What are YOUR views, hopes and goals for the proposed combined organization?
Tuesday, August 11, 2009
Monday, August 10, 2009
NRC’s Financial Health
Question: Why exactly is Chapter 11 bankruptcy off the table? I don't know why that wouldn't work. Are the prospects for the future that grim?
Answer: The conclusion of the NRC Board was reached only after a thorough analysis of NRC's financial situation as well as extensive input from outside bankruptcy counsel on available options. The NRC Board does not consider Chapter 11 bankruptcy, as a process, to be off the table. However, Chapter 11 requires a viable reorganization plan and acceptance of the creditors. In addition, Chapter 11 can be a time-consuming and expensive process for an outside entity to undertake. When the Board had to make a decision between merger or closing the operation down earlier this year, the Board did not have, and does not have to this day, any information that would lead it to conclude that Chapter 11 is a likely option. In the absence of a reorganization plan (meaning a plan for a viable, going concern with revenue streams, resolution of creditor claims, etc, at some predictable point in the near future), the Board has stated that Chapter 7 is the likely option. We have also stated that if new information comes forward, the Board would reconsider its options, but the Board could not offer its members speculation about a Chapter 11 pathway in the absence of any information to that effect.
It is also important to point out that the vote is the members' opportunity to decide the fate of the organization. In bankruptcy court, the court decides, based on input from the creditors and, in the case of Chapter 11, input from the entity that would provide the alternative plan. The NRC members would not have a say in the outcome, other than to "vote with their feet" after the court decides. The disposition of NRC assets, to include its "brand" and other intangibles, would be at the discretion of the court.
Question: What are the assumed liabilities referenced in the term sheet?
Answer: “Assumed liabilities” is a legal term used to describe the list of NRC’s existing liabilities KAB will assume through the combination of KAB and NRC. As a practical matter NRC’s liabilities are identified by category in our response to the question, Can you list who the creditors are and how much is owed?
Answer: Specific information about NRC’s creditors is confidential. However, we hope the following summary of NRC’s liabilities categorized by class helps answer your question.
Please note, the following are rounded estimates as of July 7, 2009.
Grant Obligations: Model Cities, Zero Waste Parks Pilot $121,000.00
Landlord $816,000.00
Vendors: Congress 2008 & 2009 $54,000.00
Trust Fund Scholarship Reimbursement $43,000.00
Question: What has happened or what will happen to the Recycling Trust Fund?
Answer: NRC has had conversations with the Trust Fund Board and the donor and understand that it is their intent to preserve the Trust Fund and the scholarship program under the auspices of KAB if the combination is approved by the membership.
Answer: The NRC Board assessed all of its assets in reviewing the financial condition of the organization. There was no precedent for valuing those assets, and the only way to determine value would have been through an open market auction. Even then, the Board thought it unlikely that the sale of such assets would have provided substantial relief from creditors. Also, the Board was advised by outside counsel that such an auction would likely occur as a matter of course if NRC declared bankruptcy, which was and is a likely path without the KAB combination. The judgment of the Board was that, in pursuing its future, it was better for NRC to retain the ARD asset as it discussed partnering opportunities with other organizations. The Board had no basis for assuming significant value to the BrandEarth asset.
Answer: That outcome is possible, but KAB’s ability to exercise the collateral of ARD is a function of NRC’s ability to repay the loan. If the members vote against the combination, and the NRC is unable to repay the loan, then KAB may assume the America Recycles Day trademark and associated rights.
Question: How did NRC get to a financial situation needing such a drastic solution and when did it happen? Am looking for details of finances and not just a politically correct gloss-over. For example, is it a matter of being owed money and the entity owing it went bankrupt? Was it spending contributions before they were actually made and then they didn't happen? Was it not focusing on revenue levels as funds were being spent? Was it a catastrophic occurrence that sucked up a huge pile of money unexpectedly?
