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HomeMy WebLinkAbout05-17-10~T f~n''~~~r', i~'~'i(',C ~" [(~ , G r"~L UrJ f ~~ ~ rl~' y~ q! n 2AlAKAY I7 PM12: S~ IN THE COURT OF COMMON PLEAS (~pK (~ OF CUMBERLAND COUNTY, PENNSYLVANI~M~'S COURT IN RE KEYSTONE YORK-ADAMS ORPHANS' COURT DIVISION COUNCIL, INC., BOY SCOUTS OF ~ ~~ - 2010 AMERICA, No. PETITION FOR FINDING OF CONTINUITY OF USE OF CHARITABLE ASSETS Keystone York-Adams Council, Inc., Boy Scouts of America, a Pennsylvania nonprofit corporation, in support of its petition for finding of continuity of use of charitable assets in connection with the merger of the Keystone Area Council, Boy Scouts of America into the York Adams Council #544, Boy Scouts of America, which thereafter changed its name to Keystone York-Adams Council, Inc., Boy Scouts of America (the "Merger"), respectfully states: A. Jurisdictional Statement 1. This Court possesses jurisdiction to consider this Petition pursuant to Section 711(21) of the Probate, Estates and Fiduciaries Code ("PEF Code") of the Commonwealth of Pennsylvania, 20 Pa. C.S.A. §711(21), and Rule of Judicial Administration No. 2156(1). 2. This Petition is authorized by Sections 5547(b) and 5550 of the Pennsylvania Nonprofit Corporation Law ("NCL"), 15 Pa. C.S.A. §§5547, 5550. B. Notice 3. Other than Petitioner, the only party with an interest in this proceeding is the Attorney General of the Commonwealth of Pennsylvania (the "Attorney General"), - 1 - t as ap rens ag triae for charitable organizations. 4. As required by Section 6110 of the PEF Code, 20 Pa. C.S.A. §6110, notice of the presentation of this Petition (a copy of which is attached hereto as Exhibit "A") has been given to the Attorney General. The Attorney General does not object to the merger. See letter from Office of Attorney General, dated April 22, 2010, attached hereto as Exhibit "B." C. KAC 5. Petitioner was formed through the merger of the Keystone Area Council, Boy Scouts of America ("KAC") into the York-Adams Area Council, Inc., #544, Boy Scouts of America ("YAAC"), effective April 1, 2010. 6. KAC was a Boy Scout Council which was formed in 1950 through the merger of the Harrisburg, Carlisle and Chambersburg Councils. 7. KAC was a perpetual, nonstock, membership corporation organized under the NCL. It had no subsidiaries or afi'tliates. 8. KAC, which was chartered by the National Council of the Boy Scouts of America, was governed by an Executive Board elected annually by its membership. 9. KAC had jurisdiction over Scouting programs in Cumberland, Dauphin, Perry, most of Franklin, and parts of York Counties. 10. Copies of the Articles of Incorporation of KAC are attached hereto as Exhibit "C." 11. KAC's headquarters were in Silver Spring Township, Cumberland County, Pennsylvania. - 2 - 12. KAC had been found by the Internal Revenue Service ("IRS") to qualify as an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and had been classified as a public charity under Section 509(a) of the Code. A copy of the letter from the IRS confirming such status is attached hereto as Exhibit "D." 13. Per its Articles of Incorporation, upon dissolution of KAC, its assets were required to be distributed (a) to another local council of the Boy Scouts of America as specified by the Boy Scouts of America to be used for charitable and educational purposes, or (b) in the absence of such specification, to the Boy Scouts of America itself to be used for charitable and educational purposes, contemplated that in either instance such property and assets shall continue to be devoted to the furtherance of Scouting in the Commonwealth of Pennsylvania. D. YAAC 14. YAAC was a Boy Scout council chartered by the National Council of the Boy Scouts of America. 15. YAAC was a perpetual, nonstock, membership corporation organized under the NCL. It had no subsidiaries or affiliates. 16. YAAC was governed by an Executive Board elected annually by its membership. 17. YAAC had jurisdiction over Scouting programs in Adams and most of York Counties. 18. Copies of the Articles of Incorporation of YAAC are attached hereto as Exhibit "E." - 3 - 19. YAAC's headquarters were in York, York County, Pennsylvania. 20. YAAC had been found by the Internal Revenue Service ("IRS") to qualify as an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and has been classified as a public charity under Section 509(a) of the Code. A copy of the letter from the IRS confirming such status is attached hereto as Exhibit "F." E. Mers~er 21. KAC and YAAC provided and supported Scouting programs in the geographic areas subject to their respective jurisdictions. 22. KAC and YAAC, as with most nonprofit corporations, faced a difficult fundraising environment as well as challenges generating a sufficient number of active volunteers to support programs. KAC and YAAC were adjoining councils located in south central Pennsylvania. They shared similar socio-economic populations, industries, media markets, and interests. 23. For the past several years, to improve on their provision of services and programs, KAC and YAAC participated in joint programs such as camporees, council-wide service projects, youth and adult training programs, and marketing efforts. 24. In August, 2009, the Executive Boards of KAC and YAAC agreed to initiate discussions to explore more extensive cooperative efforts, up to and including merger. 25. In September, 2009, a joint study group ("Study Group") was formed to assess the benefits and risks of merger of KAC and YAAC. - 4 - 26. The joint study group created five sub-committees, each focused on a critical aspect of merger considerations (Camping and Properties; Program and Membership; Human Resources and Administration; Finance; and Governance and Legal). 27. On January 6, 2010, the Study Group, having received reports from each of its subcommittees, unanimously recommended that KAC and YAAC merge. The Study Group concluded that merger would benefit Scouting in south central Pennsylvania by creating a financially stronger council with more program opportunities. 28. The Merger is also expected to enable Petitioner to better meet needs of Scouting programs in the area by consolidating redundant paid and volunteer positions while increasing the number of volunteers available to assist in the provision of program opportunities. 29. The Merger is also expected to enable Petitioner to more efficiently focus personnel and programs for the benefit of lower income communities. 30. The Study Group presented to the KAC and YAAC Executive Boards a proposed Plan of Merger. 31. The Study Group recommendation and proposed Plan of Merger were presented to the YAAC Executive Board at its meeting of January 19, 2010, for its consideration. At that meeting, the YAAC Executive Board unanimously voted to recommend to the YAAC membership that it approve the Plan of Merger. 32. The Study Group recommendation and proposed Plan of Merger were presented to the KAC Executive Board at its meeting of January 20, 2010, for its - 5 - consideration. At that meeting, the KAC Executive Board unanimously voted to recommend to the KAC membership that it approve the Plan of Merger. 33. On February 24, 2010, the Plan of Merger was unanimously amended by both the KAC and YAAC Executive Boards to submit a proposed slate of interim officers and Executive Board members to serve pending the first annual meeting of the consolidated council and, because of implementation needs and issues, to defer the effective date of merger from March 1, 2010 to April 1, 2010. A true and correct copy of the Amended Plan of Merger is attached hereto as Exhibit "G." 34. The Bylaws of KAC and YAAC provided that approval for fundamental actions, such as mergers, were powers reserved to the membership of each council. 35. On February 24, 2010, the membership of KAC voted 67-14 in favor of adopting the Amended Plan of Merger. The membership of KAC consisted of its Council Members-At-Large and Chartered Organization Representatives. 36. On February 24, 2010, the membership of YAAC voted 63-8 in favor of adopting the Amended Plan of Merger. The membership of YAAC consisted of its Council Members-At-Large and Chartered Organization Representatives. 37. Under the Amended Plan of Merger, effective April 1, 2010, KAC merged into YAAC, which immediately changed its name to "Keystone York-Adams Council, Inc., Boy Scouts of America." Under the Amended Plan of Merger, all KAC and YAAC properties and programs will be maintained. Keystone York-Adams Council's headquarters shall be located at the previous KAC headquarters at One Baden Powell Lane, Silver Spring Township, Cumberland County, Pennsylvania. - 6 - 38. The mission and objectives of KAC and YAAC were identical. 