693 24 26018 https://digitalcollections.library.gvsu.edu/files/original/ce3fda1c55348d7d0b2df14fa2bb3f96.pdf 85675a56a6f314fda3182fb52c89967f PDF Text Text To: ConnectMichigan Alliance, Board ofTrustees Michigan Nonprofit Association, Board ofTrustees From: Strategic Alliance Committee Date: January 3 I, 2007 Re: Recommendations of the Strategic Alignment Committee Regarding the Potential Merger between ConnectMichigan Alliance and Michigan Nonprofit Association Cc: Kyle Caldwell, President and CEO, ConnectMichigan Alliance Sam Singh, President and CEO, Michigan Nonprofit Association The Strategic Alliance Committee would like to express its appreciation to the Board of Trustees for the ConnectMichigan Alliance and the Michigan Nonprofit Association, for opportunity help the Michigan Nonprofit Association and ConnectMichigan Alliance think strategically and methodically about the possibility of closer alignment up to and including a merger. At our January I 0, 2007 meeting, you discussed that a merger between the CMA and MNA has merit and should proceed. ln addition, you instructed the staff to develop a draft recommendation for a merger focused on the following principles: • • • • • An alignment or merger process must emphasize a joining and amplification of missions and not solely a merger of organizational structures. Any process of alignment must create a process or structure that can ensure that proceeds of the CMA Endowment and related funds housed at the Capital Region Community Foundation must be expended in line with the intention of the donors. The leadership of the Volunteer Centers of Michigan and Michigan Campus Compact (affiliate organizations) should be consulted and concerns appropriately addressed in the merger process. The missions ofMNA and CMA are compatible, but the MNA mission, brand strength, systems and longevity make it best suited to serve and the overarching organizational structure in a merger. The determination of leadership for the merged organization should focus creative solutions and initially be limited to the existing leadership of the two merging organizations. Attached you will find a draft plan that proposes a merger of CMA and MNA with these principles in mind . The plan focuses on four areas: governance, leadership, stewardship, culture. Finally, we have developed a revised timeline for the merger process. We look forward to your feedback on this plan. �DRAFT I·H~ CO;\l'IF:'\1) TIO ' Recommendations of the Strategic Amance Committee The Strategic Alliance Committee (Committee) was created by the leadership of the ConnectMichigan Alliance (CMA) and the Michigan Nonprofit Association (MNA) to investigate the merits of closer alignment between the two organizations and advise on how that alignment might take place. Summary The Committee recommends the merger of the CMA and MNA as a method to gain greater alignment and increased services, sustainability and resources for Michigan,s volunteers and the non profits through which they serve (see Stronger Together case statement for rationale). As part of the merger process, the Committee recommends consideration of the following important components: 1. Alignment Structure - How will the two organizations be merged and which serves as the overarching authority organization? The Committee recommends that MNA serve as the overarching organization in the final merger determination. 2. Governance and Stewardship- What will be the new governance structure of a merged organization and how will the concerns of donor intent regarding the CMA Endowment payout be addressed? The Committee recommends that MNA provide a certain number of board seats to represent the interests of the CMA. Further, the Committee recommends the creation of the ConnectMichigan Alliance Endowment Fund Advisory Committee (Fund Committee) to serve as the guiding authority to the MNA Board of Trustees aad the Capital Region Commottlty Fomulatiea on the use of the annual CMA Endowment allocation (payout). 3. Leadership - How will the leadership of the two organizations be evolved and who will lead the newly merged organization? The Committee recommends empowering the two CEOs to develop a creative and effective leadership structure and plan. 4. Culture- How will the two organizations join the different "cultures" together to ensure success and increase effectiveness? The Committee recommends that the MNA and CMA staff, partners, and affiliated advisory boards utilize a facilitator that would guide a process that would integrate the many elements of a newly formed (merged) organization. 5. Communication and Celebration - How will the process and its developments be explained and celebrated to aid in the understanding and adoption of the merger? The Committee recommends that the CMA and MNA look at public opportunities (existing or yet to be planned) to unveil and celebrate the evolution and successes of the merger process. 2 �DR\ FT REC0\1\1 F: '\OATIOI\' l. Alignment Structure Both organizations have developed strong programming, partnerships and innovative initiatives to strengthen the philanthropic sector. CMA, a one-of-a-kind public/private partnership organization supported by the proceeds of a $20 million endowment, has assisted in the continued strengthening and expansion of the state's volunteer infrastructure. MNA (initially the Michigan Nonprofit Forum), has developed a strong voice for the state's nonprofit community and vital service to increase the capacity of the sector. Each has its unique strengths and assets. When these unique quaJities are further weighted with the factors of mission breadth, brand strength, organization longevity, and administrative systems depth, it becomes apparent that the MNA should serve as the overarching organization in the final merger determination. Further, the Committee recommends that CMA affiliates-Michigan Campus Compact and Volunteer Centers of Michigan-be transferred accordingly (a return to the structure prior to the creation ofCMA) and that the public sector partner-the Michigan Community Service Commission (MCSC) be included in any determination of governance structure (see Governance section below). Finally, the Committee recommends that the advisory boards and lead staff of the affiliate organizations utilize the revisions of their affiliation agreements as the opportunity to define their expectations and hopes for the future in this potential new configuration. 2. Governance and Stewardship Presuming that MNA serves as the overarching organization, governance responsibilities would rest with the MNA Board of Trustees. As such, the Committee recommends that MNA provide a certain number of board seats to represent the interests of the CMA, its affiliates and MCSC, a key partner in the creation and operation of the CMA. This would provide seats for the VCM, MCC, CMA, and MCSC with the specific numbers to be determined in talks between MNA and the aforementioned organizations. One of the concerns discussed within the Committee concerned stewardship and ensuring that the integrity of the payout of the CMA Endowment be maintained within the donors originaJ intent / (support of service and volunteer infrastructure in Michigan). Therefore, the Committee recommends the creation of the ConnectMichigan Alliance Endowment Fund AM r.daq Committee (Fund Committee) to serve as the guiding authority to the MNA Board of Trustees aad the Capimlltegion CommHaiqc EmJada&n on the use of the annual CMA Endowment allocation (payout). The Fund Committee would have a representative on the MNA Board of Trustees whose responsibility would be to work with the Fund Committee to provide an annual recommendation and update to the MNA Board of Trustees on the allocation from the Fund. 3. Leadership The alignment structure recommended calls for the dissolution of the CMA and transfer of its functions and responsibilities to the MNA; therefore the President and Chief Executive Officer position of CMA would be dissolved. The Committee was impressed by the forthright and seemingly genuine willingness of the staff leadership of the CMA and MNA to engage in a thoughtful and open discussion of a merger. The Committee therefore recommends empowering the two CEOs to develop a creative and effective leadership structure and plan that maintains the forward movement and stability of the work ofCMA and MNA, reduces 3 �DRAFT IU:C0~1:\1El\D \TIOI'\ duplication, and ensures the single voice for the final merged organization. Given the sensitive nature of this decision and the need for confidential and frank dialogue that needs to occur between the CEOs and their respective Boards of Trustees, the Committee recommends that a general Leadership Succession Plan be developed with subsequent details to be inc luded after confidential conversations between the staff and their respective boards on specific plans for each CEO's dispositions. The Committee encourages both the MNA and CMA Boards of Trustees to consider creative solutions to utilize the talents, relationships and unique skills of the two current CEOs in the merger process. However, the Committee recommends the consideration of the following leadership structure to meet the aforementioned goals. The current CEOs would either maintain or transfer to the two positions listed below. MNA President and CEO - this position (while not necessarily the individual) remains as currently described in the MNA By laws and articles of incorporation. MNA Chief Operating Officer- a new position focused on ensuring the effective transfer and maintenance merged initiatives and partnerships, and expansion of administrative integrity. This position would report directly to the CEO with authority and supervisory responsibilities to be determined at a later date. Or Special Assistant to the President- a new position that focuses on new opportunities, mission expansion initiatives or other special projects as assigned. This position would report directly to the CEO with authority and supervisory responsibilities to be determined at a later date. Second, regardless as to whether there should be a negotiated recommendation that the current MNA CEO change or remain, the Committee recommends that the newly constituted MNA Board of Trustees engage in a conversation with the MNA CEO to determine his/her vision for the future of the organization. Finally, the Committee would like to reserve the option to revise or expand its Leadership recommendation after the CEOs of MNA and CMA conclude their discussions with their respective Boards of Trustees. 4. Culture This particular merger, more many others in the nonprofit sector, involves a very complicated entanglement of organizational relationships, staffing structures, and programmatic initiatives. Bringing them together may work "on paper'' but will almost certainly involve an in depth and thorough process that will take considerable time to fully implement. The Committee recommends that the MNA and CMA staff, partners, and affiliated advisory boards utilize a facilitator that would guide a process that would integrate the many elements of a newly formed (merged) organization. Further, the Committee recommends that the merged organization lead a very focused and continual development process for integrating the organizational cultures. 4 �DRAFT RECO,l\lE:\0 \TIOl\ 5. Communication a nd Celebration The merger of MNA and CMA will be a very complicated process and will require that many parties clearly understand the evolution of the alignment process. The Committee recommends the development of a regular, multi-level audience (board, partners, donors and communities) communique to the constituents of the MNA and CMA. The Committee believes that it will be especially important that donors are informed and consulted on the elements of the merger and its overall implementation. Finally, the Committee r ecommends that the CMA and MNA look at public opportunities (existing or yet to be pla nned ) to unveil and celebrate the evolution a nd successes of the merger process. This may include the Nonprofit SuperConference or other such gatherings of the volunteer and nonprofit communities. An outline of these recommendations is provided below. Again, the Committee would like to reserve the option of revising this recommendation as various elements of the plan evolve and develop to respond to new realities. 5 �OR \F'J REC0\1\IF.:\DATION ConnectMichigan Alliance I Michigan Nonprofit Association Proposed Merger ConnectMichigan Alliance Alignment Structure CMA dissolves 50 I ( c )(3) status Governance CMA dissolves board. Stewardship Leadership Communication Celebration Michigan Nonprofit Association MNA proffers merger agreement MNA provides board seats for representatives of CMA (Fund Advisory Committee), VCM, MCC,MCSC CMA names fund MNA includes advisory board to language in merger MNA agreement to recognize the authority of the CMA Fund Advisory Committee CMA amends its CMA Endowment agreement w the Fund agreement with Capital Reg· n the CRCF is transferred to MNA C~~uni Fou . n (CRCF) to with the •ee88'1iticn ... ~e •ole of the Fmn~ reflec the cons uction of the JduiliO'¥ Co~w~ Fun Advisory c mittee Merged Organization MNA serves as overarching organization MNA with expanded board MNA governance process includes receiving report from the CMA Fund Advisory Committee. MNA Board of Trustees agrees to serve as the designated agency for the CMA Endowment from CRCF with the stipulations articulated in the Merger Agreement and the CRCF Fund Agreement. MNA creates the MNABoard of CMA President and CEO position is COO or Special Trustees (w/new members) discuses dissolved Assistant position. future goals for the new organization with MNACEO. CMA and MNA jointly distribute communiques on the merger process through existing tools including MNA Links, CMA Connections, and other publications including and especially those to donors to both the CMA Endowment and the MNA Strategic Fund. CMA and MNA jointly announce the agreement of a merger at a public venue (possibly SuperConference). 6 �DRAFl RE( 0\1\1 £ \"0 TIO"\ Proposed Process Timeline (Revised January 31 , 2007) Step l Action Informal discussions Participants Key board, staff and donors Outcomes/Actions Timing Seek advice, gauge July, 2006 support or COMPLETED resistance before proceeding 2 Formal preliminary CMA / MNA Propose creation of October, 2006 discussions Trustees, CMA ad hoc work group COMPLETED Affiliates (Strategic Alliance Committee) to facilitate discussions between the boards on the possibility of a merger Research Opportunity Strategic 3 Staff and work November Alliance group investigate and Make December, Recommendation(s) Committee, opportunity and 2006 staff, outside make COMPLETED consultants recommendation to MNAand CMA Boards Board Review/ Adopt 4 CMA / MNA Take up December, Recommendation(s) Board recommendation( s) 2006 Members of the Strategic COMPLETED Alliance Committee Proceed or end process depending on recommendations and Board(s) actions Review proposed CMA CMA / MNA Plan for overall February, 2007 5 governance I MNA Governance Board Structure Members and structure including Legal Counsel MCCandVCM Affiliation Agreements 6 Governance Proposal Executive Trustees and February,2007 for Adoption Committees of Advisory Members CMA,MNA, act to forward or VCM,MCC decline proposed actions Leadership Discussions Exec. 7 Board leadership March, 2007 Committees and senior staff and CEOs of explore leadershipCMAand options MNA 7 �DRAFT Rf.CO:\t\I E;\ 0 \TIO Step 8 Action Final Recommendations for Overall Realignment Participants Outcomes/Actions Timing Boards of CMA, Boards and AprilMNAandMCC Councils review May,2007 and VCM and either adopt or Advisory decline Councils recommendation. 9. Budget Development CMA,MNA, Proposed budget May - June, VCM,MCC, and organization 2007 Leadership chart Staff Transition Plan Proceed or end process depending on recommendations and Board(s) actions 10 Implement Governance CMA,MNA, CMAandMNA July 1, 2007 and Leadership Structure VCM, MCC, Boards reconstructed, new MCSC VCMandMCC Create CMA Fund Leadership Advisory Committee Affiliate Agreements and leadership realigned Develop Overall Vision, MNA,CMA MNAandCMA JuneII Fund Advisory Trustees empower September, Mission Strategic Plan 2007 staff to develop a Committee fully detailed restructuring plan with an outside facilitator Present aligned October, MNA, 12 Present Strategic Leadership Board with 2007 Planning Process strategic planning process October, Convene process Implement Strategic MNA Staff and 13 2007Board for new mission, Planning Process vision and goals April, 2008 along with staffing redesign Present new May,2008 14 Finalizing of Strategic MNA strategic plan to Plan Leadership and Staff MNABoardof Trustees 8 � 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_2007-01-31_Recommendations-for-Alignment-Draft_2 Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger 2007-01-31 recommendations for alignment Draft 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 2007-01-31 recommendations for alignment Draft 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, 49417 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 2007-01-31 https://digitalcollections.library.gvsu.edu/files/original/2fc36e349ce93f2745b31c85984f2595.pdf de7094d71b929f9848b2217c5f6a17fd PDF Text Text To: Anne Rosewame, Chair, ConnectMichigan Alliance Board ofTrustees Karla Hall, Chair, Michjgan Nonprofit Association Kyle Caldwell, President and CEO, ConnectMichigan Alliance Sam Singh, President and CEO Michigan Nonprofit Association From: MNA/CMA Strategic Alliance Committee Kathy Agard; Edward 0 . Blews, Jr.; Mike Brown; Martha Bottomley; Oujda Cash; David Egner; David Eisler; Barbara Kratchman; Jacqueline D. Taylor; Paula Kaiser VanDam; Janet Lawson; Russ Mawby; Anne Rosewarne; Kathy Rossow; Jenee Velasquez Date: February 9, 2007 Re: Final Recommendations of the MNA/CMA Strategic Alliance Committee The Strategic Alliance Committee (Committee) was created by the leadership of the ConnectMichigan Alliance (CMA) and the Michigan Nonprofit Association (MNA) to investigate the merits of closer alignment between the two organizations and advise on how that alignment might take place. After a thorough examination and thoughtful deliberations, the Committee recommends a merger between MNA and CMA. Specifically, the Committee suggests: • MNA serve as the overarching organization in the final merger determination • MNA provide a certain number of board seats to represent the interests of the CMA. Further, the Committee recommends the creation of the ConnectMich igan Alliance Endowment Fund Committee (Fund Committee) to serve as the guiding authority to the MNA Board of Trustees on the use of the annual CMA Endowment allocation (payout) • CMA and MNA boards create an effective transition leadership structure and plan that utilizes the unique talents of both CEOs • MNA and CMA staff, partners, and affiliated advisory boards utilize a facilitator to guide a process that would integrate the many elements of a newly formed (merged) organization • CMA and MNA look at public opportunities (existing or yet to be planned) to unveil and celebrate the evolution and successes of the merger process as well as the uniqueness of the partnerships that have been formed Attached you will find a more detailed plan that explains the rationale for the committee's recommendations. The plan focuses on four areas: governance, leadership, stewardship, culture and includes a timeline for the merger process. Finally, we have included the case statement for the discussions that led to the creation and charge of our committee. �Recommendat ions of the St rategic Allia nce Committee Principles T he Committee recommends the mer ger of the CMA and MNA as a method to gain greater a lignment and increased services, susta inability and r esources fo r Michigan 's volunteers and the non profits through which they serve (see Stronger Together case statement for rationa le). As part of the merger process, the Committee recommends consideration of the following important principles: • An alignment or merger process must emphasize a joining and augmentation of missions and not solely a merger of organizational structures. • Any process of alignment must create a process or structure that can ensure that proceeds of the CMA EndO\vrnent and related fu nds housed at the Capital Region Community Foundation are expended in line with the intention of the donors. • The leadership of the Volunteer Centers of Michigan and Michigan Campus Compact (affiliate organizations), and the Michigan Community Service Commission should be consulted and concerns appropriately addressed in the merger process. • The missions of MNA and CMA are compatible, but the MNA mission, brand strength, systems and longevity make it best suited to serve and the overarching organizational structure in a merger. • The determination ofleadership for the merged organization should focus creative solutions and initially be limited to the existing leadership of the two merging organizations. • Throughout the merger process and beyond, the unique relationships developed through CMA 's creation should be maintained and expanded, and its unique history celebrated on an ongoing basis. 2 �Summary of Key Recommenda tions 1. Alignment Structure - How will the two organizations be merged and which serves as the overarching authority organization? The Committee recommends that MNA serve as the ovcrarching organization in the final merger determination . 2. Governance and Stewardship - What will be the new governance structure of a merged organ ization and how will the concerns of donor intent regarding the CMA Endowment payout be addressed? The Committee recommends that MNA provide a certain number of board seats to represent the interests of the CMA. Further, the Committee recommends the creation of the ConnectMich igan Alliance Endowment Fund Committee (Fund Committee) to serve as the guiding authority to the MNA Board of Trustees on the use of the annual CMA Endowment allocation (payout). 3. Leadership - How wi ll the leadership of the two organizations be evolved and who will lead the newly merged organization? The Committee recommends empowering the two CEOs to develop a creative and effective leadership structure and plan. 4. Cultur~ How will the two organizations join the different ·'cu ltures" together to ensure success and increase effectiveness? The Committee recommends that the MNA and CMA staff, partners, and affiliated advisory boards utilize a facilitator that would guide a process that would integrate the many elements of a newly formed (merged) organization. 5. Communicati on and Celebration - How will the process and its developments be explained and celebrated to aid in the understand ing and adoption of the merger? • The Committee recommends that the CMA and MNA look at public opportunities (existing or yet to be planned) to unveil and celebrate the evolution and successes of the merger process as well as the uniqueness of the partnerships that have been formed. 3 �1. Alignment Structure Both organizations have developed strong programming, partnerships and innovative initiatives to strengthen the philanthropic sector. CMA, a one-of-a-kind public/private partnership organ ization supported by the proceeds of a $20 million endowment, has assisted in the continued strengthening and expansion of the state' s volunteer infrastructure. MNA (initially the Michigan Nonprofit Forum), has developed a strong voice for the state's nonprofit community and vital service to increase the capacity of the sector. Each has its un ique strengths and assets. When these unique qualities are further weighted with the factors of mission breadth, brand strength , organization longevity, and administrative systems depth, it becomes apparent that the MNA should serve as the overarching organization in the final merger determination . Further, the Comm ittee recommends that CMA affi liates-Michigan Campus Compact and Volunteer Centers of Michigan- be transferred accordingly (a return to the structure prior to the creation ofCMA) and that the public sector partner-the Michigan Commun ity Service Commission (MCSC) be included in any determination of governance structure (see Governance section below). Finally, the Committee recommends that the advisory boards and lead staff of the affiliate organizations utilize the revisions of their affiliation agreements as the opportunity to define their expectations and hopes for the future in this potential new configuration. 