Answer: NRC has always had a difficult financial history, as our ambitions sometimes exceeded the resources available. Membership dues were not a significant share of needed revenues, and direct grants from the federal government and foundations have been drying up for many environmental issues, such as recycling. The organization had become more dependent on corporate sponsorships, on special programs funded with restricted funds, and on the unpredictable and increasingly insufficient revenue from the annual Congress and Exhibition and the annual Gala. Over the past year, the NRC Board of Directors was faced with these daunting challenges to its fiduciary responsibility as it attempted to provide for the solvency of the organization.
As a first step, significant cost controls were put in place in Summer 2008. Vacancies were not filled, staff travel was slashed, and salaries were frozen. Members may not have realized, but over the past few years, the staff has been cut in half. On the revenue side, the Board initially resisted consideration of strategic partnering with a more financially viable organization and instead chose to go the route of a major fund-raising effort in the fall of 2008 in an attempt to fill the growing budget gap and provide for a secure future of the organization. We were aware that our ability to develop and implement major new program initiatives could not occur within the context of a financially unstable organization.
Timing could not have been worse. The unprecedented national economic downturn impeded our ability to turn the financial picture around. Traditional major donors, faced with a global collapse in commodity prices and other recessionary impacts, were finding it difficult to allocate CY2009 budget dollars to non-profit support of any kind. Our community was especially hard hit. We did achieve some initial success, even in the face of the now global recession, as traditional sponsors such as Coca-Cola, Dell, and Casella Waste Systems stepped up and were joined by a number of new or returning sponsors. Nonetheless, the commitments were inadequate to meet the carrying cost of the organization, and more imaginative strategic considerations became imperative.
Starting in December 2008, the Board and Staff began a concerted effort to reach out to other organizations to determine their interest in program, event, or organizational partnering. This effort was part of a parallel track to consider downsizing to an interim “skeleton” organization, as well as bankruptcy and dissolution if productive alternatives were not put in place. However, most of the organizations that we approached were faced with their own financial issues, given the economy, and fruitful discussions did not develop. In early 2009, the financial condition of NRC continued to deteriorate and, as a result, our unfulfilled financial obligations for goods and services were mounting.
Question: Once NRC reached the point of no return, what other options were explored and for what reason was each rejected? Were other national organizations approached?
Answer: The NRC Board of Directors chose to fulfill its fiduciary responsibilities to the organization and its creditors while identifying an organizational partnership that would sustain, and preferably enhance, the mission of NRC. Only two organizations expressed interest in discussing a merger in the timing required to address our financial responsibilities.
Discussions with Keep America Beautiful, which had begun the previous year, were renewed in earnest as one viable alternative. We also entered into substantive discussions with ISRI. For a variety of reasons as contained in the confidential offers (KAB’s offer is now public), the Board chose to pursue a formal combination with KAB as the most positive step forward for NRC.
In sum, the situation before the Board was one of shutting down an insolvent organization or re-building and re-energizing the organization under a new construct. Without a “white knight” willing to assist with or assume NRC’s substantial obligations and with the assets of NRC having unknown value, dissolution of the corporation was the probable outcome.
Question: Usually with bankruptcy, there is huge debt. Is NRC deep in debt, and how was that debt incurred without the membership being aware?
Answer: As we announced at the Members Annual Meeting at the Pittsburgh Congress, NRC closed its FY2008 (March 31, 2008) with a significant deficit in unrestricted funds of approximately $325,000. The FY2009 Budget Plan required significant new and unrestricted revenues to keep that deficit from growing substantially. As originally planned, our solvency depended on Congress and Gala revenues that, in retrospect, were unrealistic under any economic circumstances, and on fulfillment of a tenuous new Model Cities Program with the American Beverage Association. Existing programs that provided a small amount of funding support for NRC, such as ReMix and Nike Reuse-a-Shoe, were winding down and new program development had stagnated. Successful programs such as the Coca-Cola Bin Grant Program and RecycleMania did not provide significant discretionary funds to sustain the organization. Simultaneously, we were trying to address the concerns of many affiliated states regarding fees and pass-through member dues as the basis for NRC retaining and growing its affiliations. Even though our Pittsburgh Congress was financially successful, the net revenue provided a reprieve but not a solution to our structural deficit problems. In sum, the “business model” of NRC was broken.