39. Pursuant to the Amended Plan of Merger, KAC and YAAC effectuated a statutory merger pursuant to Subchapter C of Chapter 59 of the NCL of KAC with and into YAAC, with YAAC as the surviving corporation. 40. Effective April 1, 2010 (the "Effective Date"), the separate corporate existence of KAC ceased and YAAC succeeded, by operation of law, without other transfer, to all rights, powers, privileges, assets and liabilities of KAC, as the successor entity pursuant to Section 5929 of the NCL. 41. Upon the Effective Date, YAAC's name changed to the "Keystone York-Adams Council, Inc., Boy Scouts of America" and is conducting business under the name "Keystone York-Adams Council" until a successor name is approved by its Executive Board. 42. Keystone York-Adams Council, as the surviving entity in the merger, retains its status as a Pennsylvania nonprofit corporation and, with the exception of the change in name, the organization and charitable missions of this entity remain unchanged. F. Operations After Merger. 43. Keystone York-Adams Council continues to serve the same charitable purposes as before. 44. As part of the Amended Plan of Merger, a series of Interim Merger Policies has been adopted. A copy of the Interim Merger Policies is attached hereto as Exhibit "H." 45. Pursuant to the Interim Merger Policies, for a specified period of time, - 7 - 50% of the membership of the consolidated Council Executive Board shall be from the area previously served by KAC and 50% from the area previously served by YAAC. 46. Also pursuant to the Interim Merger Policies, for a specified period of time, 50% of the officers of the consolidated Council shall be from the area previously served by KAC and 50% from the area previously served by YAAC. 47. All funds, including endowment funds, of KAC and YAAC are in the process of being merged. 48. The combined endowment fund is administered by an Investments Committee, of which 50% of the members are from the area previously served by KAC and 50% from the area previously served by YAAC. 49. The Investments Committee will use its best efforts to disburse all of the income from the consolidated endowment fund annually to support the Scouting programs throughout the area of Keystone York-Adams Council. 50. Unrestricted contributions received in the future from individuals, corporations, organizations, foundations, estates or trusts designated for the benefit of KAC or YAAC will be added to Keystone York-Adams Council treasury. 51. Pursuant to the Interim Merger Policies, absent a 2/3 vote of the Executive Board, no Keystone York-Adams Council properties will be sold or substantially sold for a period of at least five years. 52. All members of KAC and YAAC have been granted membership in Keystone York-Adams Council. 53. It is expected that the program operations of Keystone York-Adams - 8 - Council will be expanded or remain substantially unchanged, excepting that Cub Scout summer camping will be shifted beginning in 2011 from one Keystone York-Adams Council camp to another Keystone York-Adams Council camp. COUNTI Nondiversion of Assets and Present Interests 54 The averments contained in Paragraphs 1 through 53 are incorporated herein and made a part hereof by reference. 55. Section 5547(b) of the NCL provides: (b) Nondiversion of certain property.-- Property committed to charitable purposes shall not, by any proceeding under Chapter 59'~ (relating to fundamental changes) or otherwise, be diverted from the objects to which it was donated, granted or devised, unless and until the board of directors or other body obtains from the court an order under 20 Pa.C.S. Ch. 61 (relating to estates) specifying the disposition of the property. 15 Pa. C.S.A. §5547(b). 56. In addition to seeking a ruling from this Court regarding the disposition of the operating assets of KAC, Petitioners are seeking a ruling regarding the disposition of devises, bequests and gifts (devises, bequests and gifts are referred to collectively hereinafter as "Gifts") which may have inured to the benefit of KAC prior to the Effective Date, if any, including Gifts which are restricted as to specific uses and unrestricted endowment funds and present income interests. 57. The KAC endowment fund held total charitable assets of approximately ~~ 15 Pa. C.S.A. §5901 et seq. (the provisions which govern mergers and consolidations under the NCL). - 9 - $1,600,000. 58. Keystone York-Adams Council is consolidating fund-raising activities and the receipt, administration and investment of Gifts, including endowment funds and other non-operating income. 59. To preserve flexibility, Petitioner requests the discretion either (1) to transfer title to and/or administration of any Gifts which may inure to the benefit of KAC prior to the Effective Date ("Present Interests"), to Keystone York-Adams Council for administration or, alternatively (2) to permit Keystone York-Adams Council as successor to KAC, to retain and/or receive or continue to receive same. 60. Because many donors do not understand the corporate structure of non-profit corporations, Petitioner believes it is consistent with the donors' intent that Present Interests made in favor of KAC be treated as made for the benefit of Keystone York-Adams Council as a whole and that same should therefore be available, subject to any express donor restrictions to the contrary, to be used for the benefit of Keystone York-Adams Council. 61. Since Keystone York-Adams Council will be using assets transferred in the Merger, including Present Interests, in essentially the same manner as those assets were previously used by KAC, and will be using those assets to further the same charitable purposes -- namely, providing support for Scouting programs in the south central Pennsylvania community -- the transfers of such assets as a result of the Merger will merely change the form in which the charitable assets are held and the charitable activities are conducted, and not the substance of those activities or the use - 10 - of the assets. WHEREFORE, Petitioner respectfully requests this Court to enter an order that (1) the Merger does not constitute or result in a diversion of assets from the charitable purposes for which they were donated, granted or devised within the meaning of Section 5547(b) of the NCL, 15 Pa. C.S.A. §5547(b); (2) title to and administration of all restricted and unrestricted Present Interests held by KAC prior to the Effective Date are transferred to Keystone York-Adams Council, subject to any express use restrictions applicable to same; (3) title to and/or administration of all restricted and unrestricted Present Interests held by or inuring to the benefit of KAC prior to the Effective Date, if any, may be transferred to Keystone York-Adams Council, subject to any express use restrictions applicable to same; and (4) any Present Interests designated for the use of KAC and held and/or administered by Keystone York-Adams Council may, subject to any express donor restrictions to the contrary, be used for the benefit of Keystone York-Adams Council. COUNT II Future Interests. 62. The averments contained in Paragraphs 1 through 61 are incorporated herein and made a part hereof by reference. 63. Section 5550 of the NCL provides: A devise, bequest or gift to be effective in the future, in trust or otherwise, to or for a nonprofit corporation which has:.. . (5) become a party to a merger which it did not survive; .. . - 11 - after the execution of the document containing such devise, bequest or gift shall be effective only as a court having jurisdiction over the assets may order under the Estates Act of 1947y or other applicable provision of law. 15 Pa. C.S.A. §5550 (emphasis added). 64. Petitioner avers that documents may have heretofore been executed containing Gifts to or for KAC which may not have vested in or be distributable to KAC prior to the Merger ("Future Interests"). 