Volunteer Center of Southwest Michigan Doris Higgins, Executive Director Lenawee United Way and Volunteer Center Kathleen Schanz, United Way Director The George W. Romney Volunteer Center Patricia McCann United Way Community Services Albion Volunteer Service Organization Canduace Cloy, Director United Way of Midland County Volunteer Center Cynthia Chilcote, Director Volunteer Center of Battle Creek James Pearl, Director Volunteer Connections of Montcalm County Denise Hubbard, Coordinator United Way Volunteer Center of Chippewa County Kristina Beamish, Director Volunteer Muskegon! Martha Bottomley, Director United Way & Volunteer Center of Clare County Mona Keeley, Program Director Newaygo County Community Service Robin Paulus, Volunteer Resource Center Director Capital Area United Way Volunteer Center Suzanne Eman-Jaehnig, Senior Associate Director for Volunteer Services and Community Initiatives Capital Area United Way Volunteer Center Volunteer Center of Otsego County Susan Smethurst, Director Greater Ottawa County United Way & Volunteer Center Paulina Lawton, Volunteer Center Coordinator Volunteer Center of Dickinson & Iron Counties Todd Essendrup, Volunteer Services Director Volunteer Services- United Way of Saginaw County Marsha Cooley, Volunteer Services Coordinator Resource Center Dale Weighil, President & CEO Hillsdale County United Way & Volunteers In Action Kelly LoPresto Community Resource Center Chris Kanta, Director 17 �DRAFT For internal discussion purposes only Michigan Community Service Commission Ms. Wendy Acho LaSaJle Bank Midwest Dr. Jerry L. Seese Saginaw Township Community Schools Ms. Elizabeth Bunn International Union UA W Ms. Marsha Smith Rotary Charities ofTraverse City Ms. Melonie Colaianne MASCO Corporation Foundation Mr. Joseph Sowmick Saginaw Chippewa Indian Tribe of Michigan Mr. Robert Collier Council ofMichigan Foundations Ms. Laurie Stupak Stupak For Congress Committee Mr. Jimmie Comer Comer Holdings Mr. Alphonso Swain Capital Area Center for Independent Living Ms. Pamela Faris Office of the Lt. Governor Mr. Michael Thomas Saginaw County Prosecuting Attorney Ms. Christine K wak W. K. Kellogg Foundation Mr. Shaun VanHorn Student, Michigan State University Ms. Brenda Lawrence Mayor, City of Southfield Dr. Russell Mawby W.K. Kellogg Foundation VACANT Michigan Department of Education Superintendent' s Office Daniel Granholm Mulhern Office of the First Gentleman Mr. Kenneth Whipple CMS Energy Corporation Ms. Donna Niester Acheson Ventures Mr. Larry Williamson Comcast Cable Ms. Kari Pardoe NBA Pistons & WNBA Detroit Shock Ms. Eileen Wilson-Oyelaran Kalamazoo College Mr. Bernard Parker Wayne County Commissioner Ms. Kathy Young-Welch CDL Training School 18 � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA-CMA_MR_Discussion-of-Mission-and-Structural-Alignment-Draft Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger discussion of mission and structural alignment draft Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger discussion of mission and structural alignment draft. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49430 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> https://digitalcollections.library.gvsu.edu/files/original/8040c9b87dea62b8d403bcd0b12ce7f5.pdf 7034813dcc495ca1e28438353833e740 PDF Text Text ·····-----~. ~~----------·-- ··--········- ·--------- ~=~=~-z1?;;_~-v_a====-. __ . _ . --------------------·-'i=~~-=---. · · · · ·-· -· c; -----~-· ~- +!~~r==:~~~-···-_····.· - ·. ·- ·- ·- · · · -· · · · ·- · -·-· · - · -· ·- ·-· -· -· ·-· ··-··~ ~-~~E=--- -····'>= ___ ==-==~: I J~-- ----········ ==-=---==--~~~~~~~-~=~~----~-=~-=-:-~== .··-········-···--~ l----{;_wJ-:.-~-~-. . . .-.. ~-:::=:1)~~- ru~ .. I . .. . . . .. . . . . ............ · · · · .. · · · · · · . . . . .- . - .. · · · · · ........ · · · · · · · · ................ - - - - - - - ------~r~f=~~~=~----~!~~~=== -·---·-···········-·········~?-~~·-~-~-·-·- ~-- ~ - ~- --- -- --~-- -- j0J: - ~~~- ~-- ·--·--·. -jj- ~-A +--··· - -- - �� Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA-CMA_MR_Handwritten-Notes-on-Process_1 Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger handwritten notes on process 1 Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger handwritten notes on process 1. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49431 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> https://digitalcollections.library.gvsu.edu/files/original/342cce40283d2d3d8c2d77d4e5d0fd12.pdf bab1c2553c95e6aac8048725f65610bd PDF Text Text ' ~ (" fVl1<3 (!j tA:L Q.~ (ij_..__. V!J\0. ofiA.L .J ~,I1M M • . ...J.. -' &ti (flfl'fl Lil "' • rrv " .II. v .. !J.h'N~. ? ' 0 .. I . .. � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA-CMA_MR_Handwritten-Notes-on-Process_2 Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger handwritten notes on process 2 Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger handwritten notes on process 2. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49432 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> https://digitalcollections.library.gvsu.edu/files/original/9c45710e65cf74e35f114624098c5e6c.pdf 5aaf27aa43eb3334514ee00d51f2f404 PDF Text Text Proposed Proeess Timelioe See more current timeline in the recommendation summary. Step + Aetioo lnfonnal discussions D .....~i-.," •• ••-•y-~•u A K:e)' eoa:Fd, staff and senors ()uteomestlt\etioos Seek advice, gauge support or resistaRCe eefere 1". ~ CMA ,l ~.fli.JA +rl:lstees, CMA Affiliates FonnaJ preliminary discussions T; . July, ~QQ6 C()MPLETED ..!;_...,_,.. Propose creation of Gctoeer, 2QQ6 aa HOC WOFIE gro\:lp C()MPLETED (Strategic AHiaRce CoB111'l:ittee) to facilitate a:iSCl:ISSiOnS eetv.•een the BOa:FSS oe the J3ossieilit)· -~ ~ ; 4 Resea:Fcb OpJ3ortun:it)• ana Make Recommendation(s) Strategic Alliance Committee, staff, outside consultaRts C~VL/MNA Boa:Fa Re>o<ie•.vtAdoJ3t Recornrnendation(s) Boord Members n. ~ • ..I ..1 ·~ ·~ ..1~ - ~ ..1" ~ ·~ ~ . ----~--Staff ana woriE group in•>'estigate OpJ30rtun:ity and make recommenaation to ~.fli.JA ana C~~\ Boa:Fas +ake up recommenaat:ion(s) of the Strategic Alliance Committee .rl ... Anf" Re•t'ie'"" J3FOJ3osea C:M:A CMA / ~.fli.JA / WJA Governance Boord Structure Memeers ana Legal Counsel •o·~~···-· Go,•ernance Proposal fer Aaoption E*ec\:lti't•e CofRfflittees of CMA,~.fli.JA , VCM,MCC 7 beaaersmp Disc\:lssions &e&: CofRffliUees aRe CEGs of CMA ana MNA 26 Decemeer, WGe COMPLETED Decemeer, ~ C()MPLETED .,.!{.-\ .,. ..... Plan fer overall goYernance structure incluaing MCCanaVCM Affiliation A e n ~Jovember .. Februa:Fy, ~007 v +rustees ana Aaviso17· Members act to ferwa:Fd or aeeline proposes actions Boa:Fd leaaersrup ana senior staff e*plore leaaership options February, 2007 Ma:Fch, 2001 �H. . dSSiOR YlSlOA StrategiC . ' Plan 27 �Appendix A - Detailed summary of merger construct options examines five critical areas: mission, governance lega l status, assets and affiliations, and staffing. Mission Governance Legal Status Affiliations/ Assets H urn an Resources A- Full Mer2er In volved organizations determine if their missions are in alignment to warrant merger. B - Support Or2anization Organizations explore alignment, but does not require the dissolution or overhaul of either organization 's missions The trustees of the sustaining partner assume total governance responsibility of the merging organization, dissolving that organization 's board of trustee structure. Trustees of sustaining organization assume ultimate governance responsibi Iity of both organizations while an advisory of the merging organization provides input and advice. The dissolving organization ends its legal status (including IRS nonprofit designation) and transfers that responsibility to the sustaining organization. The merging organization ends its IRS nonprofit designation and transfers that responsibility to the susta ining organ ization, however retains independent legal viability for the protection of assets. Simi lar to Option A, however merging organization maintains it own assets and affi liations. Financial, intellectual, and affi Iiation properties are transferred from the merging organization to the sustaining organization. Personnel of both organizations are conjoined to align with new sustaining organ ization design 28 Both organizations can either bring staffing together or maintain separate structures depending on need and practicality. C - Hybrid Model Discussions on the exploration of missions are in line, however makes clear that a new and larger mission can open an opportunity for a new structure. Two organizations create a new organization with the board of trustees comprised of their members. A new nonprofit lega l entity is formed including a new 50 1(c)(3) organization. Properties that align with the new mission are transferred to the new organ ization while working in partnership with the two forming organizations. Personnel recruited to staff organ ization with leadership staff from either or both of the formi ng organizations. �Appendix B-Organization(s) Descriptions ConnectMichigan Alliance Mission The mission of the ConnectMichigan Alliance is to promote and strengthen a life-long ethic of service and civic engagement through the support of community building initiatives. Function Building service and volunteering through organizations where we live, work and learn. Size. Programs and Partners CMA is a statewide alliance of the Michigan Community Service Commission, Michigan Nonprofit Association, Michigan Campus Compact, and Volunteer Centers of Michigan focused on building service and volunteering through organizations where we live, work and learn. CMA has two affiliates in the Michigan Campus Compact and the Volunteer Centers of Michigan. CMA also hosts several programs including Serve Michigan-a public policy initiative, Mentor Michigan AmeriCorps and VISTA, Michigan's Promise, and Michigan League. The organization's $3 million budget is comprised of both public and private support including the proceeds of a $20 million endowment. Michigan Nonprofit Association Mission The Michigan Nonprofit Association enhances the effectiveness of the Michigan nonprofit sector in serving society. Vision The Michigan Nonprofit Association will be the premier organization advancing the nonprofit sector in Michigan. Size, Programs and Partners MNA is the collective voice of Michigan's nonprofit organizations. MNA serves as a statewide network for the sector providing its members with training, membership services, advocacy, and research on the sector. Serving nearly 1,000 members, MNA's $2 million budget and expert staff provides valuable services statewide through its offices in Lansing and Detroit. 29 �Michigan Campus Compact (Affiliate of CMA) Mission Michigan Campus Compact promotes the education and commitment of Michigan college students to be civically engaged citizens, through creating and expanding academic, co-curricular and campus-wide opportunities for community service, service-learni ng and civic engagement. MCC is a growing coalition of now 40 colleges and universities committed to the promotion of community service, service-learning, and civic engagement. Key Programs Student Service Leadership Camp Annual fall weekend retreat for campus student leaders for service Colloquium Series 1-2 day workshops for campus faculty and staff related to pressing constituent needs and national " hot topic" issues Institute on Service-Learning Annual conference for service-learning practitioners in K-12 and Higher Education Carter Partnership Awards Biennial recognition of campus-community partnerships in honor of Jimmy and Rosalynn Carter Other Programs Day at the State Capitol, National Teleconference, Blue Ribbon Panels on the Civic Good of Higher Education, Community-Campus Partnership Summit, and more MCC programs 30 �Volunteer Centers of Michigan (Affiliate of CMA) Mission YCM strengthens Michigan ' s existing 29 volunteer centers, provides leadership in developing new centers. and promotes and strengthens volunteerism statewide. YCM's primary purpose is to support local Volunteer Centers in their efforts to mobilize people and resources to deliver creative solutions to community problems. Michigan ranks one of the highest in the nation for number of centers and is, the only in the nation to be staffed by full-time staff and supported through a statewide endowment. Key Programs YCM programs and services include member communications, workshops and seminars, local consultations, quarterly meetings, an annual retreat, grant making, a resource library, dissemination and promotion of best practices, advocacy, and public education initiatives. Volunteer Investment Grants Working in partnership with the Michigan Community Service Commission, YCM subgrants state funds to promote and strengthen the capacity of volunteer centers throughout Michigan in the areas of leadership development training, technology integration, community impact research and evaluation, and mini-grants to fund demonstration programs and innovative solutions. VCMVISTA Strengthening Communities AmeriCorps*VISTA Initiative in Michigan. This Initiative is sponsored nationa lly by the Points of Light FoundationNolunteer Center National Network. Michigan Volunteer Centers will host more than 20 AmeriCorps*VISTA members, with the goal of: • Increasing levels of volunteer engagement throughout Michigan in the following five areas: o Empowering Faith-Based and Grassroots Organizations, o Asset Development and Wealth Creation, o Strengthening Families, o Ho meland Security: Emergency and Disaster. o Youth at Risk • Increasing the capacity of local organizations to provide quality volunteer opportunities in these four areas. • Increasing financial independence of individuals and families in low-income communities. • Increasing the long-term sustainability of Volunteer Center programs developed in these focus areas. 31 �Michigan Community Service Commission (CMA Partner Organization) Mission The Michigan Community Service Commission (MCSC) builds a cu lture of service by providing vision and resources to strengthen communities through volunteerism. Since its founding in 1991 , the MCSC has granted more than $41 million in public and private funds to community organizations enabling them to engage thousands ofMichigan citizens in volunteer service. This support has leveraged more than $34 million in local resources to further support these community volunteer initiatives. Programs The MCSC hosts Mentor Michigan, led by Governor Jennifer Granholm and First Gentleman Dan Mulhern, is working to ensure that all of our youth have ongoing relationships with stable, caring individuals. Together with mentoring programs throughout the state, it is working to support and enhance mentoring throughout the state. The MCSC provides leadership and state and federal resources to local nonprofits to promote service including: AmeriCorps- AmeriCorps is a National Service program designed to strengthen communities by involving people in service to help meet local challenges. Learn and Serve - Learn and Serve funds the development and implementation of high-quality service-learning programs. Volunteer Investment Grants- Michigan's VIG are available to community-based volunteer/nonprofit agency partnerships that designate and support an agency to function as a community volunteer resource center. Governors Service Awards- The Governor's Service Awards honor volunteer heroes from all across the state for their service to Michigan communities. 