2. Governance and Stewardship Presuming that MNA serves as the overarching organization, governance responsibilities would rest with the MNA Board of Trustees. As such, the Committee recommends that MNA provide a certain number of board seats to represent the interests of the CMA, its affiliates and MCSC, a key partner in the creation and operation of the CMA. This would provide seats for the VCM, MCC, CMA, and MCSC with the specific numbers to be determined in talks between MNA and the aforementione d organizations. One of the concerns discussed within the Committee concerned stewardship and ensuring that the integrity of the payout of the CMA Endowment be maintained within the donors original intent (support of service and volunteer infrastructure in Michigan). Therefore, the Committee recommends the creation of the ConnectMichi gan Alliance Endowment F und Committee (Fund Committee) to serve as the guiding authority to the MNA Board of Trustees on the use of the annual CMA Endowment a llocation (payout). The Fund Committee wou ld have a representative on the MNA Board of Trustees whose responsibility would be to work with the Fund Committee to provide an annual recommendation and update to the MNA Board of Trustees on the allocation from the Fund. 3. Leadership The alignment structure recommended ca lls for the dissolution of the CMA and transfer of its functions and responsibilities to the MNA; therefore the President and Chief Executive Officer position of CMA would be dissolved . The Committee was impressed by the forthright and seemingly genuine wi ll ingness of the staff leadership of the CMA and MNA to engage in a thoughtful and open discussion of a merger. The Committee therefore recommends empowering the two CEOs to develop a creative and effective leadership structure and plan that maintains the forward movement and stability of the work ofCMA and MNA, reduces duplication, and ensures the single voice for the final merged organization. Given the sensitive nature of this decision and the need for confidential and frank dialogue that needs to occur between the CEOs and their respective Boards ofTrustees, the Committee recommends that a 4 �general Leadership Succession Plan be developed with subsequent details to be included after confidential conversations between the staff and their respective boards on s pecific plans for each CEO's dispositions. The Committee encourages both the MNA and CMA Boards of Trustees to consider creative solutions to utilize the talents, relationships and unique skills of the two current CEOs in the merger process. However, the Committee recommends the consideration of the following leadership structure to meet the aforementioned goals. The current CEOs would either maintain or transfer to the two positions listed below. MNA President and CEO - this position (while not necessarily the individual) remains as currently described in the MNA By laws and articles of incorporation. MNA Chief Operating Officer- a new position focused on ensuring the effective transfer and maintenance merged initiatives and partnerships, and expansion of administrative integrity. This position would report directly to the CEO with authority and supervisory responsibilities to be determined at a later date. Or Special ConsuJtant- a new position that focuses on new opportunities, mission expansion initiatives or other specia l projects as assigned. This position would report directly to the CEO with authority and supervisory responsibilities to be determined at a later date. Second, regardless as to whether there should be a negotiated recommendation that the current MNA CEO change or remain, the Committee recommends that the newly constituted MNA Board of Trustees engage in a conversation with the MNA CEO to determine his/her vision for the future of the organization. Finally, the Committee would like to reserve the option to revise or expand its Leadership recommendation after the CEOs ofMNA and CMA conclude their discussions with their res pective Boards of Trustees. 4. Culture This particular merger, more many others in the nonprofit sector, involves a very complicated entanglement of organ izational relationships, staffing structures, and programmatic initiatives. Bringing them together may work "on paper" but will almost certainly involve an in depth and thorough process that will take considerable time to fully implement. T he Committee recommends that the MNA a nd CMA sta ff, partners, and affiliated advisory boards utilize a facilitator that would guide a process that would integrate the many elements of a newly formed (merged) organization. Further, the Committee recommends that the merged organization lead a very focused and continual development process for integrating the organizational cu ltures. 5 �5. Communic ation and Celebra tion The merger of MNA and CMA will be a very complicated process and wi ll require that many parties clearly understand the evolution of the a lignment process. The Committee recommend s the development of a regular, multi-level audience (board, partners, donors and communities) communiqu e to the constituents of the MNA and CMA . The Committee believes that it will be especially important that donors are informed and consulted on the e lements of the merger and its overall implementation. Fina Uy, the Committee r ecommend s that the CMA a nd MNA look at p ublic opportunities (existing or yet to be pla nned) to unveil a nd celebra te the evolutio n a nd successes of the merger p rocess as well as the uniqueness of the partnerships tha t have been fo rmed. This may include the Nonprofit SuperConference or other such gatherings of the volunteer and nonprofit communities. In addition, we suggest that some type of more permanent commemoration be developed and celebrated to recognize the unique CMA partnership. An outline of these recommendations is provided below. Again, the Committee wou ld like to reserve the option of revising this recommendation as various elements of the plan evolve and develop to respond to new realities. 6 �ConnectMich igan Alliance I Michigan Nonprofit Association Proposed Merger ConnectMichigan Alliance Michigan Nonprofit Association Merged Organization Alignment Structure CMA dissolves 50 I (c)(3) status MNA proffers merger agreement Governance CMA dissolves board. Stewardship CMA names fu nd advisory board to MNA MNA provides board seats for representatives of CMA (Fund Advisory Committee), VCM, MCC, MCSC MNA includes language in merger agreement to recognize the authority of the C MA Fund Advisory Committee CMA Endowment Fund agreement w ith the C RCF is transferred to MNA. MN A serves as overarching organization MNA with expanded board Leadership Communication Celebration MN A governance process includes receiving report from the C MA Fund Advisory Committee. MNA Board of T rustees agrees to serve as the designated agency for the CMA Endowment from C RCF with the stipulations articulated in the Merger Agreement and the CRCF Fund Agreement. CMA President and MNA creates the MNA Board of CEO pos ition is COO or Special Trustees (w/new dissolved Consultant position. members) discuses futu re goals for the new organization with MNACEO. CMA and MNA j ointly distribute communiques on the merger process th rough existing tools including MNA Links, CMA Connections, and other publications inc luding and especially those to dono rs to both the CMA Endowment and the MNA Strategic Fund. C MA and MNA jointly announce the agreement of a merger at a public venue (possibly SuperConference). 7 �Proposed Process Timeline (Revised February 9, 2007) Step 1 Action Participan ts Informal discussions Key board, staff and donors Outcomes/Actions Status/Timing Seek advice, gauge July, 2006 support or COMPLE TED resistance before proceeding 2 Formal preliminary CMA / MNA Propose creation of October, 2006 discussions Trustees, CMA ad hoc work group COMPLE TED Affiliates (Strategic Alliance Committee) to facilitate discussions between the boards on the possibility of a merger Research Opportunity 3 Strategic Staff and work November and Make Alliance group investigate December, Recommendation(s) Committee, opportunity and 2006 staff, outside make COMPLE TED consultants recommendation to MNAandC MA Boards Board Review/ Adopt 4 CMA / MNA Take up December, Recommendation(s) Board recommendation(s) 2006 - March, Members of the Strategic 2007 Alliance IN PROCESS Committee 5 CMA I MNA Develop CMA / MNA Plan for overall Februaryand adopt Merger Board legal, governance, March, 2007 Agreement Members and and leadership Legal Counsel structure that will include MCC and VCM Affiliation Agreements and creation of Endowment Committee Proceed or end process depending on recommendations and Board(s}_ actions CMAIMNA work on 6. CMA/:MNA Convening of staff February, 2007 staff development and secure thirdto work on ONGOIN G strategic planning party facilitator opportunities of integration regardless of merger. 8 �Step 7. 8. Action Budget Developme nt StaffTransition Plan Lmplement Governanc e and Leadership Structure Participants CMA,MN A, VCM, MCC, Leadership CMA, MNA, VCM, MCC, MCSC Leadership Create CMA Fund Advisory Committee 9. Develop Overall Vision, Mission Strategic Plan MNA,CM A Fund Advisory Committee 10. Present Strategic Planning Process MNA, Leadership 11. Implement Strategic Planning Process MNA Staffand Board 12. Finalizing of Strategic Plan MNA Leadership and Staff 9 Outcomes/ Actions Proposed budget and organization chart CMAandM NA Boards reconstructed, new VCMand MCC Affiliate Agreements and leadership realigned MNAandC MA Trustees empower staff to develop a fully detailed restructuring plan with an outside facilitator Present aligned Board with strategic planning process Convene process for new mission, vision and goals along with staffing redesign Present new strategic plan to MNA Board of Trustees Statusffim ing May-June , 2007 July 1, 2007 JuneSeptember, 2007 October, 2007 October, 2007 - April , 2008 May, 2008 �Closing Thoughts of the MNA I CMA Strategic Alignment Committe e The Strategic Alliance Committee would like to express its appreciation to the Board of Trustees for the ConnectMic higan Alliance and the Michigan Nonprofit Association , for the opportunity help the Michigan Nonprofit Association and ConnectMic higan Alliance think strategically and methodically about the possibility of closer alignment up to and includ ing a merger. During our deliberations we were impressed by the collaborative and open-nature of the talks including frank feedback from the staff. By its very nature, a working group of this type is unique among merger processes and we feel that it has empowered to the Committee to offer its recommendations with a full and accurate view of the two organization s. It is our hope that regardless of whether the two organizations decide to merge, that this spirit of effective and genuine collaboratio n will continue to be at the center of their work to serve our great state. Thank you for the opportunity to serve. MNA/CMA Strategic Alliance Committee Co-Chair, Anne Rosewarne, ConnectMichigan Alliance Co-C hair, Ouida Cash, Michigan Nonprofit Association Kathy Agard, Dorothy A. Johnson Center on Philanthropy, Grand Valley State University Edward 0. Blews, Jr. ; Association of Independent Colleges and Universities of Michigan Mike Brown, Capital Area United Way Martha Bottomley, VolunteerMuskegon! David Egner, Hudson Webber Foundation David Eisler, Ferris State University Barbara Kratchman, ArtServe Jacqueline D. Taylor, Davenport University Paula Kaiser VanDam, Michigan Community Service Commission Janet Lawson, Ford Volunteer Corps, Ford Motor Company Russell G. Mawby, W.K. Kellogg Foundation Kathy Rossow, Volunteer Center of Southwestern Michigan (retired) Jenee Velasquez, Herbert H. and Grace A. Dow Foundation 10 �ConnectMi chigan Alliance Michigan Nonprofit Association Stronger Together A Case for Closer Alignment (This document is a draft discussion primer for internal use only and not intended for public dissemination.) Case Statement Revised January 31 , 2007 11 �Index Case Statement Proposal Opportunities Specific Example of Integration Frequently Asked Questions Supplemental Materials Challenge Opportunity Benefits Risks Potential Options Structure/Govern ance Leadership Proce s Recommendation Process Appendices A - Detailed Summary of Options B - Organization( ) Description C- Boards of Trustees {MNA and CMA) D - Affiliate and Partner Boards (MCC, VCM, MCSC) 12 �Case Statement " There are no problems we cannot solve together, and very few that we can solve by our elves." -- President Ly ndon Baines Johnson 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. Volunteers are vital to building enduring solutions to community challenges. Nonprofits are a vital organizational structure for volunteers to channel their passions to serve. Each needs the other to be effective and sustainable to address our most challenging community issues. Nonprofits need volunteers to govern their organizations, guide their missions, develop their resources, and provide direct services to their constituencies. Volunteers need nonprofit organizations to effectively channel their passions and resources to affect meaningful progress and change in their communities. Volunteers and nonprofits must act as symbiotic forces in the cause of community problem solving that enriches the livi ng experience in Michigan. The ConnectMichigan Alliance (CMA) represents the volunteer infrastructure and the Michigan Nonprofit Association (MNA) represents the support structure for the nonprofit sector. While these organizations now collaborate, they are not interwoven to build a truly stronger symbiotic structure for philanthropy in Michigan. Michigan has an opportunity to bring these two strong forces for its nonprofit and volunteer sectors more closely together into an even more powerful, effective and innovative. MNA and CMA and its partners the Michigan Community Service Commission (MCSC), Michigan Campus Compact (MCC), and Volunteer Centers of Michigan (VCM). provide the infrastructure to support to the volunteers who serve the missions of the state's nonprofits. These organizations work collaboratively because of their shared missions and goals and their incl usion in the governance structure of CMA with board members appointed by each of the partners and affi liates (see Appendix B). MNA is focused on increasing the effectiveness of the nonprofit sector. CMA, and its affiliates and partners make up a multi-sector alliance that is concerned with promoting a life-long ethic of service and volunteerism. CMA is able to support these partners through the leverage resources of a $20 million endowment and the strong affiliation relationship with two of the state s leading volunteer and civic engagement organizations. Together, CMA and MNA provide a wide rage of programs and services to Michigan nonprofits and the volunteers who serve in our communities. 13 �Still, even as all these organizations are cooperating, co-housed in the same physical space, cooperate on programming, share staffing and board members, contract services from each other, and interrelate on a multitude of levels, they (MNA and CMA) remain largely separate entities each focusing on capacity building, public policy, research and evaluation, marketing and member services for their different constituencies. Combining the deep portfolio of programs, quality products and services offered by MNA with the community networks, public/private partnerships, and endowed resources of CMA, Michigan could better align its resources to work toward ensuring that every community is served by a vibrant nonprofit sector with a steady stream of engaged volunteers. These factors and more, make for fertile ground for a thoughtful dialogue regarding the possible increased alignment of the ConnectMichigan Alliance and the Michigan Nonprofit Association. Staff of all the organization s request that a working group of the CMA partners and affiliates and others take up this process and provide the boards of CMA and MNA recommenda tions on if, and bow these organization s may move fonva rd in discussions on continued alignment. "You don't just luck into things as much as you'd like to think you do. You build step by step, whether it's friendships or opportunities ." - Former First Lady, Barbara Bush Opportunities There are four primary opportunities before these two organizations during the discussions of alignment: amplification and congruency of missions, modeling best practice, increased stability and sustainability, maximization of resources. Maximizing the congruency ofmissions for greater reach and impact Both MNA and CMA identify volunteering and philanthropy as core elements to their mi ssions. MNA is focused on developing a more effective nonprofit sector. On the other hand, CMA targets the expansion, and universal expectation of service and civic engagement. The Michigan nonprofit sector exists in large part, due to the efforts and effectiveness of volunteers. On the other hand, the volunteer infrastructure supported through CMA exists to serve communities through the state' s nonprofit sector. One without the other cannot effectively function to strengthen our communities. Yet, today these organizations, while collaborating in many ways, still operate and function quite separately. MNA provides training, products, advocacy and other services to many of the same organizations CMA targets for its services. CMA provides resources, programming and even advocacy services (through MNA) to organizations that recruit, support, and sustain 14 �our volunteer force through its partners including the Michigan Community Service Commission, Michigan Campus Compact and the Volunteer Centers of Michigan. The leadership of CMA and MNA set different, yet parallel directions for their organizational goals and resource development; all the while their constituents (nonprofits and the volunteers who serve their causes) tap each or both for their needs. The possibility of closer alignment opens the opportunity for a true "mega-mission" that can simultaneously leverage talent, programming and resources to support more effective nonprofits and higher quality support for the volunteers they leverage to achieve their miSSIOnS . A more comprehensive model for state and local support CMA is the product of a desire for partnership ofthe state's premiere service and volunteer organizations to build a comprehensive and expansive model for infrastructure support. In other words, many came together to make the work of promoting and supporting volunteers more permanent and at a greater scale. MNA was formed to give the sector an effective voice and lead the sector's efforts toward maximum effectiveness and efficiency. Separately, these organizations can continue to work on their core programs and services, but is it the most effective practice? Looking at current trends and the best practices, we would have to conclude that combining services, personnel, backroom functions, and leadership would provide the exemplary organizational model many other communities are striving to achieve. Increased stability and sustainability for the sector Each organization in this discussion brings with it tremendous resources and reputations for performance. Yet each has its challenges that could be addressed through tighter organizational alignment. MNA's current programs and structures are supported through a very successful funding model that includes some earned revenue, fee for service, grants, sponsorships and membership services. In addition, MNA's long history and reputation for results has created the beginnings of an effective brand. CMA is supported through a generous endowment, public and private grants, membership fees, general fundraising and sponsorships. CMA's model for collaboration is one of a kind in the nation and is cutting edge in its implementation. Recent restructuring efforts have focused on marketing and research of the volunteer field. Some of their strengths demonstrate the leadership and innovation of these organizations, while at the same time highlight their challenges. MNA's mission of supporting volunteerism is currently limited while its funding structure relies heavily on fund development through grants and sponsorships. CMA, while innovative. is largely an unknown quantity outside of its partners and has little brand recognition. The organization has recently developed a strong research partnership, but lacks a marketing program and strategy. ln addition, its training and 15 �technical assistance as well as advocacy work is either limited or largely borrowed from MNA. The advantages of increased programs, services, band recognition. and resources could help to sustain the work of both organizations. More effective use ofresources for growth and expansion Greater alignment of these organizations also creates the opportunity of conversation about how each could conserve on duplicative resources that may be used for possibilities that neither thought possible on their own. Through an thorough and exhaustive examination of the organizations' goals, resources and administrative/management procedures each organization will be able to re-examine how resources are allocated. In turn, each could create efficiencies that wou ld provide for discussion of new opportunities including: • • • • • Developing more effective housing structure that mi ght produce rather than drain revenues; Creating nonprofit business models that leverage shared services to the nonprofit sector; Marketing the nonprofit sector's work through a more unified mission (nonprofits and the volunteers who serve their missions); Brokering cutting-edge research that examines the nonprofit sector and volunteerism in new and unique ways to help the two elements (nonprofits and their volunteers) better relate; Increasing the influence and leadership potential of the public policy efforts of the sector. "I am where I a m beca use I believe in all possibilities." - Actor, Whoopie Goldberg Specific Examples of Integration An alignment of the two organizations brings forth the possibility for both expanding of existing programs and services as well as the creation of new initiatives in the following areas: • • • • • Capacity Building Public Policy Civic Engagement Research and Evaluation Marketing and Communications 16 �Deepened Capacity Building One of the most compelling opportunities of bringing together MNA (nonprofit support for Michigan) and CMA (volunteer support for Michigan) is the increased capacity potential for local communities. Training and Technical Assistance-- MNA and CMA can combine their strategies for providing "universal access/coverage" for every Michigan community. This could include utilizing the current Management Service Organization (MSO) network, NPower partnership and other MNA assets, combined with CMA's grassroots network of volunteer centers and campus compact member institutions to offer local best practices and signature trainings to meet the needs of local nonprofits and their volunteers. Unified Voice on Public Policy Both MNA and CMA have developed strong and respected advocacy and public policy arms to their organizations. MNA with their Michigan Public Policy Initiative and CMA with their Serve Michigan program have advanced and promoted the needs and interests of the nonprofit sector and volunteer infrastructure respectively. A combined organizational structure allows for the leveraging of the political and grassroots structures, long-recognized events, contacts, and products to make and even stronger and unified public policy voice. Expanding the Range of Civic Engagement Programming The lens of civic engagement is often limited to either voting or volunteering and rarely is a meaningful connection ever effectively forged to help communities sustain that connection. Both organizations are working on various civic engagement initiatives separately. MNA leads voter engagement drives to increase the awareness and scope of the nonprofit sector. CMA has focused on youth engagement and the volunteer infrastructure as key elements for civic engagement. Combined, MNA and CMA can begin to focus on a continuum of civic engagement that brings together the nonprofit sector and one of their most valuable assets-their volunteers of today and tomorrow. Integrated and Expanded Research and Evaluation MNA has established itself as one ofthe lead developers and promoters of research and knowledge on the impact of Michigan 's nonprofit sector on communities and the state's economy. The Michigan Nonprofit Research Program and the Research and Nonprofit Committee provide the support and direction for these and other efforts. MNA also works in partnership with other statewide organizations including CMA, MNA has published information on the inside work of non profits, volunteers, and the programs and partners that make up the sector. CMA recently increased its capacity to develop and secure research on the impact of service and volunteering infrastructure in Michigan. Through a realignment of existing 17 �resources and the leveraging our alliance partners MCSC, MCC, VCM and MNA, CMA has developed an agenda that will examine the current state of Michigan 's volunteer infrastructure, the existing gaps and its impact. Combined, MNA