65. There are currently no known documents granting Future Interests in income or principal (whether vested or contingent and whether restricted or unrestricted as to purpose) to KAC. 66. Future Interests contained in any will, trust agreement or other document or instrument made after the Effective Date for the benefit of KAC will inure to the benefit of the successor entity to the designated recipient pursuant to Section 5929(b) of the NCL. 67. As with Gifts constituting Present Interests, to preserve flexibility, Petitioners request the discretion either (1) to transfer title to and/or administration of any Future Interests inuring to the benefit of KAC, if any, to Keystone York-Adams Council, for administration or, alternatively (2) to permit Keystone York-Adams Council, as successor to KAC, to retain and/or receive or continue to receive same, in each case subject to any express use restrictions applicable to same. z~ The Estates Act of 1947 is now 20 Pa. C.S.A. §§6101 to 6117. - 12 - 68. As with Gifts constituting Present Interests, Petitioner believes it is consistent with the donors' intent that Future Interests made in favor of KAC be treated as made for the benefit of the merged council as a whole and that same should therefore be available, subject to any express donor restrictions to the contrary, to be used for the benefit of Keystone York-Adams Council. WHEREFORE, Petitioner requests that this Court enter an order that (1) title to and administration of all restricted and unrestricted Gifts contained in instruments or documents executed prior to or after the Effective Date which grant a future interest of any kind to KAC, if any, shall be transferred to Keystone York-Adams Council, Inc., Boy Scouts of America, subject to any express use restrictions applicable to same; (2) title to and/or administration of all restricted and unrestricted Gifts contained in instruments or documents executed prior to or after the Effective Date which grant a future interest of any kind to KAC, if any, may be transferred at the Effective Date or at any time thereafter to Keystone York-Adams Council, Inc., Boy Scouts of America, subject to any express use restrictions applicable to same; and (3) Future Interests designated for the use of KAC and held and/or administered by Keystone York-Adams - 13 - Council, Inc., Boy Scouts of America, may, subject to any express donor restrictions to the contrary, be used for the benefit of Keystone York-Adams Council, Inc., Boy Scouts of America. Respectfully submitted, McNEES, WALLACE & NURICK LLC Dated: May ~~, 2010 By "~~~-~~ ~"`-' Donald Kaufman I.D. No. 49674 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 232-8000 Attorneys for Keystone York-Adams Council, Inc., Boy Scouts of America - 14 - IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA IN RE KEYSTONE YORK-ADAMS, ORPHANS' COURT DIVISION COUNCIL, INC., No. - 2010 VERIFICATION I, Ronald Gardner, on behalf of Petitioner Keystone York-Adams Council, Inc., hereby verify that I have knowledge of the facts set forth in the foregoing Petition, and that said facts are true and correct to the best of my knowledge, information and belief. I understand that this Verification is made subject to the penalties provided for under 18 Pa.C.S. §4904 relating to unsworn falsification to authorities. d Ro ald Gardner Scout Executive Keystone York-Adams Council, Inc. Dated: ~„~~ 30 , 2010 - 15 - SUBMISSION TO THE ATTORNEY GENERAL OF THE COMMONWEALTH OF PENNSYLVANIA CHARITABLE TRUSTS AND ORGANIZATIONS SECTION REGARDING THE PROPOSED CONSOLIDATION BY MERGER OF KEYSTONE AREA COUNCIL, BOY SCOUTS OF AMERICA AND YORK-ADAMS AREA COUNCIL #544, BOY SCOUTS OF AMERICA EFFECTIVE DATE: April 1, 2010 This is the submission of the Keystone Area Council, Boy Scouts of America ("KAC") and the York-Adams Area Council #544, Boy Scouts of America ("YAAC") regarding their proposed merger by consolidation. A copy of the Plan of Merger is attached to the accompanying Petition for Finding of Continuity of Use of Charitable Assets ("Orphans' Court Petition") as Exhibit "F."~ For the reasons set forth below, the public interest in KAC's and YAAC's charitable assets will be fully protected. I. BACKGROUND A. KAC KAC is a Boy Scout Council which was formed in 1950 through the merger of the Harrisburg, Carlisle and Chambersburg Councils. KAC is a perpetual, nonstock, membership corporation organized under the Pennsylvania Nonprofit Corporation Law. It has no subsidiaries or affiliates. Copies of the Articles of Incorporation of KAC are attached to the accompanying Orphans' Court Petition ' It is anticipated that the Plan of Merger will be amended prior to final vote to (1) submit a proposed slate of interim officers and Executive Board members to serve pending the first annual meeting of the consolidated council, and (2) because of implementation needs and issues, to defer the effective date of merger from March 1, 2010 to April 1, 2010. {A796702:3} 1 as Exhibit "B." KAC has been found by the Internal Revenue Service ("IRS") to qualify as an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and has been classified as a public charity under Section 509(a) of the Code. A copy of the IRS letter confirming such determination is attached to the accompanying Orphans' Court Petition as Exhibit "C." KAC, which is chartered by the National Council of the Boy Scouts of America, is governed by an Executive Board elected annually by its membership. KAC has jurisdiction over Scouting programs in Cumberland, Dauphin, Perry, most of Franklin, and parts of York Counties. KAC's headquarters is in Silver Spring Township, Cumberland County, Pennsylvania. Per its Articles of Incorporation, upon dissolution of KAC, its assets are required to be distributed (a) to another local council of the Boy Scouts of America as specified by the Boy Scouts of America to be used for charitable and educational purposes, or (b) in the absence of such specification, to the Boy Scouts of America itself to be used for charitable and educational purposes, contemplating that in either instance such property and assets shall continue to be devoted to the furtherance of Scouting in the Commonwealth of Pennsylvania. B. YAAC YAAC is a Boy Scout council chartered by the National Council of the Boy Scouts of America. YAAC is a perpetual, nonstock, membership corporation organized under the NCL. It has no subsidiaries or affiliates. YAAC is governed by an Executive Board elected annually by its membership. YAAC has (A796702:3} 2 jurisdiction over Scouting programs in Adams and most of York Counties. Copies of the Articles of Incorporation of YAAC are attached to the accompanying Orphans' Court Petition as Exhibit "D." YAAC's headquarters is in York, York County, Pennsylvania. YAAC has been found by the Internal Revenue Service ("IRS") to qualify as an organization exempt from federal income tax under Section 501(c}(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and has been classified as a public charity under Section 509(a) of the Code. A copy of the IRS letter confirming such classification is attached to the accompanying Orphans' Court Petition as Exhibit "E." II. PUBLIC INTEREST The proposed merger by consolidation of YAAC with KAC is in the public interest. The mission and objectives of KAC and YAAC are identical. Both councils currently provide and support Scouting programs in the geographic areas subject to their respective jurisdictions. As with most nonprofit corporations today, both face a difficult fundraising environment as well as challenges generating a sufficient number of active volunteers to support programs. Consolidation of programs and elimination of redundant positions will enable the consolidated council to operate more efficiently and to be more financially stable. KAC and YAAC are adjoining councils located in south central Pennsylvania. They share similar socio-economic populations, industries, media markets, and interests. They have, for the past several years, participated in {A796702:3) 3 joint programs such as camporees, council-wide. service projects, youth and adult training programs, and marketing efforts. In August, 2009, the Executive Boards of KAC and YAAC agreed to initiate discussions to explore more extensive cooperative efforts, up to and including merger. A joint study group ("Study Group") was then formed to assess the benefits and risks of merger. The Study Group created five sub-committees, each focused on a critical aspect of merger considerations (Camping and Properties; Program and Membership; Human Resources and Administration; Finance; and Governance and Legal). The Study Group ultimately concluded that merger would benefit Scouting in south central Pennsylvania by creating a financially stronger council with more