NRC’s outstanding obligations are substantial, in the neighborhood of $650,000, and creditors have become increasingly impatient. These creditors, to include many who were long supporters of NRC, would likely realize little or no relief under bankruptcy. Programs such as RecycleMania, America Recycles Day and the Coca-Cola Bin Grant program, if continued, would no longer be associated with an NRC. All operations would have to be shut down almost immediately, and all staff terminated. We were advised by counsel that allowing dissolution for purposes of “starting over” with a successor organization, with the NRC brand and assets such as ARD, would have been legally complex and time consuming, and bankruptcy court would control the timing of the process and the distribution of assets.
In consideration of these financial circumstances, the Board voted on April 29 to enter into substantive discussions with KAB to develop a proposal for our mutual consideration. Subsequently, on June 5 the Board accepted KAB’s formal offer, which was presented to NRC’s membership on June 10.
Question: Who is responsible for the debt if the merger is voted down by the members?
Answer: The coporation is and remains responsible for any liabilities. If the NRC Board chooses to enter into bankruptcy, the remaining assests of the corportation would be used to fulfill any obligations. Members and affiliates are not responsible for the corporate obligations of NRC.
Tuesday, July 21, 2009
Collegiate FAQ
Question: How would the relationship between CURC and KAB / NRC be structured under the merger?
Answer: CURC would continue to function under the NRC umbrella, but with greater autonomy than currently exists. Recognizing the CURC Steering Committee’s established leadership role and the cohesive nature of the council membership, CURC would be treated similar to an independent affiliate. CURC would be allocated staff and financial resources in conjunction with an annual work plan agreed to by both parties. The Steering Committee would continue to be elected by members according to the current protocol.
Question: What level of administrative support would CURC receive from KAB?
Answer: CURC would receive the same or greater level of staff support as it has had in recent years with NRC. Dedicated staff time would be allocated to support the steering committee, recruit new members, maintain the website, respond to a CURC phone and email hotline, and assist in the planning of workshops and conference sessions. As agreed to in the annual work plan, additional administrative support would be provided for specific CURC projects.
Question: What level of program support would CURC receive from KAB?
Answer: In addition to administrative support, CURC would receive a greater level of staff support in developing programs such as the webinar series, technical guides, etc. Based on an agreed annual work plan, KAB would provide a basic level of staff support, as well as assist CURC in soliciting sponsorship funding to expand program staffing for specific projects.
Question: How would CURC membership be organized under the merger?
Answer: CURC membership would be structured the same as it currently is under NRC. Individuals in states with affiliated RO’s would become members of NRC through that RO, or in the case of non-affiliated states, directly through NRC. Members would opt to join CURC when paying dues. There would be no additional cost to join CURC.
Question: Would CURC have latitude to partner or work with outside organizations such as AASHE, NACUBO and APPA, on projects or events?
Answer: Absolutely. CURC would be encouraged to develop strategic partnerships on projects originating from CURC or outside organizations. CURC would also be free to work with other organizations to sponsor workshops and conference sessions as part of the NRC Congress or third party events.
Question: Would CURC have the freedom to make its own public policy positions?
Answer: Yes. Unlike under the current NRC relationship, CURC would be free to take positions independent of NRC / KAB, including those that contradicted NRC / KAB positions.
Question: What guarantee does CURC have that KAB would provide a long term, stable home?
Answer: KAB recognizes the strategic importance colleges and universities play in developing the recycling and resource conservation habits that students will carry with them the rest of their lives. Collegiate institutions are also recognized as the laboratories where many recycling and waste minimization best practices are developed before being adopted by society as a whole. As the preeminent college recycling organization, KAB sees CURC as a long term partner in developing the technical and professional resources that can support programs at schools across the country. KAB is dedicated to providing a stable administrative home from which CURC can grow and expand its programs.