and CMA can examine Michigan from a comprehensive and innovative approach that leverages the broad knowledge base ofMNA with the focus and resources ofCMA. Expanded Marketing and Communications For both CMA and MNA, marketing and communications are the areas with the greatest growth potential for organizations. MNA has developed an excellent reputation for services to the field, quality products and trainings, and leadership for the sector. CMA is the only organization in the country that brings together such a diverse and effective coalition of volunteer support organizations with a pool of endowed resources to leverage their work. At the same time, the merits and potential of these organizations have been largely undersold. At the same time, both organizations are working to improve their marketing and communications to aggressively "tell their stories" and expand their work. MNA is examining the marketing and communication needs of the organization and its customers by leveraging its board, leveraging new leadership and utilizing the existing member services (signature trainings, Links newsletter, Nonprofit Superconference, etc.). CMA developed a number of partnerships with for- and non-profit organizations to develop and implement a marketing plan to more effectively communicate the need for volunteer infrastructure. Working together, MNA and CMA can market the broader work of both organizations (nonprofit sector and the volunteers who serve them) in more cost effective and deeper ways. These are the major areas where the synergies of a closer alignment can lead to a stronger and more dynamic future for the nonprofit sector in Michigan. StilJ, some major questions remain including those listed below. "It is better to know some of the questions than all of the answers." - Author and Humorist, James Thurber. Frequently Asked Que tions What are the primary driving forces for beginning a discussion of closer alignment or merger of these two organizations? Both CMA and MNA are strong and vibrant organizations with effective leadership, programming and services. CMA and MNA lead in critical areas vita/to Michigan communities -volunteers and the nonprofit sector in which they serve. A creative governance structure was developed for CMA to help ensure that the partners can continue to engage in this effective relationship. However, all ofthis works because of the unique relationships between the organizations 18 �and the willingness oftheir leadership to go beyond and work to integrate the work ofall the organizations into and effective collaboration. Continued alignment provides the opportunity to solidify the strong partnership into a unified structure. By joining the grassroots memberships, culling edge and enduring resources ofCMA with the established training, and membership services ofMNA, Michigan can build a bold and even more powerful single voice and one-ofa-ki nd organizational structure. Finally, as with any combining of organizations, there is the opportunity for finding efficiencies through consolidation, streamlining and leveraging of expanded ofservices. What are the disadvantages or cautions to be considered? During prelimina1y conversations with the boards ofCMA and MNA as well as the affiliate partners, all have expressed interest in ensuring that any alignment discussions guarantee the integrity of the endowment (that the disbursement continue to focus support on service and volunteer ism in Michigan), maintain the voice of the affiliates in the decision making processes, MNA maintain its wellestablished brand, and that the innovative nature ofCMA not be lost. How will all the partners and affiliate organizations (MCC and VCM) be involved in the discussions? The boards ofCMA and MNA agreed to convene an ad hoc group to review the recommendations ofstaffconcerning the continued alignment ofCMA and MNA and make a recommendation to the Boards as to whether and how to move forward on those recommendations. The ad hoc group will be made oftrustees of MNA and CMA in addition to representatives from MCSC, VCM, MCC and atlarge members. This group will come to a consensus recommendation and it will be the charge of the two boards (CMA and MNA) to take up and either accept or decline that recommendation. What happens to the CMA endowment in a realigned or merged entity? The models proposed in the staff draft recommendation provide for the leadership of the founding organizations to continue their stewardship role concerning the proceeds ofthe CMA Endowment. In addition, staffrecommendations leave the unique and effective relationship with the Capital Region Community Foundation in tact. Deepening the analysis of these questions will be key to determining the next steps in a process of dialogue. In the following section, staff have developed a framework for potential future discussions and organization and mission alignment between MNA and CMA. 19 �Supplem ental Material s Creation of CMA and MNA This discussion is a continuation of a conversation that began in late 1998 that involved the leadership of the Michigan Community Service Coi11111ission and the Michigan Nonprofit Association coming together to imagine ways to permanently support the infrastructure for service and volunteerisrn in Michigan. At the time MNA served as the host organization for the Michigan Campus Compact and the Volunteer Centers of Michigan as part of its mission to enhance the nonprofit sector and support philanthropy and volunteerism. The Michigan Community Service Commission was primarily concerned with ensuring a statewide sustained and consistent leadership and support mechanism for national and community service. Together, all these organizations came together in a comprehensive dialogue that eventually lead to the creation of a new partnership --the ConnectMichigan Alliance-w ith the resources of a $20 million endowment. In 1999, all the aforementioned organizations launched a comprehensive endowment campaign with the appropriation of a $ 10 million chal lenge grant brokered by Governor Engler, the Michigan Legislature and MCSC Chair and First Lady Michelle Engler. The terms of the challenge were to raise a doll ar for do llar match from the private sector that would be invested permanently in trust for CMA. The MCSC, as a grant-making entity, was charged by the Legislature to serve as the grantor and administrator of the challenge grant and authorized the transfer of funds to a permanent endowment at the Capital Region Community Foundation as commitme nts from the private sector were secured. The private sector campaign for the endowment was lead by three co-chairs and a 22mernber campaign cabinet. In May of2000, the ConnectMichigan Alliance was incorporated with the State of Michigan and the affiliation agreements of the Michigan Campus Compact and Volunteer Centers of Michigan were transferred from the Michigan Nonprofit Association to the newly formed entity-CM A. In December of2003, the CMA Endowment Campaign raised $10,050,000 in matching funds thereby exceeding the terms of the public challenge grant. This closed the campaign, satisfied the terms of the publicly funded challenge grant, and met the ambitious goal of creating a permanent fund to support service and volunteerism infrastructure in Michigan. Creation and Purpose of the CMA Endowment The CMA Endowmen t was initiated with the investment of$10 million from the Michigan Legislature in 2000 as part of a 1:1 challenge grant. The State charged the Michigan Community Service Commission (MCSC) with administering the grant with CMA as the sole grantee, and provided the flexibility for the MCSC to house the grant and subsequent endowmen t with the Capital Region Community Foundation. 20 �During the course of three years, the CMA, MNA, MCSC, VCM, and MCC leadership with the outstanding support of the CMA Endowment Campaign Cabinet, leveraged pledges from the private sector to match the state investment. This included the consolidation of the Michigan Nonprofit Association's George W. Romney, Russell G. Mawby, and Michigan Campus Compact Endowment Funds into the CMA Fund. In 2003, CMA completed the terms of the grant agreement by exceeding the matching requirement by $50,000. Thls concluded the MCSC's role as grantor for the challenge grant and fulfilled the State' s requirements and expectations regarding the $10 million appropriation. As stated in the ConnectMichigan Alliance Campaign charge, the purpose of the Endowment is to, "sustarn and expand the volunteer infrastructure for which Michigan is known and heralded." 1 The fund meets that charge by providing over $900,000 in annual support to the work of the CMA partners and the day-to-day support functions of the Volunteer Centers of Michigan and the Micrugan Campus Compact. Today. CMA utilizes that support to leverage an additional $2.1 million in public and private resources. Structure of the ConnectMichigan Alliance The ConnectMichigan Alliance and its construction is, as the name implies the classic definition of an alliance--a merging of efforts and interests. CMA 's overall structure including its board of trustees' membership reflects this collaborative structure by including equal number of trustee position recommended by each of the founding partner organizations as well as ex-officio positions for the CEO of MNA and the Executive Director of the MCSC. The senior staff members of the CMA include the leaders of the affiliate organizations (VCM and MCC) that work with the CMA CEO to focus the work of the organization and its partnerships. 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 Micrugan 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. 1 The ConnectMichigan Alliance Campaign: A Case for Support. " Ensuring Michigan 's Legacy of Volunteerism" 21 �Structure of Michigan Nonprofit Association Incorporated in 1990 as the Michigan Nonprofit Forum, MNA was first 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. Also in 1994, the Michigan Nonprofit Association and the Volunteer Centers of Michigan engaged in a formed a partnership whereby the MNA would serve as the fiduciary for VCM. In a similar collaboration a year later, the Michigan Campus Compact formed a partnership with the MNA. Both MCC and VCM agreed to affiliate with MNA and grew and expanded their programming and services to their members as a result. Challenge Both CMA and MNA are now rapidly growing organizations with important missions to serve the same sector-nonprofit s and the communities in Michigan. The organizations work collaboratively, yet this relationship relies largely on the leadership rather than any governance or organizational structure. At the same time, CMA has been working to find 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. The 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 in a collaborative fashion without creating duplication and competition, while maximizing resources and preserving the uniqueness of the organizational relationships. 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. 22 �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 partners 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 the concern of preserving the unique partnership, an increased risk of duplication, competition for market share, and under utilization of precious resources. 23 �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, affiliations and programs transferring accordingly. Option B - Support Organization This scenario changes one of the organizations into a fully-owned support organization of the 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/S taffmg 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 Administratio n, Senior Advisor to the CEO, etc.), or 24 �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. Process Recommend ation 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 organization s engage in a conversation to investigate the interest, possibilities and risks and benefits of a merger utilizing a deliberative process (see "Proposed Process" below). 25 � 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_2007-02-09_Final-Recommendations Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger 2007-02-09 final recommendations Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger 2007-02-09 final recommendations. 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, 49418 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 2007-02-09 https://digitalcollections.library.gvsu.edu/files/original/4140f2f9ab97bbcfc0066bf8d88f87a7.pdf 333abb6db0d76622587ace9c08738b00 PDF Text Text NPOWER AFFIL IATE SERVICE AGREEMENT This NPower Affiliate Service Agreement (the " Agreement") is made and entered into as of January 3, 2007 (the " Effective Date"), by and between NPower (also known as NPower National), a Washington nonprofit corporation located at 403 23rtl Avenue South, Seattle, Washington 98144, and Michigan Nonprofit Association , (the "Affiliate"), a Michigan nonprofit corporation located at 7375 Woodward, Suite 2730, Detroit, M148202 (also referred to herein as a "Party'' or collectively as the " Parties"). Recitals A. NPower and Affiliate each are qualified under Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and classified as a non-private foundation (public charity) within the meaning of Section 509(a) of the Code; B. NPower and Affiliate's shared mission is to ensure that all nonprofit organizations can use technology to better serve their communities; and C. Affiliate would like to operate as an affiliate ofNPower's national network, and NPower is willing to permit Affiliate to do so, all in accordance with the terms and conditions of this Agreement; Agree ments In consideration of the mutual agreements contained herein, the Parties agree as follows: Section 1. Definitions As used in this Agreement, the following defined terms are used with the respective meanings set forth in this section. 1.1 "Affiliate NPower Services" means the collective group of technology services offered by Affiliate under the NPower Marks and in furtherance of the Parties' common mission. These services may include, without limitation: strategic technology planning; database development; website design; hosting websites or email accounts; training on computer software applications; consultation on hardware or software choices, installation of hardware or software; and maintenance of computers or computer networks. "Affili ate-Furn ished Technology" means any Technology that (a) is owned or 1.2 controlled (by license or otherwise) by Affiliate, (b) is made available by Affiliate to NPower under this Agreement, and (c) is identified in writing by Affiliate as technology to be licensed pursuant to Section 7.2. 1 hereof. �1.3 "Improvement" means any correction, modification, alteration, enhancement, improvement, update, revision or derivative. "Network Advisory Committee", also known as "NAC", means the advisory 1.4 committee composed of representatives from each Affiliate for the purpose of offering recommendations or input to the NPower board of directors. 1.5 "Nenvork Technology" means any Technology that (a) is owned or controlled (by license or otherwise) by an NPower Affiliate other than Affiliate, and (b) is licensed to NPower pursuant to an NPower Affiliate Services Agreement substantially similar to this Agreement. "NPower Affiliate(s)" means any charitable organization within or outside the 1.6 United States that bas agreed to operate as an NPower Affiliate pursuant to an NPower affiliate service agreement substantially similar to this Agreement. "NPower-Furnished Technology" means any Technology that (a) is owned or 1.7 controlled (by license or otherwise) by NPower, and (b) is made available by NPower to Affiliate under this Agreement. NPower-Furnished Technology includes the Network Technology. "NPower Marks" means the name, logo, trademarks, trade names, service 1.8 marks, and/or any other proprietary names or marks that are owned or controlled by NPower and are listed on Exhibit E of this Agreement, as the same may be modified by NPower from time to time. 1.9 "NPower Network" means NPower and all of the Affiliates. 1.10 "NPower Style Guide" means the guidelines and written clarifications that govern the use of the NPower Marks and the visual appearance of communications materials that are set forth in Exhibit D attached hereto, as may be modified by NPower from time to time. 1.11 " Proprietary Right" means any patent, trademark, copyright, mask work, trade secret or other intellectual property right that is protected or protectable under the laws of any governmenta l authority having jurisdiction. 1.12 "Service Area" means the geographic region, described in Exhibit B hereto, in which Affiliate is authorized to provide Affiliate NPower Services. 1.13 "Technology" means any design, specification, know-how, computer program, device, technique, algorithm, method, procedure, discovery or invention, whether or not reduced to practice, that is protected or protectable under any Proprietary Right. 1.14 "Term" means the initial term of this Agreement together with any renewal Terms. 2 �ection 2. Afftliation 2.1 Independent Contractors. The Parties are entering this Agreement as independent contractors, and this Agreement will not be construed to create an agency, partnership, joint venture, franchise, or employee-employer relationship between them. Neither party will have the power to obligate or bind the other party. Cost of Business. Each Party wi ll be responsible for maintaining books and 2.2 records for its own business and for al l expenses incurred in conducting its business, including but not limited to the expense of all applicable insurance, city, county, state and federal licenses, permits, and assessments of regulatory agencies, boards or municipalities having jurisdiction. Without lirruting the generality of the preceding sentence, each Party will be responsible for paying its own taxes, including but not limited to, business and occupation taxes, income taxes, employment taxes, social security and other payroll taxes relating to its employees. 2.3 Personnel. Personnel supplied by a Party will work exclusively for that Party and will not be considered employees or agents of the other Party. The providing Party will by fully responsible for the acts of its personnel while performing services here~der and will be solely responsible for their supervision, direction and control, compensation, benefits and applicable taxes. 2.4 Dues. To support NPower's efforts in serving the NPower Network and the NPower Affiliates, Affiliate will pay the annual dues set forth on Exhibit C. Nevertheless, no dues shaH be paid by Affiliate to NPower within six (6) months after commencing operations as a new Affiliate under this Agreement. Identification. Affiliate grants NPower the non-exclusive, royalty-free, 2.5 worldwide right to use and refer to the Affiliate's business and/or trade name(s) during the Tenn to identify NPower's business arrangement with Affiliate. Section 3. Afftliate Operations 3.1 Provision. Throughout the Term, Affiliate will provide a range of Affiliate NPower Services, selected in Affi liate's reasonable discretion, to address community needs within its Service Area. Affiliate will comply with the Standards for NPower Affiliates, Exhibit A of this Agreement. 3.2 Geographic Range 3.2.1 Affi liate generally will confine the Affiliate NPower Services to its Service Area. Affiliate may request a modification to the Service Area at any time, and NPower will consider such requests in good faith . 3.2.2 Affiliate may in some ci rcumstances provide Affiliate NPower Services outside its Service Area, provided those services offer tangible benefits to prospective client organizations and do not conflict with existing or planned services within the NPower Network. If Affiliate desires to provide Affiliate NPower Services outside its Service Area, it will give 3 �NPower with at least thirty (30) days advance written notice. NPower will respond within thirty (30) days with an approval of Affiliate' s request or a statement of any concerns that NPower may have about the proposed services. The Parties will cooperate in good faith to resolve any such concerns. 3.2.3 If Affiliate desires to provide Affiliate NPower Services to a client located in the Service Area of another NPower Affiliate (the "Target Affiliate"), Affiliate will give the Target Affiliate at least thirty (30) days advance written notice thereof, and will endeavor to provide those services with the cooperation of, or in collaboration with, the Target Affiliate. 3.3 Q uality 3.3.1 Affiliate will conduct ongoing evaluations of its delivery of Affiliate NPower Services and operations to ensure compliance with the Standards for NPower Affiliates. Affiliate will make the results of such evaluations available to NPower. 3.3.2 During the Term and for three years thereafter, NPower and its representatives will have the right (a) to inspect, observe and review Affiliate's activities related to this Agreement, and (b) to conduct an independent financial audit and/or program audit of the Affiliate's books and records relating to this Agreement. All such activities will be conducted at NPower's expense, with reasonable advanced notice, and in a manner that will not unreasonably interfere with Affiliate's operations. 3.4 Stra tegic Relationships 3.4.1 NPower encourages Affiliate enter into strategic relationships with governmental, nonprofit or for-profit organizations to improve the breadth and quality of its services and , except as provided in Section 3.4.2, nothing in this Agreement will restrict Affiliate's ability to enter into relationships with third parties. 3.4.2 Affiliate will not enter into any third-party relationship that reasonably would be considered to be disparaging to NPower or the NPower Network or would materially compromise any known existing or planned NPower partnerships. 3.4.3 Affiliate may evaluate commercially available products or services and publish assessments, consumer guides, and referral lists, provided that such assessments and recommendations are based on objective, clearly stated criteria. Management of F unds. Affiliate will track the expenditures of all funds received 3.5 in connection with its provision of Affiliate NPower Services. If Affiliate operates programs or services other than Affiliate NPower Services, it will segregate all Affiliate NPower Servicerelated funds in a separate bank account. Funds generated in connection with Affiliate NPower Services (whether through service fees, fund raising efforts or any other source) may be expended only on delivery of Affiliate NPower Services and activities reasonably related to Affiliate's status and operation as an NPower Affiliate, and may not be spent on any unrelated program, service, administrative or overhead expense. 4 �Section 4. NPower Operations 4.1 Objective. The goal ofNPower's operations will be to promote NPower's and the NPower Affiliates· charitable mission by building a strong, vibrant NPower Network and by adding tangible va lue to the organizations and operations of the NPower Affiliates. 4.2 Services. NPower's operations will include, without limitation, coordinating Network-wide data collection, fund raising to support Network initiatives and a share of the operating expenses ofNPower and the NPower Affiliates, seeking and building partnerships with private, public and social sector organizations that may generate value for the Network, NPower Affiliates and their members, developing and promoting the NPower brand, developing and implementing a Network scorecard, evaluating the performance ofNPower Affiliates and enforcing their adherence to all applicable standards, and reporting to Network Affiliates on NPower and Network activities and performance. Goal Setting and Reporting. The NAC will actively participate in establishing 4.3 and evaluating NPower's goals and plans. No later than January l5 1h of each year during the Term, NPower will provide Affiliate with an Annual Report on NPower's operations, in form and content reasonably acceptable to the NAC, which among other things will (a) describe NPower's operations during the preceding year and evaluate its performance in achieving U1at year's objectives, and (b) describe objectives and pl anned activities for the then-current calendar year. Management. NPower will manage its affairs and finances in a sound manner 4.4 that conforms to generally accepted best practices in the nonprofit sector and that is consistent with those management standards that are applicable to NPower Affiliates. Section 5. Network Advisory Committee 5.1 Composition and Purposes. The NAC wi ll be comprised of a Board Member from each Network Affiliate. The NAC's purposes will be (a) to provide a forum for discussing issues that affect the NPower Network and the Network Affiliates, (b) to review the goals and objectives proposed by NPower and NPower's performance relative to such goal, and (c) to review Change Proposals. 