program opportunities and would enable the consolidated council to better provide and support the Scouting programs in the area by consolidating redundant paid and volunteer positions while increasing the number of volunteers available to assist in the provision of program opportunities. Merger would also enable Petitioners to more efficiently focus personnel and programs for the benefit of lower income communities. III. STRUCTURE OF THE PROPOSED MERGER BY CONSOLIDATION A copy of the Plan of Merger, which remains subject to approval by the memberships of both Councils, is attached hereto.2 The Plan of Merger proposes to merge KAC into YAAC, which shall immediately change its name to the "Keystone York-Adams Council, Inc." The Plan of Merger contemplates that. z Such approvals have not yet been obtained, but are expected to be obtained on February 24, 2010. {A796702:3} 4 all current KAC and YAAC properties and programs be maintained, with the Keystone York-Adams Council headquarters to be at the current KAC headquarters at One Baden Powell Lane, Silver Spring Township, Cumberland County; Pennsylvania. KAC and YAAC will effectuate or cause to be effectuated a statutory merger (pursuant to Subchapter C of Chapter 59 of the NCL) of KAC with and into YAAC, with YAAC as the surviving corporation. Effective April 1, 2010 (the "Effective Date"), the separate corporate existence of KAC will cease and YAAC will succeed, by operation of law, without other transfer, to all rights, powers; privileges, assets and liabilities of KAC, as the successor entity pursuant to Section 5929 of the NCL. Upon the Effective Date, YAAC's name will change to the "Keystone York-Adams Council, Inc.," and will conduct business under such name until a successor name is approved by its Executive Board. For purposes of this submission, then, YAAC, subsequent to the Effective Date, will be referred to as the Keystone York-Adams Council. Keystone York-Adams Council, as the surviving entity in the merger, will retain its status as a Pennsylvania nonprofit corporation and, with the exception of the change in name, the organization and charitable missions of this entity will remain unchanged. The Keystone York-Adams Council will continue to serve the same charitable purposes as before. As part of the Plan of Merger, a series of Interim Merger Policies will be adopted and implemented by the Keystone York-Adams Council. Pursuant to the Interim Merger Policies, for a specified period of time, 50% of the membership of the consolidated Council Executive Board shall be from the area {A796702:3} 5 previously served by KAC and 50% from the area previously served by YAAC. Also pursuant to the Interim Merger Policies, for a specified period of time, 50% of the officers of the consolidated Council shall be from the area previously served by KAC and 50% from the area previously served by YAAC. A copy of the Interim Merger Policies is attached to the accompanying Orphans' Court Petition as Exhibit "G." All funds, including endowment funds, of KAC and YAAC will be merged. The combined endowment fund will be administered by a Trust Committee, of which 50% of the members shall be from the area previously served by KAC and 50% from the area previously served by YAAC. The Trust Committee will use its best efforts to disburse all of the income from the consolidated endowment fund annually to support the Scouting programs throughout the area of the Keystone York-Adams Council. Unrestricted contributions received in the future from individuals, corporations, organizations, foundations, estates or trusts designated for the benefit of KAC or YAAC will be added to the Keystone York-Adams Council treasury. Pursuant to the Interim Merger Policies, absent a 2/3 vote of the Executive Board, no Keystone York-Adams Council properties will be sold or substantially sold for a period of at least five years. All members of KAC and YAAC will be granted membership in the Keystone York-Adams Council. It is expected that the program operations of the Keystone York-Adams Council will be expanded or remain substantially unchanged after the Merger, excepting that Cub Scout summer camping will be {A796702:3} 6 shifted beginning in 2011 from one Keystone York-Adams Council camp to another Keystone York-Adams Council camp. KAC and YAAC anticipate that, leading up to the Effective Date, they will both continue to carry out their respective activities in substantially the same manner as presently conducted and not make any material changes in personnel,. operations, finance or accounting policies. The parties plan to ensure that the transition period following the Effective Date is a smooth one and that adequate services for their members will continue unabated. V. ORPHANS' COURT PETITION KAC and YAAC intend to seek approval of the proposed affiliation from the Cumberland County Orphans' Court. A draft of the Orphans' Court Petition is attached hereto. VI. CONCLUSION The proposed merger by consolidation of YAAC with KAC will be structured so as to fully protect the public's interest in KAC's charitable assets, and will promote and assure the continued availability and provision of Scouting programs in the geographic area under the current jurisdiction of KAC and YAAC. KAC will become part of YAAC, itself a §501(c)(3) organization. The consolidated council is committed to ensuring the provision of Scouting programs throughout this area. For the reasons set forth above, KAC and YAAC {A796702:3} 7 respectfully request that the Office of the Attorney General issue a letter indicating that it has no objection to the foregoing transaction. Respectfully submitted, Alan R. Boynton, Jr. 717-237-5352 David M. Watts, Jr. 717-237-5344 McNEES WALLACE & NURICK LLC 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Attorneys for Keystone Area Council, Boy Scouts of America Jeffrey D. Lobach I.D. No. 35357 Paul W. Minnich I.D. No. 74453 BARLEY SNYDER LLC 100 East Market Street York, PA 17401 Attorneys for York-Adams Area Council, #544, Boy Scouts of America {A796702:3} 8 ..~ . •~, TOM CORBETT ATTORNEY GENERAL COMMONWEALTH OF PENNSYLVANIA OFFICE OF ATTORNEY GENERAL April 22, 2010 Alan R. Boynton, Jr., Esquire McNEES WALLACE & NURICK, LLC 100 Pine Street, P.O. Box 1166 Harrisburg, PA 17108-1166 Charitable Trusts and Organizations Section 14th Flr., Strawberry Sq. Harrisburg, PA 17120 Telephone: (717) 783-2853 Facsimile: (717) 787-1190 RE: Keystone Area Council and York-Adams Area Council Boy Scouts of America./ Proposed Consolidation by Merger Dear Mr. Boynton: The CF~~ir'itaBle Trusf &~ drganizati~ns Section bf the Office ef~Aitamey General reviewed"the documents you'submftted concerning the proposed merger of Keystone Area Council Boy Scouts of America (KAC) with the York-Adams Area Council Boy Scouts of America. (Y-AAC) The proposed merger constitutes a fundamental change under Chapter 59 of the Nonprofit Corporation Law of 1988, as amended, 15 Pa.C.S.A. §§ 5101-6162 (Nonprofit Law) , 15 Pa.C.S.A. §§ 5901, et seq. The Attorney General does represent the public's interest in charitable assets through the exercise of our ap rens ap triae authority. Please be advised that this letter will confirm that, based upon our review of the information submitted to us, we have no objections to the proposed merger of KAC wlY-AAC provided the organizations agree to only use-the donor restricted assets for restricted purposes just as is stated in Keystone York- Adams Council letter received me by me April 22, 2010. Be furth~r'advised that this no objection is based on the' informatioh'submtted to the Office of Attorney General and therefore is conditioned upon its accuracy submissions or omissions. This no objection letter does not constitute a formal Attorney General's Opinion and has no value as a precedent. Our review only pertains to issues Alan R. Boynton, Jr., Esquire Keystone Area Council York-Adams Area April 22, 2010 Page within the purview of the Charitable Trust & Organization Section of the Office of Attorney General and does not constitute approval by any other section or other government agency. Sincerely, John L. Downing Deputy Attorney General JLD/srh PENNSYLVANIA DEPARTMENT OF STATE 876 CORPORATION BUREAU ~ ROOM 308 NORTH OFFICE BUILDING P.O. BOX 8722 HARRISBURG, PA 17105-8722 ! KEYSTONE AREA COUNCIL, BOY SCOUTS OF AMERICA .1 THE.CORPORATION BUREAU IS HAPPY TO SEND YOU YOUR FILED DOCUMENT. '• PLEASE NOTE THE FILE DATE AND THE SIGNATURE OF THE SECRETARY