Question: Would CURC, its website or other communications be used to promote KAB sponsors?
Answer: CURC would only be associated with those sponsors specifically supporting CURC programs. The CURC Steering Committee would have ultimate authority to approve such sponsorships. Guidelines governing how sponsors would be identified on the council’s website and other mediums would be developed with the Steering Committee.
Question: How would CURC be represented within the NRC / KAB organizational structure?
Answer: Under the proposed merger, CURC would be invited to participate in the NRC Executive Board, which would have a formal role advising KAB and NRC staff on NRC operations. CURC would be guaranteed at least one permanent seat on the Executive Board.
Question: What would happen to RecycleMania under the merger?
Answer: RecycleMania and its trademark are owned by the competition’s creators, Ed Newman and Stacy Wheeler, and are governed by a six-person steering committee. Under the merger, the steering committee would have the option to continue contracting with NRC / KAB to provide administrative and managerial support as they have with NRC in the past. KAB has previously agreed to become a top-level sponsor of the 2010 competition independent of any administrative relationship.
Monday, July 20, 2009
Policy & Advocacy
Question: Who will be the voice of recycling? NRC or KAB?
Answer: As noted in our July 15 response to a comment in the “Looking Ahead” section – our intent is for the “NRC unit” of KAB to remain laser-focused on recycling, to maintain and expand its brand and to remain as the “voice of recycling” in the
NRC’s
Will KAB and the new NRC Board support the concepts of zero waste and/or producer responsibility?
Will we see NRC executives or KAB executives lobbying against our efforts of zero waste and producer responsibility in our state? What recourse will we have if this happens?
Answer: We assure you that you will not, so recourse is a moot point. As stated in our response to the previous question, the combined organization will not become involved in any state advocacy effort unless requested to do so, and only if the advocacy is consistent with an established NRC position.
Please refer to our answers to the questions, What attracted KAB to this merger? What do they gain? and What value does an association with KAB have for the NRC? in the “History of KAB and NRC Discussions” section.
Please refer to the proposal documents, which state that NRC will operate as a distinct unit of KAB. We envision the “public facing” image of both organizations to remain essentially the same. Of course, KAB will talk about the work NRC is doing in the larger context of its organization and impact.
The NRC agenda will be set and guided by the NRC Executive Board (formerly “Advisory Council”), with appropriate input from the membership. Efforts developed under this construct will ideally “fly the NRC flag.”
There is no escape clause in the legal approach that must be taken to consummate the combination of the two organizations. As we note, technically the NRC Corporation will dissolve and its assets and liabilities assumed by the KAB Corporation. The two organizations see no reason – mission-based, programmatic, advocacy, or financial – for the combination not to be successful. In short, the vote of the members is final, effective immediately, and thus, critically important.
Question: To what degree will the proposed new organization work to change packaging (to reduce litter and additional waste-stream growth)?
Answer: KAB and NRC fully support all efforts by business and industry to “source reduce” the amount of packaging or to use packaging made from more sustainable materials and processes. Ultimately, these decisions are made by an “unwritten compact” between producers and consumers. As a combined organization, we will continue to educate consumers about smart choices in products and packaging, and will applaud industry efforts to innovate and reduce.
Policy decisions on ALL issues will be weighed by the NRC Executive Board (formerly referred to as the NRC Advisory Council) for their merits and acted upon appropriately.
Wednesday, July 15, 2009
Content of Proposal
Question: What educational and community grants will be made available to municipalities, K-12 schools and non-profit civic organizations to beautify road frontages and cleanup litter?
Answer: As a matter of policy, and with only minimal exception, KAB’s grants are distributed directly to our affiliates, who are ultimately responsible for their distribution to their partners in the community (schools, civic organizations, vendors, etc.). These grants typically fund educational programs or long-term projects with an emphasis on sustainability and NOT short-term remediation activities such as cleanups.
