PLAN OF CONSOLIDATION OF
COMANCHE TRAIL COUNCIL, INC., BOY SCOUTS OF AMERICA
- and -
CHISHOLM TRAIL COUNCIL, INC., BOY SCOUTS OF AMERICA
- into -
TEXAS TRAILS COUNCIL, INC., BOY SCOUTS OF AMERICA
1.1 The names of the constituent corporations are Comanche Trail Council. Inc., Boy Scouts of America, and Chisholm Trail Council. Inc., Boy Scouts of America, hereinafter called, respectively, "Comanche Trail Council" and "Chisholm Trail Council."
1.2 The New corporation will be Texas Trails Council upon the effective date of the consolidation, the new name to be approved by the executive boards of both Comanche Trail Council and Chisholm Trail Council.
As to each constituent corporation, the members, including their classification and voting rights, are as follows:
Classification Voting Rights
1. Active members One vote per member
2. Associate members None
3. Sustaining members None
4. Honorary members None
TERMS AND CONDITIONS OF PROPOSED CONSOLIDATION
3.1. The Comanche Trail Council and Chisholm Trail Council have agreed that service to youth will be promoted and administrative efficiencies will be effected by the formation of a new Scouting council that consists of a consolidation of the two councils. Therefore, the Comanche Trail Council will consolidate with the Chisholm Trail Council and the name of the new corporation, Texas Trails Council, Boy Scouts of America, be approved by both councils, as aforesaid. Each council shall provide the new corporation with a list of, and all title documents to all of its property, real and personal, tangible and intangible, and every other asset, including trust funds and those rights that it enjoys as beneficiary of a trust or similar arrangement, and all of its records, all of which property, assets, rights, and records shall inure to the benefit of the new corporation.
3.2 The new corporation will adopt new Bylaws which are substantially the same as the Standard Local Council Bylaws recommended by the National Council, Boy Scouts of America. Under such newly adopted Bylaws, the membership of the constituent corporations shall retain substantially the same qualifications, responsibilities, privileges and voting rights as provided by their respective current Bylaws.
3.3 Council Classification
3.4 Properties (Camps and Service Centers)
3.6 Capital Improvements (Camps and Council Service Center)
3.8 Heritage and Traditions
3.9 Local Autonomy and Identity - "Decentralization"
3.10 Executive Board and Structure
3.11 Order of the Arrow
3 .13 Youth Market Share
4.1 Effective Date. This plan shall be submitted to the respective members of the constituent corporations for its adoption by their respective votes, following which articles of consolidation shall be filed with the Texas secretary of state, all as required under Texas statute. The consolidation shall become effective upon the approval of the articles of consolidation by the secretary of state. Each corporation shall conduct its own affairs until the consolidation becomes effective.
4.2 Effect of Consolidation. When the articles of consolidation have been approved by the secretary of state, as provided for under Texas statute, separate existence of Comanche Trail Council and Chisholm Trail Council shall cease and said corporations shall be consolidated in accordance with the provisions of this plan.
The new name shall be Texas Trails Council. Inc,. Boy Scouts of America (with the name to be completed and approved by both councils as aforesaid), shall come into existence, and shall, without other transfer, succeed to the ownership and possession of all the rights, privileges, immunities, and powers of each of the constituent corporations. All the property and assets, real and personal, tangible and intangible, including trust funds and all rights that it enjoys as a beneficiary of a trust or similar arrangement, all causes of action, and every other asset of each of the constituent corporations shall vest in such new corporation without further act or deed; provided, however, that the new corporation shall assume and be liable for all the liabilities, obligations and penalties of each of the constituent corporations. Notwithstanding the foregoing, if any act is required or would be helpful by a constituent corporation in order to transfer any such property, assets, or rights, each such constituent corporation will perform any and all such acts. No liability or obligation due or to become due, claim or demand for any cause existing against either corporation or any member, officer, or director thereof, shall be released or impaired by such consolidation. No action or proceeding, civil or criminal, then pending by or against either constituent corporation or any member, officer, or director thereof, shall abate or be discontinued by such consolidation, but may be enforced, prosecuted, settled, or compromised as if such consolidation had not occurred, or the new corporation may be substituted in such action in place of either constituent corporation.
4.3 Membership Privileges. Following the consolidation, the new corporation will extend to all members of all classes, all Scouts and all Scouters of Comanche Trail Council and Chisholm Trail Council all privileges, rights, and responsibilities accorded to them prior to the consolidation.
4.4 Expenses of Consolidation. The new corporation shall pay all expenses of carrying this plan into effect and of accomplishing the consolidation.
4.5 Counterparts. For the convenience of the parties and to facilitate approval of this plan, two (2) counterparts thereof may be executed, and each such executed counterpart shall be deemed to be an original instrument.
4.6 Representation. Each council represents to the other that such council is in good standing as a corporation with the state of Texas and with the Boy Scouts of America, that to the best of its knowledge and belief, the financial reports provided by each council in connection with the consolidation accurately reflect the financial condition of the council and there are no material suits or claims outstanding which are not reflected in such reports.
The foregoing plan has been duly approved and adopted by the Board of Directors of Comanche Trail Council on September 19,2002, and by the Board of Directors of Chisholm Trail Council on September 26, 2002
COMANCHE TRAIL COUNCIL, INC.
BOY SCOUTS OF AMERICA
By Pat Leatherwood
CHISHOLM TRAIL COUNCIL, INC.
BOY SCOUTS OF AMERICA
September 26, 2002 (Date)
By Judge Lee Hamilton
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