OF THE COMMONWEALTH. THE CORPORATION BUREAU IS HERE TO SERVE YOU AND WANTS TO THANK YOU FOR DOING BUSINESS IN PENNSYLVANIA. IF YOU HAVE ANY QUESTIONS PERTAINING TO THE CORPORATION BUREAU, CALL (717) 787-1057. ENTITIES THAT ARE CHARITIES AND SOLICIT FUNDS SHOULD CONTACT THE BUREAU OF CHARITABLE ORGANIZATIONS FOR REGISTRATION REQUIREMENTS AT DEPARTMENT OF STATE, BUREAU OF CHARITABLE ORGANIZATIONS, SUITE 300 124 PINE STREET, HARRISBURG, PENNSYLVANIA 17101 (717) 783-1720 012 1-800-732-0999 WITHIN PENNSYLVANIA. ENTITY NUMBER: 0186605 MICROFILM NUMBER: 2000089 0245-0249 MCNEES WALLACE & NURICK COUNTER -- i NUV 3 p 2G0~1 Microfilm~:Number ()~ L45 Filed with the Department of State on //~~~ b J~f p r JIJJ// Entity Number ~ d ~i ~ r7 .S~ {y"~jf;~t%r-',~~~"~ r• 9 j ecretary of the C o wealth J I~ ARTICLES OF AMENDMENT-DOMESTIC NONPROFIT CORPORATION DSCB:15-5915 (Rev 90) In compliance with the requirements of 15 Pa.C.S. 5 5915 (relating to articles of amendment), the undersigned nonprofit corporation, desiring to amend its articles, hereby states that: 1. The name of the corporation is: Keystone Area Council. Bov Scouts of America 2. The la- address of this corporation's current registered office in this Commonwealth or Ib- Hama of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): Ia) One Baden Powell Lane Mechanicsburg PA 1705 Cumberland Number and Street City State Zip County (b) c/o: Name of Commercial Registered Office Provider County For a corporation represented by a commercial registered office provider, the county In (b) shall be deemed the county in which the corporation is located for venue and official publication purposes. 3. The statute by or under which it was incorporated is: __Act of ADrfl 29. 1874 ar)d supplements thereto 4. The date of its incorporation is: Mav 3. 1926 5. (Check, and H appropriate complete, one of the following): ~Cr The amendment shall be effective upon filing these Articles of Amendment in the Department of State. _ The amendment sfiall be effective on: 6. (Check one of the following); Date at Hour ~_ The amendment was adopted by the members (or shareholders) pursuant to 15 Pa.C.S. § 5914(al. _ The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. § 5914(b). 7. (Check, and If appropriate complete, one of the following): _ The amendment adopted by the corporation, set forth in full, is as follows: ~_ The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof. r ~ .~_:. _:'~%- li 8. (Check, tf the amendment restates the Articlesl: ~_ The restated Articles of Incorporation supersede the original Articles and all amendments thereto. IN TESTIMONY WHEREOF~he undersign¢¢d corporation hes caused these Articles of Amendment to 6e signed by a duly authorized officer thereof this ~ ~ day of AlOVtN+~ b of , 2000. Keystone Area Council. Bov Scouts of America (~ Neme o Corp ration) BY: /</ 11 // f (Sig ature- TITLE:___V~' ~~z~~ .I I i I . AMENDED AND RESTATED ARTICLES OF INCORPORATION KEYSTONE AREA COUNCIL, BOY SCOUTS OF AMERICA ARTICLE I NAME The name of the corporation is Keystone Area Council, Boy Scouts of America, sometimes referred to as the "Corporation." ARTICLE II DURATION The Corporation shall have perpetual existence but shall. take such action as maybe necessary to dissolve in the event of the revocation or termination of its charter from the Boy Scouts of America, a corporation organized under Act of Congress. The Corporation is incorporated under the Act of the General Assembly of the Commonwealth of Pennsylvania entitled "An Act Providing for the Incorporation and Regulation of Certain Corporations," approved Apri129, 1874, and exists under the provisions of the Nonprofit Corporation Law of 1988. ARTICLE III PURPOSES The Corporation shall promote, within the territory covered by the charter from time to time granted it by the Boy Scouts of America and in accordance with the Congressional Charter, Bylaws and Rules and Regulations of the Boy Scouts of America, the Scouting program of promoting the ability of boys and young men and women to do things for themselves and others, training them in Scoutcraft, and teaching them patriotism, courage, self-reliance and kindred virtues, using the methods which aze now in common use by the Boy Scouts of America. ARTICLE IV PRINCIPLES AND POLICIES The Corporation shall be operated as a nonprofit corporation exclusively for charitable and educational purposes within the meaning of Section 501 of the Internal Revenue Code of 1986, as from time to time amended. The Corporation shall at all times maintain the principles and policies of the Boy Scouts of America, as set forth in detail in the Bylaws and the Rules and Regulations of the Boy Scouts of America in official handbooks, or as maybe announced by the Boy Scouts of America from time to time, specifically restricting the leadership to those persons who are willing to subscribe to the declarations of principles therein set forth and to the Scout Oath and Law and who otherwise are qualified to receive certificates of leadership. Exhibit "A" The Corporation is one which does not contemplate pecuniary gain or profit, incidental or otherwise. ARTICLE V POWERS The Corporation shall have and may exercise (in a manner consistent with the Congressional Charter, Bylaws, and Rules and Regulations of the Boy Scouts of America) all powers given to nonprofit corporations under Nonprofit Corporation Law of 1988, as amended, 15 Pa.C.S.A. § 5101, et seq. ARTICLE VI MEMBERS The Corporation is organized upon a nonstock basis, shall have one or more classes of members, as provided in the Bylaws of the Corporation, and may have honorary members. Each active, associate, or honorary member of the Corporation shall be a citizen of the United States of America or have taken the preliminary steps•to becoming a citizen of the United States of America, (a) shall have subscribed to the Scout Oath and Law and the Bylaws and Rules and Regulations of the Boy Scouts of America, (b) shall have been registered by the Boy Scouts of America in accordance with its Bylaws and Rules and Regulations, and (c) shall otherwise meet all qualifications for membership from time to time established by the Boy Scouts of America. ARTICLE VII EXECUTIVE BOARD The Executive Board of the Corporation shall be composed of such number of persons, in no event fewer than 25 or more than 50 regular members who shall be elected in such manner as prescribed in the bylaws and rules and regulations of the Corporation. ARTICLE VIII ADDRESS The address of the registered office of the Corporation is One Baden Powell Lane, Mechanicsburg, Pennsylvania 17055. ARTICLE IX RESERVED ARTICLE X DISSOLUTION The property and assets of the Corporation are irrevocably dedicated to the charitable and educational purposes of carrying out the program of the Boy Scouts of America. 2 In the event of the dissolution or final liquidation of the Corporation or upon the revocation or termination of its charter from the Boy Scouts of America, none of such property or assets or the proceeds therefrom shall inure to the benefit of any individual but shall, after all liabilities and obligations of the corporation have been paid or satisfied or provision otherwise made therefor, be distributed (a) to another local council of the Boy Scouts of America as specified by the Boy Scouts of America to be used for charitable and educational purposes, or (b) in the absence of such specification, to the Boy Scouts of America itself to be used for charitable - and educational purposes, contemplated that in either instance such property and assets shall continue to be devoted to the furtherance of Scouting in the Commonwealth of Pennsylvania. ARTICLE XI AMENDMENT These Articles of Incorporation maybe amended by the majority vote of the members having the right to vote at a duly called meeting of the members of the Corporation at which a quonun is present and of which at least twenty days written notice has been given, the notice for which has been accompanied by the text of the proposed amendment or amendments, provided, however, that no amendment to these Articles of Incorporation shall be effective unless first presented to and approved by (a) the executive board of the Corporation and (b) an authorized official at the national office of the Boy Scouts of America. 3 lao ~E~RS o~ scaUTl~vG ~I ,. ~, t€l~ir1~'rs-r.