In the last 3 years, these funds have totaled approximately $2 million per year. We hope to increase this level of local support with the addition of NRC and its programs.
Question: What financial incentives will be provided to independent solid waste haulers to inform/educate their customers about recycling, what to put out and when?
Answer: KAB does not finance for-profit enterprises, including waste haulers. Our most likely path will be to provide resources, guidance and support to municipalities and recycling coordinators, and to work with haulers to support best practices. A great example is our Curbside Value Partnership.
Question: How much will this merger cost us as members? What is the NRC and its members losing control of?
Answer: The combination of the two organizations is intended to decrease the significant liabilities of the NRC Corporation while at the same time providing the affiliated states, councils, and members with a more dynamic agenda for recycling programs and events. Financially, there is no “cost” to the membership for this transition to a new organizational arrangement.
The Proposal also calls for the assumption of NRC’s assets, which consists largely of intangible goodwill associated with the brand of NRC (trademarks, URLs, etc,) and minimal physical property. Our intent was to maintain these assets through a centralized NRC office, located in
Answer: The Advisory Council will determine the affiliate fee and member fee structure, however KAB and NRC have committed to preserving the agreements reached last year regarding the $1,000 affiliation fee and elimination of the pass-through of individual member dues if the Council so chooses. KAB and NRC have also committed to assisting the SROs and Councils with their fundraising events and with financial support for both the national and local programs to be developed with the Advisory Council.
Answer: Financial management of the NRC division will be a corporate function of KAB. KAB and NRC will have a compelling interest in preserving the highly valuable participation of the affiliated states and SROs and in their empowerment through the Advisory Council.
We anticipate no issues regarding adequate funding for logistical support of the Council. In fact, we expect to be able to increase that support in the future. This national support has been one of the key factors in enabling the growth and strength of KAB’s affiliate network. We hope to bring this same impact to NRC affiliates.
Answer: We will prepare the formal budget for NRC in 2009 as part of our normal fall budgeting process. At this point, we promise both short term and longer term support to enable NRC to accomplish the strategic plan outlined in the material describing the proposed combination, including office space, salaries, and administrative expenses. In addition, KAB will provide core support for the programs to be offered to the NRC affiliates. KAB’s budget for national office activities has been less than 50% of the revenue dedicated to affiliate programs. We expect the same to be true for the NRC operations.
Question: How will the relationship between NRC and the membership, affiliated states, and councils change?
Answer: The intent is to change as little as possible. The proposal contemplates that the affiliated states and councils, working as the NRC Advisory Council, will establish membership rules, but we hope that the existing NRC framework will be maintained. The strength of NRC is its diverse and national membership. Members will continue to enjoy benefits such as voting rights for the NRC seats on KAB Boards, discounts to the annual Congress, participation on the Advisory Council, and access to a wider variety of recycling projects and programs.
Question: What will the new NRC look like?
Answer: NRC will be an operating “division” within the larger KAB organization. A separate executive staff and office will be retained in Washington, D.C. The head of NRC will report to the president and CEO of KAB. The intent is for NRC staff to work closely with the Advisory Council on program development and implementation, recycling events, policy recommendations, education, and other recycling initiatives. Certain overhead functions will be consolidated in the KAB Headquarters office in Stamford, CT. For organizational chart, please click here.
Question: How will the NRC Advisory Council work?
Answer: The Advisory Council will be established by the leadership of NRC’s current state recycling organizations and technical councils. The Advisory Council will determine its own size and scope, and work with the NRC executive on development and implementation of all NRC activities. The Advisory Council also advises the entire KAB management and Board, to include the NRC-elected Board members. Consistent with the membership of NRC, we will encourage the Advisory Council to be as diverse and inclusive as possible. The Proposal also encourages the Advisory Council to develop standing and special committees for various NRC functions that would replace the NRC’s Board Committee structure.
