PLAN OF UNIFICATION
THIS PLAN OF UNIFICATION (hereinafter referred to as the “Plan”) is made this 5th day of September, 2013 between THE SHAKESPEARE OXFORD SOCIETY, INC., a New York non-profit corporation doing business as (D/B/A) Shakespeare Oxford Society (hereinafter sometimes referred to as “SOS”) and The Shakespeare Fellowship, Inc., a Massachusetts non-profit corporation D/B/A Shakespeare Fellowship (hereinafter sometimes referred to as “SF”). Each of SOS and SF may sometimes be referred to hereinafter individually as “Party” and together as “Parties”.
A. The SOS initially started as the EREVED Foundation, Inc. It was incorporated on January 18, 1957 in New York, by Charlton Ogburn, Jr., Francis T. Carmody, and William Mason Smith, who were the original trustees. The name was officially changed on May 19, 1959, to the Shakespeare Oxford Society, Inc. The SOS certificate of incorporation states that “The purposes for which the corporation is formed are to engage in, foster and promote scholarly research into the history and literature of England during the reign of Elizabeth I, with especial emphasis upon the facts and circumstances pertaining to the authorship of the works generally ascribed to William Shakespeare, and to disseminate the results of any such research to the fullest extent possible, and to perform all necessary, desirable and appropriate acts in furtherance of such purposes,…” The SOS has been publishing on a quarterly basis The Shakespeare Oxford Newsletter (“SON”) since 1965, and publishing an annual journal The Oxfordian (“TOX”), since 1998.
B. The SF was incorporated on December 11, 2001, as a non-profit corporation in Massachusetts. As stated in its articles of incorporation, its purpose is to “to promote and endow education and research on the Shakespeare authorship question, with special emphasis on . . . identifying Edward de Vere, 17th Earl of Oxford (1550-1604), as the true author of the Shakespeare canon” and “to establish and promote activities in pursuit” thereof. It has been publishing a quarterly newsletter, Shakespeare Matters, since 2001 and an annual journal, Brief Chronicles, since 2009.
C. The Parties desire to unify into a single organization to be called the “Shakespeare Oxford Fellowship” (hereinafter referred to as “SOF”). Both the SOS and SF Boards of Trustees (hereinafter referred to individually as a “BOT” and together as “BOTs”) have approved this name, and the response to the Notice of Intent that was distributed to the members of both organizations overwhelmingly approved both the unification and the new name. The reasons for such a unification are many. One overriding motivation is to save costs from duplication of efforts so that the unified organization can devote more resources to promote research and outreach. Additionally, since both Parties share the same Oxfordian goal, the existence of two organizations is confusing to potential recruits and wasteful of efforts. In a hostile Stratfordian world, since nothing divides the Parties, they would do better to stand together.
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, representations and warranties herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Plan. The Parties agree to unify as follows:
(a) Dissolution; D/B/A. By approving this Plan, the members of the SF agree to dissolve and file articles of dissolution in accordance with all applicable laws of the Commonwealth of Massachusetts and federal law. All SF members in good standing shall automatically become, and all SOS members in good standing shall continue as, members in good standing of The Shakespeare Oxford Fellowship as of the Effective Date (as such term is hereinafter defined) in the same membership category to which they are entitled at the Effective Date. The renewal date for all members of SOF shall be January 1 of the year following the Effective Date. Members will receive a renewal notice with membership options and corresponding dues. SOS shall retain its official corporate name of THE SHAKESPEARE OXFORD SOCIETY, INC. but shall file a “doing business as” (D/B/A) certificate and thereafter conduct business as the “Shakespeare Oxford Fellowship” (hereinafter sometimes referred to as “SOF”).
(b) Transfer of Net Assets. As part of its dissolution process, SF will satisfy or provide for the payment of all its debts and obligations and thereafter, as soon as reasonably practicable, transfer to SOF by appropriate transfer instruments all of its remaining assets, including, without limitation, cash, records, intangible assets, intellectual property, and all other assets used in connection with the operation of its business, free and clear of all liens or encumbrances of any kind. Before the dissolution of the SF is finalized under Massachusetts law, the SOS will purchase the name of “The Shakespeare Fellowship” from The Shakespeare Fellowship, Inc., for $1.00 (one dollar) for the purpose of registering that name as an additional assumed name of the Society in the State of New York, so that gifts, bequests, and devises intended for the SF will inure to the benefit of the SOS D/B/A the SOF. Under the Plan, SOF has no obligation to assume and does not assume any debt or liability of SF. SOF has the right to reject any SF asset for any reason, and any such rejected asset shall be disposed of by SF in accordance with law without expense to SOF. After the Plan has been signed by both Parties and until the Effective Date, each Party agrees with the other Party to conduct its operations in the ordinary course of business, consistent with past practices, and agrees to not increase the monetary amount of any debt or assume any additional material obligations without first obtaining the written consent of the other Party.
