THE ART THEATER CO-OP AND THE ART FILM FOUNDATION

Transcription

1 PLAN AND AGREEMENT OF MERGER BETWEEN THE ART THEATER CO-OP AND THE ART FILM FOUNDATION This Plan and Agreement of Merger, made and entered into this day of, 2017, by and between THE ART THEATER CO-OP, an Illinois not-for-profit corporation (ART CO-OP) and THE ART FILM FOUNDATION, an Illinois not-for-profit corporation (AFF), said corporations being hereinafter referred to jointly as CORPORATIONS ; WITNESSETH: WHEREAS, AFF is an Illinois not-for-profit corporation whose primary charitable and educational purposes are to promote culture and education through film and cinema, and to foster dialogue through and about film; and WHEREAS, AFF has been recognized by the Internal Revenue Service as a charitable organization within the meaning of Section 501 (3) of the Internal Revenue Code of 1986; and WHEREAS, ART CO-OP is a non-for-profit cooperative corporation whose mission is to build community by preserving and promoting a space for the shared cinema experience; and WHEREAS, the board of directors of ART CO-OP believes that it is in the best interests of ART CO-OP to dissolve its co-operative corporation ownership, as established under the ART CO- OP s Articles of Incorporation dated December 14, 2011, File number , in order to allow a transition to Code Section 501 (3) status; and WHEREAS, the board of directors of each of the constituent CORPORATIONS deems it advisable that ART CO-OP be merged into AFF on the terms and conditions hereinafter set forth, and in accordance with the applicable provisions of the General Not For Profit Corporation Act of 1986 of the State of Illinois, with the surviving corporation to maintain its Code Section 501 (3) status. NOW, THEREFORE, in consideration of the promises and of the agreements, covenants, and conditions hereinafter set forth, ART CO-OP and AFF hereby agree each with the other as follows: ARTICLE I ART CO-OP and AFF shall be merged into a single corporation, in accordance with the provisions of the General Not For Profit Corporation Act of The ART CO-OP will merge into the AFF, and AFF shall be the surviving corporation of the merger.

2 ARTICLE II Upon the merger becoming effective, and notwithstanding anything else to the contrary contained herein, all of the rights, responsibilities, obligations and ownership interests of the owners of ART CO-OP shall be cancelled, and AFF, as the surviving corporation, shall have no further duties, responsibilities, obligations or liabilities with respect to such former co-op ownership interests. ARTICLE III Upon the merger s becoming effective, (a) the constituent corporations shall be a single corporation and the name of AFF, the surviving corporation, shall remain unchanged; (b) the separate existence of ART CO-OP shall cease, except to the extent provided for by the laws of the State of Illinois in the case of a corporation after its merger into another corporation; (c) the surviving corporation shall thereupon possess all the rights, privileges, immunities, and franchises of each of the constituent corporations, and all property, real, personal, and mixed, and debts due on whatever account, and all choses in action, and every other interest belonging to or due to each of the constituent corporations shall be deemed to be transferred to and vested in Second as the surviving corporation, without further act or deed, and the title to any real estate, or any interest therein, vested in any of the constituent corporations shall not revert to or be in any way impaired by reason of the merger but shall vest in the surviving corporation; (d) the surviving corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of each of the constituent corporations, and any claim existing or action or proceeding pending by or against any of the constituent corporations may be prosecuted to judgment by the surviving corporation as if the merger had not taken place, or the surviving corporation may be substituted in place of the constituent corporations, and neither the rights of creditors nor any liens on the property of any of the constituent corporations shall be impaired by the merger; (e) the Articles of incorporation and Bylaws of AFF, as existing and constituted immediately prior to the effective date of the merger, shall be the Articles of Incorporation and Bylaws of the surviving corporation; and (f) for all accounting purposes, the effective date of the merger shall be deemed to be the close of business on the day of, ARTICLE IV The surviving corporation shall pay all expenses of carrying this Plan and Agreement of Merger into effect and accomplishing the merger provided for herein. ARTICLE V The assets and liabilities of ART CO-OP, the effective date of the merger, shall be taken on the books of the surviving corporation at the amounts at which they, respectively, shall, on such date, be carried on the books of AFF.