5.2 Meetings. The NAC will meet at least once per calendar year. Meetings may be held (a) at such times and places as are acceptable to the NAC members, (b) in person or by telephone, and (c) in accordance with such procedures as the NAC members may agree from time to time. The NAC will produce written minutes of each NAC meeting and will distribute such minutes to NPower and to each Nehvork Affiliate. 5.3 Change Proposals 5.3.1 NPower periodically may propose generall y appli cable changes to the rules that govern its relationship with the NPower Affiliates (such as changes to the Standards for Network Affiliates or the dues schedule, but excluding changes to the NPower Marks or Style Guide), by giving simultaneous written notice to each Network Affiliate. Each Change Proposal 5 �will describe the proposed change, its rationale and its anticipated affect on the Network Affiliates in reasonable detail. The NAC will consider each Change Proposal in a timely fashion. 5.3.2 If a majority of the NAC members determine that a Change Proposal is likely to have a material adverse impact on their ability to operate their businesses, or to materially increase the cost of operating their businesses, the NAC will provide written notice thereof to N Power. If the NAC does not send a notice of materiality to NPower within thirty (30) days following receipt of a Change Proposal, the changes described the Change Proposal will become effective. 5.3.3 Upon a vote of at least two-thirds of the NAC members, and by resolution at a NAC meeting, the NAC may reject any Change Proposal that it previously has determined to be material by sending written notice of rejection to NPower. If the NAC does not send notice of rejection to NPower within thirty (30) days following the NAC's delivery of the related notice of materiality, the changes described in the Change Proposal will become effective. 5.3.4 If the NAC rejects any Change Proposal in accordance with this Section 5.3, then (upon NPower's written request) NPower and the NAC will conduct good faith negotiations regarding the rejected Change Proposal, with the goal of finding a mutually acceptable resolution of the matter. Notwithstanding the foregoing, neither Affiliate nor the NAC will be obligated to agree to any change except as specificall y provided in this Section 5.3. NPower Board. The NAC will be entitled to designate, on a continuing basis, one voting member ofNPower's Board of Directors. The NAC will determine the identity of such board member from time to time by majority vote. The NAC representative will be subject to NPower's approval, which will not be unreasonably withheld. 5.4 Section 6. 6.1 NPower Marks Ownership 6.1.1 Affiliate acknowledges that NPower owns the NPower Marks and that Affiliate's use of the NPower Marks will inure to the benefit of and be on behalf ofNPower. Affiliate will not take any action that is inconsistent with NPower's ownership of the NPower Marks including, without limitation, challenging or assisting others to challenge the NPower Marks or the registration thereof or filing any trademark or service mark applications for marks confusingly similar to the NPower Marks. 6.1.2 NPower specifically reserves all rights in the NPower Marks other than those specifically granted herein, the right to make such changes in its legends, markings, and notices as NPower deems necessary or desirable, and the right to use the NPower Marks in association with all goods and services. 6.1.3 Upon the termination or expiration of this Agreement, Affiliate (at NPower's expense) will execute any assignment or other document NPower reasonably requires to transfer to NPower any and all rights the Affili ate may possess in a name and/or trade name utilizing any NPower Mark. 6 �6.2 License. NPower hereby grants to Affiliate a non-exclusive, non-transferable, royalty-fl-ee license to use, pub lish and display the NPower Marks solely (a) in connection with its operation as a Network Affiliate, (b) in accordance with this Section 6, and (c) during the Term. 6.3 Use 6.3.1 Affiliate will use the NPower Marks solely in compliance with the NPower Style Guide, as amended by NPower from time to time. NPower will keep Affiliate reasonably apprised of any changes to the NPower Marks and NPower Style Guide, and will permit Affiliate a reasonable time to comply with any such changes. 6.3.2 Where specified in the NPower Style Guide or as requested by NPower, Affiliate will include the following statement on materials using the NPower: "[Insert NPower Mark] is a trademark ofNPower and is used under license by [Insert Affiliate Name]." 6.3.3 Affiliate (a) will not alter any of the NPower Marks without NPower's prior express written consent, (b) will not permit any third party to use the NPower Marks without NPower's express written consent, and (c) will not use the NPower Marks in any manner that is disparaging to NPower or that otherwise portrays NPower in a negative light. 6.4 Compli ance 6.4.1 Within thirty (30) days after the Effective Date, and on a quarterly basis during the Term, Affiliate will deliver to NPower a representative sample of the materials used by Affiliate bearing the NPower Marks. 6.4.2 NPower, at its expense and upon reasonable notice, may audit Affiliate·s use of the NPower Marks, which audit may include inspection of all documents, manuals, promotions or other materials used by U1e Affiliate in connection with the Affiliate NPower Services. Affiliate will cooperate with any such audit. 6.4.3 IfNPower at any time determines that Affiliate's use of an NPower Mark violates the provisions of this Section 6, NPower will send written notice to Affiliate describing the violation in reasonable detail and any corrective measures to be taken by Affiliate. Affiliate will take such corrective measures as soon as practicable, but in no event later than thirty (30) days following its receipt of such notice. 6.5 Defense. NPower will take commercially reasonable measures to maintain the value of the NPower Marks and to defend the NPower Marks against any infringement. Section 7. 7.1 Intellectual Prop er ty Reser va tion ; O wnership of Improvements 7. 1.1 Subject to the license granted to NPower under Section 7.2, Affiliate reserves all of its right, title and interest in all Affi liate-Furnished Technology and Improvements to Affiliate-Furnished Technology and all Proprietary Rights in the Affiliate-Furnished 7 �Technology and Improvements to the Affiliate-Furnished Technology. Subject to the license granted to Affiliate under Section 7.3, NPower reserves all of its right, title and interest in all NPower-Fumished Technology and Improvements to NPower-Fumished Technology and all Proprietary Rights in the NPower-Fumished Technology and Improvements to the NPowerFumished Technology. Without limiting the license granted to Affiliate under Section 7.3, Affiliate assigns all right. title, and interest in all Improvements to NPower-Furnished Technology and all Proprietary Rights therein to NPower. Without limiting the license granted to NPower under Section 7.2, NPower assigns all right, title, and interest in all Improvements to Affiliate-Furnished Technology and all Proprietary Rights therein to Affiliate. 7.2 License to NPower 7.2.1 Affiliate, acting in its sole discretion, may periodically give NPower written notice that it would like to include certain Technology in the Affiliate-Furnished Technology. Such Technology then will become subject to the provisions ofthis Section 7.2. Affiliate will promptly notify NPower in writing of any Improvements that it makes to NPowerFurnished Technology licensed pursuant to Section 7.3. 7.2.2 Subject to Section 7.2.4, Affiliate hereby grants to NPower a worldwide, royalty-free, non-exclusive, perpetual (e.g., during the Term and following any expiration or termination thereof) and irrevocable license to use, copy, distribute, and make Improvements to the Affiliate-Furnished Technology (and to use, copy, and distribute the Improvements to the Affiliate-Furnished Technology), so lely in connection with its performance of Affiliate NPower Services and its operation of the NPower Network. NPower will reproduce, in each copy of or Improvement to Affiliate-Furnished Technology, any copyright or other proprietary notice that is included in the original Affiliate-Furnished Technology. 7.2.3 NPower may sublicense any of the rights granted under Section 7.2.2 to any Network Affiliate, provided that (a) the sublicensee may exercise its sublicensed rights only in connection with its activities as a Network Affiliate, (b) the sublicensee agrees in writing to license back to NPower any Improvements that it makes to the Affiliate-Furnished Technology, pursuant to terms substantially similar to this Section 7.2. 7.2.4 If any Affiliate-Furnished Technology includes Technology that has been li censed to Affiliate pu rsuant to agreements with third-party vendors, the license granted to NPower under Section 7.2.2 (and the related sublicense rights under Section 7.2.3) will be valid only to the extent permitted by the terms of relevant third-party vendor agreements. In any such instance, Affiliate will notify NPower of the existence of the third-party agreement and any usage, distribution or other restrictions contained therein prior to 6r upon delivery of any such third party Technology. 7.3 License to Affiliate 7.3.1 NPower will keep Affiliate reasonably apprised regarding the creation, status and availability ofN Power-Furnished Technology. 7.3.2 NPower hereby grants to Affiliate a worldwide, royalty-free, nonexclusive and irrevocable li cense to use, copy, distribute and make Improvements to the 8 �NPower-Furnished Technology (and to use, copy, and distribute the lmprovements to the NPower-Furnished Technology), so lely during the Term in connection with its perfonnance of Affiliate NPower Services and its operation as an NPower Affiliate. Affiliate will reproduce, in each copy of or Improvement to NPower-Furnished Technology, any copyright or other proprietary notice that is incl uded in the original NPower-Furnished Technology. 7.3.3 Affiliate may sublicense to third parties who receive Affiliate NPower Services the right to use internally and make a reasonable number of copies of relevant NPowerFumished Technology, provided that the sublicensee agrees in writing (a) to protect the confidentiality of the sublicensed NPower-Furnished Technology, (b) to nse such NPowerFurnished Technology only as contemplated or required by the relevant Affiliate N~ower Services, and (c) to reproduce in each copy of the NPower-Fumished Technology, any copyright or other proprietary notice that is included in the original NPower-Fumished Technology. 7.3.4 If any NPower-Fumished Technology includes Technology that has been licensed to NPower pursuant to agreements with third-party vendors, the li cense granted to Affiliate under Section 7.3.2 (and the related sublicense rights under Section 7.3.3) will be valid only to the extent permitted by the terms of relevant third-party vendor agreements. [n any such instance, NPower will notify Affiliate of the existence of the third-party agreement and any usage, distribution or other restrictions contained therein prior to or upon delivery of any such third party Technology. 7.3.5 Except as provided in the following sentence, the license and sublicense rights granted to Affiliate under this Section 7.3 will terminate upon the expiration or terminati on of the Term. Notwithstanding the foregoin g, (a) Affiliate's license and sublicense rights relating to Improvements to Affiliate-Furnished Technology mad e by NPower and NPower Affiliates will continue in perpetuity, and (b) any sublicenses to third parties under Section 7.3.3 will continue for the duration of existing license agreements between Affiliate and such third parties. Section 8. 8.1 Other Rights and Obligations Information Sharing and Best Practices 8.1.1 NPower will develop formal and informal systems and opportunities for sharing information among all NPower Affiliates. NPower will use commercially reasonable efforts to develop and distribute to the Affiliate infonnation relating to best practices within the NPower Network. 8.1.2 Affiliate will use commercially reasonable efforts to participate in the information-sharing systems and activities developed by NPower, including for example providing NPower with information regarding best practices and the effectiveness of services provided or to be provided by the NPower Network. Nothing in this Section 8.1.2 will require Affi liate to designate any Technology as Affiliate-Furnished Technology. 8.1.3 When replicating best practices and information relating to the NPower Network and its services, NPower and the Affiliate will give appropriate recognition to the original authors or creators by, among other things, reproducing any applicable copyright and other proprietary notices. 9 �8.2 Internet Presence. Affiliate will maintain an Internet web si te at a domain address approved in advance by NPower. NPower may offer hosting services to the Affiliate for a fee determined by NPower. Alternately, Affiliate (at its discretion) may choose to host its own web s1te or identify an alternate host at its own expense, provided in any case that the web site design and content are reasonably acceptable to NPower and consistent with affiliate web site standards reasonably established by NPower. NPower and Affiliate each will provide clearly visible and functioning Links between the home pages of their respective websites. 8.3 Fund Development. Affiliate and NPower will coordinate their fund development activities to take advantage of mutually beneficial shared fundraising opportunities and to avoid potentially counterproductive miscommunication with common funders . NPower and Affiliate will work together to develop and refine communication mechanisms and policies that support this mutually beneficial coordination. lfNPower provides a Network-wide donor management system, Affiliate will use commercially reasonable efforts to use that system. Nothing in this agreement will limit NPower's or Affiliate's ability to individually pursue any fund development opportunities that it deems advantageous. Board R epresenta tion. Until Affiliate ceases to be a member of the NPower 8.4 Network, NPower will have the option of designating an NPower representative as a member of Affiliate's Board of Directors. The NPower representative will be subject to Affiliate's approval, which will not be unreasonably withheld. 8.5 C ha nges in Affiliate Leader ship. Affiliate will consult with NPower regarding the search and selection process for hiring any Chief Executive Officer and will permit NPower to participate in the CEO selection process by way of appointing a member to the Affiliate's search or hiring committee, or comparable involvement. Section 9. \Var ranties and I ndemnification 9.1 Gener al. Each party represents and warrants that (a) its performance under this Agreement will not violate any agreement between it and any third party or any obligation owed by the Party to any third party, and (b) it has all right, power and authority necessary to enter into this Agreement. 9.2 I n tellectual P roperty W arra n ties 9.2.1 NPower represents and warrants that (a) NPower has the unencumbered right to grant the licenses contained in this Agreement, (b) the NPower Marks and Affiliate's use of the NPower Marks in accordance with this Agreement will not infringe upon or misappropriate the Proprietary Rights of any third party, and (c) to NPower's actual knowledge, the NPower-Furnished Technology and Affiliate's use of the NPower-Fumished Technology in accordance with this Agreement will not infiinge upon or misappropriate the Proprietary Rights of any third party. 9.2.2 Affiliate represents and warrants that (a) Affiliate has the unencumbered right to grant the licenses contained in this Agreement, (b) Affiliate's busi ness and/or trade name(s) and NPower's use of such name(s) in accordance with this Agreement will not infringe upon or misappropriate the Proprietary Rights of any third party, and (c) to Affiliate's actual 10 �knowledge, the Affiliate-Furnished Technology and NPower's use of the Affiliate-Furnished Technology in accordance with this Agreement will not infringe upon or misappropri ate the Proprietary Rights of any third party. 9.2.3 NPower will give Affiliate prompt written notice if it becomes aware of any cl aim that the NPower Marks or the NPower-Furnished Technology, or NPower's or any Network Affiliate's use thereof, infringes any third-party Proprietary Right. Affiliate will give NPower prompt written notice if it becomes aware of any claim that the Affiliate-Furnished Technology, Affiliate's business and/or trade name(s), o r NPower's or any Network Affiliate's use thereof, infringes any third-party Proprietary Right. 9.3 Indemnification by Afftliate 9.3.1 Affiliate will indemnify, defend and hold harmless NPower from and against any action or claim that Affiliate's or its sublicensees' use of the NPower-Fumished Technology infringes or misappropriates any third-party Proprietary Right, except to the extent the infringement or misappropriation arises from NPower's violation of its intellectual property warranty contained in Section 9.2. 1. 9.3.2 Affiliate will indemnify, defend and hold harmless NPower from and against any action or claim (a) that is based upon any violation of Affiliate's intellectual property warranty contained in Section 9.2.2, (b) that is based upon any violation of Affiliate's obligations to pay fees or expenses required under Section 2.2, or (c) for personal injury and damage to personal property (excluding Proprietary Rights) attributable to Affiliate's negligence or willful misconduct; provided, however. that Affiliate will have no indemnification obligatio n to the extent any such claim results from NPower's negligence or willful misconduct. 9.3.3 Subject to NPower's compliance with the applicable procedures described in Section 9.5, Affiliate will pay any award against NPower and any costs and attorneys' fees reasonably incurred by NPower resulting from any indemnifiable action or claim described in this Section 9.3. 9.4 Indemnification by NPower 9.4.1 NPower will indemnify, defend and hold harmless Affiliate from and against any action or claim that NPower's or its sublicensees' use of the Affiliate-Furnished Technology infringes or misappropriates any third-party Proprietary Right, except to the extent the infringement or misappropriation arises from Affi liate's violation of its intellectual property warranty contained in Section 9.2.2. 9.4.2 NPower wi ll indemnify, defend and hold harmless Affiliate from and against any action or claim (a) that is based upon any violation ofNPower's intellectual property warranty contained in Section 9.2. 1, (b) that is based upon any violation ofNPower's obligations to pay fees or expenses required under Section 2.2, or (c) fo r personal injury and damage to personal property (excluding Proprietary Rights of any kind) attributable to NPower's negligence or willful mi sconduct; provided, however, that NPower will have no indemnification o bligation to the extent any such claim results from Affili ate's negli gence or willful misconduct. II �9.4.3 Subject to Affiliate's compliance with the applicable procedures described in Section 9.5, NPower will pay any award against Affiliate and any costs and attorneys' fees reasonably incurred by Affiliate resulting from any indemnifiable action or claim described in this Section 9.4. 9.5 Indemnification Procedures. ln connection with any claim or action described in Section 9.3 or 9.4, the Party seeking indemnification (a) will give the indemnifying Party prompt written notice of the clajm, (b) will cooperate with the indemnifying Party (at the indemnifying Party's expense) in connection with the defense and settlement of the claim, and (c) will permit the indemnjfying Party to control the defense and settlement of the claim, provided that the indemnifying Party may not settle the claim without the indemnified Party's prior written consent, which will not be unreasonably withheld. Further, the indemnjfied Party (at its cost) may participate in the defense and settlement of the claim. Section 10. Disclaimers and Limitations of Liability 10.1 Warranty Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ITS PERFORMANCE UNDER THIS AGREEMENT OR THE QUALITY OR NONINFRINGEMENT OF ANY TECHNOLOGY THAT IT LICENSES HEREUNDER. EACH PARTY EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES , INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 10.2 Limitation of Liability. EXCEPT FOR LIABILITIES ARISING IN CONNECTION WITH A PARTY' S OBLIGATION TO INDEMNIFY THE OTHER, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS OPPORTUNITIES OR GOODWILL, AS A RESULT OF ITS PERFORMANCE OR NONPERFORMANCE UNDER THIS AGREEMENT. Section 11. 11.1 Term and Termination Term and Renewal 11.1.1 The irutial term of trus Agreement will begin on the Effective Date and, unless earlier terminated as provided in thjs Section, will continue until the second anniversary of that date. 11.1.2 This Agreement will automatically renew for successive two (2) year renewaJ terms unless either Party gives written notice to the other, at least one hundred and eighty ( 180) days prior to the expiration of the then-current term, stating that it would like this Agreement to expire. 11.2 Termination 11.2.1 The Parties may mutually agree, in writing to termjnate this Agreement at any time. If any of the termination or cure periods set forth in this Section II are shorter than 12 �those required under appli cable laws, rules or regulations, such periods will be extended to the minimum duration required to comply with those laws, rules or regulations. 11.2.2 Either Party may immediately terminate this Agreement (a) if the other Party (a) fails to cure a material default or breach of its obligations hereunder within the cure period specified in Section 11 .3, or (b) upon thirty (30) days' written notice if the other Party is merged or consolidated, substantially changes the nature, quantity or quality of its service offerings, or sells or disposes of all or substantially all of its assets. 11.3 Cure Periods and Escalation Process 11.3.1 Before a Party exercises its right to terminate this Agreement for cause under Section I 1.2.2(a), the chief executive officer of the non-breaching Party will provide written notice to the chief executive officer of the breaching Party describing the breach in reasonable detaiL The two chief executive officers promptly will meet (in person or by telephone) to discuss possible resolutions of the breach. 11.3.2 If the breaching Party does not remedy the breach within thirty (30) days of its receipt of the initial breach notification, the board chair of the non-breaching Party will provide written notice to the board chair of the breaching Party stating that the breach has not been remedied . The two board chairs promptly will meet (in person or by telephone) to discuss possible resolutions of the breach. 11.3.3 If the breaching Party does not remedy the breach within thirty (30) days of its receipt ofthe second breach notification, the Parties will have the option of selecting a mutually agreeable mediator to attempt to so lve the dispute, with costs to be shared evenly between the Parties. 11.3.4 If either Party elects not to pursue mediation, if the Parties are unable to agree on a mediator, or if the Parties are unable to reach a mediated resolution within sixty (60) days of the breaching Party's receipt of the second breach notification, the non-breaching Party may terminate the Agreement upon ten (I 0) days ' advance written notice to the other Party. 11.4 Effect of Termination 11.4.1 Upon expiration or any termination of this Agreement, (a) Affiliate will cease use of all intellectual property, Technology, and Proprietary Rights licensed hereunder (including, as applicable, the NPower Marks, the NPower-Fumished Technology, and Improvements to the NPower-Fumished Technology); (b) Affiliate will cease presenting itself as an NPower Affiliate, and NPower will cease representing Affiliate as a member of the NPower Network; (c) upon one Parties' request, the other Party (at its cost) will return all tangible and intangible property provided by the requesting Party to the other Party; and (d) within thirty (30) days of expiration or termination of the Term, Affili ate sha ll provide written notice to each sublicensee under Section 7.3.3 U1at NPower will serve as the contact point for the sublicense going forward . - 11.4.2 Within fifteen ( 15) days following any termination of this Agreement, Affiliate (a) will provide NPower with documentation ofthe use of all funds received from or 13 �through NPower, and all other funds received in connection with Affiliate's operation as an NPower Affiliate, up to the date of final notice of termination, and (b) will provide NPower with full payment of all unspent restricted funds received from or through NPower and a prorated annualized refund of all unrestricted funds provided from or through NPower. 