~ f~c f~kvrlt~sr~ ~k (~rzlr~>iu"srr~ t'~P lP~f~dr rf February 8, 2010 Malcolm F. Carr, Scout Executive Keystone Area Council, #515, BSA 1 Baden-Powell Lane Mechanicsburg, PA ] 7050 Dear Malcolm: As you requested, this letter is to clarify the tax exempt status of Keystone Area Council, Boy Scouts of America, located in Mechanicsburg, PA. The Boy Scouts of America, National Council, is recognized as a public charity and tax exempt under IRC Section 501 (c)(3), as well as IRC Section 170 (b)(1)(A)(vi). We are not a private foundation as described in IRC Section 509 (a). A copy of our current tax exempt determination letter is attached. The Keystone Area Council, located in Mechanicsburg, PA is a subordinate organization of the Boy Scouts of America, National Council and covered under the BSA's group exemption ruling, IRS Ruling No. 1761. Though the council is a separate entity and responsible for its own, independent audit, our exemption ruling extends to this council the same recognition of tax exempt status as the BSA National Council. In addition, this local council is currently in good standing with the BSA National Council, and there are no changes to its tax status planned or pending. Very truly yours, Russell C. McNamer, J.D. Tax & Legal Specialist Finance Impact Department Office No.: (972) 580-2226 Attachment Cc: Alan Boynton ~~~ BOY SCOUTS OF AMERICA 1325 West Walnut Hill Lane P.O. Box 152079, Irving, Texas 75015-2079 '2 ~„ ( 0 972-680-2000 M `o m rn m d r ti Z W a Q ~"' Z O V Q )- s 0 N m Z a Z W Q a 0 F J H W _ _.._ .___ _. 4 0 a `j_Qe Mf o ~ G~ O OC O .~ N o _m ~ n ~ r~ ~ M ~ n ~ ~n N +~ C o ~ N n ~ tND N f~WV ~ ~ ~ + p S ~ ~ ~ N pMp~~ IA Mq N O ~ o ~ _ ~oOp u'~ C ~[I 4 C vt O V1 ~f ~ O ~ app ~ ~ N T p tD O~ o fC Of pp ' ' ^ ^ I~ W N Yi OI r ps ~ '- ~ `a a a a a a a a a a a d a a a a a a K p 7 U U m ? ~ W a S y _ N N _ Z ~ _ ~ 7 , a W ~ a ~ 4 J W C ~ 7 ( J K O U' G9 (~ z W z W O m O m w W U V S U S U = V V V Z ¢ J m ~ m N ? Op o W W ~ p U' ~ '~ ~ ¢ 4 Q ~ , = J J d 2 R' ~ lA ~ C !~ ~ H O ~ Z Z J Z J Z Z m m F- ~ W ~ d Y a a ] Z J ~ ~ J J J ~ t ~ J C N N z ~' ~ ~ ~ ~ w ~ ~ 6 i 0 o ~ J s2 52 ~ ~ g Z Z a ~ o ~ $F 'Z ~ ~ r ~ d W ~ ~ ~ W o W p Z Q ~ 6 O W m W m p a Q a p (1 N e N pp~~ N ~ ( J N r m r 4m ~ !per b ~ N N ry r p Vf ~ p ~ [u C ) L C 7 y O OZ ~ ~ Z 2 J OZ U Z Z J Zag J d 3 LL ~ y~ j LL y~ J a' J LL a z a 7 w o U W _J Z U O z W~ zU O z W J Z~ O z W aI Z V o z W :J ZU O z ~ U J Z } ' U JZ } O LL 2 OO p Z= w K=LL. w > l+- m LL Z J ZU Z ~J Z C3 ( ~ +J V U _J ~U ~ ~ f~H yW~ ~if p ~jU N oO f~ ~p U ~ Np U 2~ Z Z~Q, Z O U 4 ~ W 7 ~ r ~~ q W ~- Z_ ~[ Ty 6 d Z~- ~~J Z ~.Q J a 2 ~o ~ ~ Z ~~ m Z ~ m Z ~ ~ ~ wQ Y W ~ W Y N ^ O ~ N N ~ ~ v1 O ~ ~ ~ ~ ~ y y~~ 1 U v j W w~ N O aN ~~ .n m CS.7 m Z A ~O C~7 m r~ = 2 2 °O=~ = Z Z ~_ Q~ Z _ ~_ ~nU v+c.~ ~'c~ ~c.t ~niw .na K ~n F- i`n ~.- ~n ~ v+ ~ vi0 j ~O~ ,Nn= vNiac~ uNia ~~c.~ `W"~„~cpi.t ° ° ~scg. 3 1 i I I cv U U (.~ 4 U < ~ ~ ~ O ~ v v U U ~ ~ a W' ~ K ¢ K ~ K ~ R' ~ K ~ < R' ~ ~ < C R' mo K ~ K 1' ~ R' w w w ~ w a d d d ~ d' d ~ d a a a a o $ ~ 0 0 0 0 0 0 0 0 ~ o ~ $ o ~ o 5 ~ ~ ~ O ~ ~ ""' ~ S ~ ~ " ~ ~ ~ ~ m p 5 5 5 N h N UU] N y ~ C ~ t ~ U U ~ y O y O N y QQ O O O O O O O O O O O N O N } }} O } }~ } ® N } y }} YA } m m m m m m m m m m m m m m O O m o ~ o 0 0 0 0 0 0 - o 0 0 0 0 ~ 0 0 0 pp f ~ Of pp N ~ ~ C p b V~~ yy ~ N { N_ ^ N y p M mp O/ ~ ~ 1~ j V N A tart ! O rn~ f N { qp y O i!p~ O ! ~ ~ p~ r ~ r ~ti pp O~ C~ M ~~Y b pp} 1 0 ~ ~ r ~p ~ N t ~ t p 0 ~ n t ~ DJ pp Oa `~ • ` ` ~ N N N N 1 ~ { N y N N N ~ N N N N ~Z+ 3 f 4 2 v C LL O aaW i ~ TRS f)apnruu.nt ol'Ihu Trenxury lnlrrnul Krrra ur tirrrler P.0. Box 2508 _ In reply refer tot 0248222395 Cincinnati OH 45201 Jan, 14, 2010 LTR 4167C EO 22-1576300 000000 00 00009002 BODC: TE BOY SCOUTS OF AMERICA x RICHARD N POTTS S407 ~....,. ` i 1325 W WALNUT HILL LN " IRVING TX 75038-3008 0024D9 Emvloyer Identification Number: 22-1576300 Group Exemption Number: 1761 Person to Contact: Miss Converse Toll Free Telephone Number: 1-877-829-5500 Dear Taxpayer: This is in response to your Jan. 05, 2010, request for information about your tax-exempt status. Our records indicate that You were issued a determination letter in November 1965,. and that you are currently exempt under section 5O1(c)(O3) of the Internal Revenue Code. Based on the information supplied, we recognized the subordinates named on the list you submitted as exempt from Federal income tax under section 5O1(c)(03) of the Code. Donors may deduct contributions to you as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to you or for your use are deductible for Federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106 and 2522 of the Code. If you have any questions, please call us at the telephone number shown in the heading of this letter. Sincerely yours, Michele M. Sullivan, Oper. Mgr.. Accounts Management Operations 1 ARTICLES OF INCORPORATION York-Adams Area Council, Inc. X544, Boy Scouts of America TABLE OF CONTENTS ~ ~ ~~ ~ ~~ ~ `t lJ ARTICLE I. ARTICLE II. ARTICLE III. ARTICLE IV. ARTICLE V. ARTICLE VI. ARTICLE VII. ARTICLE VIII. ARTICLE IX. ARTICLE X. ARTICLE X1. NAME 1 DURATION 1 PURPOSES 1 PRINCIPLES AND POLICIES POWERS 2 MEMBERS 2 fiXECUTIVE BOARD 2 ADDRESS 2 INCORPORATORS. 3 DISSOLUTION 3 AMENDMENT 3 1 (r ' >. ~i s ~ , yry jf 1.. ~.i: . , . ARTICLH I. NAME The name of the corporation is the "York-Adams Area Council, Inc. #544, Boy Scouts of America", sometimes referred to herein as the "corporation", a non-profit corporation originally incorporated December 31, 1934 as the "York- Adams Area Council Boy Scouts oP America" under the "Non-Profit Corporation Law" of the Commonwealth of Pennsylvania approved the 5th day of May, A.D. 1933, P.L. 289. ARTICLE II. DURATION The corporation shall have perpetual existence but shall take such action as may be necessary to dissolve in the event oP the revocation or termination of its charter Prom the Boy Scouts oP America, a corporation organized under Act oP Congress. ARTICLE TIT. PURPOSES The corporation shall promote, within the territory covered by the charter Prom time granted it by the Boy Scouts of America and in accordance with the Congressional Charter, Bylawa, and Rules and Regulations of the Boy Scouts of America, the Scouting program of promoting the ability of boys and young men and women to do things for themselves and others, training them in Scoutcraft, and teaching them patriotism, courage, self-reliance, and kindred virtues, using the methods which are now in common use by the Boy Scouts of America. ARTICLE IV. PRINCIPLES AND POLICIES The corporation shall be operated as a nonprofit corporation exclusively for charitable and educational purposes within the meaning of Section 501 oP the Internal Revenue Code of 1986, as from time to time amended. The corporation shall"a t, all ti;~es~ inai:ntain the principles and policies As Adopted and Flied ~ Page i ARTICLES OF INCORPORATION V ~ ~~ ~ ~ U 4 York-Ada,s Area Council, Inc. ~t544, Boy Scouts of America of the Boy Scouts oP America, as set forth in detail in the Bylaws and the Rules and Regulations oP the Boy Scouts of America in official handbooks, oc as may be announced by the Soy Scouts of America from time to time, specifically restricting the leadership to those persons who are willing to subscribe to the declarations of principles therein set forth and to the Scout Oath and Law aad who otherwise are qualified to receive certificates oP leadership. ARTICLE V. POWERS The corporation shall have and may exercise (in a manner consistent with the Congressional Charter, Bylaws, and Rules and Regulations oP the Boy Scouts of America) all powers given to non-profit corporations under the Laws oP the Commonwealth of Pennsylvania pertaining to non-pcoPit corporations. ARTICLE VI. I~ERS The corporation shall have one or more classes of !eembers, as provided in the Bylaws of the corporation, and may have honorary members. Each active, associate, or honorary member of the corporation shall be a citizen oP the United States oP America or have taken the preliminary steps to becoming a citizen of the United States of America., (a) flax subscribed to the Scout Oath and Law and the Bylaws and Rules and Regulations oP the Boy Scouts of America, (b) has been registered by the Boy Scouts of America in accordance with its Bylaws and Rules and Regulations, and (c) otherwise meets all qualifications Por membership Prom time to tine established by the Boy Scouts of America. The lnitial executive board members (then referred to as directors] and their addresses were as set out in the original Articles of Incorporation approved