Wednesday, July 15, 2009
Tuesday, June 16, 2009
History of NRC and KAB Discussions
Question: What attracted KAB to this merger? What do they gain?
Answer: The attraction was natural. Approximately 30% of KAB’s 587 affiliates serve as the recycling coordinators for their communities. In fact, there is already a notable overlap of NRC members and KAB affiliates.
First and foremost, KAB recognizes the incredible wealth of passion, knowledge and technical expertise embodied in the NRC membership, and believes that the combination of organizations represents an incredible opportunity to bring together professional expertise and grassroots (general public) mobilization in a unified effort to significantly increase recycling rates nationwide.
Moreover, the addition of the NRC membership and state ROs represents a significant boost to the organization’s existing “footprint,” adding 10 new statewide organizations for delivery of programs and resources.
KAB’s near-term goals for the combined organization include:
Answer: The highest priority for the NRC Board in partnering with any organization is the opportunity to fulfill the NRC mission. KAB recently increased its own strategic interest in promoting recycling, as evidenced by its association with the Curbside Value Partnership. Early discussions with KAB indicated strong synergies if the two organizations were to work together.
In addition to KAB’s commitment to recycling, the organization offers a solid history of community outreach and support, a broad communications and education capacity, effective program development, and a substantial base of financial and other resources. In addition, the extensive network of KAB and NRC affiliates provides a great opportunity to expand the geographic reach of all recycling initiatives.
Answer: The attraction was natural. Approximately 30% of KAB’s 587 affiliates serve as the recycling coordinators for their communities. In fact, there is already a notable overlap of NRC members and KAB affiliates.
First and foremost, KAB recognizes the incredible wealth of passion, knowledge and technical expertise embodied in the NRC membership, and believes that the combination of organizations represents an incredible opportunity to bring together professional expertise and grassroots (general public) mobilization in a unified effort to significantly increase recycling rates nationwide.
Moreover, the addition of the NRC membership and state ROs represents a significant boost to the organization’s existing “footprint,” adding 10 new statewide organizations for delivery of programs and resources.
KAB’s near-term goals for the combined organization include:
- Establishing and promoting common, industry-wide standards for recycling metrics that will ensure credible and consistent measurement of recycling trends, progress, and challenges
- Elevating the importance of recycling in public messaging, firmly connecting the issue to larger environmental concerns such as energy independence and climate change
- Reestablishing a significant industry event (Congress) that advances recycling innovation and best practices
Answer: The highest priority for the NRC Board in partnering with any organization is the opportunity to fulfill the NRC mission. KAB recently increased its own strategic interest in promoting recycling, as evidenced by its association with the Curbside Value Partnership. Early discussions with KAB indicated strong synergies if the two organizations were to work together.
In addition to KAB’s commitment to recycling, the organization offers a solid history of community outreach and support, a broad communications and education capacity, effective program development, and a substantial base of financial and other resources. In addition, the extensive network of KAB and NRC affiliates provides a great opportunity to expand the geographic reach of all recycling initiatives.
NRC Board’s Decision Process
Question: How did the Board arrive at its decision?
Answer: Over the past 10 months, the Board has strategically assessed NRC’s future, recognizing that NRC needs to first survive in order to fulfill its mission to enhance recycling.
To sustain NRC, the Board considered partnering with other organizations as a reasonable approach to successfully fulfilling our mission. Other options considered included downsizing or total dissolution.
The Board decided that a formal relationship with another organization was in the best interests of the membership and the mission of the NRC. The Board identified core parameters as the basis for partnering with another organization, and entered into discussions with a number of parties. These discussions were confidential, as they were exploratory only. The Board identified opportunities with two organizations, KAB and ISRI (Institute for Scrap Recycling Industries), and decided that pursuing a relationship with KAB was the best alternative. Over the past six months, KAB had previously approached NRC about developing a formal relationship or other partnering options. These prior discussions with KAB assisted the Board in deciding to pursue a formal relationship.
In the end, the vote of the Board reflected what was in the best interests of the organization. Shutdown was and is the least attractive option. Instead, the Board voted to partner with Keep America Beautiful. KAB offered a strong tradition of educating and mobilizing citizens and their communities, and its proposal made a commitment to the future of NRC, our affiliated States and Councils, our individual members, and our mission to enhance recycling.
That same decision is now in the hands of our voting members. We trust that, given the understanding of the options, the members will reach the same conclusion and vote for the combination of NRC with KAB.
Question: Why didn’t the Board consult with the membership earlier?
Answer: As the elected representatives of the membership, the Board proceeded appropriately by first investigating the various options available, and then presenting the best option to the membership. Initial, exploratory discussions with other organizations had to be conducted confidentially, to respect the parties’ interests. From the beginning, it has been understood that any substantive changes to NRC’s future, and/or any changes to the NRC by-laws or corporate structure, would require feedback and consent of the membership through voting.