32 �Appendix C--Board of Trustees, ConnectMichigan Alliance and Mi~higan ~onprofit Association Robert Collier, Presrdent Council ofMichigan Foundations M ichiga n Nonprofit Associa tio n C hair: Karla Hall, Secretary and Director DTE Energy Foundation Suzanne Greenberg, President and CEO CAN Council Saginaw County Suzanne Heath, Executive Director Catholic Youth Organization C h air Elect: Ouida Cash, CEO Starfish Family Services, Inc. Barbara Orr Hill, President and CEO Michigan Women's Foundation Secretary: Sr. Monica Kostielney, President and CEO Michigan Catholic Conference Justin King, Executive Director Michigan Association of School Boards Treasurer: Elyse Rogers, President and CEO Midland Area Community Foundation Barbara Kratchman, President Artserve Michigan Immediate Past C hai r : David Sea ma n, Executive Vice President Michigan HeaJtb & Hospital Association William Liebold, II, President Michigan Colleges Foundation Jane Marshall, Executive Director Food Bank Council of Michigan C ha ir Eme ritus: Russell Mawby, Chairman Emeritus W. K. Kellogg Foundation Ann Marston, President & CEO Michigan League for Human Services !braham Ahmed, Executive Director Z.l.A.D. Healthcare for the Underserved William Mayes, Executive Director Michigan Association ofSchool Administrators N. Charles Anderson. President/CEO Detroit Urban League Deborah Mikula, Executive Director Michigan Association of Community Arts Agencies Thomas Bailey, £.:-cecutive Director Linle Traverse Conservancy Judy Moore, Executive Vice President Kalamazoo Regional Chamber of Commerce Edward 0 . Blews, Jr., President Association of Independent Colleges & Universities of Michigan Carolyn Bloodworth, Secretaryffreasurer Consumers Energy Foundation David Price, Execwive Director MARO Employment and Training Association Anne Rosewarne, President Michigan Health Council Michael Boulus, Executive Director Presidents Council State Universities of Ml Gerald Smith, President & CEO Detroit Youth Foundation Delois Caldwell, President & CEO Goodwill Jndustries of Greater Detroit Carole Touchinski, President and CEO Strategic Solutions Sheilah Patrice Clay, President and CEO Neighborhood Service Organization Dale Weighill, President and CEO Flint Resource Center Cheryl Coleman, Executive Director Northeast Guidance Center Doreen Woodward, Executive Director Michigan Community Action Agency Association ConnectMicbiga n Allia nce 33 �C hair Thomas Dolan Director ofCurriculum Romulus Public Schools Anne Rosewarne President Michigan Health Council Dr. David Eisler President Ferris State University Immediate Past Chair Terry Pruitt Assistant Superintendent ofBusiness Services Pontiac Public Schools Denise Hubbard Executive Director Volunteer Connections of Montcalm County Vice-Chair Carolyn Bloodworth Secretary/Treasurer Consumers Energy Foundation Diana Jones Vice President of Community Affairs Blue Cross Blue Shield of Michigan Secreta ryffreasu rer Dr. Jacqueline Taylor Vice President ofDevelopment Davenport University Vivian Rogers Pickard Director. Corporate Relations General Motors Corporation Dr. Edward 0. Slews, Jr. President Association of Independent Colleges & Universities of Michigan Kathryn Rossow Executive Director Volunteer Center of Southwest Michigan Dr. Donald Tusk.i President Olivet College Martha Bottomley Director Volunteer Muskegon! Sandra Ulsh President Ford Motor Company Fund Michael J. Brennan President & CEO United Way for Southeastern Michigan Rob Collier President Council of Michigan Foundations 34 �-----------D- Affiliate and Partner Boards (MCC, VCM, MCSC) Michigan Campus Compact Chair Peter Mitchell President Albion College Past Chair Dr. Juan Olivarez President, Grand Rapids Community College Harry Knopke President Aquinas College Vice-Chair Niels-Erik Andreasen President Andrews University President Lansing Community College Don Tuski President Olivet College Karen McKnight Casey Director, Center for ServiceJeff Howard Learning & Civic Associate Director of the Ginsberg Center Engagement University ofMichigan Michigan State University Jackie Taylor Vice President of Diversity & Ernie Nolan Cultural Affairs Provost Davenport University Madonna University Casey Brant Student Schoolcraft College Jason Thomas Student Eastern Michigan University 35 �Volunteer Centers of Michigan Allegan County United Way & Volunteer Center Georgina Rozeboom-Doster, Director Alpena Volunteer Center-Alpena Community College Kathleen R. Bruski, Program Coordinator United Way of Isabella County Amy Town, Community Impact Coordinator Jackson Nonprofit Support Center Erin Skelly-Smith, Executive Director Volunteer Center of Greater Kalamazoo Judy Huth, Executive Director Volunteer Center ofNorthwest Michigan Susan McQuaid, Director of Volunteer Partnerships Heart of West MI United Way Volunteer Center Jane Royer, Community Service Director Volunteer Center of Barry County Bonnie Hogeboom, Director United Way of Lapeer County Michelle Steiner, United Way Director Volunteer Resource Center of Bay County Cindy Miller, Director Volunteer Center of Southwest Michigan Doris Higgins, Executive Director Lenawee United Way and Volunteer Center Kathleen Schanz, United Way Director The George W. Romney Volunteer Center Patricia McCann United Way Community Services AJ bion Volunteer Service Organization Canduace Cloy, Director United Way of Midland County Volunteer Center Cynthia Chilcote, Director Volunteer Center of Battle Creek James Pearl, Director Volunteer Connections of Montcalm County Denise Hubbard. Coordinator United Way Volunteer Center of Chippewa County Kristina Beamish, Director Volunteer Muskegon! Martha Bottomley, Director United Way & Volunteer Center of Clare County Mona Keeley, Program Director Capital Area United Way Volunteer Center Suzanne Eman-Jaehnig, Senior Associate Director for Volunteer Services and Community Initiatives Capital Area United Way Volunteer Center Volunteer Center of Dickinson & Iron Counties Todd Essendrup, Volunteer Services Director Newaygo County Community Service Robin Paulus, Volunteer Resource Center Director Volunteer Center of Otsego County Susan Smethurst, Director Greater Ottawa County United Way & Volunteer Center Paulina Lawton, Volunteer Center Coordinator Volunteer Services-United Way of Saginaw County Marsha Cooley, Volunteer Services Coordinator Resource Center Dale Weighil, President & CEO Hillsdale County United Way & Volunteers In Action Kelly LoPresto 36 Community Resource Center Chris Kanta, Director �Michigan Community Service Commission Ms. Wendy Acho LaSalle Bank M idwest Ms. Elizabeth Bunn International Union UA W Ms. Melanie Colaianne MASCO Corporation Foundation Mr. Robert Collier Council of Michigan Foundations Mr. Jimmie Comer Comer Holdings Ms. Pamela Faris Office of the Lt. Governor Ms. Christine K wak W. K. Kellogg Foundation Ms. Brenda Lawrence Mayor, City of Southfield Or. Russell G. Mawby W.K. KeJlogg Foundation Daniel Granholm Mulhern Office of the First Gentleman Ms. Donna Niester Acheson Ventures Ms. Kari Pardoe NBA Pistons & WNBA Detroit Shock Mr. Bernard Parker Wayne County Commissioner Dr. Jerry L. Seese Saginaw Township Community Schools Ms. Marsha Smith Rotary Charities ofTraverse City Mr. Joseph Sowmick Saginaw Chippewa Indian Tribe of Michigan 37 Ms. Laurie Stupak Stupak For Congress Committee Mr. Alphonso Swain Capital Area Center for Independent Living Mr. Michael Thomas Saginaw County Prosecuting Attorney Mr. Shaun VanHorn Student, Michigan State University VACANT Michigan Department of Education Superintendent's Office Mr. Kenneth Whipple CMS Energy Corporation Mr. Larry Williamson Comcast Cable Ms. Eileen Wilson-Oyelaran Kalamazoo College Ms. Kathy Young-Welch CDL Training School � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA-CMA_MR_Merger-Materials Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger materials Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger materials. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49433 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> https://digitalcollections.library.gvsu.edu/files/original/bc07bd4b48fb3ef338bc450ff887c025.pdf 35ebdefd1414fdd2c3bd3b18db0652e4 PDF Text Text Questions • Are we abandoning our mission? • Does MNA lose valuable services and membership because of the partnership? • Will government have influence over the partnership? • What happens when the political landscape changes? • Will this be viewed favorably by the membership? • Will we be able to raise the money? � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA-CMA_MR_MNA_Questions-of-Merger Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger MNA questions of merger Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger MNA questions of merger. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49434 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> https://digitalcollections.library.gvsu.edu/files/original/a89b63d605d98d0996a73ed3bfe6b86b.pdf 5dab8e45c157b22499e0dd0c1d933893 PDF Text Text Sam and Kyle, Here are some possibilities to encourage more dialogue about next steps in the potential merger. I want you to know that I am enthusiastically following the work of David LaPiana, which I have had some training in as well as used before with success. I give them the credit for most of the tools I will be using! Since I have not been involved in the discussions thus far, I'm taking a stab in the dark as to what the most appropriate questions might be right now for the Dialogue Working Group. As you read through these suggestions, it will be apparent to both of you I trust, which ones to use! It will be very helpful to me to have the notes from the discussion. Options for discussions- Pick and choose what feels right for where you are in the discussions in the Dialogue Working Group. You could do all or some of them as a whole group or even assign some to smaller groups and report out. A. Do all the organizations (MNA, CMA, VCM, MCC) have a growth orientation? (mergers assume growth) 1. Do the budgets reflect growth over the last 5 years? 2. Do staff welcome growth generally? 3. Would your systems be flexible for growth? B. Does each organization have a unity of purpose? Are all the board members and staff in each organization in agreement on the current strategies and priorities for their organization? In a merger, there will need to be agreement on a shared mission, shared vision and key vision priorities. C. Does each organization have a history of successful risk-taking or are they riskaverse? Give examples D. What is the level of trust among boards and staff toward each other? (It's not enough for the top leaders only to work well together) E. Where are places/positions/individuals within our organizations where we could experience negative overlap or "competition" for responsibility? How can we address that? Another related question would be: Who might perceive they stand to lose something in the merger? F. In what ways could our cultures clash? What are the organization values or cherished customs (articulated on paper formally or not) that might clash? How would the work environment change from alJ the individual staff members' perspectives? �G. (I don't know how familiar this working group is with your case statement document but if you wanted them to get into that information more to be able to agree or not agree with what has been stated, then have them fill in a worksheet that would require them to "dig" through the case statement document and capture what they agree with. Have them work in small groups or pairs from their own organization's perspective. Usa ble Skills an d As se ts 0 fth e o th er partn er: What desired outcome Your potential partner's (DO) or critical issue (CI) skiJis/assets: is addressed by this skill/asset? (example) GREAT reputation; long history of contribution to the sector; name recognition (etc.) (etc.) DO: We want to develop great name recognition in our sector. How is the skilVasset usable to you (your organization)? If we use their name or a similar name after the merger, we can capitalize on that reputation. � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA-CMA_MR_Next-Steps-Dialogue Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger next steps dialogue Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger next steps dialogue. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49435 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> https://digitalcollections.library.gvsu.edu/files/original/922c90ddf69a17e472a0a7e41d4dae5a.pdf 9e7d4f332e6d71c4026af7f304676982 PDF Text Text ConnectMichigan Alliance Michigan Nonprofit Association Partnership Agreement This document outlines the key elements of the partnership between the ConnectMichigan Alliance and the Michigan Nonprofit Association for the fiscal year beginning July 1, 2005 and ending June 30, 2006 (pending approval of the ConnectMichigan Alliance Board of Trustees). The ConnectMichigan Alliance will grant the Michigan Nonprofit Association a total sum of $233,000 to be payable in quarterly installments starting after July 1, 2005 and ending June 30, 2006. For that sum, the Michigan Nonprofit Association agrees to provide the following products and services to the ConnectMichigan Alliance, its affiliates and its programs for the fiscal year:  Human Resources (HR) Support o Payroll Services o Employee Benefits o Other processes related to HR activities  Office Management o Information and Communication Technology o Space Management and Related Logistics o General Office Function Support  Fiscal Management o Contracts Processing o Grants Processing o Financial Reporting o Bookkeeping o Facilitation of Audits  Branding o CMA branding on training, publications and technical assistance provided to CMA constituents and constituents of affiliates and programs of CMA. o CMA branding on conferences and meetings including, but not limited to, annual conferences, and other activities for which an annual sponsorship would be solicited from CMA.  Training targeted at CMA constituents and constituents of affiliates and programs.  Targeted membership services to CMA constituents and constituents of affiliates and programs not currently members.  Public Policy services including information tracking, publication of relevant activities to constituents and constituents of affiliates and programs.  Research services limited to the annual giving and volunteer survey and the nonprofit salary survey (branding included). � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA-CMA_MR_Partnership-Agreement Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger partnership agreement Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger partnership agreement. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49436 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> https://digitalcollections.library.gvsu.edu/files/original/64eff0772cd220f96d0bc9d06cfe14c6.pdf 10a8edf8aa316a12713e0dd154462f42 PDF Text Text Strategic Alliance Committee ConnectMichigan Alliance I Michigan Nonprofit Association Charge The boards of the ConnectMichigan Alliance (CMA) and Michigan Nonprofit Association (MNA) ask that a committee engage in a conversation to investigate the interest, possibilities and risks of continued alignment of the two organizations utilizing a deliberative process. The Committee will make recommendations to the boards of both organizations as to whether and how CMA and MNA and their respective partners should move forward in closer alignment up to and including a merger. � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA-CMA_MR_Strategic-Alliance-Committee Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger strategic alliance committee Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger strategic alliance committee. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49437 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> https://digitalcollections.library.gvsu.edu/files/original/6012179b667fe54f47f8b17e28c075ce.pdf 2415523a161c6626d280053927e4e359 PDF Text Text ConnectMichigan Alliance Michigan Nonprofit Association Strategic Alliance Working Group Organization Michigan Health Council Assoc. of Edward 0 . Blews, Colleges Independent Jr. and Universities of Michigan Herbert H. and Grace Jenee Valesquez A. Dow Foundation Starfish Family Ouida Cash Services ArtServe Michigan Barbara Kratchrnan Ferris State David Eisler University Jacqueline D. Taylor Davenport University Ford Volunteer Janet Lawson Corps W.K. Kellogg Russ Mawby Foundation Michigan Paula Kaiser Van Community Service Dam Commission Kathy Rossow (ret.) Volunteer Center of Southeastern Michigan Volunteer Martha Bottomley Muskegon! Capital Area United Mike Brown Way Hudson Webber David Egner Foundation Dorothy A. Johnson Kathy Agard Center on Philanthropy GVSU Participant Anne Rosewarne Mfiliation CMA Geography Statewide CMA Statewide CMA Mid Michigan MNA Southeast Michigan MNA MCC Statewide Northern Michigan MCC MCSC MCSC Statewide Statewide/Southeast Michigan West Michigan MCSC Statewide VCM Southwest Michigan VCM West Michigan At Large Mid Michigan At Large Southeast Michigan At Large West Michigan � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA-CMA_MR_Strategic-Alliance-Working-Group Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger strategic alliance working group Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger strategic alliance working group. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49438 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> https://digitalcollections.library.gvsu.edu/files/original/b52f6361efe8c5ab36606739490139f5.pdf b2d74e1c4826552ee1458cb94484b1ce PDF Text Text Kyle & Juliann Caldwell 'If 616-349-8987 !11J717/99 @2:00PM RUSH TO: Sam Singh, MNA FAX: 517 355-3302 FROM: Kyle & Juliann Caldwell PAGES (INCLUDING THIS COVER): 5 Here is a draft of what we discussed. Thanks. Kyle Wednes{!ay, July 7, 1999 Cl1/5 �Kyle & Juliann Caldwell t:r 6 t 6-349-8987 r/JJ717199 <92:01 PM [l215 Michigan's Alliance for Volunteers "The Alliance for Volunteerism" The Alliance for Michigan's Volunteers and Volunteer Based Organizations Working in the areas of volunteer advocacy, programming, and technical assistance for the private, public and soda! sectors of Michigan's communities Proposed bJ: Michigan Community Senice Commission Michigan Nonprofit Association Volunteer Centers of Michigan Michigan Campus Compact Connect Michigan Partners �Kyle & Juliann Caldwell 11' 616-349-8987 11il717199 02:01 PM [l315 Executive Summary Michigan's Alliance for Volunteers (The Alliance) will be a specialize nonprofit organization that will work to provide programming, technical assistance and advocacy suppolt for Michigan organizations utilizing the talents, resources and expertise of volunteers throughout our state. The Alliance will initially consist of the Michigan Community Service Commission (MCSC), Michigan Nonprofit Association (MNA), Volunteer Centers of Michigan (VCl'v!), Michigan Campus Compact (MCC) and the Connectlv!ichigan Campaign Partners. VCM and fvJCC will be permanently housed with in the Alliance along with a number of programs and fundings sources currently housed in the MCSC and .MNA. !vJCSC, VCivJ, lvJCC and lv!NA are pennanent member of the Alliance. The graphic in Appendix 1 illustrates the changes (see Appendix 1). Essentially, the lv!CSC and lvJNA will modify their current respective functions to ensure that they are not competing and are executing support functions for the field that are effective and efficient. The Alliance will be established as a separate 50 l(c)(3) nonprofit membership organization comprised a board of directors consisting of not more than six members nominated and approved by the Alliance partner organizations. An executive director will be appointed by the board of directors and will serve at the will of the board. The exec uti l'e director will be charged to handle all day to day operations of the Alliance under the supervision of the board of directors. Need There is a need to avoid competition. There is a need to build effeciencies. There is a need to build autonomy for the programmatic, promotional and advocacy elements of the field of volunteerism. Solution Spin off those elements that do not target, operationalize and capitalize on the core missions of lv!CSC and MNA. MCSC is a grant maker that incubates innovative and sustainable volunteer programs. iVINA is an membership association that advocates and provides services to Michigan's nonprofit organizations Advantages Never before in the history of the two organizations has the timing been right economically and politically for the two organizations to organize the field in a way that makes sense for all parties and not just because it was economically and politically feasible. �Kyle & Juliann Caldwell 'II' 616-349-8987 f1JJ717199 <ll2:03PM Challenges Getting the respective boards aligned with this new structure. Finding enough capital to build an endowment to support the Alliance. Maintaining interest of the public to this idea and defining it in terms that lay people can understand. Budget Expesnses Staff 3- Staff Salaries and Benefits Executive Director Fund Dev. and Prog. Spec. Support Staff $220,000 Salarv $75,000 +Benefits 30,000 = $100,000 Salar)' $45,000 +Benefits 25,000 = $70,000 Salary $30,000 +Benefits 20,000 = $50,000 Space Rent for !500 square feet@ $301sq. Foot annually $45,000 Eq ui pm en t $23,000 Phones, fax, copier, computers, etc. annually Travel Other VIG all subgranting $13,000 $1,000,000 Revenue State of Michigan (VIG) Romney Fund Engler Fund (Endowment) Evaluation Components· Measures of Success or Failure $1,000,000 $20,000,000 D415 �Kyle & Juliann Caldwell w 616-349-8987 11JJ717199 (l)2:04PM Appendix I The Alliance •VCM •MCC • Connect Michigan • The Romney Fund • The Englei' Volunteer Strategic Fund • Training and T/A • Volunteer Centers of Michigan • Michigan Campus Compact • Training and TI A • The Romney Fund • Connect Michgian • Michigan's AmeriCorps • Training and TI A • Leam & Sene • Volunteer Investment G1·ants • Michigan's PI'Dmise • Service Leaming Leadership Council Cl515 � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA_AE_1999-07-07_Michigan-Alliance-for-Volunteers-Exec-Summary Title A name given to the resource ConnectMichigan Alliance 1999-07-07 Michigan Alliance for Volunteers executive summary Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource ConnectMichigan Alliance 1999-07-07 Michigan Alliance for Volunteers executive summary. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Date A point or period of time associated with an event in the lifecycle of the resource 1999-07-07 https://digitalcollections.library.gvsu.edu/files/original/52042d4cb6031c7709ad0c64cff08bbb.pdf 562806b0b7871aca3801955146b04ed2 PDF Text Text .,, ) J PROGRAMS AND SERVICES (DRAFI' as of911 5/99) '-' .... MCSC Executi.ve Director Program staff Commissioners. MNA MCC Councilor + + Presidents VCM Opc:ratiag Council The Allianc:e Grantmaker. Role National Service Programs Learn and Serve Programs Training and T/A for grantees Volunteer lnvestment Grants Alliance Board Executive Director Directors: VCM, MCC. Fund Development Program and Support Staff Advisory Board MCC CoiDlcil ofPresidellt!5 VCM Operating Council VCM Member Services and Support ConnectMichigan Romney Fund National Volunteer Week Volunteerism Clearinghouse SuperConference Make A Difference Day MCC Member Services and Support MCC Gr:ltot Programs K-12 Service Learning Governor's Semce Awards Adopt-A-Part ofMichigan America's Promise Executive Director Progl'llm Staff Board ofTrustees Member Services Public Poftcy Training/Technical Assistance Grantmaker.s/Grantseekers Research � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA_AE_1999-09-15_Figure-Programs-and-Services Title A name given to the resource ConnectMichigan Alliance 1999-09-15 Figure: Programs and Services Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource ConnectMichigan Alliance 1999-09-15 Figure: Programs and Services. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49402 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Date A point or period of time associated with an event in the lifecycle of the resource 1999-09-15 https://digitalcollections.library.gvsu.edu/files/original/c079c7a9adae8670b2604d8e7baeaae6.pdf 417cec2c718ba5674ea36bc255a84db5 PDF Text Text PROGRAMS AND SERVICES (DRAFT as of9/15/99) MCSC Executive Director Program staff Commissioners Grantmaker Role National Service Programs Learn and Serve Programs Training and T/A for grantees Volunteer Investment Grants MNA MCC Council of Presidents f"+ Alliance Board ~ VCM Operating Council The Alliance Executive Director Directors: VCM, MCC, Fund Development Program and Support Staff Advisory Board MCC Council ofPresidents VCM Operating Council VCM Member Services and Support ConnectMichigan Romney Fund National Volunteer Week Volunteerism Clearinghouse SuperConference Make A Difference Day MCC Member Services and Support MCC Grant Programs K-12 Service Learning Governor's Service Awards Adopt-A-Part ofMichigan America's Promise Executive Director Program Staff Board of Trustees Member Services Public Policy Training/Technical Assistance Grantmakers!Grantseekers Research �The Alliance Organizational Chart Draft Administrative Services � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA_AE_1999-09-15_Figures-and-Organizational-Chart-Draft Title A name given to the resource ConnectMichigan Alliance 1999-09-15 figures and organizational chart draft Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource ConnectMichigan Alliance 1999-09-15 figures and organizational chart draft. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49403 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Date A point or period of time associated with an event in the lifecycle of the resource 1999-09-15 https://digitalcollections.library.gvsu.edu/files/original/f87be9d32afc8cd54d8d4b56f1eceac1.pdf 5bee03d4aa547d4f685aa59dddd27ea4 PDF Text Text The Alliance An Overview to Date Prepared for VCM Operating Council September 15, 1999 Background: In the past decade, Michigan has seen the development of a number of statewide infrastructure organizations focusing on the promotion ofvolunteerism and connnunity service. The Michigan Campus Compact was developed in 1989 to recognize the service contribution institutions of higher education were making to their communities. A few months later, a small group of community based volunteer centers began the Volunteer Centers of Michigan. A year later, the Michigan Nonprofit Association (known then as the Michigan Nonprofit Forum) was developed to enhance the understanding of the nonprofit sector including the advancement of philanthropy and volunteerism. Finally in 1991, newly elected Governor John Engler created by Executive Order the Michigan Community Service Commission. Over the years, all four organizations have worked collaboratively with one another. In the mid- 1990's, both VCM and MCC entered into partnerships with the Michigan Nonprofit Association. These partnerships have strengthened all three organizations and have resulted in immense administrative savings. In addition to the administrative savings, the programs and activities of all three organizations have been enhanced by this unique partnership. Under new leadership, the Michigan Nonprofit Association (and it's affiliates) and the Michigan Community Service Commission have made a concerted effort for more intentional and effective partnership. As the field of service continues to change and be challenged by "outside influences," serious conversations between MNA and MCSC have occurred regarding the need for a sustainable support system for existing and developing volunteer initiatives. Three primary motivators -the need to provide well-rounded support services to the volunteerism field; the desire not to duplicate services and programs; and potential changes in federal programs that support volunteerism -lead to a reasonable conclusion that we can be much more effective as a unified front than as two separate entities. However, it is also acknowledged that some activities/functions MUST remain separateagain, for the greater good of the field. What seems to make the most sense is the development of a third entity that would absorb common functions of MNA and MCSC, while maintaining its neutrality and program-focus. This conceptual organization, unofficially dubbed "The Alliance" for purposes of conversation, has received a great deal of support from sector leaders and partner organizations, and the official stages of planning have begun. Proposed Timeline: • June 1999- Conversations between MNA and MCSC leadership begin. • July/August 1999- Seek general conceptual support from the Governor, Ms. Engler, MNA Chairperson, VCM Executive Committee and MCSC Executive Committee. • September 1999- Proposal is brought to MCSC, MNA Board, VCM Operating Council, and MCC Council of Presidents for feedback. • October/November 1999- Administrative and program structure drafted, fund development plan outlined. • November 1999 -Hire legal consultant and draft articles of incorporations and bylaws. • December 2000 - Revised plan is presented for approval to MCSC, MNA, VCM and MCC. • January 2000- Fund Development process begins (legislative and private). • October 2000 -''The Alliance" is bom with Phase I of funding (legislative). • October 2001 -''The Alliance" achieves full funding. �Pureose: • to centralize state-level, volunteer programming efforts in a manner that ensures long-term sustainability • administer programming and technical assistance