(c) Newsletter. SOF shall publish one newsletter, which shall be published quarterly. It shall retain the name of the current SOS newsletter, The Shakespeare Oxford Newsletter, but it shall state that it is published by the Shakespeare Oxford Fellowship. The newsletter shall retain its historical numbering sequence system. The SF newsletter Shakespeare Matters will cease operation and publication. The editor of the SOF newsletter shall be Mr. Alex McNeil, who shall be an “at will” volunteer. The Communications Committee may make suggestions with respect to editorial matters, but Mr. McNeil, or any successor editor, shall have final say on all editorial matters.
(d) Journals. SOF shall publish both of the scholarly journals currently published by the Parties which are The Oxfordian and Brief Chronicles. SOF will publish both The Oxfordian and Brief Chronicles once per year in hard copy and send them to members at the Regular and Family membership level and above (both U.S./Canada and International) at no additional cost to those members. (See paragraph 1(f) below for categories of Membership and required dues and rights regarding each category.) The Oxfordian will generally be published in the fall, and Brief Chronicles in the spring. The contents of both journals will also be made available online to SOF members. The SOF may, at its discretion, print additional copies of either or both journals for public sale at whatever price the SOF deems reasonable. The current editors of the two journals will remain as they are at present and shall be “at will” independent contractors. The budget for editors’ compensation will be the same for The Oxfordian as for Brief Chronicles. Future journal editors will be chosen by the SOF Board of Trustees and will also be “at will” independent contractors. The Communications Committee may make suggestions to the journal editors, but the editors shall have final say on all editorial matters.
(e) SOF Office. The mailing address of the SOF office will be the current mailing address of SF: P.O. Box 66083, Auburndale, MA 02466. The new SOF office will be managed by Mr. Alex McNeil, who will serve as a volunteer, as he is currently doing for SF. The contents of the current SOS office should be physically transferred to the new office no later than June 30, 2014. The SOF may set up a separate location for the sale of merchandise.
(f) Budget; Revenues. The Board of Trustees of SOF shall develop and approve an annual budget. SOF Board of Trustees shall use their best reasonable efforts to produce revenues that are sufficient to cover all SOF financial obligations. The annual membership dues will be:
• $65 for Regular Membership, U.S. & Canada (includes voting rights, quarterly newsletter, hard copies of annual The Oxfordian journal and Brief Chronicles journal);
• $85 for Family Membership, U.S. & Canada (voting rights for two people at same address, newsletter, and both journals);
• $50 for Basic Membership, U.S. & Canada (voting rights, hard copy newsletter);
• $30 for E-member (electronic copy of newsletter only);
• $80 for Regular International (includes voting rights, quarterly newsletter, hard copies of annual The Oxfordian journal and Brief Chronicles journal);
• $100 for Family International (voting rights for two people at same address, newsletter, and both journals);
• $65 for Basic International (voting rights, hard copy newsletter).
• Student memberships will be $30 for U.S. & Canada and $45 for International (voting rights and hard copy newsletter).
