WHEREAS, the board of The Omicron Delta Kappa Society, Inc. (the “Society”) and the board of The Omicron Delta Kappa Foundation, Inc. (the “Foundation”) jointly established a Commission on Alternative Governance Strategies (the “Commission”) to examine the current governance structures of both the Society and the Foundation, explore alternative governance models, and make recommendations to both boards;
WHEREAS, the Commission has presented the findings of its examination, the outline of a proposed combined alternative governance model, and a timeline for adoption (the “Alternative Governance Model”);
WHEREAS, the Alternative Governance Model involves a merger of the Foundation with and into the Society (the “Merger”) to create the Omicron Delta Kappa Society and Educational Foundation, Inc. (the “Resulting Entity”), along with amended and restated articles of incorporation and amended and restated bylaws of the Resulting Entity (the “Governance Documents”);
WHEREAS, the board of the Society believes that the Alternative Governance Model, the Merger and the Governance Documents are in the best interests of the Society and hereby recommends them to the delegates in attendance at the 2019 Omicron Delta Kappa Conclave (the “Conclave”); and
WHEREAS, the board of the Foundation believes that the Alternative Governance Model, the Merger and the Governance Documents are in the best interests of the Foundation.
NOW, THEREFORE, BE IT RESOLVED, that the Conclave believes that the Alternative Governance Model, the Merger and the Governance Documents are in the best of interest of the Society;
FURTHER RESOLVED, that Conclave hereby authorizes the members of the board of the Society and the members of the board of the Foundation to consummate the Merger and to adopt the Governance Documents, and to take any and all actions as the respective boards shall determine to be necessary or desirable in order to carry into effect the Merger, including, without limitation, the preparation, execution, delivery and filing of any and all documents, agreements and instruments (including the adoption of a plan of merger and the execution and filing of articles of merger with the Secretary of State of the Commonwealth of Kentucky and the Florida Department of State) and the obtaining of any and all approvals and consents that the boards may determine to be necessary or desirable, the execution and delivery by the board representatives thereof or the doing by any such representative of any act in connection with the foregoing matters shall be conclusive evidence of the necessity or appropriateness thereof;
FURTHER RESOLVED, that, in addition to the specific authorizations set forth in the foregoing resolutions, that the Commission and the officers and staff of the Society and the Foundation, and each of them hereby is, authorized and directed to do or cause to be done any and all such other acts and things, and to execute and deliver any and all such documents, papers, and instruments, as may be necessary or advisable in order to carry into effect the purpose and intention of the foregoing resolutions; and
FURTHER RESOLVED, that any and all actions taken prior to the date hereof by the Commission and any of the aforementioned officers and staff within the scope of the foregoing resolutions are hereby ratified, approved, confirmed, and adopted in all respects.