currently administered by MNA, VCM, MCC, and MCSC • continue to partner with additional organizations as deemed appropriate Concerns leading to concept: • Competition and control • Politicization of volunteerism • Funding for volunteer initiatives Funding: • goal: $20 million endowment= approx $850,000 annual operating budget • it is being proposed that the State ofMichigan create a $10 million endowment • an additional $10 million would be sought in match funds to the State endowment, which would be placed in a private endowment Governance and Administration: • a Board of Trustees with representation from MCSC, MCC, VCM and MNA would govern; initial board members would be appointed by the two incorporating entities (MCSC and MNA) • both incorporating entities would develop a written contract outlining their responsibilities to both the Alliance and each other • it is anticipated that in the first few years MNA would serve as the fiduciary agent • executive director reports directly to "The Alliance" Board • VCM and MCC would continue to have directors that report to the Executive Director, but hired by a committee of respective constituents and the executive director (following current hiring practices) • the affiliation agreements between VCM!MNA and MCC!MNA will continue to be in effect and would serve as a safety net for either entity to remove themselves from "The Alliance" • VCM and MCC will conduct an annual review of the relationship with "The Alliance." The findings of that review will be presented to the MNA Board of Trustees �Kev considerations: • Shared space for all • VCM identity/neutrality • Clarity of roles/relationships Immediate impact on VCM: • Increased budget from $115,000 (which includes MAVA, ConnectMichigan, Romney, trainings, etc) to $160,000 focused solely on Volunteer Centers (site visits, related assistance and support) • Sustainable funding base: current budget relies on grants, success of training events, and MNA's annual fundraising efforts (aside from approximately $3,500 in membership fees and "pass-through" funds of AmeriCorps grant, VCM's budget is completely subsidized by MNA) • Increased program staff to two FTE's; focus on VCM initiatives • More visible position in coordinating state efforts as partners will have equal voice (i.e. Make A Difference Day) � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA_AE_1999-09-15_Overview-to-Date-for-VCM-Board Title A name given to the resource ConnectMichigan Alliance 1999-09-15 overview to date for VCM board Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource ConnectMichigan Alliance 1999-09-15 overview to date for VCM board. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49404 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Date A point or period of time associated with an event in the lifecycle of the resource 1999-09-15 https://digitalcollections.library.gvsu.edu/files/original/4e301770fff1f6cf827eb589418dc516.pdf a518c90acf2c17219fdee9c46e990508 PDF Text Text LOO ll'l = n :i! f CIJ I< ::I -·-· 3 ~ > aso~ rc:cr :::1. :r D) () Si) - ::I 0 cr. v -·&t v ~tl) ::I !;ltd 0 (I) n ::I Si) )> --· -;;CD � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA_AE_1999-09-16_Figure-Organizational-Chart-Draft Title A name given to the resource ConnectMichigan Alliance 1999-09-16 Figure: Organizational Chart draft Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource ConnectMichigan Alliance 1999-09-16 Figure: Organizational Chart draft. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49405 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Date A point or period of time associated with an event in the lifecycle of the resource 1999-09-16 https://digitalcollections.library.gvsu.edu/files/original/ee5843a115a9f0315fca50782da35c49.pdf 6a2d49633de9682f4be28f386147a9fb PDF Text Text 09/16/99 13:29 'Q'059 IINF/VC!! ·~ The Alliance An Overview to Date Prepared for MNA Bo.ard of Trustees . Baakgfound: In the past decade, Michigan has sean the development ofa nwnber of statewide infrastructure organizations focusing on the promotion of volunteerisrn and community service. The Michigan Campus Coropact was developed in 1939 to reeogni%~ the $eme~ eontribution that institutioi!S of higher education were making to their communities. A few months later, a small group of community based volunteer centers began the Volunteer Centers of Michigan. A yeai later, the Michigan Nonprofit Asslllliation (known then as !he Michigan NoDProfit Forum) was developed to enhance the understanding of the nonprofit sector including the advancement of philanthropy and voluntcerism. Finally in 1991, newly elected Governor John Engler created by Executive Order the Michigan Community Service Commission. Over the years, all four organi2ations have worked collabonuively with one another. 1n the mid1990's, both VCM and MCC entered into partnerships with the Michigan Nonprofit Association. The•e partnerlihips have strengthened all three orga.tti2atiQns an.d ha.ve re~l!l!ed in immense adminisfl'l!tive savings. In addition to the administrative savings, the programs and activities of all three organizations have been enhanced by this unique partnership. Under new leadership, the Michigan Nonprofit Association (and its affiliates) and the Michigw Communi!Y Service Commission have made a concerted effort for a more intentional and effective partnership. As the field of service continues to change and be challenged by "oul:!ide influences," serious conversations between MNA and MCSC have ocC\IIfed regarding fuc need for a sus!3inable support system for existing and developing volunteer initiatives. Three primary motivators· the need tO provide well-rounded support services to the volunteerism field; the desire not to duplicate services and programs; ami po!ential changes in federal programs that support VQiunteerisrn -lead to a reasonable conclusion that we can be much more effective as a unified front than as two separate entities. However, it is elso acknowledged that some activities/functions MUST remain separate- !liain, fot tile greater good of !he field. Whnt seems to make the most wnse is the development of a third entity !hal would absorb common functions of MNA and MCSC, wbile maintaining itS neutrality and program-focus. This tOilt~ptual orga.nintion, unofficially dubbed "The Alliance" for pmposcs of conversation, has received a great deal of support from sector leaders and panner organizations, and the official stages of plwming have begun. Purpos~: The purpose of"The Alliance" is to centralize state-level, volunteer programming effons in a manner that ensures long-ti;t'n\ sustainability. Initially, "Th~ Allillllce" would administer volu~leer programming currently administered by MNA, VCM, MCC, and MCSC. "The Alliance" would continue to partner with additional organizations as deemed appropriate. An endowment fund would be created to support "The Alliance" which would secure its existence into perpetuity, ~002 �09/16/99 13•29 'ti'059 }JNF/VC!I 11!!003 Funding: The current vision is to develop a pennanent endowment at a local GOmmunity fuundalion. The earnings of the endowtltent would be utilized to run the administrati11e functions of the "AJihmee." The initial funding of the endowment would be a C<Jmbinntion of private and public dollars. • State: It is being proposed that the State of Michigan fund $l0 million of the "Allianoo" endowment. The $10 )lilllion would b~ ll one-time allocation ftom FY 2000 -2001 budget. Based on initial discrussions by the MCSC and the Governor's statt; it will be our iotent to have this line item contained in the executive budget. The allocation would be placed into a pennanellt endowment at a local CQI!Wunity foundatiQll wi!h 11 ehallenge to the private secu,r to match dollar fur dollar given by the state. The fund;s placement into a C<Jmmunity foundation would ensure appropriate investment struiegy and remove the fear of future political administrlltions from eliminating the fund. • Private: An additional $10 million would be souglit in matching funds to the State's allocation, whioh would create a total private endowment of$20 million. The private Cil.lllpait!Xl will be g~ared towards fqundations, corpomte giving progra!!l.$ ~ illdividu...t.. A full endowment campaign with a visible fundraising committee w:iil be developed once the state's allocation is secured. The fund will ensure the continuation of the programs of MCSC, VCM and MCC in perpetility. The fund will generate an llllilUal basis of$850,000 dollats that will be dedicated to the 114rttitliruative functions of running the Allia.ttce, VCM a.ttd MCC. The Alliance will genernte additional funding for programming through grants and fees for services. ( Guvunance and Adminmrafi<lh; A 5-7 person Board of Trustees would govern "The Alliance" w:ith representation from MCSC, MCC.• VCM and MNA. The initiul board will be appointed by the two incorporating entities (MCSC and MNA). Both incorporating entities will develop a written contract outlining their responsibililio:s with the new structure and with =h other. It is anticipated that in the :fir$1 fWJ years MNA would serve as the fiduciary agent. 'The Alliance" would hl\ve <Ut executive director reporting directly to "The All.iance" BoMd. The executive director will be an at-will employee hired by the Board. Additional program staff of 'The Alliance" is outlined oo the attached organi~onal chart. The affiliation agreements between VCMJMNA and MCC/MNA will continue to be in effect and would serve as a safety net for either entity to remove themselves from 'The Alliance" structure. The leadership ofVCM and MCC will conduct an annual review ofthe relationship \Vlch "The Alliance." The findings of that review w:ill be presented to the MNA Board of Trustees. Tim£llne: Phase 1 - Rese~~rc}l t!fld Analysis • • • • June 1999- "Serious" conversations between MNA and MCSC leadership begin. July/August 1999 -seek general concept support ftom the Governor, Ms. Engler, MNA Chairperson. VCM Chairperson and MCSC Executive Committee. September 1999- Ptoposal is brought to MCSC, MNA Bo111d, VCM Advisory Collliliiuee, nnd MCC Council of Presidents for feedback. October/November 1999 ~Meet with local constituents that might be impacted by tbe "Alliance." ( �09/16/99 13:30 • • • 'Z}'059 llNF/VC!l October/November 1999- Engage a committee of board leadership from MNA, MCSC, MCC and VCM to provide guician(:e and oversight to staff. October/November 1999- Further develop administrative structure and funding prospects. November 1999- Engage experienced consultants to review our process, administrative struoture and operating documents. o December 1999- Present fonnal plan to MCSC, MNA, VCM and MCC. Phase 2- Fund Dl!l'elopment Cfl1T1palgn (Only ifPhase One is found acceplabk) Phase$- OtgnfiiWiiJ/141 Imp~ntaliiJn (Only ifP/las<! OntJ i$ /IJIIttd ucceplable) li!J 004 �) ) ) Volunteer Alliance Partners Current Roles and Responsibilities Michigan Community SeJVke Commission lfu!m; • Established in 1991 by Executive Order • Achieved legislative status in 1!19~ • 2S appointed commissiooers Three orlmacy functions· • Catatyst for community change • Ccmven.er • Brok-er of ideas and resources ~ • • Grantor Programming TGUnins'fA P'rolm!JJ!S· M;chigan·s AmeriCcrps • M.idligan"s Promise • Leam and Serve • • MYPAC Senior Advisory Council • • • • Volunteer Iavestmen1 Gr.mt.s Adopl·A·Part ofMichisan MJJI<e A Oifferencc Day Govemor~s Service Awards ~ • • • lnoorpo>ratcd in 1990 as Michigan Nonprofit Forum Became Michigan Nonprofit Association ;, 1995 4&-Membor board Mi~lr_igan Volonteer Centers of Michigan Michiga_n Nompn)fit A!lsociation Campus Comlt!cl ~ • Jnfonnally established in 1931! • moorpomled in 1992 ~'%ro,;,.,.led ;, 19&9 • • • Af!ilialed with MNA m1994 VCM Operating Council (member directors) • Mnlmti:t! wi!h MNA m1995 t.!CC Council ofPrcsirlents (momber _ioslirution Pn:s;dents) Mts~ion: Mim2l!; To promote the awareness at~.d effectiveness of Wchigan's nDnprofit :sector, and to adwnce the cause ofvolu nteerism and pbilantb:ropy in the state. ~ The Drission ofVCM :is to strengthen cx:ist.iog vo!wJteer cenlers, to provide· leadership in develop jog new c:entets, arul1o- promote and stn:ogthen vohmteerism ~de. MCCis a coalition ofWcbigan•suniversity and eoll~e presidestts: whose purpose is to facilitate on th.eir campliSCS a commitment to com.lWnity service thatwiU lead studenls to dewlap a life-long semce ethic and will promote service leaming in the cuniculum. Role;· • Coavcn.er • Eneoumge voluntaJy giving and service: I.o.for.mation dissemination • PubJU:: Policy • Capa.city bcildi:ng of sector Pmgguns: • • • • • • • Membe-r Servi.cc:s!Benefits Tnrililil8 and TA G!>lllmakers/Granlso:ekers Volunteerism. SnpcrConferen<:e Michigan Public Policy Initiative ~ Volnnteer Centers ofM;clrigan•s ]>rirruu:y l'!!lr..ms: pUipOse is to $0.ppoit local voiUDteer ceoters iD. • • • • their effOrts to mobilize people and n:sou:n:es to deliver creative solutiCJDS to oommunity problems. Pro!ll1llruA!Services· • MembC< MaW:ngs • • • • • • Qo-..Jy Mootin;!s Annuo.l Ro!Ioat Resoun:e Lihmry Rt:giono.l Trnmirlgs Volunteerism SuperCon.f<::r"enoce · CoiUlCctMichism Loco.! CanstdlatiOB!Support VCM AmeriCoq": Mic:higan's AmeriCorps Michigan Campus Compact Volunteer centers ofMicb.igan Mlchlgan Association ofVolu.oteer Administr.J1ors • • Connec1Mic;bl.gan George W. Ronmcy Fund • George W. R.oDllley Fund • Now Partnerships VJSTA • Russell G. Mawby Fund/Award • MAVA (Miclcigan. 1\ssoeiat:ioa ofYoluctoer Admiaistrni:Ols) ~"aculty Institute on SeJVicc Lcamiog Service Leadcrship Camp Student Recognition. Cercm011y Facolcy/Stat!'Comrnu.aity Service Learning A'wros ~ • Venture Grants • i'aonll:y DeV<:10[>menl Granls • Student Commwtity Action FtlDd Se.V.oes: • · Coosu.lt:ation • Resource Library • • Nct:woiling and Development � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA_AE_1999-09-16_Overview-for-MNA-Board Title A name given to the resource ConnectMichigan Alliance 1999-09-16 overview for MNA board Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource ConnectMichigan Alliance 1999-09-16 overview for MNA board. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49406 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Date A point or period of time associated with an event in the lifecycle of the resource 1999-09-16 https://digitalcollections.library.gvsu.edu/files/original/24e083906c6440687ba8e977c94b0cce.pdf a2d54c3ac86023287c2e99868d7c264f PDF Text Text ���� Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA_AE_1999-09-23_What-Next-PowerPoint Title A name given to the resource ConnectMichigan Alliance 1999-09-23 What Next powerpoint Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource ConnectMichigan Alliance 1999-09-23 What Next powerpoint. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49407 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Date A point or period of time associated with an event in the lifecycle of the resource 1999-09-23 https://digitalcollections.library.gvsu.edu/files/original/6568d721bc298adf401a2a79970de5fe.pdf e90497888de46b83dd386e7e57cb5c94 PDF Text Text noard of Trustees Michigan Nonprofit Association Anne Rosewarne Chair Justin King Chair-Efect Edward Blews Secretary FAX MEMORANDUM TO: MNA Volunteer Alliance Committee Ed Blews Justin King Leonard Plachta Anne Rosewarne Kathryn Rossow Glenn Stevens FROM: Sam Singh, President DATE: Febmary 11, 2000 SUBJECT: MNA Volunteer Alliance Committee Meeting- 3/14/00 David Seaman Treasurer Richard Cole Immediate Past Chair Russell Maw by Chair Emeritus Matthew A Hen N. Charles Anderson Benjamin Baldus Thomas Bemthal Carolyn Bloodworth Aaron CantreH Robert Collier Michelle Engler Mark Gem1ano Karla Hall SuzMne Heath Steven Jobns-Boehme Gerard Keidel Sr. Monica Kostielney William Lie bold Jane Marshall Ann Marston Thomas Mathieu Jeanne McGuire Deborah Mikula Howard Newman Anne Petersen Leonard Plachta David Price Judith Rapanos Elyse Rogers Kathryn Rossow Dorothy Silk Glenn Stevens Alan Stone Ira Strumwasser Jeffrey Taylor Thank you for your recent responses regarding your availability for the Febmary 16, 2000 meeting time. Tf you are unable to attend this meeting and would like to discuss any issue surrounding the proposed Volunteer Alliance, please do not hesitate to contact me at 517/353-5038. As you are aware, a second meeting will take place on Tuesday, March 14, 2000 at 3:30p.m. at the Governor's Residence in Lansing. Attached is a response form for the March 14th meeting- please complete and return this form via fax to the MNA office at 517/355-3302 by Friday, February 18, 2000. Please do not hesitate to contact me ifl can provide any assistance. I look . forward to seeing you on February 16th S:\\YTI\\\'ORO" CO~IMITfEIA\Jia:nc~ C(lmmilt~\AUionce co nun m~eting d>1e <'<lnf02ll OO.d.x John Tropman Reatha 1\veedie Steve Webster Karen West Mark Wilson Sam Singh President and CEO AN ALLIANCE TO PROMOTE GIVING, VOLUNTEERING AND A STRONG, EFFECTIVE NONPROFIT SECTOR IN MICHIGAN 29 Kellogg Center • East Lansing, MI 48824-!022 • Phone 517/353-5038 • Fax 517/355-3302 Toll Free 888/242-7075 • Web Site http://www.mna.msu.edu Working in parhJership with Volunteer Centers ofMichigan and Michigan Campus Compact �ATTENDANCE CONFIRMATION FORM MNA Volunteer Alliance Committee Meeting March 14, 2000 Governor's Residence, Lansing Please fax this form to the MNA office by February 18, 2000, so we can make the necessary arrangements. Volunteer Alliance Committee Meeting Yes, I will attend 3:30p.m. No, I will not be able to attend Name Organization Comments: Michigan Nonprofit Association 29 Kellogg Center East Lansing, MI 48824-1022 Ph: 517/353-5038 Fax: 517/355-3302 �MNA Volunteer Alliance Conmllttee - Stevens Lansing 517/482-1241 Rosewame Okemos 517/347-4096 King Lansing 517-327-0775 -·:mt Rossow Niles (616} 683-1220 PJachta Mt. Pleasant 517n74-3665 .Q(e!Ul. oJu!tin.. 'Ito~ Page 1 02/11/2000 �Volunteer Alliance (5 member board incorporated by MNA and MCSC) �MICHIGAN NONPROFIT ASSOCIATION 29 Kellogg Center East Lansing, Michigan 48824-1022 Phone (517) 353-5038 Fax (517) 355-3302 President/Chief Executive Officer/Contact: Satn Singh Mission: The Michigan Nonprofit Association's (MNA} mission is to promote the awareness and effectiveness of Michigan's nonprofit sector, and to advance the cause ofvolunteerism and philanthropy in the state. Affiliates: MNA is affiliated with Michigan Campus Compact (MCC) and the Volunteer Centers of Michigan (VCM). MCC is a coalition of Michigan's university and college presidents whose purpose is to facilitate on their campuses a commitment to community service that will lead students to develop a life-long service ethic and will promote service leaming in the curriculum. VCM is a coalition of volunteer centers throughout the state and is dedicated to mobilizing people and resources to deliver creative solutions to community problems. Primary Constituents: Nonprofit organi?.ations in Michigan. Objecti\·es/Ptioritics: • • • • • To convene nonprofit leaders as well as the leadership of government and the private sectors, to increase understanding of the nonprofit sector, confront common issues and concems, and promote collaboration. To encourage voluntary giving and service. To disseminate infonnation important to defining the sector- its scope and values, meeting the management/teclmicalneeds of organizations in the sector, and fostering communication and collaboration in the public, private, and nonprofit sectors. To take an active role in public policy that affects the nonprofit sector. To provide programs and services tl1at enhances the sector by strengthening organizational capacities. Programs in Operation: Mini -grants • George W: Romney Fund for Volunteerism in Michigan: was established in 1996 with a goal of$ 1.5 million in honor oftlw late Governor George W. Romney's efforts and contribution to the cause ofvolunteerism. TIJC purpose of the endowment is to strengthen local volunteer centers by providing matching funds to establish local endowment funds, and to support itmovative volunteer programs in Michigan's communities. Funding opportunities are available to MNA members. • Russell G. Mm••by Fum/for Youth Sen>ice and Volunteerism: was established in honor of Russell G. Mawby's outstanding contributions to youth volunteerism. Available to MNA members, the purpose of the endowment fund is to build infrastmcture for youth volunteerism in Michigan; accomplished by supporting new projects and enhancing existing models of youth service through a mini-grant process and the work of the Points of Light Foundation's Youth Engaged in Service (YES) Ambassador. • Venture Grants: mt•arded to MCC member colleges and universities, provide an opportunity to create, implement and evaluate innovative community senrice and service learning projects benefiting students and communities. Awards are granted to individual students, student organizations, faculty, and staff. �• C01poration for National Sen> ice: Learn and Se1w Higher Education Grant: was awarded to Michigan, Indiana, Ohio and Illinois Campus Compact organizations to provide faculty with professional development and course development support while working wi.th colleges and universities to institutionalize community sen•ice and service teaming on their campuses. • Capacity Building Mini-grants: arc awarded to VCM member centers based on seven capacity building themes: leadership, collaboration, diversity, fund development, marketing, impact evaluation, and technology. Public Policy • 1'l1e Michigan Nonprofit Public Policy Initiative: is a collaborative effort led by MNA in cooperation with the Council of Michigan Foundations. The Initiative responds to the following three areas of need: I) To be a neutral source and educator for public policymakers regarding issues that are vital to the nonprofit sector; 2) To be a nonpm1isan link between existing research being conducted at Michigan universities and the public, private and nonprofit sectors; and 3) To produce resources and conduct educational seminars on public policy issues of concern to Michigan's nonprofit sector, residents, and elected representatives. • MNA Public Policy Committee: meets on a regular basis to monitor state and national legislation that affects Michigan nonprofits. • Public Policy Updates: are detennined by the public policy committee, and made available to members in the MNAA!onthly Memo to ,\{embers publication; or in inunediate situations, by special notification via mail and/or fax. Volunteerism • VCM!AmeriCmps: engages youth during after-school hours in efforts to solve community problems and is designed to meet the needs of Michigan's young people, the systems that affect them, and the communities in which they live. • Connec!Michigan, Connect America and the Presidents' Summit for America's Future: links local, state and national initiatives to promote and encourage individuals, organizations, and businesses to strive to make a volunteer "cmmection" through sen•ice. • New Partnerships VISTA: is a program conducted in pat1nership with MNA, Council of Michigan Foundations and Michigan Community Sen•ice Commission. Each VISTA member facilitates and supports multi-sector collaboratives that address local needs, with an emphasis on impacting poverty issues. • Sen>ice Leaming!Volunteerism Clearinghouse: provides a Michigan toll free number (800-YOLUNTEER) to all constituencies seeking information regarding sen•ice learning and volunteerism opportunities. Conferences/Training/Technical Assistance • Regional Trainings: provide an opportunity for MNA members and other nonprofit administrators to nehvork, share current infonnation important to the nonprofit sector, and receive technical assistance information. • Technical Assistance Roundtable/Management Sen>ices Organization (1\180) Network: is a collaboration among major nonprofit technical assistance and MSO orgauizations working to develop a system to evaluate the training needs of organizations tluoughout Michigan, to develop common evaluation questions that would be used by all of the organizations in their programs, to build a statewide training directmy, and to explore the utilization of technology in the delive~y of training and management services. • Grantmakers!Grantseekers Seminar: sponsored by MNA and the Council of Michigan Foundations, explores the dynamics of the grantor/grantee relationship. The goal is to promote communication a11d collaboration �between the two groups while examining the issues and challenges of the nonprofit sector. The conference is offered on the odd-numbered years with the Volunteerism SuperConference offered on the even-numbered years. • Volunteerism SuperConference: is a two-day event cosponsored by VCM and various statewide organizations. The purpose is to convene volunteers who focus on strengthening our communities through service, provides educatimu11 and lu1nds-on workshops, and offers an opportunity to network with colleagues. o Faculty Institute on Sen>ice Learning: is a one day seminar for Michigan's higher education faculty to promote the benefits of service learning, allow participants to discuss individual and institutional support, and highlight models where service leaming is integrated into the curriculum. Faculty and staff are also recognized at the institute for their outstanding efforts to promote student involvement in community service or service learning. • Se11>ice Leadership Conference: is a three-day camp for Michigan's higher education students and staff advisors who work in teams to develop conununity service and service leaming goals and action plans for their campuses. Awards & Recognition • Russell G. Mm1•by Award: was established in 1995, to honor the work and philosophy of Dr. Mawby in encouraging private action for the public good. The sponsor organizations, the Council of Michigan Foundations and MNA, mmually nominate individuals for their civic leadership, impeccable character, and involvement in the support of philanthropy and the nonprofit sector in Michigan. The award is presented at the Governor's Community Service Awards dim1er that is sponsored by the Michigan Community Service Commission. • Student Community Service Awards: celebrated annually, invites MCC member institutions' students and faculty to a reception and awards ceremony in recognition of the students' outstanding contributions to community senrice in their communities. • Community Responsibility Scholarship Program: cosponsored by VCM and Olivet College, recognizes high school students for their community service, civic involvement and individual action in addressing community issues. Each Volunteer Center member has the opportunity to recognize at least five young adults from their community. Member Services • Publications: tl11t are provided or available for purchase include; public policy updates and alerts, MNA minigrant information, MNA brochure and information packet, monthly memo to members, membership directory, nonprofit employment classified ads, 1996 MSAEIMNA Compensation & Benefit Smvey, National Center for Nonprofit Boards publications, and numerous other resource information. o Membership Discounts: include Crain's Nonprofit News subscriptions, ADP Payroll and Tax Services, AT&T Long Distance, Penny Wise Office Supplies, and Hertz Car Rentals. Primary Counties Served: The Michigan Nonprofit Association provides services statewide. �Michigan Campus Compact 30 Kellogg Center East Lansing, Michigan 48824-1022 Phone (517) 353-9393 Fax (517) 355-3302 Email MCC1989@aol.com Acting Director/Contact: Amy Smitter Mission The Michigan Campus Compact (MCC) is a coalition of Michigan's university and college presidents whose purpose is to facilitate, on their campuses, a commitment to community service that witt lead students to develop a life-long service ethic and will promote service-teaming in the curriculum. MCC promotes educational citizenship by helping campuses encourage service and service-teaming experiences, which develop students' sense of civic responsibility. The MCC members believe that direct contact with social problems and efforts to solve them allows students to reflect critically on the world around them and encourage them to take an active role in their communities. These experiences lay the foundation for a life-long ethic of public responsibility and conununity service. Primary Constituents Presidents, faculty, administrators, students, and staff ofMCC member higher edl!cation institutions in Michigan. Objectives/Priorities The Michigan Campl!s Compact endeavors to use the collective expertise and experience of its participating campuses (universities and colleges) in establishing a conunon base of knowledge from which to build a more effective conununity service network by: • Linking college and university students, staff and faculty to their surrounding conununities through community service and service-teaming activities. • Developing student leadership through statewide action oriented networking groups, conferences, workshops, and intemships. • Enhancing community service learning and volunteerism by recognizing and rewarding faculty, staff and students of member higher edl!cation institutions in Michigan. • Fmthering the development of community service and service-learning programs in the State of Michigan by sub-granting monies for direct service initiatives, research and evaluation, and curriculum initiatives. • Encouraging the development of grassroots community service and service-teaming programs. Programs in Operation • Training and Development/Conferences - MCC provides Consultant Service, Seminars/Workshops, MCC Student Service Leadership Conference, and the Faculty Institute on Service Learning. The MCC director provides consultant service by consulting each member institution about ways to strengthen or expand its conmmnity service program. Members receive at least one on-site visit a year from the director ofMCC. MCC sponsors numerous workshops and conferences on important issues including mentoring, integrating service into the curriculum, and leadership development. Atmually, the