(g) Bylaws; Governance. Attached as Exhibit A to this Plan and by this reference made a part of the Plan is a set of bylaws for SOF (hereinafter referred to as the “New Bylaws”) that will become effective as of the Effective Date. The election process for members of the SOF Board of Trustees outlined in the New Bylaws will not apply until the elections scheduled to occur at the 2014 Annual General Meeting in 2014. During the period from the Effective Date until the 2014 Annual General Meeting, the SOF will have a Board of Trustees that is appointed by the current SOS and SF BOTs, and will provide for a Board of Trustees comprised of nine (9) members, five (5) of whom shall be selected by SOS and four (4) of whom shall be selected by SF. The initial SOS trustees shall be John Hamill, Joan Leon, Ramon Jimenez, Tom Rucker and Richard Joyrich. The initial SF trustees shall be Tom Regnier, Earl Showerman, Lynne Kositsky, and Michael Morse. The election process for SOF officers outlined in the New Bylaws will not apply until the elections scheduled to occur at the 2014 Annual General Meeting. During the period from the Effective Date until the 2014 Annual General Meeting, the SOF will have a slate of officers elected by the current SOS and SF BOTs, and the individuals named hereinafter shall serve in the capacities indicated with their elections effective as of the Effective Date: President: John Hamill; 1st Vice President: Tom Regnier; 2nd Vice President: Joan Leon; Treasurer: Michael Morse; and Secretary: Richard Joyrich. The Officers shall serve in their respective positions until the 2014 Annual Meeting. Three trustees shall be nominated for a term of one year, three for 2-year terms, and three for 3-year terms. The following trustees are appointed to one-year terms: Ramon Jimenez, John Hamill, and Earl Showerman. The following trustees are appointed to two-year terms: Richard Joyrich, Lynne Kositsky, and Tom Regnier. The following are appointed to three-year terms: Joan Leon, Tom Rucker, and Michael Morse. A vote in favor of the Plan shall also be deemed a vote in favor of the New Bylaws and a vote in favor of the nine (9) members of the new SOF Board of Trustees and a vote in favor of the slate of SOF officers, all identified above, for terms of the lengths specified above.
(h) Website. The current SF website, which SF is upgrading, shall be the official SOF website. Content from the current SOS website shall be made available on the SOF website in such a way as to be easily searchable by members and others interested in the Shakespeare Authorship Question. Current SOS and SF URLs shall be programmed to redirect to the SOF website. The current SOS Facebook page shall become the SOF Facebook page. SOF shall consider retaining a part-time, compensated webmaster, who will manage and coordinate the official SOF website, the SOF Facebook page, and any other social media that SOF may utilize.
(i) Approval; Effective Date. The Plan must be approved (hereinafter referred to as “Plan Approval”) by the members in good standing of each Party in the same manner that such Party’s current bylaws provide for the approval of an amendment to such Party’s bylaws. The “Effective Date” shall be that date, no later than April 30, 2014, that the Presidents of the Parties agree in writing that the following three acts have occurred: (1) Plan Approval, (2) SOS has filed the “doing business as” certificate referred to in paragraph 1(a) above and (3) SF has filed articles of dissolution as required under paragraph 1(a) above. The Presidents will then notify their respective Boards of Trustees and memberships of the Effective Date, and the Parties shall begin to implement the Plan.
2. Miscellaneous Provisions. The Parties also agree as to the following Plan provisions:
(a) Further Assurance. Each Party agrees that upon the request of the other Party it will, from time to time, execute and deliver to the other Party all such instruments and documents of further assurance or otherwise, and will do any and all such acts and things as may reasonably by required to carry out the obligations of such Party hereunder and to consummate the unification contemplated hereby.
(b) Amendment. No amendment to the Plan shall be effective unless the same shall be set forth in writing and approved by no less than two thirds (2/3) of the members of the Board of Trustees of each Party.
(c) Governing Law. The Plan and any other agreements between the Parties shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving effect to any choice of law or conflict of laws rules or provisions that would cause the application of the laws of any jurisdiction other than the State of New York.
(d) Counterparts. The Plan may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(e) Effect of Headings. The headings of the paragraphs and subparagraphs of the Plan are included for purposes of convenience and shall not affect the construction or interpretation of any of the provisions of the Plan.
(f) Drafting. The Parties agree that the Plan has been negotiated by both Parties, and neither shall be deemed to be the exclusive drafter of the Plan.
(g) Entire Plan. This Plan, together with Exhibit A and any other instruments the Parties agree to attach, (1) constitute the entire plan and understanding between the Parties with respect to the subject matter hereof, and all representations, warranties, statements and agreements upon which each Party has relied in connection with the execution and delivery of this Plan, Exhibit A and such other agreements, and (2) supersede all prior agreements and understandings, including without limitation, the Notice of Intent dated March 18, 2013, between the Parties relating to the subject matter hereof and thereof.
IN WITNESS WHEREOF, the Presidents of the Parties have duly executed the Plan on behalf of their respective organizations on the day and year first above written.
THE SHAKESPEARE OXFORD SOCIETY, INC.
By: John Hamill
John Hamill, President
THE SHAKESPEARE FELLOWSHIP, INC.
By: Tom Regnier
Tom Regnier, President