December 31, 1934. ARTICLE VIII. ADDR$SS The address for the current registered office of the corporation in the Commonwealth oY Pennsylvania in "800 East King Street, York, PA 17403" being in the City and County of York. The address of the initial registered office oP the corporation in the Commonwealth of Pennsylvania at the time of its incorporation was No. 134 West Philadelphia Street in the City. and Cuunty of York. As Adopted aad Filed Page 2 ARTICLE VII. EXECUTIVE BOARD ARTICLES OF INCORPORATION lJ ;~ L~ 11 U ~ U York-Adaas Area Coaneil, Inc. 1544, Boy Scouts of America ARTICLE IX. INCORPORATORS The name and address of each incorporator is listed in the original Articles of Incorporation approved December"31, 1934. ARTICLE X. DISSOLUTION The property and assets of the corporation are irrevorably dedicated to the charitable and educational purposes of carrying out the program of the Boy Scouts of America. Fn the•event of the dissolution or final liquidation of the corporation or upon the revocation or termination of its charter from the Bay Scouts of America, none of such property or assets or the proceeds therefrom shall inure to the benefit of any individual but shall, after all liabilities and obligations of the corporation have been paid or satisfied or provision otherwise made therefor, be distributed (a) to another local council of the Boy Scouts of America as specified by the Boy Scouts of America to be used for charitable and educational purposes, or (b) in the absence of such specification, to the Boy Scouts of America itself to be used Por charitable and educational purposes, contemplated that in either instance such property and assets shall continue to be devoted to the furtherance of Scouting in the Commonwealth of Pennsylvania. ARTICLB XI. AMBNDMENT These Articles•of Incorporation nay be amended by the majority vote of the members having the right to vote present at a duly called meeting of the members of the corporation at which a quorum is present and of which at least twenty days written aotice has been given, the notice for which has been accompanied by the text of the proposed amendment or amendments, provided, however, that no amendment to these Articles of Incorporation shall be effective unless first presented to and approved by (a) the executive board oY the corporation and (b) an authorized official at the national office oP the Boy Scouts of America. Aa Adopted and Filed Page 3 ...,... ' ARTICLES OF INCORPORATION ` York-Adana Area Council, Inc. #544. Boy Scouts of America CERTIFICATIONS The Undersigned, RICHARD N. ROGBRS, hereby certifies that he is the duly elected and qualified Secretary of the York-Adams Area Council, Inc. #544, Boy Scouts oP America, a Pennsylvania non-profit corporation, and that the foregoing is a true and correct copy of the restated Articles of Incorporation as approved by an authorized official at the national office of the Boy Scouts oP America, duly adopted by the executive board of the corporation at its regular hoard meeting of December 20, 1988, and thereafter unanimously approved by the members entitled to vote thereon present at the duly called regular annual meeting oP the council. IN WITNBS3 WHEREOF, the Undersigned has hereunto affixed his signature and the corporate seal of the York-Adams Area Council, Inc. x544, Boy Scouts of America, as of this 20th day of December, 1988. (SEAL) hard N. Roge Secretary I do hereby certify that these restated Articles of Incorporation were duly filed with the Department of State Par the Commonwealth of Pennsylvania on the IY~-, day oP f'~1q 1988 pursuant to 15 Pa.C.S. Section 7908 and that notice of said Pilin was officially published as required thereby and as defined in 16 Pa.C.S. 102 on the '~Stl~day of Y'~l~ 1988 in the 'fie yor~G '17a:~H 1~e{~r~, a newspaper published in the county in which the registered office of the corporation is located and on the ~5'S' day of Tinr.~ 1981 in the York Legal Record, the legal newspaper designated by the rules oP the Court of Common Pleas of York County, Pennsylvania for the publication of legal notices and that the official proofs of said publication has been delivered to the secretary of the corporation for preservation amoung the official records of the corporation. O~-+M~ George Kaia, I Vice President for Administratien York-Adams Area Council, Inc. *544, Boy Scouts of America As Adopted and Piled paw 4 r .. .. '.:. ',~.: ~. __ 100 YEARS OF SCOUTING Gik M ~i~frc~ r~r~ r`rre, Cfi~<itt`~~>r~ * (r.-~r.r`rrrlri<c~+ ~'~r.' ~;t~rrrz.r:~~ February 8, 2010 Ronald M. Gardner, Scout Executive York-Adams Area Council, #544, BSA 2139 White Street York, PA 17404-4940 Dear Ronald: As you requested, this letter is to clarify the tax exempt status of York-Adams Area Council, Boy Scouts of America, located in York, PA. The Boy Scouts of America, National Council, is recognized as a public charity and tax exempt under IRC Section 501 (c)(3), as well as IRC Section 170 (b)(1)(A)(vi). We are not a private foundation as described in IRC Section 509 (a). A copy of our current tax exempt determination letter is attached. The York-Adams Area Council, located in York, PA is a subordinate organization of the Boy Scouts of America, National Council and covered under the BSA's group exemption ruling,lRS Ruling No. 1761. Though the council is a separate entity and responsible for its own, independent audit, our exemption ruling extends to this council the same recognition of tax exempt status as the BSA National Council. In addition, this local council is currently in good standing with the BSA National Council, and there are no changes to its tax status planned or pending. Very truly yours, ~t~ ~-~- Russell C. McNamer, J.D. Tax & Legal Specialist Finance Impact Department Office No.: (972) 580-2226 Attachment Cc: Alan Boynton ~~~ BOY SCOUTS OF AMERICA 1325 West Walnut Hill Lane P.O, f3ox 152079, Irving, T©xas 75015-2079 2 ~x I O 9/2-b80-2000 10 0 N d A a r tD n Z W d Z U U a ra' Q 0 m 0 ``4 G LL 0 F- N n L a 'i ~ ~ N vii N_ rri O ~ ~ ~ ~ ~ M t+01 Q O e~ O N N t(p~ N O O v~ ~ cp ~D taDO b a0 t~D ° poi T 0 ~ ~ ~ Obi ONi ~ N ~ ~ v v _ `~ o ~oF ~ 4 ~S ~ g ~ i ~ o r ,,, N G ~ N N ~ N ~ j N p a N ~ N O h N 9 d a a a a a a a ¢ ¢ ti y ~ N H N y ~ ~ (V ~_ a0 ~ ~ uxj ~ uJ i W z () ~ O p w N Q Y Z x S Y O O O O m ~ W ~ h ~ j W > W U W ~lJ U W ww] W W W s ~ K J ~ a ~ w N w O ~ Y ~ O d ~ ~ a = ~ K O O KK O O w 3 3 3 3 3 r > w w rn U U c~ co ~ LL ~ ~ ^ ^ o n eo ¢ ~ ~ F m c~ ~ m m c~ ¢ m r + w ~ ~ a~ ~ > ~ W W ^ V ^ O ~ N ~ ~ vJ U z ~ w ~ x ~ ~ w ~ ~ ~ ~ ~ ^ m O ~ c ~ a O z O ~ ~ ~ O O O x . n~ a O O O ~ ~ 2 P y ~ p~ Q: K ~ o ~ j~ ` a ~ N N a0 M M ~ ~ N O O N O N O N ~ ~ ~ ~ J Y Z m ~ F o 2 ' z r- a~ 1 W ~U ZZ = ~ R' ~ Z ~ 2 ~~ ~ d W 1- O F 0 V V O W y Q LLKJ yaJ O KO a U 'J ~ ~ 1~1~11 l- .x ~z~ w v~ to - ~ "~_ ~¢ "Z~ W xpO ~U W } x~ ~'U yy W ^U ]4Y[~ K~ 00 4~ ~O w = U u . t~i r~- ~i 0 ~ ~ ~ I ~ ~ as ~Z .~O ra-QO Z U. ^ a' ~ ~~ za~ ~~ < ~ A LL 'u~ W -J ~ jj ^ 'ii~ J W y ^ u~~ W a z J 1~ Z ~Z S a U U ~2p = ~ ~Z t U L t t U LN ~ Or N ~ Z U Q K 2 ~ 1 d Z U~ ~~ j m Z m = W UU y 2 W 0 W Z ~ d Z INpO i 8 e~ pOp U Y ~ ap R'oOp NU Oa> M O » ~O H ~ ~ y W O ~~ ~ ~ aK 7 9 ~ g ~K ~ 2 ~ O ~ 4R4' ~1¢'LL N O y~~o7 N ~ 6. 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Box 2508 In reply refer to: 0248222395 Cincinnati OM 45201 Jan. 14, 2010 LTR 4167C EO 22-1576300 000000 00 000090p2 BODC: TE BOY SCOUTS OF AMERICA X RICHARD N POTTS S407 1325 W WALNUT HILL LN ~~ IRVING TX 75038-3008 '-- oosaas Employer Identification Number: 22-1576300 Group Exemption Number: 1761 Person to Contact: Miss Converse Toll Free Telephone Number: 1-.877-829-5500 Dear Taxpayer: This is in response to your Jah. 05, 2010, request for information about your tax-exempt status. Our records indicate that you were issued a determination letter in November 1965, and that you are currently exempt under section 501(c)(03) of the Internal Revenue Code. Based on the information supplied, we recognized the subordinates named on the list you submitted as exempt from Federal income tax under section 501(c)(03) of the Code. Donors may deduct contributions to you as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to you or for your use are deductible for Federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106 and 2522 of the Code. If you have any questions, please call us at the telephone number shown in the heading. of this letter.- Sincerely yours, .