MCC Service Leadership Conference engages over I 00 students from across Michigan in developing ammal action plans for community service efforts on their respective campuses. The Faculty Institute is held annually for faculty from higher education institlltions throughout Michigan. Its purpose is to discuss methods of infusing service into the curriculum and means of creating institutional support for those faculty that incorporate service teaming into their curriculum. �• Student Community Action Network- The Student Community Action Network (SCAN) is a leadership development program. It is an action-oriented, student-focused task force composed of two students from each member institution, established to insure that students' voices in Michigan are heard. SCAN provides a fomm for students statewide to participate, network, collaborate, and disseminate information. Monthly meetings, led by students, also contain an educational component. SCAN sponsored the first Student Service-Learning Winter Workshop in January 1996 and presented "How to create a Statewide Network" at the 1997 Campus Outreach Opportunity League (COOL) Conference. • Grants - MCC awards Venture Grants to individuals or groups from member institutions to encourage the development of innovative public and community service projects. Students, faculty, or staff may initiate projects. Funded projects may include direct service activities, research and evaluation, curriculum initiatives, leadership training and the testing of model programs. From 1989 to 1995, through financial support from the W.K. Kellogg Foundation, MCC funded 130 Venture Grants totaling $400,000. MCC has recently been awarded two faculty and staff development grants. The John Fetzer Institute awarded a grant for "Exploring the Connections of Spiritual Fornmtion and Service within Collegiate Service Learning Conmmnities." The second grant was awarded to Michigan, Indiana, Illinois, and Ohio Campus Compacts for a Corporation for National Service: Learn and Serve Higher Education grant. • Opportunities for Networking- Meetings, seminars, and workshops are scheduled throughout the year to facilitate the discussion of ideas for MCC's Advisory Council members (Student Community Action Network, Curriculum Development Conmiittec, Connnunity Service Coordinators, Council of Presidents). MCC also manages a list serve for presidents, faculty, staff and students ofMCC member institutions. • Recognition + Student Community Service Awards- MCC arumally recognize its member institution's students at the Annual Recognition Ceremony for their outstanding contributions to conununity service in their conununities. + • Faculty/Staff Community Service Learning Awards - MCC also recognizes the outstanding faculty/staff who promote student involvement in c01mnunity service or service-1eaming at the Ammal Faculty Institute on Service Leaming. Resource LibrOIJ'- MCC has a Resource Library, which functions as a statewide clearinghouse, providing resource materials from a variety of sources to its member institutions. A resource bibliography details academic, technical, and practical information. MCC also distributes materials from the national Campus Compact and other affiliates, such as Youth Service America. h1 addition, MCC plans to publish two quarterly newsletters and informational pamphlets, as well as summaries of funded projects and an annual report. �VOLUNTEER CENTERS OF MICHIG9N 29 Kellogg Center East Lansing, MI 48824-1022 Phone: (517) 353-9277 Fax: (517)355-3302 www. vcm.mna.msu.edu Volunteer Centers o,(Michigan is affiliated with Michigan Nonpro,fit Association Purpose: Volunteer Centers of Michigan's primary purpose is to support local volunteer centers in their efforts to mobilize people and resources to deliver creative solutions to conununity problems. Mission: The mission ofVCM is to strengthen existing volunteer centers, to provide leadership in developing new centers, and to promote and strengthen voluntcerism statewide Primary Constituents: VCM's primary constituents are the 30 volunteer centers that are members of the state association. VCM Programs and Services: • Member mailings • Quarterly Meetings • Annual Retreat • Resource Library • Regional Trainings • Volunteerism SuperConference • C01mectMichigan • Local Consultations • Youth Service • VCM AmeriCorps: Michigan's AmeriC01ps • George W. Romney Fund for Volunteerism in Michigan • New Partnerships VISTA • MAYA (Michigan Association of Volunteer Administrators) Programs that are common to Volunteer Centers: • Volunteer Leadership Convenor- Volunteer Centers act as a neutral convenor enabling a conmmnity's volunteer leadership to collaborate on solving serious social problems. • Volunteer Mobilization- Volunteer Centers recmit and refer individuals and groups to various non-profit organizations that address conununity needs. Many local Centers have specialized program areas that work specifically with youth, elderly, corporate and court-referred volunteers. • Volunteerism Clearinghouse- The Volunteer Center is also the clearinghouse for infommtion regarding agencies and services in a community. The clearinghouse is essential in building public awareness and an understanding of the importance of volunteerism. • Training Events- Volunteer Centers provide teclmical assistance to the nonprofit conmmnity. This technical assistance and training includes topics such as volunteer program development, board training and nonprofit management. • Recognition- Volunteer Centers provide a central focus for recognizing volunteers. Centers have worked with local agencies and media to develop formal and informal methods for celebrating the accomplislnnents of volunteers. Many Volunteer Centers provide service projects and recognition events in conjunction with "Make A Difference Day" and "National Volunteer Week" � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA_AE_2000-02-11_MNA-Volunteer-Alliance-Committee-2000 Title A name given to the resource ConnectMichigan Alliance 2000-02-11 MNA Volunteer Alliance Committee 2000 Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource ConnectMichigan Alliance 2000-02-11 MNA Volunteer Alliance Committee 2000. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49408 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Date A point or period of time associated with an event in the lifecycle of the resource 2000-02-11 https://digitalcollections.library.gvsu.edu/files/original/71ee84bed8abd2d44d4100a4bc785261.pdf 20f89315553fed9591302ce438a1724f PDF Text Text Robin Lynn Schultheiss From: Sent: To: Subject: The Volunteer Center of SW Michigan [volunteercenter@qtm.net] Friday, February 18,2000 10:31 AM Robin Lynn Schultheiss Re: Alliance meeting follow-up Robin Lynn It was suggested by Sam that if we had any concerns as a result of the meeting to get with one of you. Here's mine: 1. If MCSC has refused (or dragged their collective feet, at the very least) over a period of over two years to appoint a VCM member to the Commission, what should lead us to believe that they have the very best interests of the field of Volunteer Centers at heart now? This issue is a real sticking point with me. I have heard all of the statements about it requiring the legislature to approve the appointment, but if it was someone they were hot to add to the Commission, i t would happen overnight. Enough said. 2. Nothing came up about the need for the money to be held in a Community Foundation as opposed to a state trust fund - I thought about it but was hesitant to bring up still another sticky issue, given the atmosphere of the meeting. Where are we on that issue? 3, I have no problem at this point with MNA keeping control of Superconference as long as the Alliance has substantial input into content and development. 4. Having said all of this, I am very interested in seeing this through to fruition! It can happen if everyone keeps their eyes on the real goal. Kathy Rossow P.S. I don't have Sam's e-mail address handy, so would you mind forwarding this to him? Thanks! 1 �The Alliance An Overview to Date Prepared for VCM Operating Council September 15, 1999 Background: In the past decade, Michigan has seen the development of a number of statewide infrastructure organizations focusing on the promotion of volunteerism and community service. The Michigan Campus Compact was developed in 1989 to recognize the service contribution institutions of higher education were making to their communities. A few months later, a small group of community based volunteer centers began the Volunteer Centers of Michigan. A year later, the Michigan Nonprofit Association (known then as the Michigan Nonprofit Forum) was developed to enhance the understanding of the nonprofit sector lnclud,ing the advancemen.t of philanthropy and volunteeri.sm. Fmally in 1991, newly elected Governor John Engler created by Executive Order the Michigan Community Service Commission. Over the years, all four organizations have worked collaboratively with one another. In the mid" 1990's, both VCM and MCC entered into partnerships wi.th the Micb,igan Nonprofit Association. These partnerships have strengthened all three organizations and bave resulted m immense admin.istrative savings. In addition to the adm.il\istrative savings, the programs and activities of all three organizations have been enhanced by this unique partnership. · Under new leadership, the Michigan Nonprofit Association (and it's affiliates) and the Mic\ligan Community Service Commission have m.ade a con.certed effort for more in.tentional and effective partnership. As th.e field of service continues to c\lange and be c\lallenged by "ou.tside influences," serious conversations between MNA and MCSC have occurred regarding the need for a s.ustainable support system for existing and developing volun.teer initiatives. Three primary motivators • the need to provide well-rounded support services to the volun.teerism field; the desire not to dupHcate services and programs; and potential changes in federal programs that st~pport volunteerism -lead to a reasonable conclusi.on that we can be much more effective as a ulillf\ed front than as two separate entities. However, i.t is also acknowledged that some activities/functions MUST remain separate again, for the greater good of the field. What seems to make the most sense is the develop~nent of a third entity that would absorb common functions of MNA and MCSC, while maintaining its neutrality and program-focus. This conceptual organization, unofficially dubbed "The Alliance" for purposes of conversation, bas received a great deal of support from sector leaders and partner organizations, and the official stages of planning have begun. Proposed Timeline: • • • • • • • • • June 1999 - Conversations between MNA and MCSC leadership begin. July/August 1999- Seek general conceprual support from the Governor, Ms. Engler, MNA Chairperson, VCM Executive Com.atittee and MCSC Executive Committee. September 1999 -Proposal is brought to MCSC, MNA Board, VCM Operating Coundl, and MCC Council of Presidents for feedback. October/November 1999 - Administrative and program strucrure drafted, fund development plan outlined. November 1999 -Hire legal consultant and draft articles of incorporations and bylaws. December 2000 - Revised plan is presented for approval to MCSC, MNA, VCM and MCC. January 2000- Fund Development process begins ~legislative and private). October 2000 -"The Aliliance" is born with Jllhase I of fund:lng (legislative). October 2001 -· "The Al'liance" achieves fi:dl funding. �Michigan Volunteer Alliance A dialogue between the Michigan Community Service Commission Michigan Nonprofit Association Michigan Campus Compact Volunteer Centers of Michigan February 16, 2000. George W. Romney Building Michigan Room I. Welcome and introductions Michelle Engler, First Lady of Michigan II. Brief Description of Concept and Development Kyle Caldwell, Michigan Community Service Commission Sam Singh, Michigan Nonprofit Association III. Mission Why should we form an alliance? What impact will "it" have? IV. Organization What should an alliance organization do? How will ~'it" be governed? How will "it" be supp01ted? v. Resource Development What will it cost? How will "it" be funded? Who will gamer the funds to support "it''? VI. Next Steps � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA_AE_2000-02-13_VCM-Meeting-Followup-with-Concerns Title A name given to the resource ConnectMichigan Alliance 2000-02-13 VCM meeting follow-up with concerns Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource ConnectMichigan Alliance 2000-02-13 VCM meeting follow-up with concerns. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49409 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Date A point or period of time associated with an event in the lifecycle of the resource 2000-02-13 https://digitalcollections.library.gvsu.edu/files/original/56425b1f652cb40747aaae974c84f328.pdf 6c073aed69cbfb597b6d7feb5a84d380 PDF Text Text �~·Jht · · · s:t:~ f 41es ('_ t r·tJ t4 "-rll~7 4 ·~ft!-~~ ~e~- ~ k'~u . . . . '--# aOClJ~ddZF /~~/~mil--s -~zt:~ ~. 1 -.dr.f ~tfU.J ~~ ~swoA- - ~ /)f. /kze:6tJ.tt ~~~ f';:tg'~~ ;J~cu~~ ... &4tt( ~ ~~- ~;4-- ~-~Cfl'-d . . . /'/0~~ ~6~ ~~- u)~ ~ ~ ~d~~ ~ # U$J? v'-C .. I ~~/~~..,& ~~~:=' -c~~~~?~~i:4~-= aaca& /a tlttr~ ~· I ~ /_,;~.1 &yo~j /.'/ ~ cyf>v. C! .· ''w/d"¥g/4_ /dU/';u ~/«NI-t?;- 1/r. P)'L ~-,Uri;~~"-~ ~tf~ or?