11.4.3 Within twenty-one (21) days following any termination of this Agreement, NPower will provide the Affiliate with a prorated annualized refund of any affi li ate dues paid for a period extending beyond the termination date. 11.5 Survival. Sections 6, 7, 9, I 0, 11 and 12 (together with all other provisions of this Agreement reasonably may be interpreted or construed as surviving termination or expiration of this Agreement) will survive the expiration or termination of this Agreement. Section 12. Confidentiality 12.1 Confidential Information. Each Party acknowledges that, in the course of performing its obligations hereunder, it will receive information that is designated in writing by the djsclosing Party as confidential or that, given its nature and the circumstances surrounding its disclosure, reasonably should be considered confidential ("Confidential Information"). ConfidenHal Information does not include any information that (a) is or becomes publicly available without breach oftrus Agreement, (b) can be shown by documentation to have been known to the receiving Party at the time of its receipt from the disclosing Party, (c) is received from a third party who did not acquire or disclose such information by a wrongful act, or (d) can be shown by documentation to have been independently developed by the receiving Party. 12.2 Use. Neither Party will , during or subsequent to the Term (a) use any of the disclosing Party's Confidential Information for the benefit of anyone other than the disclosing Party, or other than for a Party to perform an obligation under trus Agreement or (b) disclose any of the disclosing Party's Confidential Information to anyone other than an employee or consultant of the receiving Party who is obligated by written contract to protect the confidenHality thereof and requires such information to perform hereunder, or an employee of the disclosing Party. Consultants include either Party's attorneys, accountants, programmers, and other persons who render professional services to either Party. 12.3 Required Disclosures. If either Party is required by any governmental entity or legal process to disclose information that is subject to this Section, the Party that is subject to the duty of disclosure may disclose such information to the extent required, provided that the disclosing Party provides the other Party with reasonable prior written notice (given the constraints placed upon the Party under the duty to disclose) to enable either Party to take actions necessary to attempt to prevent such disclosure. Section 13. Miscellaneous 13.1 Compliance with Laws. ln the performance of this Agreement, each Party will comply with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction . Affiliate and NPower will cooperate in providing, acquiring, or fulfilling any governmental or regulatory notices, 14 �approvals, or requirements necessary to fulfill the terms and conditions of this Agreement or to provtde the products and services contemplated by this Agreement. 13.2 Insurance. Throughout the Term, each Party will procure and maintain the followi ng policies of insurance: (a) real and personal property coverage, (b) comprehensive general liability coverage of no less than $ 1 million combined single limit per occurrence, and $2 million aggregate, (c) directors and officers liability coverage, and (d) professional liability coverage. 13.3 Notices. All notices, consents, requests, waiver or other communications required under this Agreement will be made in writing and will be deemed to be duly given on the date received or first refused and shall be delivered personally, via nationally recognized overnight courier or via certified mail, postage prepaid, return receipt requested, and in each case addressed as follows or such other address as shall otherwise be furnished in writing by the parties: NPower Attn: Executive Director 403 23 rd A venue South Seattle W A 98144 (206) 957-7700 Michigan Nonprofit Association Attn: Executive Director NPower Michigan Michigan Nonprofit Association 7375 Woodward, Suite 2730 Detroit, M I 48202 13.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. This Agreement may not be modified except by a written agreement dated subsequent to the date hereof and signed on behalf ofNPower and the Affi liate by their respective duly authorized representatives. 13.5 Assignment. Neither Party may assign this Agreement (in whole or part) without the other Party' s prior written approval. Except as otherwise provided herein, this Agreement will be binding upon and inure to the benefit of the Parties' successors and lawful assigns. 13.6 Choice of Law. This Agreement will be construed in accordance with the laws of the State of Washington. TI1e Parti es will endeavor to mutually agree on an appropriate jurisdiction and venue for any action or proceeding arising from the subject matter of this Agreement. If no such agreement is reached , the Parties consent to jurisdiction and venue in the state and federal courts sitting in King County, Was hington. 13.7 Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. This Agreement has been 15 �negotiated by the Parties and their respective counsel and shall be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party. 13.8 Force Majeure. Neither Party will be li able or responsible for delays or failures in performance resulting from events beyond its reasonable control. Such events shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, acts of government, fire, power failures, nuclear accidents, earthquakes, unusually severe weather, or other disasters, whether or not similar to the foregoing. 13.9 Waiver. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. 13.10 Nonprofit Status. AFFILIATE ACKNOWLEDGES THAT (A) IT IS AN EXISTING NONPROFIT PUBLIC OR QUASI PUBLIC ENTITY OR NONPROFIT CHARITABLE ORGANIZATION WHICH SEEKS TO PROMOTE THE PUBLIC GOOD THROUGH ITS ACTMTLES AND DOES NOT SEEK OR EXPECT BUSINESS SUCCESS OR PROFIT TO RESULT FROM ITS ACTIVITIES UNDER THIS AGREEMENT OR OTHERWISE, AND (B) IT HAS BEEN GRANTED TAX-EXEMPT STATUS BY THE INTERNAL REVENUE SERVICE. IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement as of the Effective Date. NPower Michigan Nonprofit Association B~~~{;-xLc.. ~ Y. to/ By____..L..__;L_/L_ ·_ Its _ Date _ _l_,_/_'1_/_;)_ocJ_1_ __ Date _ _ L_~_ L_- Its v t v(. 1 r el.- -e-"-"'s-'3£.\JJ.&,l.lML.li...~-~~Cg"""" ' ;;----=0=-- __:Q_r 0_7 --'----- 16 � 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_2007-02-12_NPower-Affiliate-Service-Agreement Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger 2007-02-12 Npower Affiliate Service 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 2007-02-12 Npower Affiliate Service 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, 49419 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 2007-02-12 https://digitalcollections.library.gvsu.edu/files/original/6bf538389ba6fd3c4c7fb8da5867a85d.pdf 368db7a8bc1ec6c519a01d1ea5664fff PDF Text Text VOLUNTEER CENTERS O F MICHIG•N May 30,2007 Ms. Karla Hall -Chair Michigan Nonprofit Association 1048 Pierpont Suite #3 Lansing, Michigan 48911 Dear Ms. Hall: On behalf of the Volunteer Centers of Michigan, let me express to you and the other members of the Board our support and enthusiasm for the merger ofCMA and MNA into one unified organization. We look forward to our re-affiliation with the MNA and our ability to providing on an ongoing basis updates on the work of the Volunteer Center Network in our state. As required by our "Affiliation Agreement," we are submitting to you for your review and ratification our designated representatives for both the MNA Board of Trustees and the CMA Endowment Committee. These individuals have been approved by our VCM Member Council at their May 10, 2007 meeting. MNA Board of Trustees: Dale Weighill- President and CEO- Resource Center, Flint Michigan (currently on MNA Board). • Denise Hubbard-Executive Director- Volunteer Connections of Montcalm County • (Currently the Chair of the Volunteer Centers of Michigan Member Council). CMA Endowment Committee Representatives: Martha Bottomley- Director- Volunteer Muskegon (Previous member of the CMA Board of • Directors and Past Chair ofVCM Member Council). James Pearl- Director- Volunteer Center of Battle Creek (Currently Vice-Chair of the VCM • Member Council). We feel confident in their commitment to representing the Volunteer Centers in our state and in supporting the work of the Michigan Nonprofit Association as the organization moves forward in their work through the corning years. Should you need any additional background information on any of our representatives please give me a call. Sincerely, £};$;- ~~ez\~ Executive Director cc: Sam Singh Kyle Caldwell 1048 Pierpont, Suite 3, Lansing, Michigan 48911-5976 Phone: (517) 492-2430 • Fax: (5 17) 492-2444 • Toll Free: 1-888-393-4737 (Michigan only) www.rnivo1unteers.org Affiliated with the ConnectMichigan Alliance �JUL 0 2007 1- Affiliation Agreement B etwee11 the Volunteer Centers of Michigan and the Michigan Nonprofit Association (Approved March 9, 2007) P urpose and Intent of the Afftliation : The Volunteer Centers of Michigan (VCM) is a membership organization with the mission to strengthen, develop and connect volunteer centers throughout the state. Volunteer Centers ofMichigan ensures all volunteer centers have the capacity to positively impact every Michigan community and their citizens through volunteerism. The Volunteer Centers ofMichigan (VCM) is a statewide network of local Volunteer Centers serving Michigan citizens and its counties. Volunteer Centers mobilize people and resources to deliver creative solutions to community problems. Through the convening of organizations, the promotion of community service, and the matching of volunteers to nonprofit programs and events, Vo lunteer Centers take a leadership role in addressing key community issues. The Michigan Nonprofit Association (MNA) nonprofit membership organization with the mission to enhances the effectiveness of the Michigan nonprofit sector in serving society. The fonnal affiliation between MNA and VCM will provide opportunities to build a more effective and efficient organization for the delivery of volunteer and service programs that will benefit the Michigan nonprofit sector. Working together, VCM and MNA and its partners will more creatively and efficiently engage individuals in voluntary action and service, create community problem solvers, and assure the transference of Michigan 's philanthropic spirit to future generation of citizens. Affiliation specifics include: Duration, Recognition and Review: • This agreement will be in effect on July 1, 2007. The agreement will remain a mutual agreement reviewed yearly by the VCM Executive Committee to reaffirm the agreement or make changes. • This agreement nullifies the previous affiliation agreements with the ConnectMichigan Alliance and any previous affiliation agreements with the Michigan Nonprofit Association and the Michigan Nonprofit Forum. • This agreement may be modified provided that each party notifies the other in writing, and provided that the modifications are approved by both the boards of MNAand VCM. • MNA will recognize and honor any affi liation agreements between VCM and the Points of Light Foundation. • The VCM Executive Committee shall annually review the affiliation between MNAand VCM. Governance: �Governance: VCM Executive Committee governs the affairs of, and is responsible for formulating the mission, vision, goals and strategic plans for the organization. The VCM Operating Council sets the membership qualifications, dues, and voting requirements ofVCM leadership. The VCM Operating Council shall elect its own Executive Committee. The VCM Operating Council and VCM Executive Committee may make management recommendations on all issues regarding VCM operations to the MNA Board ofTrustees through the President and CEO • • • • • • ofMNA. In compliance with VCM Bylaws (Article IX, Sec. 2), the VCM Operating Council shall be responsible for electing the eligible members to serve as the two (2) VCM representative s on the MNA Board of Trustees as Association (permanent) members, and the two (2) designated seats on the ConnectMich igan Alliance Endowment Fund Advisory Committee all with full voting privileges. Members of the ConnectMich igan Alliance Endowment Fund Advisory Committee will advise the MNA Board of Trustees on the usage of the Endowment proceeds to ensure that donor intent is preserved as stipulated in the agreement with the Capital Region Community Foundation (to support volunteer infrastructure and VCM). MNA will provide time on the MNA Board of Trustee meeting agenda as requested by VCM. Neither VCM nor MNA will develop a mission statement or vision statement that contradicts the other. Branding: • • • VCM will retain its identity, continuing to use its name and logo, while adding "affiliated with the Michigan Nonprofit Association" on publications print or electronic. MNA will include "affiliated with Volunteer Centers of Michigan" on publications print or electronic. Both organizations will maintain separate, but mutually recognize (link) web pages (domains). Finances: • All assets and liabilities ofVCM will be transferred to MNA on July 1, 2007. The • • • equipment and assets currently utilized and purchased by VCM will become the property of the MNA. The MNA Board ofTrustees will have authority and fiduciary responsibility for VCM. MNA will provide the VCM Executive Director with financial statements at least quarterly for the fiscal management and budgeting, grant reporting, financial report for an annual report, and financial reports for VCM Operating Council and Executive Committee meetings if requested. MNA shall fiscally administer all existing programs grants, from public and private sources and allow VCM to use the SOl(C) 3 status ofMNA for the purpose of applying for grants. 2 �• • • • VCM's Executive Director will be part of the staff budgeting team for MNA and the CMA Fund Advisory Board. MNA will provide support for the basic staffing and operating expenses of the VCM. MNA and VCM will coordinate, and where appropriate, mutually conduct fundraising efforts; however this coordination should allow VCM to pursue grants, sponsorships, donations and gifts in collaboration with partners and MNA or separate and for specific VCM member purposes. MNA will hold any VCM reserve funds as designated in the annual budgeting process. The VCM Executive Committee will approve all uses of the VCM designated reserve funds. Personnel: • VCM's Executive Director will be supervised by the President and CEO ofMNA and be part of the senior management team. • VCM Staff will adhere to MNA personnel policies and procedures. • The VCM Executive Director will supervise VCM staff, as well as have input on supervision ofMNAIVCM shared staff. • The VCM Executive Committee and MNA President and CEO shall jointly select, hire, annually evaluate, set compensation, and terminate the Executive Director of theVCM. Services: • VCM members will be MNA members, with full MNA member benefits. • MNA will provide shared administrative services including, but not limited to: human resources, professional staff, adequate work space, financial , administrative, and technology support and services as provided to other MNA affiliates. Space: • VCM operations will be housed free of charge with MNA. Termination: • Upon mutual agreement between MNA and VCM, this affiliation may be terminated. However, the VCM Operating Council may terminate this affiliation upon a two-thirds majority vote of the Council. Upon termination, all terms of the agreement will be considered null and void. In addition, VCM will forfeit their designated seats on both the MNA Board of Trustees and CMA Endowment Fund Advisory Committee, and relinquish all access to and proceeds of the CMA Endowment Funds. Appendices: VCM By-Laws 3 �Attestation: The approval ofthis agreement is properly recorded in the minutes of the Michigan Nonprofit Association (June, 2007) and the VCM Operating Council meeting (May 2007), as attested to by the undersigned officials of both organizations. ~-t-ti.&J Denise Hubbard i'arlaHall Chair Chair - Volunteer Centers of Michigan Michigan Nonprofit Association President Michigan Nonprofit Association 4 � 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_2007-05-30_Designated-Representatives Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger 2007-05-30 designated representatives Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger 2007-05-30 designated representatives. 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, 49420 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 2007-05-30 https://digitalcollections.library.gvsu.edu/files/original/f9f3a0508f73b6b11d7854cc67ffc0ee.pdf 773927b74d344bc1ce6b52ca0c1d9cf4 PDF Text Text JUN 1 5 2007 Dykema Gossett PLLC 124 W. Allegan Street, Suite 800 Lansing , Ml 48933 DykEMA WWW.DYKEMA.COM Tel: (517) 374-9100 Fax: (517) 374-9191 Joseph J. Baumann Direct Dial: (517) 374-9169 Email: JBAUMANN@DYKEMA.COM June 14, 2007 Hand Delivered Department of Attorney General Charitable Trust Section 525 W. Ottawa. 6th Fl P.O. Box 30214 Lansing, MI 48909 Re: Michigan Nonprofi t Association ConnectMichigan All iance Ladies and Gentlemen: - I am writing to inform the Department of Attorney General of the upcommg merger of ConnectMichigan A lliance. a Michigan nonprofit corporation, into Michigan Nonprofi t Association, a Michigan nonprofit corporation and licensee under the Charitable Organizations and olicitati ons Act. As discussed below. we are also asking that the Department furnish a leuer conseming to the filing of restated articles of incorporation for Michigan Nonprofit Association . A. T he Pa rties. The proposed transactions are designed to bring together two organizations dedicated to improving and enhancing the effectiveness ofMi chigan·s nonprofit sector. • M ichigan Nonprofit As ociation is a nonprofit directorship corporation organized in 1990 to promote the awareness and effectiveness of Michigan's nonprofit sector. Michigan onprofit Association is recognized by the IR as a tax-exempt charitable organization described in Section 50 l (c)(3) of the internal Revenue Code and is registered with the Department. • Co nncctMichiga o Allia nce is a nonprofit directorship corporation formed in 2000 to promote and strengthen \'Olunteerism as a tax-exempt charitable organization described in ection 50 I (c)(J) of the Internal Revenue Code and is registered \\ ith the Department. T he Pr opo ed M er ger. A copy of the Agreement and Plan of Merger (the '·Merger Agreement"") between Michigan Nonprofit Association and ConnectMichigan Alliance is enclosed. It includes the Restated Articles of Incorporation and Bylaws of the surviving corporation. ·me lerger Agreement provides for a statutory merger under which the sur\'ivor B. < \1 I H>RNI \ I I ll INO IS I M IC IJH, \ :-.. \\ \~ II "'G TOi'\ DC �DykEMA Department of Attorney General June 14, 2007 Page 2 will succeed to aJl the assets and liabilities of both of the merging corporations (without any distributions or other consideration being provided to any other individuaJs or organizations). Michigan Nonprofit Association is the surviving corporation. No separate dissolution of ConnectMichigan AJliance will occur and there will be no distribution of ConnectMichigan Alliance assets to third parties. The forma l approvals of the transactions described in this letter by the participating corporations have been completed or will soon be. The parties intend to file their Cert ificate of Merger with the Department of Labor and Economic Growth shortly, to take effect at the end of June, 2007. Because time is somewhat limited, we would appreciate it if you could let me know as soon as possible if there are questions or if you require any further information or documentation. We appreciate your assistance very much. Sincerely, DYKEMA GOSSETT Enclosures A. B. C. cc: PLLC Agreement and Plan of Merger Restated Articles of urv1vor Bylaws of Survivor Samir Singh (without enclosures) Kyle Caldwell (without enclosures) Ann D. Fillingham (without enclosures) Sandra M. Cotler (without enclosures) LANO I 1734692 10\JJBA c \1.11 OR!" I.\ 1 11 uNor ::- 1 ,\II C: Ilr <. ' ' \\ \SJJr-..:c ro:-.: n c. � 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_2007-06-14_Legal-Council Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger 2007-06-14 legal council Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger 2007-06-14 legal council. 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, 49421 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 2007-06-14 https://digitalcollections.library.gvsu.edu/files/original/4e6222542b43dbd395cf62086591b7e4.pdf d54f1c7326af4dea81375611e17280fa PDF Text Text STATE OF MICHIGAN DEPARTMENT OF ATTORNEY GENERAL P.O. Box 30214 LANSING, MICHIGAN 48909 MIKE COX ATIORNEY GENERAL July 2, 2007 Joseph J. Baumann, Esq. Dykema Gossett PLLC 124 West Allegan Street, Suite 800 Lansing, Ml 48933 Dear Mr. Baumann: Re: Merger of ConnectMichigan Alliance (MICS/CT 24592) into Michigan Nonprofit Association (MICS/CT 10300) Enclosed, please find our letter offering no objections to the above-captioned merger. So that we may eventually close our file on ConnectMichigan Alliance ("CMA"), please see that we are provided with the following items when they are available: 1. A copy of the "Filed" Certificate ofMerger. 2. Copies of CMA's final IRS returns for the period ended June 30, 2007 and the period ended the effective date of the merger. Please advise Michigan Nonprofit Association that, as survivor, it will be considered responsible for seeing that we are provided this documentation. If you have any questions, please feel free to contact me. Very truly yours, Joseph J K man Auditor Charitable Trust Section (517) 373-1152 JJK/db s: ct correspondence/2007/djul/24592 10300 �STATE OF MICHIGAN DEPARTMENT OF ATTORNEY GENERAL P.O. BOX 30214 LANSING, MICHIGAN 48909 MIKE COX ATTORNEY GENERAL July 3, 2007 Dykema Gossett PLLC Joseph J Baumann Esq 124 W Allegan St #800 Lansing MI 48933 Dear Sir/Madam: Re: Merger of ConnectMichigan Alliance MICS 24952 into Michigan Nonprofit Association MICS 10300 The Attorney General's office has received your request to review the proposed merger of the above-captioned organizations pursuant to the provisions of the Dissolution of Charitable Purpose Corporations Act, MCL 450.251 et seq and the Supervision ofTtustees for Charitable Purposes Act, MCL 14.251 et seq. Please be advised that the Department of Attorney General does not object to the merger. The non-objection is based upon the facts as you have represented them in materials disclosed to the office and is limited to that set of facts and to the named organizations. Additionally, please be advised that the review performed by the office has been solely for purposes of determining compliance with the provisions ofthe Dissolution of Charitable Purpose Corporations Act, MCL 450.251 et seq and the Supervision of Trustees for Charitable Purposes Act, MCL 14.251 et seq and in no way should be construed as an approval or review of the proposed merger for purposes of determining compliance with any other state or federal law. Patricia Conley Administrator Charitable Trust Section (517) 373-1152 PAC/db � 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_2007-07-02_Letter-Offering Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger 2007-07-02 letter offering Creator An entity primarily responsible for making the resource Michigan Nonprofit Association Description An account of the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger 2007-07-02 letter offering. 