3 ARTICLE VI The surviving corporation shall have no members entitled to vote on any matters. Initially there shall be 12 (twelve) directors of the surviving corporation, who shall be the same persons constituting the board of directors of AFF and the same persons constituting the board of directors of the ART CO-OP immediately prior to the effective date of the merger, and such persons shall hold office until the first annual meeting of the board of directors of the surviving corporation and until their respective successors are elected according to the Bylaws of the surviving corporation. The term of all officers of the surviving corporation shall continue, and each shall be deemed to be an officer of the surviving corporation upon the effective date of the merger. After the merger, 12 (twelve) directors shall meet and determine officers of the surviving corporation. Thereafter, other persons may be elected or appointed to such offices from time to time in accordance with Bylaws of the surviving corporation. There will be no owners or members of the surviving corporation entitled to vote. ARTICLE VII If at any time the surviving corporation shall consider or be advised that any further assignment or assurance in law is necessary or desirable to vest in the surviving corporation the title to any property or rights of any of the constituent corporations, the proper officers and directors of the constituent corporations shall execute and deliver all such proper assignments, conveyances, and assurances in law and do all things necessary or proper to vest such property or rights in the surviving corporation, and otherwise to carry out the purposes of this Plan and Agreement of Merger. ARTICLE VIII Anything herein or elsewhere to the contrary notwithstanding, this Plan and Agreement of Merger may be abandoned by either of the constituent corporations by the adoption of an appropriate resolution by either board of directors abandoning the merger, at any time prior to the filing of the Articles of Merger by the of State of Illinois, and by notifying the other constituent corporation of the adoption of such resolution. ARTICLE IX This Plan and Agreement of Merger shall be submitted to the owners of ART CO-OP and to the directors of AFF (AFF having no members with voting rights), as provided by law, and shall take effect and be deemed to be the Plan and Agreement of Merger of said corporations upon the approval of the owners of ART CO-OP, in accordance to its bylaws, and of a majority of the board of directors of AFF in accordance with the requirements of the General Not For Profit Corporation Act of 1986, and upon the execution, filing, and recording of such documents and the doing of such acts as required to accomplish the merger under the provisions of the General Not For Profit Corporation Act of 1986.

4 IN WITNESS WHEREOF, ART CO-OP and AFF have each caused this Plan and Agreement of Merger to be signed and its corporate seal to be hereunto affixed as of the day and year first above written. THE ART THEATER CO-OP CORPORATION President ATTEST: THE ART FILM FOUNDATION CORPORATION President ATTEST: I,, of the ART CO-OP Not-for-Profit Corporation, a corporation organized and/or existing under the General Not For Profit Corporation Act of 1986, hereby certify, as and under the seal of ART CO-OP Not-for-Profit Corporation, that the Plan and Agreement of Merger to which this Certificate is attached, after having been first duly adopted by its board of directors, was submitted to the owners of ART CO-OP Not-for- Profit Corporation for the purpose of considering and taking action on the Plan and Agreement of Merger, and the Plan and Agreement of Merger was duly adopted by the vote of the owners of ART CO-OP Not-for Profit Corporation, in accordance with its bylaws, and is the duly adopted agreement of ART CO-OP Not-for-Profit Corporation pursuant to the provisions of the General Not For Profit Corporation Act of Witness my hand of the ART CO-OP Not-for-Profit Corporation this th day of, I,, of the AFF Corporation, a corporation organized and/or existing under the General Not For Profit Corporation Act of 1986, hereby certify, as and under the seal of AFF Not-for-Profit Corporation, that the Plan and Agreement of Merger to which this Certificate is attached was adopted at a meeting of the board of directors of the AFF

5 Not-for-Profit Corporation held on the th day of, 2017 by the vote of a majority of the directors in office, there being no members having voting rights, and is the duly adopted agreement of the AFF Not-for- Profit Corporation pursuant to the provisions of the General Not For Profit Corporation Act of Witness my hand of the AFF Not-for-Profit Corporation this th day of, 2017.