Answer: Over the past 10 months, the Board has strategically assessed NRC’s future, recognizing that NRC needs to first survive in order to fulfill its mission to enhance recycling.
To sustain NRC, the Board considered partnering with other organizations as a reasonable approach to successfully fulfilling our mission. Other options considered included downsizing or total dissolution.
The Board decided that a formal relationship with another organization was in the best interests of the membership and the mission of the NRC. The Board identified core parameters as the basis for partnering with another organization, and entered into discussions with a number of parties. These discussions were confidential, as they were exploratory only. The Board identified opportunities with two organizations, KAB and ISRI (Institute for Scrap Recycling Industries), and decided that pursuing a relationship with KAB was the best alternative. Over the past six months, KAB had previously approached NRC about developing a formal relationship or other partnering options. These prior discussions with KAB assisted the Board in deciding to pursue a formal relationship.
In the end, the vote of the Board reflected what was in the best interests of the organization. Shutdown was and is the least attractive option. Instead, the Board voted to partner with Keep America Beautiful. KAB offered a strong tradition of educating and mobilizing citizens and their communities, and its proposal made a commitment to the future of NRC, our affiliated States and Councils, our individual members, and our mission to enhance recycling.
That same decision is now in the hands of our voting members. We trust that, given the understanding of the options, the members will reach the same conclusion and vote for the combination of NRC with KAB.
Question: Why didn’t the Board consult with the membership earlier?
Answer: As the elected representatives of the membership, the Board proceeded appropriately by first investigating the various options available, and then presenting the best option to the membership. Initial, exploratory discussions with other organizations had to be conducted confidentially, to respect the parties’ interests. From the beginning, it has been understood that any substantive changes to NRC’s future, and/or any changes to the NRC by-laws or corporate structure, would require feedback and consent of the membership through voting.
Monday, June 15, 2009
NRC Membership Vote
Question: Why is NRC holding a member vote?
Answer: The proposed combination of NRC with KAB is technically a change to the by-laws of NRC and its corporate charter governed by New York state law. The voters must approve the combination or the two organizations cannot proceed.
Question: What is the timeline?
Answer: The Board plans to have a proposal ready for the members’ review by mid-June, with review and feedback taking place over the following weeks. A members’ vote on the proposal would be scheduled soon after the review period had ended.
Question: Do the RO’s have a block vote in addition to their individual members’ votes?
Answer: No, NRC sought legal counsel on voting methodology to ensure that we were not violating either by-laws or governing state law in how an election would be held. Counsel concluded that, although the by-laws allow for block voting if established under separate agreement, the only separate agreement that exists, the Affiliation Agreement, limits the Block vote to Board elections.
Question: What is the vote requirement for allowing the combination to go forward?
Answer: The voting requirement is 2/3 of the member votes cast, with a quorum of 100 voters. NRC hopes for and will provide opportunity for all of its approximately 5,000 members to vote to ensure that we can appropriately state that the membership has spoken on the issue.
Question: What happens if the members reject the proposal?
Answer: NRC and KAB would not be legally able to continue. NRC would likely cease operations and enter into bankruptcy for purposes of dissolution. While state ROs would continue to operate as they always have, we believe that the loss of a national organizing body, and a national voice for these efforts, would be a great loss to both the "cause" of a recycling and the recycling industry.
Answer: The proposed combination of NRC with KAB is technically a change to the by-laws of NRC and its corporate charter governed by New York state law. The voters must approve the combination or the two organizations cannot proceed.
Question: What is the timeline?
Answer: The Board plans to have a proposal ready for the members’ review by mid-June, with review and feedback taking place over the following weeks. A members’ vote on the proposal would be scheduled soon after the review period had ended.
Question: Do the RO’s have a block vote in addition to their individual members’ votes?
Answer: No, NRC sought legal counsel on voting methodology to ensure that we were not violating either by-laws or governing state law in how an election would be held. Counsel concluded that, although the by-laws allow for block voting if established under separate agreement, the only separate agreement that exists, the Affiliation Agreement, limits the Block vote to Board elections.
Question: What is the vote requirement for allowing the combination to go forward?
Answer: The voting requirement is 2/3 of the member votes cast, with a quorum of 100 voters. NRC hopes for and will provide opportunity for all of its approximately 5,000 members to vote to ensure that we can appropriately state that the membership has spoken on the issue.
Question: What happens if the members reject the proposal?
Answer: NRC and KAB would not be legally able to continue. NRC would likely cease operations and enter into bankruptcy for purposes of dissolution. While state ROs would continue to operate as they always have, we believe that the loss of a national organizing body, and a national voice for these efforts, would be a great loss to both the "cause" of a recycling and the recycling industry.
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