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, 49422 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 2007-07-02 https://digitalcollections.library.gvsu.edu/files/original/8c41accc9063bc16289e3e0e99d8dd39.pdf 1e17994885e1ccc86a71ce1f24786e43 PDF Text Text AUG 0 1 2007 DykEMA Dykema Gossett PLLC 124 W . Allegan Street, Suite 800 Lansing , Ml 48933 WWW.DYKEMA.COM Tel: (517) 374-9100 Fax: (517) 374-9191 Joseph J. Baumann Direct Dial: (517) 374-9169 Email: JBAUMANN@DYKEMA.COM July 31, 2007 Hand Delivered Mr. Joseph J. Kylman, Auditor Department of Attorney General Charitable Trust Section 525 W. Ottawa, 6rn Fl Lansing, MI 48909 Re: Certificate of Merger of Michigan Nonprofit Association and ConnectMichigan Alliance Dear Mr. Kylman: Thank you for your letter dated July 2, 2006 (copy enclosed). Per your request, I enclose the filed certificate of merger (filed July 25, 2007) and the restated articles of incorporation (filed with the Certificate of Merger on July 25, 2007). The merger was effective upon filing. The Michigan Nonprofit Association will submit fmallRS returns for ConnectMichigan through July 25, 2007. Thank you again for your assistance. Please do not hesitate to contact me with any questions or concerns. Sincerely, Copy of letter Certificate of Merger (Including Restated Articles of Survivor) cc: Kyle Caldwell (with enclosures) Ann D. Fillingham (without enclosures) Sandra M. Cotter (without enclosures) LANO 1\175223 I ID\JJBA CA LIFORNIA I ILLIN O IS I MI C HI GAN I WASHINGTON DC �BCS/CD-550(Rev 12/05) MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES Date Received (FOR BUREAU USE ONLY) Ths document os eHedlve on the date filed unleu a subsequent eHedlve date ""lion 90 days lfler receoved date os slated on tha document Name Joseph J. Baumann Address Dykema Gossett PLLC, Capitol View, 20 I Townsend, Suite 900 State Coty Lansing Ml ZIP Code 48933-1718 Effective Date: Document will be returned to the name and address you enter above. If left blank document will be mailed to the registered office. CERTIFICATE OF MERGER (Domestic Nonprofit Corporations) Pursuant to the provisions of Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporations execute the following Certificate of Merger: 1. The Plan of Merger is as follows: a. b. The name of each constituent corporation and its identification number is: Michigan Nonprofit Association 787-349 ConnectMichigan Alliance: 764-804 The name of the surviving corporation and its identification number is: Michigan Nonprofit Association c. 787-349 Neither of the constituent corporations has any stock. 2.a) For each corporation organized on a membership basis, state (a) the name of the corporation, (b) a description of its members, and (c) the number, classification and voting rights of its members. NIA 2.b) For each corporation organized on a directorship basis, state (a) the name of the corporation, (b) a description of the organization of its board, and (c) the number, classification and voting rights of its directors. LANOI\174905 2 ID\JJBA �(a) Michigan Nonprofit Association (CID #787-349) is a Michigan nonprofit corporation organized on a directorship basis and operated for charitable and educational purposes. ConnectMichigan Alliance (CID #764-804) is a Michigan nonprofit corporation organized on directorship basis and operated for charitable and educational purposes. (b) Michigan Nonprofit Association has thirty-seven (37) directors. ConnectMichigan Alliance has ( 18) trustees. (c) Each director has one vote. There are no classifications and all directors have the same voting rights as any other director. The act of the majority of the Board of Directors at a meeting at which a quorum is present is the act of the Board ofDirectors. 2.c) State the terms and conditions of the proposed merger or consolidation. Include the manner and basis of converting the shares of, or membership or other interests in, each constituent corporation into shares, bonds, or other securities of, or membership or other interest in, the surviving or consolidated corporation, or into cash or other consideration. ConnectMichigan Alliance shall be merged with and into the Michigan Nonprofit Association and the separate existence of ConnectMichigan Alliance shall cease. The Michigan Nonprofit Association shall be the successor or surviving corporation (" Surviving Corporation") in the Merger and shall continue to be governed by the laws of the State of Michigan. The Merger shall have the effects specified in the Michigan Nonprofit Corporation Act. At the effective time of the merger, the Articles of Incorporation of Michigan Nonprofit Association will be amended and restated in their entirety in the manner set forth in the Restated Articles of Incorporation attached to this Certificate of Merger as Exhibit A. The Restated Articles of Incorporation will govern the Surviving Corporation. At the effective time of the merger, the Bylaws of Michigan Nonprofit Association will be amended and restated in their entirety. The amended and restated Bylaws will govern the Surviving Corporation. At the effective time of the merger, the following individuals shall be the directors of the Surviving Corporation, until their successors have been duly elected or appointed and qualified in accordance with the Bylaws of the Surviving Corporation or untiJ their earlier death, resignation or removal in accordance with the Restated Articles of Incorporation and Bylaws of the Surviving Corporation: At-Large Directors Elyse Rogers Barbara Orr Hill William Liebold, II Judy Moore Karla Hall Thomas Bailey Delois CaldwelJ Suzanne Heath Gerald Smith 2 LANO I\ 1749052 10\JJBA �Carolyn Bloodworth Barbara Kratchman Ibrahim Ahmed Sheilah Patrice Clay Cheryl Coleman Suzanne Greenberg Carol Touchinski Ouida Cash Richard Rappleye Liz Siver Association Director Representative: Representative of: David Seaman Michigan Health & Hospital Association N. Charles Anderson Council of Michigan Urban Leagues Michael Boulus Presidents Council State Universities ofMichigan Robert Collier Council of Michigan Foundations Doreen Woodward Michigan Community Action Agency Association Anne Rosewarne Michigan Health Council Edward 0 . Blews, Jr. Association oflndependent Colleges and Universities of Michigan Justin King Michigan Association of School Boards Jane Marshall Food Bank Council of Michigan William Mayes Michigan Association of School Administrators Sr. Monica Kostielney Michigan Catholic Conference Susan Herman Michigan Jewish Conference Ann Marston Michigan League for Human Services ArtServ Michigan Michigan Community College Association David Price Michigan Association of Rehabilitation Organizations Michigan Association of United Way David Eisler Michigan Campus Compact Jacqueline Taylor Michigan Campus Compact Dale Weighill Volunteer Centers of Michigan Denise Hubbard Volunteer Centers of Michigan Musette Michael Michigan Community Service Commission 3 LANO I\174905.2 10\JJBA �At the effective time of the merger, the following individuals shall 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 ofthe 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 2.d) If a merger, the amendments to the Articles, or a restatement of the Articles, of the surviving corporation to be effected by the merger are as follows: At the effective time of the merger, the Articles of Incorporation of Michigan Nonprofit Association will be amended and restated in their entirety in the manner set forth in the Restated Articles of Incorporation attached to this Certificate of Merger as Exhibit A. The Restated Articles of Incorporation will govern the Surviving Corporation. 2.e) Other provisions with respect to the merger (consolidation) are as follows: None. 3. The constituent corporations have complied with the applicable provisions of the laws of Michigan, the jurisdiction in which each is organized. 4. The merger shall be effective immediately upon filing. 5. The Plan of Merger was approved by the Board of Directors of Michigan Nonprofit Association in accordance with Section 703(3) of the Act. The Plan of Merger was approved by the Board of Directors of ConnectMichigan Alliance in accordance with Section 703(3) of the Act. MICHIGAN NONPROFIT ASSOCIATION CONNECTMICHIGAN ALLIANCE By: By: Its: -------------------- ---------- ------------------- ----------- President and CEO Its: 4 LANO I\174905.2 10\JJBA President and CEO �Organiza tion submittin g fees: Prepared by: Dykema Gossett PLLC Joseph J . Baumann (Phone: 517.374.9 169) LANOI\ 174905 2 IDVJBA 5 �BCSICD-511 (Rev 12105) MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES Dale Received (FOR BUREAU USE ONLY) This document is effective on the dale filed unless a subsequent effective dale with 90 days after received in the document Name Sandra M. Cotter Address Capitol View Building , 201 Townsend Street, Suite 900 City State Zip Code Lansing Michigan 48933 EFFECTIVE DATE: ~ Document will be returned to the name a nd address you enter above .,P lfleft blank document will be mailed to the registered office. RESTATED ARTICLES OF INCORPORATION For Use by Domestic Nonprofit Corporations Pursuant to the provisions of Act 162, Public Acts of 1982, the undersigned corporation executes the following Restated Articles: 1. The present name of the corporation is: Michigan Nonprofit Association. 2. The identification number is: 787-349 3. All former names of the corporation are: Michigan Nonprofit Forum 4. The date of filing the original Articles oflncorporation was: Nov. 15, 1990 The following Restated Articles ofIncorporation supersede the Articles ofIncorporation as amended and shall be the Articles ofIncorporation for the corporation: ARTICLE I The name of the corporation is: Michigan Nonprofit Association. ARTICLE II The purpose or purposes for which the corporation is organized are: 1. The purpose or purposes for which the corporation is organized are exclusively charitable and educational, specifically to promote the awareness and effectiveness of Michigan' s nonprofit sector, and to advance the cause of voluntarism and philanthropy in the state. Within these general purposes, the corporation has been organized to have and exercise all �rights and powers conferred on nonprofit corporations under the laws of the State of Michigan, provided, however, that this corporation shaJJ not engage in actions or exercise powers not in furtherance of these purposes. ARTICLE Ill The Corporation is organized upon a nonstock basis a. The description and value of the assets that the Corporation possesses ts: none b. The description and value of its personal property assets are: cash $165,000 eqwpment $6,500 c. The corporation is to be financed under the following general plan: grants, contributions d. The corporation is organized on a directorship basis. ARTICLE IV The address and mailing address of the registered office is: 1048 Pierpont Street, Suite 3. Lansing, MI 48911 The name of the resident agent is: Samir Singh ARTICLE V The names and addresses of all the incorporators are as follows: Thomas M. Bemthal, MCCA, 2100 Michigan National Tower, Lansing, MI 48933 Edward D. Blews, Jr., AICUM, 650 Michigan National Tower, Lansing, MI 48933 Don R. Elliot. MASA, 421 W. Kalamazoo St., Lansing, MI 48933 Barbara K. Goldman, MCA, 1200 Sixth Ave., Swte 1180, Detroit, MI 48226 Robert E. Ivory, UWM, 300 N. Washington Sq., Suite 405, Lansing, MI 48933 Dorothy A Johnson, CMF, One South Harbor. Suite 3, Grand Haven MI 49417 Justin P. King, MASB. 421 W. Kalamazoo St., Lansing, MI 48933 Russell G. Mawby Kellogg Fndn., 400 N. Ave., Battle Creek. MI 49017 Beverly L McDonald, MLHS, 300 N . Wash. Sq., Suite 401, Lansing, MI 48933 Glenn R. Stevens, PCSUM, 306 Townsend St. Suite 450, Lansing, MI 48933 James R. Tarrant, MHC. 1305 Abbott Road. Suite 102, East Lansing, MI 48933 2 �ARTICLE VIII INVESTMENT COMMITTEE AND AFFILIATIONS Section 1. INVESTMENT COMMITTEE. An investment committee shall be created for the sole purpose of directing the use of the income from ConnectMichigan Alliance Fund (the "Endowment") for the purpose of supporting volunteer infrastructure as described in the endowment agreement with the Capital Region Community Foundation. The committee shall consist of eight (8) members, to be appointed by [the Board of Directors] . The committee shall exist until December 31, 2012, and after this date, the Directors of the MNA may vote to continue the committee, amend the committee, or abolish the committee. Section TI. AFFILIATION AGREEMENTS. Affiliation agreements shall be negotiated and executed with the Michigan Campus Compact and the Volunteer Centers of Michigan. These entities shall continue their separate or related corporate identities (as appropriate) and the agreements shall have sim ilar force and effect as the previous affiliation agreements between the ConnectMichigan Alliance and both groups. ARTICLE IX MEETINGS BY WRITTEN CONSENT Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is signed by all of the directors then in office. Such consent shall have the same effect as a vote of the directors and may be stated as such in any Articles or document filed with the State of Michigan. ARTICLE X NON-PROFIT STATUS RESTRICTION ON OPERATIONS AND DISPOSITION OF ASSETS Notwithstanding any other provision of these Articles, all the income and earnings of the Corporation shall be used exclusively for corporate purposes. No part of the net earnings of the Corporation shall inure to the benefit of or be distributed or distributable to its directors, officers, or other private persons, firms, corporations, or associations, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the Corporation shall in no manner be controlled by or under the direction of, nor shall it act in the substantial interest of, any private individual, firm , corporation, partnership or association seeking to derive profit or gain therefrom or seeking to eliminate or minimize losses in any dealing or transaction with the Corporation. 4 �ARTICLE VI Restrictions of Operations: No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 179(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code. ARTICLE VII BOARD OF DIRECTORS Section I. NUMBER. The Board of Directors shall consist of twenty-two (22) permanent Association Director positions, and no Jess than ten (1 0) nor more than forty (40) AtLarge Director positions. The Board of Directors shall decide the number of At-Large Directors positions there shall be on the Board, for the purpose of the subsequent election to be conducted pursuant to this Article. All Directors shall carry one vote and have equal rights and privileges. Section II. APPOINTMENT AND TENURE. Directors serving in Association Director positions shall serve terms of three years and may succeed themselves. At-Large Directors shall serve terms of three years and may succeed themselves two times. All vacancies in the Board may be filled by the Chair until the next regular annual meeting of the corporation, at which time the Association shall elect new individuals to fill any vacancies in At-Large Directors as provided in the Corporation' s Bylaws. Section III. REMOVAL. Any Director may be removed with or without cause by a majority vote of the Directors in office. Section IV. POWER AND AUTHORITY OF THE BOARD OF DIRECTORS. The Board of Directors of the Corporation shall maintain charge, control and management of the business, property, affairs, and funds of the Corporation and shall have the power and authority to do and perform all acts and functions permitted for an organization described in Section 50l(c)(3) of the Internal Revenue Code of 1986 (or comparable provisions of subsequent legislation) not inconsistent with these Articles or with the laws of the State of Michigan. In addition to, and not in limitation of, all purposes mentioned in and implied from Article II, the Board ofDirectors shall have the authority to raise money for corporate purposes. 3 �Notwithstanding any other provision of these Articles, no individual director of the Corporation or other private person shall have any title to or interest in the corporate property or earnings in his or her individual or private capacity. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 50l(c)(3) of the Internal Revenue Code of 1986, or comparable provisions of subsequent legislation, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, or comparable provisions of subsequent legislation. ARTICLE XI DISSOLUTION Dissolution may be authorized in the manner provided by law. Upon the dissolution of the Corporation, the board shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 50 I (c)(3) of the lntemal Revenue Code of 1986, or comparable provisions of subsequent legislation, or shall be disposed of by the circuit court of the county in which the principal office of the Corporation is then located exclusively for such purposes or to such organization or organizations as said court shall determine which are organized and operated exclusively for such purposes. ARTICLE XII COMPROMISE/ ARRANGEMEN T/REORGANIZ ATION When a compromise or arrangement or a plan of reorganization of this Corporation is proposed between this Corporation and its creditors or any class of them or between this Corporation and its directors or any class of them, a court of equity jurisdiction within the state, on application of this Corporation or of a creditor or director thereof, or on application of a receiver appointed for the Corporation, may order a meeting of the creditors or class of creditors or of the directors or class of directors to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. lf a majority in number representing 3/4 in value of the creditors or class of creditors, or of the directors or class of directors to be affected by the proposed compromise or arrangement or a reorganization of this Corporation as a consequence of the compromise or arrangement agree to a compromise or arrangement, the compromise or arrangement or the reorganization, if sanctioned by the court to which the application has been made, sha ll be binding on all the creditors or class of creditors, or on all the directors or class of directors and also on this Corporation. 5 �ARTICLEXID INDEMNIFICATION Each person who is or was a director or an officer of this Corporation, and each person who serves or bas served at the request of this Corporation, as a member, director, officer, agent, or committee member of any other corporation, partnersrup, joint venture, trust or other enterprise shall be indemnified by the Corporation to the fullest extent permitted by the corporation laws of the State of Micrugan as they may be in effect from time to time. This Corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the Corporation would have power to indemnify such person against such liability under the laws of the State of Michigan. ARTICLE XIV DIRECTORS' AND OFFICERS' LIABILITY No member of the Board of Directors of the Corporation who is a volunteer director or a volunteer officer, as those terms are defined in the Michigan Nonprofit Corporation Act (the "Act"), shall be personally liable to this Corporation for monetary damages for a breach of the director' s or officer's fiduciary duty; provided, however, that this provision shall not eliminate or limit the liability of a director or officer for any of the following: 1. A breach of the duty of loyalty to the Corporation; 2. Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; 3. A violation of section 551(1) of the Act; 4. A transaction from wruch the director or officer derived an improper personal benefit; 5. An act or omission occurring before the filing of these Articles of Incorporation with the Department of Labor and Economic Growth and for wruch the director or officer was otherwise personally liable; and 6. An act or omission that is grossly negligent. The Corporation hereby assumes all liability to any person other than the Corporation for all acts or omissions of a director or officer who is a volunteer director or officer as defined in the Act and occurring on or after the fi ling of these Articles of Incorporation, incurred in the good faith performance of the director's or officer's duties as such; provided, however, that the Corporation shall not be considered to have assumed any liability to the extent such assumption is inconsistent with the status of the Corporation as an organization described in Section 50 I (c)(3) of the Internal Revenue Code of 1986, or comparable provisions of subsequent legislation (the "Code"). 6 �If the Act is amended after the filing of these Articles of Incorporation to authorize the further elimination or limitation of the liability of directors or officers of nonprofit corporations, then the liability of members of the Board of Directors or officers, in addition to the limitation, elimination and assumption of personal liability contained in this Article XI, shall be assumed by the Corporation or eliminated or limited to the fullest extent pennitted by the Act as so amended, except to the extent such limitation, elimination or assumption of liability is inconsistent with the status of the Corporation as an organization described in Section 501 (c)(3) of the Code. No amendment or repeal of this Article XII shall apply to or have any effect on the liability or alleged liability of any member of the Board of Directors or officer of this Corporation for or with respect to any acts or omissions of such director or officer occurring prior to the effective date of any such amendment or repeal. ARTICLE XV VOLUNTEER LIABILITY The Corporation assumes the liability to any person other than the Corporation for all acts or omissions of a volunteer, as that tenn is defmed in the Michigan Nonprofit Corporation Act, occurring on or after the effective date of this Article if all of the following conditions are met: l. The volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority. 2. The volunteer was acting in good faith. 3. The volunteer's conduct did not amount to gross negligence or wi ll ful and wanton misconduct. 4. The volunteer's conduct was not an intentional tort. 5. The volunteer's conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed as provided in Section 3135 of the Insurance Code of 1956, Act No. 218 of the Public Acts of 1956, being section 500.3135 of the Michigan Compi led Laws. ARTICLE XVI ASSUMPTION OF LIABILITY The Corporation shall not be considered to have assumed any liability under Articles XI to XIII of these Articles of Incorporation to the extent such assumption is inconsistent with the status of the Corporation as an organization described in Section 50l(c)(3) of the Code. 7 �ARTICLE XVII AMENDMENT Amendments to these Articles of Incorporation shall require an affirmative vote of a majority of the Directors of the Corporation, except that any amendments that alter or otherwise affect Article II or this Article XVII, shall require a unanimous vote of the Directors of the Corporation. 8 �These Restated Articles of Incorporation were duly adopted on the _ _ day of - - -- - - - - - - - - -' _ _ in accordance with the provisions of Sections 642 and 611 of the Act by the members of the Michigan Nonprofit Association. These Restated Articles of Incorporation materially amend the articles as heretofore amended . Signed this _ _ _ day of _ _ _ _ _ _ _ _ _, _ _ By (Signature of Authorized Officer or Agent) {Type or Print Name) (Type or Print Title) LANOI\167346.2 10\JJBA 9 � 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_2007-08-01_Certificate-of-Merger Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger 2007-08-01 Certificate 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 2007-08-01 Certificate 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, 49423 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 2007-08-01 https://digitalcollections.library.gvsu.edu/files/original/03b232ad4e383a6e4e6777c16e8e5f9b.pdf 54b2e5dbffc0f00bb6c2320f5cebe8b8 PDF Text Text Affiliation Agreement betwee11 the Michigan Campus Compact and the Michigan Nonprofit Association Purpose and Intent of the Afilliation : The Michigan Campus Compact (MCC) is a college membership organization with the mission to promote 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. The Michigan Nonprofit Association (MNA) is a nonprofit membership organization with the mission to enhance the effectiveness of the Michigan nonprofit sector in serving society. MCC will play an important role in working with higher education within this new partnership, which will allow MCC to grow, as well as maximize impact for the state and for our member campuses. A formal affiliation between MNA and MCC will provide opportunities to build a more effective and efficient organization for the delivery of volunteer and service programs that will benefit the Michigan nonprofit sector. Working together, MCC and MNA and its partners will more creatively and efficiently engage individuals in voluntary action and service, creating community problem solvers, and assure the transference of Michigan's philanthropic spirit to the next generation of citizens. Affiliation specifics include: Duration and Review: • This agreement wi ll be in effect on July 1, 2007. The agreement will remain a mutual agreement reviewed yearly by the MCC Board ofDirectors to reaffirm the agreement or make changes. Changes to the agreement requested in writing on the part of both parties and will be implemented when the boards ofboth MNA and MCC have a chance to review and approve changes. Governance: • MCC Board of Directors governs the affairs of and is responsible for formulating the mission, vision, goals and strategic plans for the organization. • The MCC Council of Presidents sets the membership qualifications, dues, and voting requirements ofMCC leadership. The MCC Council ofPresidents shall elect its own Board ofDirectors. The MCC Council of Presidents and MCC Board of Directors may make management recommendations on all issues regarding MCC operations to the MNA Board of Trustees. • MCC's Board of Director's shall hold two (2) permanent association seats on the MNA Board of Trustees both with full voting privileges. In addition, MCC's Board of Director's shall determine who shall serve in the seats on a rotating basis. �• • • • MCC's Board ofDirector's shall hold two (2) designated seats on the ConnectMichigan Alliance Endowment Fund Advisory Committee both with full voting privileges to insure donor intent. In addition, MCC's Board of Director's shall determine who shall serve in the seats on a rotating basis. MNA will honor affiliations agreements between MCC and Campus Compact. MNA will provide space on the MNA Board of Trustee meeting as requested by MCC. Neither MCC nor MNA will develop a mission statement or vision statement that contradicts one another. Branding: • MCC will retain its identity, continuing to use its name and logo, while adding "affiliated with the Michigan Nonprofit Association." • MNA will include "affiliated with Michigan Campus Compact" on publications print or electronic. • Both organizations will maintain separate web pages (domains) and similar technology used for the organizations with a clear link to each other. Finances: • All assets and liabilities ofMCC will be transferred to MNA on July 1, 2007. The equipment and assets currently utilized and purchased by MCC will be the property of the MNA. • The MNA Board ofTrustees will have authority and fiduciary responsibility for MCC. • All financial services will be provided by MNA. • Fundraising will be shared by the MNA and MCC Boards. • MNA will provide the MCC Executive Director with financial statements at least quarterly for the fiscal management and budgeting, grant reporting, financial report for an annual report, and financial reports for MCC Council of Presidents and Board meetings if requested. • MNA shall fiscally administer all existing and future program grants, from public and private sources and allow MCC to use the 50lc3 status for fund-raising purposes. • MCC's Executive Director will be part of the budgeting team for MNA and the CMA Fund Advisory Board. • MCC can pursue grants, sponsorships, donations and gifts in collaboration with partners and MNA or separate and for MCC member purposes. • MCC members will continue to pay dues as set by the MCC Board of Directors. • MNA will hold MCC reserve funds for MCC Board of Director's approval of the use of the funds . Personnel: • MCC 's Executive Director will report to both the MCC Board of Director' s and the President and CEO ofMNA and part of the senior management team. • MCC staff will adhere to MNA personnel policies and procedures. 