Question: Will the affiliation agreement between the NRC and the State Recycling Organizations be retained?
Answer: KAB and NRC are supportive of retaining the current provisions of the affiliation agreement, to include recently agreed upon changes to the affiliation fee structure that eliminates the pass through to NRC of member dues but retains the basic $1,000 affiliation fee. The Advisory Council, which we expect will contain many leaders from the affiliated states, can also develop, in conjunction with NRC executive staff, changes to the affiliation agreement.
Question: What will be the governance role of NRC members?
Answer: The NRC Advisory Council will establish membership and voting rules, preferably using the same framework now employed by NRC. The voting members will be allowed to elect three NRC members to the KAB Board, who may participate in the semi-annual Board meetings and Board Committees, to include the Executive Committee. NRC members will be elected on the same basis as representatives of KAB affiliates. However, the KAB Board is largely a governance Board, and the Proposal contemplates that the Advisory Council will fill the managerial role that was the history of the NRC Board.
Question: What happens to NRC’s hallmark events such as Congress and America Recycles Day?
Answer: The combined organization will be in a much stronger position to provide resources and other support for the America Recycles Day coordinators throughout the county, beginning with the 2009 event on November 15. During the transition, NRC and KAB will be collaborating on ARD along with the Steering Committee established by the State Recycling Organization leadership established at the NRC/Recycling Organization Council Meeting in February 2009.
For Congress, NRC cancelled this year’s event due to concerns over attendance and financial viability, but our intent is to bring back Congress with a bigger event in 2010. Currently we are planning on holding the 2010 Congress in Washington, D.C. so that, in addition to its traditional role as a networking and education forum for NRC’s membership, it can also provide an opportunity to meet with and hear from our nation’s leadership, both in Congress and the Executive Branch, regarding issues of concern to the members.
Additionally, it is likely that the Congress will be held in conjunction with Keep America Beautiful’s annual National Conference, allowing the members and affiliates a first opportunity to directly collaborate in a constructive and meaningful forum.
In the interim, KAB and NRC plan to host a Recycling Symposium later this year, to which NRC state and council leadership will be invited. The purpose is to begin the integration of the organization and demonstrate that its mission and commitment to enhancing recycling will be sustained.
Question: Will the Councils continue to be supported?
Answer: Absolutely. The existing councils should be preserved and the Memoranda of Understanding and other agreements should be reviewed with an eye to providing even greater support to the efforts of the Councils using the resources of the combined organization.
Question: Will NRC state affiliates and KAB affiliates be required to consolidate programs, events, or even organizations?
Answer: Absolutely not. The autonomy of NRC state affiliates is preserved, and future affiliation will not require any changes to that independence. We do think that the national combination of NRC and KAB provides an opportunity for greater state and local collaboration between affiliates, but that is at the sole discretion of those affiliates. If a KAB and NRC affiliate ask for support for collaboration on a project or program, KAB and NRC will be happy to provide assistance.
We also do not intend to meddle in any way with the KAB and NRC affiliate independence regarding policy advocacy. As has always been the case for both organizations, the respective affiliates are free to take policy positions and undertake advocacy as they see fit. Diversity of membership and opinion remains a core value of both organizations.
Question: What is KAB's position on advocacy by NRC members & affiliates?
Answer: Diversity of membership and opinion is a core value of Keep America Beautiful. KAB does not intend to meddle in any way with KAB and NRC affiliate independence regarding policy advocacy. As has always been the case for both organizations, the respective affiliates are free to take policy positions and undertake advocacy as they see fit.
Question: Historically, state affiliates of NRC have "dibs" on certain state projects sponsored by NRC. Will we now be competing with Keep "xyz" Beautiful?
Answer: The answer to this question will be determined by the details of specific projects. Keep America Beautiful will, with input from the NRC Advisory Council, direct programs and resources to the local organization(s) whose expertise is the most relevant to the objectives and goals of the project. Members/Affiliates will always have first priority over non-members/non-affiliates for projects, grants, etc.
