Categories
Articles

AAMA REINCORPORATION

AAMA REINCORPORATION                                                 Return to Home Page 

Your approval is needed to reincorporate AAMA in state of Illinois

ACTION REQUIRED:

  • Please review this document carefully regarding a critical AAMA governance issue.

  • To signify your approval: sign the Reincorporation Document and return it to AAMA by February 28, 2005.

Due to changes in state laws over the years, Illinois (where AAMA is located) now has a more favorable operating climate for associations than Massachusetts where we were originally incorporated.  As a result, your AAMA Board of Directors, with the advice of legal counsel, requests your approval to reincorporate in the State of Illinois. 

Advantages of Illinois Reincorporation

  • Illinois provides important liability protection for its volunteer leaders; this is not currently provided in Massachusetts.

  • AAMA will be able to use electronic communication and voting (most states, including Massachusetts, don’t allow electronic voting).

  • In general, AAMA will be governed by a modern, well written, and flexible statute specifically geared to not-for-profit corporations.

  • The AAMA Research and Educational Foundation is currently incorporated in Illinois.This would allow us to operate under the same statutes for both organizations.

  • AAMA currently is incorporated in the State of Massachusetts and, as such, is required to make corporate filings every year in Massachusetts.AAMA otherwise has no ties to that state.

  • Because AAMA headquarters is in Illinois, we are also required to make annual corporate filings in Illinois.By becoming an Illinois corporation, AAMA will reduce the number of corporate filings that are required annually

Requirements for Illinois Reincorporation

Reincorporation is accomplished by “merging” our existing Massachusetts corporation and a new Illinois corporation formed for this specific purpose.  The process of “reincorporation” (by merger) is seamless.  Members do not have to do anything to “transfer” their membership, and it does not impact any existing AAMA business relationships.  “Reincorporation by merger” requires the written consent of two-thirds ( 2/3) of AAMA’s eligible voting members.  Upon passage, AAMA immediately can begin to do business under Illinois’ very favorable not-for-profit laws.

Under the terms of an Agreement and Plan of Merger between AAMA and the new Illinois corporation, AAMA’s current structure will remain in place; all current AAMA directors, officers and committee members will remain in their positions.  The merger will not affect the current AAMA structure with regard to our Regions, Chapters, Specialty Groups or Colleges. Your AAMA membership will not be affected in any way.  The current AAMA bylaws will be replaced by the bylaws of the new Illinois corporation which are substantially similar to the existing bylaws, while taking into account the clearer, more modern and more flexible provisions of Illinois’ not-for-profit law.  A copy of the Agreement and Plan of Merger, as well as the new bylaws are available for your review.

Your vote is urgently needed to accomplish this important goal.  Your Board of Directors urges you to approve the merger of AAMA into the new Illinois corporation in order to reduce costs and annual reporting burdens and to take advantage of the benefits of Illinois law. 

Only the votes of those members in good standing as of the close of business on February 28, 2005, will be entitled to have their votes counted.  If you have not submitted your dues on or before February 28, 2005, you will not be considered a member in good standing and your vote will not be counted.

Indicate your approval by printing out the Reincorporation Document and faxing or mailing it to AAMA by February 28, 2005. 

Return to Home Page