2 �• • The MCC Executive Director will supervise MCC staff, as well as have input on supervision ofMNA shared staff. The MCC Board of Directors and MNA President and CEO shall jointly select, hire, evaluate (yearly), set compensation and terminate the Executive Director of theMCC. Services: • MCC members will be MNA members, with full MNA member benefits. • MNA will provide shared professional staff, adequate work space, financial, administrative, and technology support and services the same as provided other affiliates and MNA staff. Space: • MCC operations will be housed free of charge with MNA. Termination: • MCC Board of Directors may terminate this affiliation upon a two-thirds (2/3) majority vote. If the affiliation is terminated, MCC will also lose their designated seats on both the MNA Board of Trustees and CMA Endowment Fund Advisory Committee. Appendices: Campus Compact Affiliation Agreement MNA Member Benefits Attestation: The approval ofthis agreement is properly recorded in the minutes of the Michigan Nonprofit Association (June 2007) and the MCC Board of Director meeting (June 2007), as att ted to by e dersigned officials of both organizations. Karla Hall Chair Michigan Nonprofit AssociatJon Executive Director Michigan ~us Co~act President Michigan Nonprofit Association 3 � 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_Affiliation-Agreement Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger affiliation 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 affiliation 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, 49424 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/e69de3bc4a54729525b9d7834d3ae7ad.pdf b5d4e08c8a11fdde46a1e67ad06bab4f PDF Text Text Affiliation Plan and Agreement Between Volunteer Centen of Michigan, Inc. and ConnectMicbigan Alliance Purpose and lntent of the Affiliation The Volunteer Centers of Michigan, Inc. (VCM) has enjoyed a beneficial affiliation with the Michigan Nonprofit Association (MN~ previously Michigan Nonprofit Forum) from 1993 through the present time. Both organizations have experienced significant programmatic growth which, in partnership with the Michigan Campus Compact and Michigan Community Service Commission, provides a great deal of strength and focus to the volunteerism infrastructure within the state of Michigan. Evidence of the success of state-level partnerships, and the opportunity to document locaJ community impact, is available as a result ofjointly sponsored programs of the above-mentioned entities. These programs include: VCM AmeriCorps, New Partnerships VIST~ Michigan Campaign for Volunteerism, ConnectMichigan, Volunteerism SuperConference, Make A Difference Day in Michigan, Michigan's Promise, and others. In responses to changes and challenges posed by changes in the political climate and nonprofit sector, serious conversations between MNA, VCM, MCC and MCSC 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 separate entities. However, it is also acknowledged that some activities/functions MUST remain separate - again, for the greater good of the field . After months of conversation and negotiations, the ConnectMichigan Alliance (CMA) was incorporated in June 2000. The purpose of CMA is to centralize state-level, volunteer and service programming efforts in a manner that ensures long-term sustainability. CMA 's mission is to promote and strengthen a lifelong ethic of and commitment to service, volunteerism, and civic engagement. On August 29, 1999, VCM Members present at the quarterly meeting voted unanimously to affiliate with the ConnectMichigan Alliance for the purpose of advancing Volunteer Centers and volunteerism into perpetuity. Specific Agreements I. This agreement will be in effect as of July 1, 200 I. 2. Effective June 30, 2001, the Volunteer Centers of Michigan shall disaffiliate with the Michigan Nonprofit Association (ratified by VCM Operating Council on April 10, 2001), transferring all fiduciary and legal responsibility to the ConnectMicbigan Alliance effective July 1, 2001 . 3. The Volunteer Centers of Michigan Operating Council shall review the progress of the affiliation and determine its continued participation in July 2002. Should the Operating Council deem continued participation in CMA not be in the best interest ofVCM, MNA has agreed to entertain negotiations regarding a renewed affiliation with VCM. 4. 2001 . All assets and liabilities ofVCM shall be transferred from MNA to CMA as of September 30, �The CMA Board of Trustees, including three VCM representatives with full voting privileges, 5. will have complete authority and fiduciary responsibility for VCM. V CM will retain its identity, continuing to use its name and logo, while adding the tagline, 6. "affiliated with the ConnectMichigan Alliance." The ConnectMicbigan Alliance will clearly communicate its affiliation with Volunteer Centers of 7. Michigan on its communication materials. The VCM Operating Council, responsible for leadership and programmatic support to VCM, as 8. described in the VCM Bylaws, Article IX, section 1, shall elect its own officers and representatives to the CMA Board ofTrustees, as described in the VCM Bylaws, Article IX, section 2. Duties of the elected Executive Committee will not change due to the affiliation with CMA. The VCM Operating Council will report on VCM and related activities to the CMA Board of Trustees. The VCM Operating Council may make policy recommendations on all issues related to VCM/CMA operations to the CMA Board of Trustees. The VCM Operating Council will report on its activities at aJI CMA Board meetings and will present an annual programmatic plan and budget for CMA Board approval. The VCM Operating Council will appoint three representatives from its membership to serve on the CMA Board of Directors as voting members, each serving three-year tenns. The VCM Operating Council will meet a minimum of four times annually. Scholarships or special funds for Council members' travel and related ex:penses may be included as a regular line item of the VCM/CMA Budget. The VCM Director will be respons ible for the day-to-day oversight and administration ofVCM 9. operations and staff. Hk A·full~Diredm o!Vobmtees Centas of Mi~ 11 . The VCM .D.iRctor'will bt~CSpQDSible fcx the selection .of additional VCM support staff. r 12. W~frODL the VCM Qperating.Council and ~.iesr prieri1ies and plans ~ will be. responsible.. for all VCM activities, ~8s detenniiledjoially with:&he V£M Executive.Commtuee~ A hirin~~ Wlllf*ised:.oitbt.'\ lCM Exeeutiw:.eom.iUDcMMi* CMA Eucuti¥e Directory-will.seled:k~DirectcJc: ' estabJished joimly with·tbe:.CMA&aro; tbe CMA...CEOwill exeaij.,e dailysupcoisiOiiorthe...VCM I i>ir~edies\ ftifp-5 a-.1 WMU--Ufa 'VCM Di'cetorwill-be COIItiuetecbjoiDUywidt the, VCMJO;umti'Vc. tommittee. r No later than December 31 , 2001 , a minimum .5 FTE administrative assistant will be secured for 13. services solely dedicated to VCM . No later than JuJy 1, 2003, a minimum 1.0 (one) FTE administrative assistant and a minimum 1.0 14. (one) FTE VCM Program Manager will be secured for services solely dedicated to VCM. VCM staffing will continue to be reviewed in accordance with VCM's annual work plan, dictated 15. by the VCM Strategic Plan as developed jointly by VCM Operating Council and VCM Director. 2 �16. All VCM staff will be hired under the employment policies of the ConnectMichigan Alliance. In response to the annual work plan, VCM's annual budget will be developed by the VCM 17. Director, with the consultation and advice of the VCM Executive Committee, and is subject to approval by the Executive Director of the CMA and, subsequently, the CMA Board. While no formula allocation will be utilized to determine the annual funding available to VCM, 18. this affiliation agreement is entered into in good faith that VCM's basic, annual operating needs will be sufficiently addressed through the CMA endowment. Additional VCM funding may be secured through additional grants and sponsorships, and will not detract from basic operating support provided through CMA. Any recommended changes to the VCM Budget must be presented to the VCM Executive Committee with opportunity for feedback, and will be addressed by the CMA Board of Trustees. The CMA will provide quarterly financial reports on VCM activities to the VCM Operating 19. Council. The CMA CEO will provide quarterly reports to VCM Operating Council regarding the status of new and ongoing programs and services. The VCM Director and CMA Fund Development Staff will share equally the responsibility for 20. additional fundraising for the enhancement ofVCM programs and activities. In the event that no fund development staff exists within the CMA structure, additional funds above basic operating costs shall be provided to VCM to secure fund development support. 21 . All financial services will be the responsibility of the CMA Board of Directors. VCM Operating Council Members will continue to be dues paying members, with the dues 22. determined annually by the VCM Executive Committee. VCM annual dues will be considered supplementary income to the annual budget allocated from CMA. Review and Assessment CMA Board and VCM Operating Council members will conduct a thorough assessment of the affiliation and written agreement one year from the date of affitiation. Each entity will have the right to entertain amendments to the agreement, submitted in writing to the chair of the other party. Such amendments must be negotiated and jointly agreed upon by both the VCM Operating Council and CMA Board. Implementation With the approval by the VCM Operating Council and CMA Board of Trustees, implementation of this agreement shall commence July 1, 200 I. At this time, revisions to bylaws and other appropriate documents shall be completed. Appendices Attached to this agreement are the following: VCM Bylaws (ratification vote June 7, 200 I) • VCM Strategic Plan 200 l -2003 • VCM Director Position Description • CMA Organizational Chart • Listing ofVCM Assets • VCM Projected Budget, FY 200 1-2002 • 3 �Attestation This agreement has been approved by the Volunteer Centers of Michigan Operating Council at its meeting of April 10, 2001 and by the ConnectMichigan Alliance Board of Trustees at its meeting of May 8, 2001 , and is properly recorded in the minutes of those meetings, as attested to by the undersigned officials of both organizations. Kathryn S. Rossow, Chair, VCM Date Edward Blews, Chair, CMA Date 4 �Affiliation Plan and Agreement Between Volunteer Centers of Michigan, Inc. and Michigan Nonprofit Forum The Purpose and Intent of the Affiliation A joint committee, comprised of representatives of Volunteer Centers of ;Michigan, Inc. (VCM) and Michigan Nonprofit Forum (MNF), met September 10, 1993, to discuss the advantages to the two organizations and their respective customers in developing a shared organizational structure and mission. This document reflects the outcomes and agreements reached during the initial joint committee meeting and subsequent meetings attended by VCM representatives Sharon Radtke and Aaron Cantrell and MNF representatives Dorothy Johnson and David Egner. Its attached addenda reflect recommendations made and approved by the respective Boards of Directors of the two organizations upon review of the document. Together, the agreement and addenda comprise the specific affiliation plan and agreement between MNF and VCM VCM has existed until its incorporation as a nonprofit entity in April, 1993, as a coalition of Michigan Volunteer Centers. Today, its mission is "to strengthen existing Volunteer Centers, provide leadership in developing new Volunteer Centers, and promote and strengthen volunteerism statewide." Growing out of a strategic planning process, VCM adopted a vision for 1993 as "an association of Volunteer Center leadership which serves as the information network for access to resources and data related to volunteerism. VCM is a credible power broker and influences volunteer issues within Michigan and nationally." Its four key focus areas as defined in VCM's strategic plan include: 1) Michigan Campaign for Volunteerism; 2) Michigan Volunteerism Resource Network; 3) Nonprofit Leadership and Development; and 4) Engaging Other Leaders in Support of Volunteer Centers and Volunteerism. To this end, VCM will benefit from MNFs philanthropy contacts and expertise, access to statewide networks or organizations and its commitment to strengthen both philanthropy and volunteering. :MNF, incorporated in 1990, exists "to promote the awareness and effectiveness of Michigan's nonprofit sector, and to advance the cause of volunteerism and philanthropy in the state." In .pursuit of that end, MNF exists for the following purpose: 1) To act as a convenor of the nonprofit, government and private sectors... increasing understanding of the nonprofit sector, confronting common issues and concerns and promoting collaboration; 2) to encourage voluntary giving and service; 3) to disseminate information important to defining the scope and values of the sector, meeting the management/technical assistance needs of organizations in the sector; 4) to take an active role in public policy that affects the nonprofit sector; and 5) to provide programs and services that enhance the sector by strengthening organizational capacities. To this end, MNF will benefit from VCMs volunteerism experience and expertise as well as VCM's individual and collective access to local nonprofit organizations and business. The obvious synergy of purposes resulting from an affiliation will be beneficial to both organizations, their customers, and the causes they represent. As relatively new organizations, both will benefit from the blending of complementary, yet distinctive, strengths of expertise offering new and enhanced relationships, increased credibility, visibility and influence and the efficiency and effectiveness of a coordinated, unduplicated effort. �3 The VCM Operating Council will appoint three representatives from its membership to serve on the MNF Board of Directors as voting members, serving a three-year tenn. One Operating Council member will serve as a member of the MNF Executive Committee. The VCM Operating Council President may appoint committees as outlined in the VCM by-laws in addition to a new advisory committee, of up to 15 participants, to include members of volunteering-related organizations such as the Retired Senior Volunteer Program, Michigan Association of Volunteer Administrators, Michigan Community Service Commission, and Michigan Society ofFundraising Executives. This new advisory committee shall advise VCM and MNF on the Michigan Campaign for Volunteerism and other programs and services to increase effective volunteering. The VCM Operating Council will meet a minimum of four times annually. Scholarship or special funds for Council members' travel and related expenses may be included as a regular line item of the VCMIMNF budget. 7. The Michigan Campaign for Volunteerism will be added as a standing committee ofthe MNF Board of Directors. VCM Operating Council officers and members may be appointed by the MNF President to any standing committee. 8. The Executive Director ofMNF will be responsible for the day-to-day oversight and administration of VCM operations and staff With guidance from the VCM Operating Council and within policies, priorities and plans established by the MNF Board, the Executive Director will have the authority to administer, develop, and modify VCM programs as well as supervise and delegate staff for VCM activities. 9. An MNF Director of Volunteer Services and Volunteer Centers of Michigan will be responsible for VCM activities, working with the VCM Operating Council, Michigan Campaign for Volunteerism Committee and the Advisory Council but reporting to the MNF Executive Director. This position, contingent upon this affiliation, has been offered to and accepted by Angela Bailey, VCMs present Manager, Michigan Volunteerism Resource Network. A job description is attached. Additional staff for VCM activities may be hired or assigned by the MNF Executive Director, upon consultation with the VCM Operating Council. 10. VCM activities will be structurally equal to all other aspects ofMNFs operations including membership services and philanthropy-related programs. As part ofMNFs regular strategic planning and budgeting process, a VCM budget will be allocated annually. 11 . All fundraising and financial services will be the responsibility of the MNF Board of Directors, with the VCM Operating Council providing support where feasible and desirable. 12. VCM Operating Council members will continue to be dues paying members, with the dues determined annually upon recommendation by the VCM Operating Council and approval by the MNF Board of Directors. VCM Operating Council members will be considered MNF members. �5 Attestation This agreement has been approved by the Board ofDirectors ofVolunteer Centers of Michigan, Inc., at its meeting ofNovember 16, 1993, and by the Board ofDirectors of the Michigan Nonprofit Forum at its meeting ofNovember 11, 1993, and is properly recorded in the minutes of those meetings, as attested to by the undersigned officials ofboth organizations. December 17, 1993 Sharon Radtke President, Volunteer Centers ofMichigan Date December 17, 1993 Russell Mawby Chair, Michigan Nonprofit Forum Date �7 Section 3 : Other Operating Agreements Once the transfer of assets, liabilities and staff takes place, MNF may integrate VCMs assets, finances and liabilities into its own financial and nonprofit reporting structure. 3. 1 Section 4 : Review and Assessment On or about November 30, 1994, MNF, with representatives ofVCM, will 4 .1 conduct a thorough assessment of the joint operation and will make recommendations to MNF's Board ofDirectors regarding its future operations. This agreement and Attachment A shall be reviewed by legal counsel to ensure that appropriate state and federal tax and legal documentation is followed with the formal affiliation. 4.2 Section 5: Miscellaneous 5.1 Effective Date: This agreement shall be effective December 17, 1993. Modification and Changes: This agreement cannot be changed or modified except 5.2 by an instrument in writing executed by both parties. Governing Law: This agreement shall be deemed to have been made and shall be 5.3 construed and interpreted in accordance with the laws ofMichigan. Integration: This agreement sets forth the entire agreement between the parties, 5.4 and replaces and supersedes all other contracts, agreements and understandings, written or oral, relating to the subject matter hereo( except as specifically incorporated herein in Attachment A 5.5 Assignment: This agreement is not assignable by either party. Headings: The headings contained herein are for the convenience of reference 5.6 only and are not intended to define, limit or describe the scope or intent of any provision of this agreement. IN WITNESS WHEREOF, the parties hereto have signed their names on the day and year set forth below. December 17, 1993 Sharon Radtke President, Volunteer Centers ofMichigan Date December 17, 1993 Russell Mawby Chair, Michigan Nonprofit Forum Date �9 Michigan Nonprofit ForumNolunteer Centers of Michigan Affiliation Addendum In the affiliation between the Volunteer Centers ofMichigan and the Michigan Nonprofit Forum, the following assumptions are made: l. The Michigan Nonprofit Forum, in consultation with the VCM Operating Council; and the Executive Committee ofMNF, will secure funding for the appropriate number of staff members for volunteerism programming. 2. Michigan Nonprofit Forum will secure funding to strengthen existing Volunteer Centers through education, technical assistance, and support services. 3. The Volunteer Centers will assist MNF in the raising of funds to perform the programs and projects recommended by the VCM Operating Council. 4. The Michigan Nonprofit Forum will provide quarterly financial reports on volunteerism programming activities to the VCM Operating Council. 5. The current Volunteer Centers ofMichigan strategic plan and projects in progress will continue as planned unless otherwise revised by the VCM Operating Council. 6. Volunteer Centers ofMichigan will provide expertise to the Michigan Nonprofit Forum in support of its purpose statement to enhance voluntary giving and service. When appropriate, representatives from the Volunteer Centers ofMichigan will represent themselves at conferences, seminars, and speaking events. 7. The VCM Operating Council will not present programs or projects to the MNF Board without consideration of funding and budgetary issues. 8. The Michigan Nonprofit Forum will have two members from the VCM Operating Council on the Executive Committee. 9. The Michigan Nonprofit Forum will clearly communicate the affiliation with the Volunteer Centers ofMichigan on its communication materials. 10. The original negotiation team of Dave Egner, Dottie Johnson, Sharon Radtke, and Aaron Cantrell will meet in April, August, and December of 1994 to evaluate the transition of this affiliation. Angela Bailey will also be included in this process. �Retreat in March of 1995. VCM wi/J continue to develop statewide infrastructure for volunteerism through local center development and the Campaign For Volunteerism. 6. The Volunteer Centers of Michigan will provide expertise to the Michigan Nonprofit Forum in support of its purpose st.a tement to enhance voluntary giving and service. When appropriate, representatives from the Volunteer Centers of Michigan will represent themselves at conferences, seminars, and speaking events. Though both share the interest and mission statement to increase volunteerism, it has been understood that individuals from both organization will represent themselves at conferences, seminars, and speaking events. VCM is viewed by the MNF Board and staff as the conduit for meeting the MNF purpose statement of enhancing voluntary giving and service. The Director of VCM on may occasions has represented both organizations at the same function. 7. The VCM Operating Council will not present programs or projects to the MNF Board without consideration of funding and budgetary issues. All projects that have been discussed by the VCM Operating Council have considered the budget implications to the MNF Board The Director of VCM, in conjunction with the MNF staff has developed a four year budgetary plan that was approved by the VCM operating Council in November of 1994. 