Registration Link:
NASCOE All-Member Secretary of State Merger Teams Event
Forms & Downloads:
- Plan of Merger Memo
- Signed Plan of Merger
- Certificate of Merger
- Proxy Vote Delegation Form
For those who are unable to attend the all-member meeting on October 12, 2023, at 7:00 PM central time, we have attached a proxy vote for the member to complete that enables a member attending the meeting to cast a vote on their behalf. All signed proxy documents need to be completed, signed, and emailed to Taylor Stucki, NASCOE Secretary, at taylor.stucki@nascoe.org and to the member who will be casting the proxy vote.
Background:
NASCOE is officially structured as a non-profit corporation. In order to properly conduct business, all corporations need to be registered with the Department of State (DOS) in their state of incorporation. Corporations also need to file as “foreign” entities in any additional state they do business. In recent years, there was confusion in the differences between these two filings. While NASCOE Secretaries were filing as “foreign” entities in their state, there was a gap when we were unaware of the need for the original DOS state filings. This was compounded by questions regarding when and where NASCOE was officially incorporated, as previous officers had filed new incorporation paperwork in several states at various times in NASCOE’s history. Recognizing the legal complexity and the need to ensure NASCOE meets all its filing requirements, the Executive Committee hired Patrick Knecht, an attorney with Boyce Law in South Dakota, to assist in correcting any deficiencies. Pat worked with NASCOE as well as attorneys in our current state of incorporation, New York, and the Executive Committee is happy to report that NASCOE is currently in compliance with all required filings. Ensuring the correct filing for a national association our size is challenging, particularly with our structure involving officer changes every several years. Additionally, during this process it was determined that New York’s rules for corporations are more restrictive and difficult to navigate than many other state’s rules. To ensure continued compliance, the Executive Committee is retaining Boyce Law to update and maintain these filings as required. Based on his counsel and recent experience, it is the Executive Committee’s position that moving NASCOE’s incorporation to South Dakota will make it easier to maintain compliance. Some states allow for a simple transfer of incorporation; however, New York is not one of them. To satisfy New York law, a new, separate holding corporation must be created in South Dakota and then members may vote to merge NASCOE into the South Dakota corporation, effectively moving NASCOE from New York to South Dakota. Once complete, NASCOE will have the same name and structure we do now.