ANN ARBOR VELO CLUB, INC. PLAN OF MERGER This Plan of Merger is agreed to between Ann Arbor Velo Club, Inc., a Michigan non-profit corporation, and Ann Arbor Velo Club, an unincorporated association. The parties agree as follows: 1. Identities of the parties: a. Ann Arbor Velo Club, Inc., a Michigan non-profit corporation, (“The Corporation”), is organized on a membership basis, is registered with the State of Michigan as identification number 71398D, and its Internal Revenue Service EIN is 46-3523705. b. Ann Arbor Velo Club is an unincorporated association of members, (“The Club”), has been in existence as such for 30 years or more, and its EIN is 34-2501153. 2. The intent of the merger is to reorganize The Club as a non-profit corporation. This shall not constitute dissolution of The Club as set forth in its By-Laws. Its mission and purpose shall continue in the form of The Corporation. 3. The Club shall merge with and into The Corporation. 4. Each membership in The Club shall be converted into a membership in The Corporation. Each membership in The Corporation shall remain a membership in The Corporation. Memberships that have not been renewed for calendar year 2014 prior to the effective date of the merger must be renewed by March 31, 2014, to remain in good standing. 5. The Articles of Incorporation of The Corporation, as in effect immediately prior to the effective date of the merger, shall remain the Articles of Incorporation of The Corporation. 6. The By-Laws of The Corporation, as in effect immediately prior to the effective date of the merger, shall remain the By-Laws of The Corporation. 7. The President of The Club shall become the President of The Corporation, whose term of office shall expire December 31, 2014, unless reelected in accordance with the By-Laws of The Corporation. 8. The Executive Vice President of The Club shall become the Executive Vice President of The Corporation, whose term of office shall expire December 31, 2014, unless reelected in accordance with the By-Laws of The Corporation. 9. The Vice President for Membership of The Club shall become the Secretary of The Corporation, whose term of office shall expire December 31, 2014, unless reelected in accordance with the By-Laws of The Corporation.
10. The Treasurer of The Club shall become the Treasurer of The Corporation, whose term of office shall expire December 31, 2014, unless reelected in accordance with the ByLaws of The Corporation. 11. The Vice President for Sponsorship and Publicity of The Corporation shall remain Vice President for Sponsorship and Publicity of The Corporation, whose term of office shall expire December 31, 2014, unless reelected in accordance with the By-Laws of The Corporation. 12. Upon consummation of the merger, The Corporation shall succeed, without other transfer, to all the rights and property of The Club, and shall be subject to all the debts, liabilities, and obligations of The Club in the same manner as if incurred by The Corporation. The Corporation shall succeed to all goodwill of The Club, and may use the name of The Club as an assumed name of The Corporation. 13. All rights of creditors and all liens and trusts upon or arising from the property of The Corporation and The Club shall be preserved unimpaired, provided that the liens and trust obligations upon property of The Club shall be limited to the property affected thereby immediately prior to the effective time of the merger. 14. The merger shall be effective upon the approval of the Plan of Merger by a resolution of the Board of Directors of The Corporation, in accordance with its By-Laws, and by the approval of the Plan of Merger by the members of The Club, in accordance with its By-Laws. Should the members of The Club not approve the merger, this Plan of Merger shall be null and void. Agreed to on the ___th of January 2014, by: ANN ARBOR VELO CLUB, INC.
ANN ARBOR VELO CLUB
______________________________ David Palan, President
______________________________ David Palan, President
______________________________ Dan Hoffman, Secretary
______________________________ Dan Hoffman, Vice President