8. The Michigan Nonprofit Forum will have two members from the VCM Operating Council on Executive Committee. Carolyn Harvey and Aaron Cantrell are the VCM Operating Council's representatives to the Michigan Nonprofit Forum's Executive Committee. 9. The Michigan Nonprofit Forum will dearly communicate the atraliation with Volunteer Centen of Michigan on its communication materials. The tagline "Working in Partnership with the Volunteer Centers ofMichigan" has been added to the Michigan Nonprofit Forum's letterhead 10. The original negotiation team of Dave Egner, Dottie Johnson, Sharon Radtke, and Aaron Cantrell will meet in April, August and December of 1994 to evaluate the transition of this affiliation. Angela Bailey, will also be included in this process. Individuals representing MNF and VCM have met on three occasions to discuss and evaluate the affiliation. At each juncture, both parties have viewed the affiliation to be a successful endeavor and that the transition between separate entity to joint entity has be a smooth process. �Affil iation P lan and Agreement Between NPower Michigan, Inc. and Michigan Nonprofit Association Purpose and Intent of the Affiliation NPower Michigan has enjoyed a beneficial working relationship with the Michigan Nonprofit Association from its founding in 200 I through the present time. Botb organizations have experienced significant programmatic growth which provides a great deal of strength and focus to the nonprofit infrastructure within the state of Michigan. In responses to challenges posed by changes in the nonprofit sector, serious conversations between MNA and NPower Michigan, regarding the need for a sustainable support system for existing and developing nonprofit technology initiatives was undertaken in the summer of2005. Three primary motivators- the need to provide well-rounded support services to the nonprofit sector; the desire not to duplicate services and programs; and potential changes in financial funding that support capacity building- lead to a reasonable conclusion that we can be much more effective as a unified front than as separate entities. Specific Agreements I. This agreement will be in effect as of _ _ _ (TBA). 2. Effective TBA, the NPower Michigan shall vote to transfer all fiduciary and legal responsibility to the Michigan Nonprofit Association. 3. The NPower Michigan Board of Directors would become the NPower Michigan Operating Council and serve an advisory body to the Michigan Nonprofit Association Board of Trustees. The NPower Michigan Operating Council shall review the progress of the affiliation and detennine its continued participation on a regular basis. 4. The MNA Board of Trustees, including two NPower Michigan representatives with fuU voting privileges, will have complete programmatic authority and fiduciary responsibility for NPower Michigan. 5. The NPower Michigan Operating Council, responsible for leadership and programmatic support to NPower Michigan shall elect its own officers and representatives to the MNA Board of Trustees. The NPower Michigan Operating Council will report on NPower Michigan and related activities to the MNA Board ofTrustees. The NPower Michigan Operating Council may make policy recommendations on all issues related to NPower Michigan /MNA operations to the MNA Board of Trustees. The NPower Michigan Operating Council will meet a minimum of four times annually. 6. NPower Michigan wiU retain its identity, continuing to use its name and logo. NPower Michigan will clearly communicate its affiliation with Michigan Nonprofit Association on all communication materials. 7. With guidance from the NPower Michigan Operating Council and within policies, priorities and plans established jointly with the MNA Board, the MNA CEO will exercise on-going supervision of the NPower Michigan Director. Selection, evaluation and tennination of the NPower Michigan Director will be conducted jointly with the NPower Michigan Operating Council. 1 �8. NPower Michigan staffing will continue to be reviewed in accordance with NPower Michigan's annual work plan and available funding and programs fees . 9. All NPower Michigan staff will be hired under the employment policies of the Michigan Nonprofit Association . I 0. The NPower Michigan Director will be responsible for the day-to-day oversight and administration of NPower Michigan operations and staff. II. In response to the annual work plan, NPower Michigan ' s annual budget will be developed by the NPower Michigan Director, with the consultation and advice of the NPower Michigan Operating Council, and is subject to approval by the President and CEO ofMNA and, subsequently, the MNA Board. 12. While no formula allocation will be utilized to determine the annual funding available to NPower Michigan, this affiliation agreement is entered into in good faith that NPower Michigan's basic, annual operating needs will be sufficiently addressed through joint fund raising and program fees. 13 . The MNA will provide quarterly frnancial reports on NPower Michigan activities to the NPower Michigan Operating Council. The MNA CEO will provide quarterly reports to NPower Michigan Operating Counci l regarding the status of new and ongoing programs and services. 14. The NPower Michigan Director and MNA Fund Development Staff, in conjunction with the MNA Board and NPower Michigan Operating Council, will share equally the responsibility for additional fundraising for the enhancement ofNPower Michigan programs and activities. 15. All financial services will be the responsibility of the Michigan Nonprofit Association . 16. All assets and liabilities ofNPower Michigan shall be transferred from NPower Michigan to MNA as of July 1, 2006. Review and Assessment MNA Board and NPower Michigan Operating Council members will conduct a thorough assessment of the affiliation and written agreement one year from the date of affiliation. Each entity will have the right to entertain amendments to the agreement, submitted in writing to the chair of the other party. Such amendments must be negotiated and jointly agreed upon by both the NPower Michigan Operating Council and MNA Board. Implementation With the approval by the NPower Michigan Board of Directors and MNA Board ofTrustees, implementation of this agreement shall commence July 1, 2006. At this time, revisions to bylaws and other appropriate documents shall be completed. Appendices ITo be completed at a later date) - Audited financial from NP Budget for 2006 - 2007 2 �Staffing plan Asset listing Copy of bylaws Board of directors list Attestation This agreement has been approved by the NPower Michigan Board of Directors at its meeting of and is _ _ _ _ and by the Michigan Nonprofit Association Board ofTrustees at its meeting of both of officials undersigned the by to attested as meetings, properly recorded in the minutes of those organizations. Richard K. Rappleye Chair, NPower Michigan Date David Seaman Chair, MNA Date 3 � 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_Affiliation-Plan-and-Agreement Title A name given to the resource Michigan Nonprofit Association-ConnectMichigan Alliance Merger affiliation plan and 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 affiliation plan and 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, 49425 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/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/42618f97a5a5914517073bc34d0e8ac3.pdf 6febbad8fa58bf8fed3dc59d26e6c10c PDF Text Text September 12, 1988 SUBJECT: First Meeting of the Statewide Nonprofit Organization Leadeus, August 31, 1988 The first meeting of the statewide nonprofit organization leaders was held at WKKF on August 31, 1988, from 10 a.m. through lunch. Ten leading nonprofit organizations in the state of Michigan were represented. The participants and a brief description of the organization follows: Association of Independent Colleges and Universities of Michigan v (AICUM) -- represented by Richard Marburger, Chairman of the Board, and Edward Blews, Jr., President. A membership association of Michigan's private colleges and universities-- chief function is advocacy. Council of Michigan Foundations (CMF) -- represented by John E. Marshall, III, Chairman of the Board, and Dorothy Johnson, President. A membership association of Michigans' foundations and corporate giving programs -- chief functions are technical assistance and advocacy. Michigan Association of School Administrators (MASA) -represented by James Doyle, President of the Board, and Donald Elliott, Executive Director. A membership organization composed of school superintendents of central office administrators chief functions are technical assistance and advocacy. Michigan Association of School Boards (MASB) -- represented by Mary Jason, President of the Board, and Justin King, Executive Director. A membership organization including every school district in Michigan -- chief functions are inservice training, conferences, and superintendent searches. Michigan Health Council (MHC) -- represented by Terence Davies, M.D., Chairman of the Board, and James Tarrant, Executive Director. Chief functions are to serve as a convenor and facilitator, to support health promotion efforts, and advocacy. Michigan Community College Association (MCCA) -- represented by Thomas M. Bernthal, Executive Director, (Richard Calkins, President of the Board, had planned to attend but was detained by an emergency) -- chief functions are inservice training and advocacy. Michigan Council for the Arts (MCA) -- represented by Kathryn Martin (a board member designated as the surrogate for Leon S. Cohan, Chairman of the Board), and Barbara "Bunny" Goldman, ~ v �Executive Director -- chief functions are support for artists and promotion of the arts. Michigan League for Human Services (MLHS) -- represented by Ernest C. Browne, Jr., Chairman of the Board, and Beverley ~ McDonald, Executive Director -- chief functions are research, advocacy, and administration of the Michigan Emergency Cash Flow Loan Fund for nonprofit organizations. Presidents Council of State Universities of Michigan (PCSUM) -represented by Arend "Don" Lubbers, Chairman of the Board, and Glenn Stevens, Executive Director -- chief functions are a convening and self-regulating role among state universities. United Way of Michigan (UWM) -- represented by Fulton B. Eaglin, Chairman of the Board, and Howard L. Shapiro, Executive Director --chief function is to serve as the coordinator for the state's 106 autonomous local United Ways. The meeting was convened in the Kellogg Room by Russell G. Mawby, who explained that WKKF had decided to convene the meeting because it seemed that Michigan's nonprofit sector faced common challenges and opportunities. In terms of challenges, all nonprofits are concerned with challenges to the tax-deductibility of contributions, contemplated changes in the Unrelated Business Income Tax, reductions in federal support, and the elimination of the nonitemizer deduction. In terms of opportunities, there seemed to be great potential for mutually beneficial actions through cooperation, which had never been tried before in Michigan. Dr. Mawby then sketched out seven areas of mutual interest for all nonprofits: Education (general, preservice, inservice); Increasing philanthropy (expanding the philanthropic "pie"); Legislative/Regulatory arena (promoting positive legislation and r egulation); Research (expanding the frontiers of knowledge in theory and in practice); Recognition of the nonprofit sector (assuring that donors, volunteers, and professionals receive due credit and praise); Economic impact of nonprofit organizations (to demonstrate how many jobs and how much economic activity is directly traceable to this sector); and Media (to proaote poaitift coverage and aftrt aaaetiw coverage). v v/ �In the discussion that followed, Dr. Mawby asked the assembled leaders to add to, subtract from, disagree, or agree with the list. The viewpoints of the leaders showed a great diversity of opinion. Stevens and Blews felt that the basic concern for NPOs lay in legislative and regulatory initiatives. Eaglin, on the other hand, saw the "shrinking pie" to be the paramount issue. Davies felt that education was most important. Elliott's main concern was to raise public awareness of the nonprofit sector. Marburger commented that it was important to discover a "single concept" to recommend to funders. Shapiro felt that the real issue was competition between the nonprofits which is counterproductive and wastes much time, money, and effort. Given the discussion, it seems sensible to say that "reducing competition" should become number eight on the list. Blews suggested another addition, that of voluntary leadership. Martin agreed that this is important, but McDonald believed that it could lead to a tendency to forget the importance of volunteers who do essential but unglamorous tasks. Accordingly, "voluntary leadership" should be added to the list as number nine. The meeting then adjourned for lunch. The group divided into three subgroups led respectively by Lubbers, Shapiro, and Johnson. A list of people at each of the three tables is appended. Each group was charged to consider the questions of whether this meeting was useful, whether it would be desirable to meet again, whether any other group should be invited, and if so, to name the group/groups. The three leaders reported as follows at the end of lunch: Table 1 (Lubbers) -- The meeting has been very useful. Only the CEOs should meet again in Lansing to set goals for future cooperation. CMF's Improving Philanthropy effort could provide staff work for this effort. Other groups could and should be invited but not until this effort becomes more mature. Table 2 (Shapiro) -- This has been a useful meeting which could be the first step toward a statewide nonprofit organization council. There should be another meeting like this one (that is, with both board and CEO involvement) in Lansing, and Stevens volunteered the facilities of PCSUM as the venue. It is probably premature to add other organizations at this time but eventually religion must be included. Table 3 (Johnson) -- The meeting has been useful possibly as the f irst step towards a Michigan Nonprofit Coalition (not a formal organization, but a coalition of organizations). WKKF should convene a meeting of the CEOs only in Lansing. The group should not be expanded at this time, but ultimately more health r epresentation and youth-serving groups will need to be included. It was decided that the organization would stay the same size for now, that there would be a meeting of CEOs only at PCSUM offices in Lansing in early autumn. The meeting concluded with a group portrait. �Subsequently, the meeting of the Executive Directors was set for October 17, 1988, at the PCSUM offices in Lansing. Peter R. Ellis and Joe l J. Orosz will represent WKKF. 0947N/wpc6 �Table Assignments August 31, 1988 ..._, Table 1 Lubbers Maw by Eaglin Doyle Jason Tarrant McDonald Patterson Table 2 Shapiro Orosz Marburger Marshall King Stevens Goldman Table 3 Johnson Ellis Blews Elliot Davies Bernt hal Browne Martin � 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_MNF_MG_1988-08-31_First-Meeting-of-the-Statewide-Nonprofit-Organization Title A name given to the resource Michigan Nonprofit Forum 1988-08-31 First Meeting of the Statewide Nonprofit Organization Creator An entity primarily responsible for making the resource Michigan Nonprofit Forum Description An account of the resource Michigan Nonprofit Forum 1988-08-31 First Meeting of the Statewide Nonprofit Organization. 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 (MSCS) 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 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 1988-08-31 https://digitalcollections.library.gvsu.edu/files/original/d69ceab249ba4a5f81e5cb8576c671cc.pdf 5aa71e2fae8dceb0fb529926f7244668 PDF Text Text Second Meeting of the Michigan Nonprofit Forum October 17, 1988 Pete Ellis opened the meeting by conveying Russ Mawby's greetings, and thanking Glenn Stevens for serving as the group's host. The executive directors of nine of the ten organizations were able to attend. The exception was Justin King of the Michigan Association of School Boards, who was represented by his deputy, Sam Sniderman. In addition to the above-named, participants included Linda Patterson, Council of Michigan Foundations, and Joel Orosz, W. K. Kellogg Foundation. The group quickly came to consensus that they wished to continue meeting in order to share issues and concerns, but had no desire to establish a formal organization of any type. They also agreed that one of the most immediate and pressing challenges faced by all Michigan Nonprofits is in the arena of legislative and regulatory concerns. Specifically, the leading concerns are: 1. 2. 3. The Unrelated Business Income Tax (UBIT) Tax-deductibility of contributions Directors', officers', and volunteers' liability Pete then asked Howard Shapiro to share his concept paper with the group. This statement recognized that nonprofit organizations in Michigan face many common concerns, including legislative and regulatory challenges; education; increasing philanthropy; research; recognition of the sector; economic impact of nonprofit organizations; and media aarke~ing activitie~ The paper describes a "Michigan Nonprofit Forum," which "would be a group of nonprofit organizations which would come together for the purpose of discussion, planning and collaboration on issues which affect the nonprofit movement in Michigan.'' Shapiro believed that it should be a "group [which] would serve without an established set of bylaws or structure." The board chair and the chief executive of each participating organization would continue to serve as a committee of the whole, and staffing needs would be met by the organizations working collaboratively. The Shapiro paper was met with approval. The members unanimously endorsed the name "Michigan Nonprofit Forum," and agreed that they should not establish a formal organization but rather an informal network. They did suggest minor editorial changes. Shapiro will revise the concept paper based upon those suggestions, then share this new version with Pete Ellis and Joel Orosz for group distribution. The Committee then agreed that the next legislat ive and regulatory concerns and not-for-profit sector. Since these are it was decided to structure the meeting meeting should focus upon their impact on the common to every organization, so that both the CEOs and the �Chairmen will attend. The meeting is planned for Tuesday, November 29, at the fifth floor Faculty Library at the Thomas M. Cooley School of Law in Lansing. It will be hosted by the Association of Independent Colleges and Universities of Michigan. The format will include presentations on legislative and regulatory issues nationally, from Bob Smucker, vice president for Government Relat i ons of INDEPENDENT SECTOR. This will be followed by a similar talk f rom a statewide perspective by Richard D. McLellan, a partner in the Lansing office of the Detroit law firm of Dykema & Gosset. After the presentations, there will be time for the participants' discussion on these issues, or any of the steps taken thus far, and to the consideration of future actions. The process will be as follows: Dottie Johnson and Glenn Stevens will co-chair the program committee for November 29, with Johnson taking the lead in securing the national speaker, and Stevens taking responsibility for lining up the statewide speaker. Meeting invit a tions and other logistics will be handled cooperatively among Stevens, Ed Blews, and Joel Orosz. Shapiro will revise the concept paper in light of suggestions received, then submit it to Pete Ellis for group distribution. This concept paper will then be forwarded to all CEOs and chairmen, along with Joel Orosz' summary of the October 17 meeting, and Russ Mawby's invitation to attend the November 29 meeting. Each organization will then review the concept paper individually, and send suggested changes (if any) to WKKF. As a part of this review process, each group will include a suggested prioritization of the issues facing the nonprofits in Michigan. It was decided that the Forum should discipline itself initially to do no more than it can handle effectively. For that reason, the decision was made to concentrate on legislative and regulatory concerns exclusively for the time being. In order to facilitate cooperation, the organizations agreed to exchange all of each others' publications. Finally, the group photograph of the first meeting was distributed to all participants. 0569Y �CONCEPT PAPER MICHIGAN NONPROFIT FORUM BACKGROUND We affirm that nonprofit organizations in Michigan have common interests and goals even though the specific purposes for which they were formed are different. The nonprofit sector is facing challenges and opportunities that require collaboration -- enabling all nonprofits to benefit from a shared relationship and utilizing the best skills and strengths of each organization. There are areas of mutual interest for all nonprofits, including: 1. Promote awareness of the role, diversity, capacity, and impact of the sector. 2. Research; 3. Media and marketing activities; 4. Legislative and regulatory issues and concerns, at both the state and national level; 5. Advocacy; 6. Education and Leadership Development, both volunteer and professional; 7. Increasing philanthropy and encouraging volunteerism; 8. Recognition of the nonprofit sector, especially the economic impact of nonprofit organizations. 9. Program progress and services which strengthen the ability of nonprofit agencies to fulfill us their missions. PURPOSE The Michigan Nonprofit Forum is a network of nonprofit organizations united for the purpose of discussion, planning and collaborative action on issues which affect the nonprofit movement in Michigan. This is achieved through special meetings, conferences and the exchange of material relative to specific topics identified as high priority . �2 ORGANIZATION The Michigan Nonprofit Forum is an informal network, the members of whic h are determined by the initial nonprofit organizations participating in this effort. It serves without an established set of bylaws or formal structure. Staffing needs are met by the nonp r ofit organizations and shift depending on the need or capability being sought. The chief volunteer and executive officer of each organization serve as a committee of the whole with assignments being made to specific groups of persons or to an individual. Meetings are determined on the basis of specific projects and the timeliness required or on an "as needed" basis to be determined by any of the nonprofit organizations. The organizations come together at least quarterly for a planned activ ity or for general sharing of information and ideas. ACTIVITIES The Michigan Nonprofit Forum would become an organization that may build joint activities and programs to meet specific needs iden t ified by the organization's leadership. This may include: 1. Legislative coalitions on issues affecting the nonprofit movement at the state and federal level and which are best served by bringing together nonprofit groups to respond as a united force, on issues such as tax deductions for nonprofits, reductions in federal/state support and unrelated business income tax regulations; 2. Conferences and educational seminars on topics of related interest or for the purpose of training volunteers or professionals in special skill areas or on topics which affect the nonprofit movement; 3. Research projects in order to expand the knowledge in theory and practice of nonprofit organizations as well as to study the impact of nonprofit organizations from the economic, volunteer or service activity level; 4. Marketing and media activities to promote a positive image of nonprofit organizations and offer recognition for outstanding efforts of donors, volunteers, and professionals; 5. Volunteer leadership development to improve skills in individuals to serve as volunteers and board members for nonprofit organizations and to identify persons to serve in this role. � 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_MNF_MG_1988-10-17_Second-Meeting-of-the-Michigan-Nonprofit-Forum Title A name given to the resource Michigan Nonprofit Forum 1988-10-17 Second Meeting of the Michigan Nonprofit Forum Creator An entity primarily responsible for making the resource Michigan Nonprofit Forum Description An account of the resource Michigan Nonprofit Forum 1988-10-17 Second Meeting of the Michigan Nonprofit Forum. 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 (MSCS) 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 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 1988-10-17