~c Michele M. Sullivan, Oper. Mgr. Accounts Management Operations ] PLAN OF MERGER OF KEYSTONE AREA COUNCIL, INC, BOY SCOUTS OF AMERICA - and - YORK-ADAMS AREA COUNCIL, INC., BOY SCOUTS OF AMERICA ARTICLE I NAMES OF CONSTITUENT CORPORATIONS AND SURVMNG CORPORATION 1. The names of the constituent corporations are the KEYSTONE AREA COUNCIL, INC., BOY SCOUTS OF AMERICA (hereinafter "KAC"), and the YORK-ADAMS AREA COUNCIL, INC., BOY SCOUTS OF AMERICA (hereinafter "YAAC"). 2. The surviving corporation will be YAAC. However, the corporation will operate and do business under the name KEYSTONE YORK-ADAMS COUNCIL. Within six months of the effective date of the merger, the name of the corporation shall be changed to one satisfactory to its Executive Board and adopted consistent with the procedure set forth in Paragraph 3 of this Article. 3. Immediately upon the effective date of this merger, the surviving corporation shall initiate a process to develop a name for the surviving corporation. The process shall be concluded within ninety days of the effective date of merger. ARTICLE II MEMBERS OF CONSTITUENT CORPORATIONS 1. As to each constituent corporation, the members, including their classification and voting rights, are as follows: KEYSTONE AREA COUNCIL Classification (I) Active Members (2) Associate Members (3) Sustaining Members (4) Honorary Members Voting Rights One vote per member None None None YORK ADAMS AREA COUNCIL Classification (1) Active Members (2) Associate Members Votin Rights One vote per member None (3) Sustaining Members None (4) Honorary Members None ARTICLE III TERMS AND CONDITIONS OF PROPOSED MERGER 1. KAC and YAAC have agreed that the service to youth will be promoted and administrative efficiencies will be effected by the fonnation of a new Scout council that consists of a merger of the two Councils. Therefore, KAC will merge with YAAC and the name of the surviving corporation shall be changed in accordance with the procedure set forth in ARTICLE I, Section 3 above. KAC shall provide the surviving 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 which it enjoys as a 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 surviving corporation. 2. The surviving corporation will adopt new Bylaws consistent with those attached hereto. 3. Within six months of the effective date of the merger, YAAC shall amend its Articles of Incorporation to change the name of the corporation consistent with the procedure set forth in ARTICLE I, Section 3 above. ARTICLE IV MISCELLANEOUS PROVISIONS 1. Effective Date. This plan shall be submitted to the respective members of KAC and YAAC for its adoption by their respective majority votes, following which Articles of Merger shall be filed with the Pennsylvania Department of State. The merger shall become effective on March 1, 2010. Each corporation shall conduct its own affairs until the merger becomes effective. 2. Effect of Merger. Upon the effective date of merger, the separate existence of KAC shall cease and said corporation shall be merged in accordance with the provisions of this plan into YAAC, which name shall be changed consistent with the procedure set forth in ARTICLE I above and which shall survive such merger, shall continue in 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 which 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 surviving corporation without further act or deed; provided, however, that the surviving 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 merger. 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 merger, but maybe enforced, prosecuted, settled or compromised as if such merger had not occurred, or the surviving corporation maybe substituted in such action in place of either constituent corporation. 3. Membership, Etc. Privile es. Following the merger, YAAC will extend to all members of all classes, all Scouts and all Scouters of KAC all privileges, rights and responsibilities accorded to them prior to the merger. 4. Expenses of Merger. YAAC, as the surviving corporation, shall pay all the expenses of carrying this plan into effect and of accomplishing the merger. 5. Counterparts. For the convenience of the parties and to facilitate approval of this plan, two (2) counterparts thereof maybe executed, and each such executed counterpart shall be deemed to be an original instrument. ARTICLE V ADOPTION OF PLAN OF MERGER The foregoing plan has been duly approved and adopted by the Executive Board of Keystone Area Council on January 20, 2010 and by the Executive Board of York-Adams Area Council on January 19, 2010. KEYSTONE AREA COUNCIL, INC. BOY SCOUTS OF AMERICA By: (Date) President YORK-ADAMS AREA COUNCIL BOY SCOUTS OF AMERICA, INC. By: (Date) President KEYSTONE YORK ADAMS COUNCIL INTERIM MERGER POLICIES DISPOSITION OF REAL PROPERTY: For a period of five years from the effective date of merger, no Council real property will be sold or otherwise leave the ownership or possession of the Council without a 2/3 vote of the Executive Board attending a regularly scheduled meeting of the Executive Board. MODIFICATION OF PROGRAMS: For a period of five years from the effective date of merger, no Council summer camping program will be terminated or substantially modified without a 2/3 vote of the Executive Board attending a regularly scheduled meeting of the Executive Board, excepting that, beginning in 2011, Cub Scout summer resident camp programs shall be at Camp Tuckahoe. COUNCIL NOMINATING COMMITTEE: For a period of five years from the effective date of merger, 50% of the Council Nominating Committee shall be from the territory of the old Keystone Area Council and 50% from the territory of the old York Adams Area Council. Thereafter, there shall be no geographic expectations or requirements. COUNCIL OFFICERS: The first Council President shall be from the territory of the old Keystone Area Council and it is expected that he or she shall serve two one year terms. His successor shall have been regis#ered in, or from the territory of, the old York Adams Area Council, and it is also expected that he or she shall serve two one year terms. The first Council Commissioner shall be from the territory of the old York Adams Area Council and it is expected that he or she shall serve two one year terms. His (or her) successor shall have been registered in, or be from the territory of, the old Keystone Area Council and it is expected that he or she shall serve two one year terms. Thereafter, there shall be no geographic expectations or requirements. For the first four years following the effective date of merger, 50% of the other Council officers (Treasurer and Vice-Presidents) shall be from the territory of the old Keystone Area Council and 50% from the territory of the old York Adams Area Council. Thereafter, there shall be no geographic expectations or requirements. EXECUTIVE BOARD MEMBERSHIP: Notwithstanding the Bylaws, for a period of two years following the effective date of merger, there may be a maximum of sixty members on the Executive Board, not including officers, district chairs, Council committee chairs and youth members. No more. than thirty of the maximum sixty shall be from either the. territory of the old Keystone Area Council and no more than thirty of the maximum sixty shall be from either the territory of the old York Adams Area Council. Thereafter, for an additional period of two years, the maximum number shall be reduced to 50, with no more than twenty-five of the maximum sixty shall be from the territory of the old Keystone Area Council and no more than twenty-five of the maximum sixty shall be from either the territory of the old York Adams Area Council. Thereafter, there shall be no geographic expectations or requirements. DISTINGUISHED AWARDS: For the first four years following the effective date of merger, 50% of Silver Beavers selected by the Council for recommendation to the National office will be from the territory of the old Keystone Area Council and 50% from the territory of the old York Adams Area Council. Thereafter, there shall be no geographic expectations or requirements. CERTIFICATE OF SERVICE The undersigned hereby certifies that on this date, a true and correct copy of the foregoing document was served via first-class mail upon the following: John L. Dowling Deputy Attorney General Charitable Trusts and Organizations Section Office of Attorney General Commonwealth of Pennsylvania 14th Flr. Strawberry Square Harrisburg, PA 17120 Tracy Phillips S2w,e,~r~ l~~av~'R-, ~o~n°4oh ~ ~f' May 14, 2010