Of course we encourage local organizations to collaborate, rather than compete, whenever appropriate.
Question: How will membership elect our leadership?
Answer: The proposal asks the State Recycling Organization leadership and NRC Council leadership to assemble and determine the scope, size, and operating practices for the Advisory Council. For example, the Advisory Council may determine that a 7-person Council is appropriate, with members to be term-limited or rotated among the states in an equitable pattern. The Council would determine how often it would meet to effectively perform its functions. The Council would determine expectations for its own members’ participation. NRC and KAB believe that, since the SRO's and Councils, which represent the majority of membership, have already determined their leadership on a geographic (i.e. State Recycling Organization) or sector (i.e. colleges and universities) basis, that the members are substantively and appropriately represented on the Advisory Council by this process.
The Advisory Council will also determine the voting process and privileges for the NRC members. The intent of NRC and KAB is that at least all of the current rights of members should be retained, to include eligibility to run for one of the NRC seats on the KAB Board, the opportunity to vote in the election of the NRC seats, discounts to Congress or other NRC events, participation in NRC programs, and, as a new right, eligibility to sit on the Advisory Council. The intent of the Proposal is that NRC members in unaffiliated states would have all of these privileges, as well.
Question: How will membership elect our KAB representatives?
Answer: The Advisory Council will need to establish rules for membership voting for the NRC seats on the KAB Board. The intent of KAB and NRC is that the process be comparable to the existing voting system for NRC Members, so direct reference to the NRC by-laws on voting is an option available to the Advisory Council.
Question: Who will be accountable to the NRC Members?
Answer: Both the NRC Board seats on KAB's Board and the Advisory Council are accountable to NRC members. The Board members must run for election and be accountable to the electorate for the positions or votes they may take at KAB Board meetings. The Advisory Council is indirectly accountable to the membership because the Council will consist of individuals selected by the State and Sector Council leadership, who are in turn accountable to their members.
Answer: The NRC Executive staff will report to the President of KAB. However, the Advisory Council has a major governance role in NRC operations and will have extensive communication and input to the executive functions of the organization. In addition, the Advisory Council may directly address any issues with NRC executive directly to the President of KAB, and the member-elected NRC Board members may also raise executive issues to the entire KAB Board.
Answer: The NRC Board will cease to exist on the effective date of the combination of the two organizations. The individual Board members, if they continue to be NRC members, would have only those same privileges available to any NRC member. The exception is that, to retain continuity of representation of NRC members until election is held, the existing NRC Board may nominate three NRC members, to include any existing NRC Board member, to fill the seats on a temporary basis. That individual must surrender that Board seat upon the election by members of the permanent Board member. The intent of KAB and NRC is to hold an election for the permanent seats as expeditiously as possible after the effective date of the combination.
Answer: Directors’ terms are 3 years, renewable at the discretion of the board. Three KAB affiliates (one statewide and 2 local affiliates) are elected to the BOD in 2 year terms by a nomination of peers and an online vote open to all affiliates. Corporate board members are nominated annually by a Nominating Committee comprised of members of the Board, and are typically elected at the annual meeting in December.
Answer: Absolutely. Download them here.
Answer: The Boards and staff of KAB gave considerable though to the synergies and potential issues raised by the combining of the two organizations. As we stated in announcing the proposal, we believe that combining the considerable strengths of the two organizations supports the reasonable, if not compelling, conclusion that the combination will help us succeed in fulfilling our respective missions, especially when compared to the alternatives available. There was no template to use for this particular combination, as every case is different, but we were also aware that mergers and other forms of combination were becoming more common in the non-profit sector as these organizations attempted to cope with fundraising or other issues influenced by the economic environment, or to take advantage of synergies to create a stronger, single organization. The members may be interested in the following articles related to non-profit mergers:
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