}~~~ ~ ~ ~~g I cY 3)1;0~ ��Aaron Cantrell, Kat, 04:53 PM 7/19/99 , Executive Committee Meeting To: Aaron Cantrell, Kathy Rossow, Karen West, Cathy Brown From: Robin Lynn Schultheiss <rlschult@pilot.msu.edu> Subject: Executive Committee Meeting Cc: Bee: Hello, all! I apologize in advance for such a lenghty email, but it's easier to make sure you all get the same information this way, and I don't have to play phone tag. I am writing in follow-up to earlier communication regarding our executive committee meeting that we need to have prior to our 9/15 VCM meeting. Initially, we were planning on a conference call, but due to the addition of a new agenda item, we need to meet face to face {see below} . We should all plan on a "full-day" meeting {10-3ish) : l1NA will provide mileage reimbursement and will cover lunch. Please let me know what day(s) you could be available for such a meeting. I am on vacation the week of August 9-13; Kathy R. is on vacation the next two weeks. So, we are looking at August 2-5 or August 30, 31, September 1 or 2. Our agenda will include a number of items in planning for the September 15 meeting. The new topic on the table (Sam will be joining us for this portion) is the recent series of discussions that has happened between MNA (Sam 1 with my input along the way) and MCSC (Kyle)for a possible affiliation of sorts. Early stages of conversation indicate that there is the potential for a "third entity" focusing on volunteerism to be created. This would incorporate MCC, VCM 1 and MAVA from the MNA side 1 and Make A Difference Day 1 Adopt A Part of Michigan, and other volunteer-based initiatives from the MCSC side. VCM is in a prime position here: we want and needs your input. There is potential for a substantial endowment fund to support volunteer initiatives and state infrastructure (technology grants?!!), as well as providing additional staff for fund development and technical assistance. THIS IS ALL IN CONVERSATION STAGES: we want to present preliminary models to VCM, MNA Board and MCSC Commissioners in September 1 and hope to FINALIZE plans by December. This "entity" would probably be separate from MNA and MCSC, seen more as a partner at the table than anything. However, there are some things we {VCM) want to advocate for in the development of this skeleton and further "meat on the bones" discussions 1 including VCM governance mechanisms, etc. I hope you will all agree that this justifies a face-to face meeting. Sam and I need to hear any concerns and all of your suggestions. This could be an incredible step forward for volunteerism in the state, with vc•s at the helm, but we need to do it right, and we need to know what are issues to be negotiated and what are "say no thanks and walk away" types of issues. Feel free to call me with any questions or if you want to discuss this further before the meeting. Most of what I know is summarized here, but I would be happy to chat. However 1 this is not "public knowledge" at this point 1 since we haven't spoken with our full boards or committees, and we are really still exploring the concept. Please refrain from "outside conversation" regarding this issue until we have something solid to present. Honestly, if you all come to the table and say "absolutely no way" it would significantly hamper the likelihood of this going through. So 1 once more - when are you available? Thanks for your quick response ... rls P.S./FYI - beginning the third week of August, I will be moving to a four-day work week {Mon-Thurs, ideally). I am developing a work plan in the meantime to ensure that everything is covered. Just wanted to let you know. Printed for Robin Lynn Schultheiss <rlschult@pilot.msu.edu> 1 �j/:_;6 ()Jk__u o.J1 -J... I/!JJ/ ~~;z/f .. ;A-tvd ~?A!AJ;f ~ ~ tfb j'(d/(J YI'J ~ ~ ~~ ~·· ~ /Itt q/LU #~ ~ ~-4- I -/~ ~ o/;vc/0f_,_Yvfddf~7t ~ ~ ... {J~~ w-e r ~~ AIAJA- .. -)4r £7~0/--~;, c;/~ I -7.~~<- o£ , '----7. LJc/U~~(!(! v~ ~'s ~ ~ . . ~tt~ ·•~w/r,·r . . D . . . ~ 6£VL. A-z-;, _ _. ~f/ '-'T./' . 0-z:;L ·i/o..£1~~-ro~,f.? ., n ~t&~ d- .. .. ~ ~... . .-· . -i-Afesc__ = ~ _____.~. . , ., v~~l L. ;, ·r . - 1 ~s ~ '7 • ~.·~~~~~ .~ \~ ~I ;_ /vfT-: �29 Kellogg Center East Lansing, Ml48824-1022 (T) 888-242-7075 (F) 517-355-3302 Website: www.vcm.mna.msu.edu Volunteer Centers of Michigan Fax To: Kathy Rossow From: Robin Lynn Schultheiss Fax: Pages: 2 Phone: Date: 0 Urgent 0 For Review 07/27/99 0 Please Comment 0 Please Reply 0 Please Recycle A visual to help with our conference call ... Talk to you in a few minutes! Rls �Volunteer Alliance (5 member board incorporated by :MNA and MCSC) MCSC • National Service • AmeriCorps • Grantmaker Role • Learn And Serve Alliance • • • • • • • • • • • VCM K-12 Service Learning MCC Romney Fund Governor's Service Award Volunteerism Clearinghouse ConnectMichigan National Volunteer Week Volunteer Investment Grants Venture Grants Make A Difference Day MNA • Public Policy • Technical Assistance • Member Services • Research �Michigan Nonprofit Association Executive Committee Friday, January 21, 2000 Kellogg Center, East Lansing 9:00a.m. Agenda 1. Welc.ome and Call to Order Anne Rosewarne 2. President's Report Sam Singh 3. Volunteer Alliance Sam Singh 4. Space Allocation Sam Singh 5. Long-term finances Sam Singh 6. Adjourn S:\WINWORD\COMMITIE\EXE0.agenda e.xeo m!g 1·21-00.doo Anne Rosewarne �r'.Ui Memo to Kyle Caldwell re Mi¢hig MEMORANDUM TO: FROM! RE: DATE: Kyle Caldwell Sandra M. Cotter (374-9129) The Alliance: Initial Steps January 20, 2000 The Michigan Community Service Colll.ll1ission ("MCSC'') and the Michigan 1\'onprofit Association ("MNA") have discussed forming a third entity that would absorb the two 01-ganizations' common functions. You have called this third entity "The Alliance," and for purposes of this memorandum, I will use the sante term. Recognizing that final decisions have not been made concerning all aspects ofThe Alliance, we have discussed some of the nuts and bolts of forming a third entity. We determined that The Alliance should be an incorporated organization that qualifies as a tax exempt organization under Section S0l(c)(3) of the Internal Revenue Code. We also discussed some aspects of fundra.ising and concluded that a Charitable Solicitation License from the .Michigan Attorney General may be required. You asked that I prepm a memo setting forth the initial steps for this effort together with questions or concerns at each step. This memo addresses your request Should ycu require clarification or if you have additional questions, please let me know. I. Jncorvnrate: Arlicles ofIncorporation must be drafted, executed, and filed with the Michigan Department of Consumer and InduSli)• Services. Provided that we apply for Section 50l(c)(3) status within 15 months of incorporating, the date of incorporation will be the date the Internal Revenue Service ("IRS") uses as the date on which donors cao rely for tax deductibility purposes. It is also the date the IRS will use to commence t1w five year Advance Ruling Period for determination as a public charity or private foundation. (Public charities are treated more favoni&}y under the IntmlalR.evenue Code, so if it is possible to achieve this status Wlder tlw financing plan, that should be the status sought by The Allian~.) The Articles ofIncorporation are considered the "organizing" instrument. Bylaws for the operation of the corporation must also be adopted. ----- �Memo to Kxle CaldWell re Michl A. Questions concerning the Articles ofIncorporation: 1. Wlll the corporation be a membership or directorship organization? Because you desire a strong executive board, a directorship corporation would make the most sense. The corporation would be managed by its directors. 2. What isiare the corporation's purpose(s)? The purposes must be set forth with specificity aud must meet the statutory requirements of Michigan and Federal law. 3. Does the corporation wish to limit liability for the good faith acts of its volunteers? Michigan law permits such limitation but does not require it. 4. Who is/ate the incorpol'lltor(s)? The incorporators can be related to the organization or not. As the attomey drafting the Articles, I can also be the incorporator. 5. What is the corporation's registered address and who is the resident agent at that address? 6. What is The Alliance's legal nmne? Will there be an assumed name? 7. To set forth its importance, we should include an a.tlicle about the "appointment" process for members of the board of directors. I understand that the initial board of directors will be appointed by MCSC and :MNA. How many board members will there be? How many appointed from each of the original organizations? For how long will the initial board serve? What happens after the initial board members complete their teuns? B. Issues concerning the Bylaws: 1. Standard Bylaws for a SectionSOl(cX3) organization likely will make sense for The Alliance. A sample is attached to this memorandum. Specific to The Alliance will be operational information concerning the board of directors and the executive board. 2. Depending on how the financial operations will be set up, The Alliance may wish to include specific infounation on finances and reporting. 3. Specific information concerning the activities of the Executive Director and other employees can be set forth in the Bylaws or may be included in a separate document. C. Issues concerning corporate organization: 1. We will need to supply the names and addresses of the members of the initial Board of Directors. Pa e 2 �t'.ULI Memo to Kyle CaldWell re Mlehig 2. We will need to supply the names and addresses of the officers of the corporation. 3. Organizing resolutions must be adopted by the Board. These resolutions would address such items as the election of officers, the adoption of the By/q,vs, directions to proceed with filing the application for tax exempt status, establishing an initial bank account, and like matters. II. Application for Recognition of Exempt Status: IRS Form 1023 is tbe docmnent through which an organization must apply for tax exempt status under S~tion 50l(c)(3) of the Internal Revenue Code. The application fee ibr an exemption request is $500.00. A copy of Package 1023, of which Form 1023 is part, is included for your reference. This form will become a public record and must be made available to anyone who requests it. A. Issues concernine tax e:umpt status: I. If tax exempt status is earned, the organization will be required to file 811 annual Retw11 ofExempt Organization with the IRS on Form 990. The return, except for the page identifying contributors of more than $5,000.00, is subject to public disclosure. Form 990 is similar to the Form 1040 that individual taxpayers file. Assuming the organization chooses a fiscal year that matches the calendar year, the return will be due on May 15 for the previous year's activities. 2. It is advisable to have a Certified Public Accountant engaged to prepare the Form 990 for the organization. 3. The information contained in Form 990 is the basis for the annual reports filed with the Attorney General to renew the solicitation license (discussed below). B. Questions concerning Fonn 1013: I. The organization's purposes must be set forth with great specificity. We cannot simply restate the purposes stated in the Articles. We will have to detail planned activiti~s addressing "what," "when," "how," and "where." 2. The financial support and fundraising plans will need to be set forth. 3. Proposed budgets for the current year andior-tbe next two years must be developed and disclosed on Form 1023. 4. The organization will need to determine whether it wishes to "influence legislation" (i.e. lobby). It may be a legitimate part of the organization's function, so due consideration should be given this question. If the Page 3 �r. v:. Memo to Kyle Caldwell re Mlchig organization decides tbat it may wish to influence legislation, such activities cannot be a "substantial part" of the organization's work. Since ''substantial part" is not a well defmed term, the organization should elect to be judged under Section 50 !(h) of the Code, in which case an ''expenditure test" is utilized. A separate IRS form is filed to make that election. III. State of Michigan License to Solicit Charitable Donations: If you detennine that The Alliance will solicit contributions from the general public, it is likely that a License to Solicit Donations will be required. The license is issued by the Attorney General upon application. For your reference, I have enclosed an Initial Chariwble Trust/Charitable Solicitation Questionnaire. Upon filing this questionnaire, the Attorney General will advise an organization whether a License is required. License applications for new organizations are not complex. If a License is required and issued, the License must be renewed annually. As indicated in Section II above, the federal Return foilllS the basis for questioll9 on the renewal application which addresses revenues and expenditures of the organization. As will the federal tax forms, the Attorney General filings are also subject to public disclosure. LA\60121.1 ID\SDM Page 4 �Michigan Volunteer Allia~~tt Timeline and Outcomes revised Janumy 19, 2000 TlmeFnune Goai/Objediye Gail~ Key Sltlke1wlder Sllf11107t Sfacel (Av.g. 1999 - Jan. 24180) Next Step Progress 4111 Outoome -- --- MCSC- Formal Resolution Charge staff to investigate •MCSC fC8Sl'bility • Governor of MichigiDl Ezploring the Poulbililks •MNA Meetings bc:twem Governor and IeadersbipofMCSC and MNA Governor-~ Charge staff to investigate MNA- Fonnal Resolutioo EndOISeiiiellt - feasibility -- MCC-Formal Resolution Cl!arge 8laff to investigate •MCC feasibility •VCM btvestigate Ft!08ibility and Legal~ns ---- - -- -··-·~ ---- -- Cl1arge staff to investigate lasibility VCM- Fonnal Resolution Informal review of PA 219 & MNA bylaws and articles of incorporation revealed no significant bmrie.ts. Wrilll:n confirmation of findings oflbe informal review. - -- --. - ---- -·- - - .. --- �-··-----T·------·-·· - - - Stage2 (Feb. 2008- Sept. 2000) • Fonnal resolutions from all stakeholders SUl_lJX>rting the Alliance and stalmg their willingness to participate. • Outline tbe draft articles of iiiCOtpOilltion and by! aws. Build Volunteer Allialu:e CoaliiWn • Reauil Board of Trustees Suggest appointing a womng group to provide feedback and oversight to incotpOration process. • Adopt articles of incolporation. Apply to tbe IRS for 501 (c) 3 designation. f--------'--------1---·-·--·-------f-·-A~p~pol~·nt Board of Trustees Governor includes a $10 million stale appropriatioos in n:commended budget foc Volunteer Alliance Endowment Match funds. • Passage ofCrovemor•s FY 2000-2001 bndgetorFY2000 Suggest appointing a woricing group roc fund raising • Build Strategy foc raising match ftom the private sector. • Seane professional mchnical assistance fO£ fund raising campaign. ---··---11 • Engage in capital campaign liom tbe private seclo£ to match public sector funds. • Engage a foundation to bouse (at least) the private fund<; raised. • Develop and opaationalize investment siJlllegy for the endowment. C8mpalgll. Secure Fbtalld.al Support Stage3 (Od. 21000 -Feb. 2001) Assmnbling All the Pieces S«ure Pemuute~t~ Requesred additional space and included in MCSC's office expansion plans. Home supplemenlal. • Dctemtine need of other organizations. • Work ont sbort- and long-tenn office ·- ·-··-_.__ --·· ·-··- ·--·------.L....--------·---.1-2 �MNA Executive Committee Meeting Alliance Discussion January 21, 2000 �MNA Executive Committee Meeting Alliance Discussio11 January 21, 2000 I. Alliance Overview II. Governor's Challenge III. MNA's Strategy IV. Five Phases of a Typical Capital Campaign 1. Pre-Campaign Planning 2. Feasibility Study 3. Organization and Development 4. Solicitation 5. Post-Campaign V. Are We Ready/Getting Ready? Issue: Image and Reputation Issue: Case for Support Issue: Leadership Issue: Prospects VI. Top 10 Reasons Why Campaigns Fail 1. Pre-determined Number of Prospects and Giving Level- "If we need $1 million, all we need to do is get 1,000 people to each give $1,000" 2. Assume Interest, or Lack Thereof, of Prospects 3. Half-Baking- "Let's do the first part and then see how that goes before we decide how to do the rest of it" 4. Flinching- "There's no way I can ask anyone for that much money" 5. Omitting One or More of the Three Essential Commitments - Time, Talent and Treasure 6. Failure to Establish Timeframe for Completion 7. Failure to Recognize the Real Challenge of a Capital Campaign 8. Failure to Establish the Uniqueness of the Capital Campaigns 9. Placing More Faith in Publicity than in the Ask 10. Failure to Invest in Professional Council VII. Do We Need A Fund Raising Consultant � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA_AE_2000-02-16_Concerns-About-Alliance-Notes Title A name given to the resource ConnectMichigan Alliance 2000-02-16 concerns about alliance notes Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource ConnectMichigan Alliance 2000-02-16 concerns about alliance notes. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49410 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Date A point or period of time associated with an event in the lifecycle of the resource 2000-02-16 https://digitalcollections.library.gvsu.edu/files/original/c0af67bab583d55adc7cc306b5f2f0e8.pdf 6ab61b9c369ba09661fdb7cfbd8ca6f8 PDF Text Text Michigan Volunteer Alliance A dialogue between the Michigan Community Service Commission Michigan Nonprofit Association Michigan Campus Compact Volunteer Centers of Michigan February 16, 2000. George W. Romney Building Michigan Room I. Welcome and introductions Michelle Engler, First Lady of Michigan II. Brief Description of Concept and Development Kyle Caldwell, Michigan Community Service Commission Sam Singh, Michigan Nonprofit Association III. Mission Why should we form an alliance? What impact will "it" have? IV. Organization What should an alliance organization do? How will "it" be governed? How will "it" be supported? v. Resource Development What will it cost? How will "it" be funded? Who will garner the funds to support "it"? VI. Next Steps �Memo to Kyle Caldwell re Michig MEMORANDUM TO: fROM: RE: DATE: Kyle Caldwell Sandra M. Cotter (374-9129) The Alliance: Initial Steps January 20, 2000 The Michigan Community Service Commission ("MCSC'') and the Michigan Nonprofit Association ("MNA") have discussed forming a third entity that would absOrb the two organizations' common functions. You have called this third entity "The Alliance," and for purposes of this memorandum, I will use the same term. Recognizing that final decisions have not been !llade concerning all aspects ofThe Alliance, we have discussed some of the nuts and bolts offo:ming a third entity. We determined that The Alliance should be an inCOIJX>ratcd organization that qualifies as a tax exempt organization under Section 50l(c)(3) of the Internal Revenue Code. We also discussed some aspects of fundraising and concludtxl that a Charitable Solicitation License from the Mi.cblgan Attorney General may be required. You asl<ed that l prepare a memo setting forth the initial steps for this effort together with questions or concerns at each step, This memo addxesses your request Should you require clarification or if you have additiolllll que8tions, please let me know. I. Jncorpnrlt$: Atticles ofIncorporation must be drafted, executed, and filed with the Michigan Department of Consumer and Industry Scrvic~ Provided 1hat we apply for Section 50 l(c)(3) status within 15 months of l.ncorporating, the date of incorporation will be the date the Internal Revenue Service (''rRS") uses as the date on which donors can rely for tax deductibility purposes. It is also the date the IRS will usc to commence the five year Advance Ruling Period for' determination as a public charity or private foundation. (Public charities are treated more favorably under the InWuaL&yenue. Code, so if it is possible to achieve this status Wldor the financing plan, that shoUld be the status sought by The Alliance.) The Articles ofIm:orporatlon are considered the "organizing" lnstrllll\mt. Bylaw$ for the operation of the corporation must also be adopted. �Memo to Kyle CaldWell re Mlchig A. Quesdon11 concerning the Articles ofJncorporuJwn: 1. Wtll the corporation be a !llembership or directorship organization? Because you desire a strong executive board, a directorship corporation would make the most sense. The corporation would be managed by its directors. 2. \\lbat i&la:re the corporation's purpose(s)? The purposes must be set forth with specificity m1d must meet the statuto!)' requirements of Michigan and Federal law. 3. Does the corporation wish to limit liability for the good faith acts of its volunteers? Michigan law permits such limitation but does not require it 4. Who !&fare the iucorporator(s)? The incorporators can be related to the organization or not. As the attorney drafting the Articles, l can also be the incorporator. 5. What is the corporation's registered address and who is the resident agent at that address? 6. What is The Alliance's legal name? Will there be an assumed name? 7. To set forth its impOrtance, we should include an article about the "appointment'' process for members of the board of directors. I WJ.derstand that the initial board of directors will be appointed by MCSC and 1\mA. How many board members will there be? How many appointed from each of the original organizations? For how long will the initial board serve? What happens after the Initial board members complete their tenns? B. Issues eoneeming the Bylaws: 1. Standard Bylaws for a Section 50l(cX3) organization likely will ri1ake sense for The Alliance. A sample Is attached to this memorandwn. -Specific to The A!Uance will be operational information concerning the board of directors and the executive board. 2. Depending on how the financial operations will be set Up, The Alliance may wish to include spccific infonnation on finances and reporting. 3. Specific information concerning the activities of the Executive Director and other employees can be set forth in the Bylaws or may be included in a separate document. - - --~~---------C. Issues eoneerning eorporate orwanization: !. We will need to supply the names and addresses ofthe me!llbers of the initial Board of Directors. Pa e 2 �Memo to Kyle CaldWell re Mlehig Page 3 2. We will need to supply the names and addresses of the officers of the corporation. 3. Organizing resolutions must be adopt~ by the Board. These resolution$ would address such items as the election of officers, the adoption of the By/([II'S, diiectiocs to proceed with filing the application for tax exempt status, establishing an initial bank account, and like matters. [!, Applic.a1ion for Recopjtion of Exempt Status: IRS Form 1023 is tbe doclD!lent through which an organization must apply for tax exempt status under Section 50l(c)(3) of the Internal Revenue Code. The application fee fur an exemption request is $500.00. A copy of Package 1023, of which Form 1023 is part, is included for your reference. This form will become a public record and must be made available to anyone who requests it. A. Issues con~rning tax exempt status: I. Iftax exempt status is earned, the organization will be required to file an annual Return of&empt OrganizaHon with the IRS on Form 990. The return, except for the page identifying contributors of more than $5,000.00, is subject to public disclosure. Form 990 is sintilar to the Form 1040 that individual taxpayers f!le. Assuming the organization chooses a fiscal year that matches the ealendal' year, the return will be due on May 15 for the p!'OYious year's activities. 2. It is advisable to have a Certified Public Accountant engaged to prepare the Form 990 for the organization. · 3. The information contained in Form 990 is the basis for the annual reports filed with the Attorney General to renew the solicitation license (discussed below). B. Questions concerning Form 1013: 1. The organization's pwposes must be set forth with great specificity. We cannot simply restate the purposes stated in the .A.rtlcles. We will have to detail planned activities addressing "what," "when," "how," and "where." 2. The financial support and fundraising plans will need to be set f'Orth. 3.. Proposed budgets for the current year and for the~ next' two years must be developed and disclosed on Form l 023. ~ ......._ ___/ 4. The organization will need to determine whether it wishes to "influence legislation" (i.e. lobby), it may be a legltinla!e part of the orgaoi7.ation's function. so due consideration should be given 1his question. If the �Memo to Kyle Caldwell re Michlg organization decides that it may wish to influence legislation, such activities cannot be a "substantial part" of the organization's work. Since ''substantial part" is not a well defmed term, the orgl).nization should el~t to be judged under Section 50 !(h) of the Code, in which case an ''expeaditwe test" is milized. A separate IRS form is filed to make that election. IlL State of Michigan License to Sol!clt Charitable Donations: If you determine that The Alliance will solicit cootributions from the general public, it is likely that a License /I) Solicit Donations will be required. The license is issued by the Attorney General upon application. For your reference, I have enclosed an Initial Charirable Trust/Charitable Solicitation Questionnaire. Upon filing this questionnaire, the Attorney General will advise an organization whether a License is required. License applications for new organizations are not complex. If a License is required and issued, the License must be renewed annuaUy. As indicated in Section II above, the federal Return fonns the basis for questions on the renewal application which addresses revenues and expenditl@S of the organization. As will the federal tax forms, the Attorney General filings are also subject to public disclosure. l..A\60121.1 ID\SDM Page 4 �MICHIGAN NONPROFIT ASSOCIATION 29 KELLOGG CENTER EAST LANSING, MICHIGAN 48824-1022 Phone: 517/353-5038 Fax: 517/355-3302 MNA Volunteer Alliance Subcommittee Members 2000 Dr. Edward 0. Blews, Jr. President Association of Independent Colleges & Universities of Michigan 650 Michigan National Tower Lansing, MI 48933 517/372-9160 Fax: 517/372-9165 Ms. Anne Rosewame President Michigan Health Council 2410 Woodlake Road, Suite 440 Okemos, MI 48864-3997 517/347-3332 Fax: 517/347-4096 Email: anne@mac.org Mr. Justin King Executive Director Michigan Association of School Boards 1001 Centennial Way Suite 400 Lansing, MI 48917-9279 517/327-5900 Fax: 517/327-0775 Email: Jking@masb.org Mrs. Kathryn Rossow Executive Director Southwestern MI Volunteer Center 1213 Oak Street Niles, MI 49120 616/683-5464 Fax: 616/683-1220 Email: volunteercenter@gtm.net Dr. Leonard Plachta President Central Michigan University Warriner Hall 165 Mt. Pleasant, MI 48859 517/774-3131 Fax: 517/774-3665 Email: Leonard.E.Plachta@cmich.edu Dr. Glenn Stevens Executive Director Presidents Council State Universities of Michigan 230 N. Washington Square, #302 Lansing, MI 48933 517/482-1563 Fax: 517/482-1241 Email: pcsum@msu.edu �MICHIGAN COMMUNITY SERVICE COMMISSION George W. Romney Building 111 South Capitol Avenue Lansing, Michigan 48913 Phone: (517) 335-4295 Fax: (517) 373-4977 MCSC Executive Committee Members Volunteer Alliance Working Group Mrs. Michelle Engler, First Lady of Michigan Chairperson Michigan Commmlity Service Commission George W. Ro1m1ey Building, 4th Floor Ill S. Capitol Avenue Lansing, Michigan48913 517-335-4295 Fax: 517-373-4977 Mr. Terry Pruitt, Jr. Dow Corning Corporation 1469 Allendale Drive Midland, Michigan 48630 517-496-8827 Fax:517-496-6109 Ms. Dorothy A. Johnson Council of Michigan Fom1dations I South Harbor Avenue, Ste. 3 P.O. Box 599 Grand Haven, Michigan49417 616-842-7080 Fax: 616-842-1760 Ms. Julie F. Cmnnlings LoveliglJt Foundation 2405 Fisher Building Detroit, Michigan 48202 Dr. Joel Orosz Philantrhopy and Voluntcerism W. K. Kellogg Foundation One Michigan Avenue East Battle Creek, Michigan49017 616-969-2308 Fax: 616-969-2693 Kyle Caldwell, Executive Director Michigan Community Service Commission George W. Romney Building, 4th Floor Ill S. Capitol Avenue Lansing, Michigan 48909 517-335-4295 Fax: 517-373-4977 � Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Title A name given to the resource Our State of Generosity Creator An entity primarily responsible for making the resource Grand Valley State University. Dorothy A. Johnson Center for Philanthropy Description An account of the resource Collection contains the records of four Michigan nonprofit organizations: Council of Michigan Foundations, Michigan Nonprofit Association, Michigan Community Service Commission, and the Johnson Center for Philanthropy at GVSU. The documents are compiled by the Johnson Center for Philanthropy, and records document the history of the organizations from the 1960s to the 2010s. Coverage The spatial or temporal topic of the resource, the spatial applicability of the resource, or the jurisdiction under which the resource is relevant 1968-2014 Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Council of Michigan Foundations Michigan Nonprofit Association Michigan Community Service Commission Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records Michigan Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49401 Contributor An entity responsible for making contributions to the resource Council of Michigan Foundations; Michigan Nonprofit Association; Michigan Community Service Commission Identifier An unambiguous reference to the resource within a given context JCPA-04 Language A language of the resource eng Text A resource consisting primarily of words for reading. Examples include books, letters, dissertations, poems, newspapers, articles, archives of mailing lists. Note that facsimiles or images of texts are still of the genre Text. Dublin Core The Dublin Core metadata element set is common to all Omeka records, including items, files, and collections. For more information see, http://dublincore.org/documents/dces/. Identifier An unambiguous reference to the resource within a given context JCPA-04_MNA_AE_2000-02-16_Michigan-Volunteer-Alliance-Meeting_Agenda-and-Notes Title A name given to the resource ConnectMichigan Alliance 2000-02-16 Michigan Volunteer Alliance meeting agenda and notes Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource ConnectMichigan Alliance 2000-02-16 Michigan Volunteer Alliance meeting agenda and notes. Records are compiled in the Our State of Generosity collection by the Johnson Center, along with the files of the Michigan Nonprofit Association (MNA), the Michigan Community Service Commission (MCSC) and the Dorothy A. Johnson Center for Philanthropy. Subject The topic of the resource Dorothy A. Johnson Center for Philanthropy Charities Philanthropy and Society Fundraising Records ConnectMichigan Alliance Michigan Nonprofit Association Michigan Format The file format, physical medium, or dimensions of the resource application/pdf Type The nature or genre of the resource Text Language A language of the resource eng Publisher An entity responsible for making the resource available Grand Valley State University Libraries, Special Collections and University Archives, 1 Campus Drive, Allendale, MI, 49411 Rights Information about rights held in and over the resource <a href="http://rightsstatements.org/page/InC/1.0/?language=en">In Copyright</a> Source A related resource from which the described resource is derived <a href="https://gvsu.lyrasistechnology.org/repositories/2/resources/515">Our State of Generosity collection, JCPA-04</a> Date A point or period of time associated with an event in the lifecycle of the resource 2000-02-16