NATIONAL MULTIPLE SCLEROSIS SOCIETY, UPSTATE NEW YORK CHAPTER
NOTICE OF ANNUAL MEETING OF MEMBERS
TO BE HELD ON THURSDAY, OCTOBER 16, 2014
You are invited to attend the Annual Meeting of Members (“Meeting”) of the National Multiple Sclerosis Society, Upstate New York Chapter (“Chapter”). The Meeting will be held at the Buffalo Marriott Niagara at 1340 Millersport Highway, Amherst, NY 14221 on October 16, 2014 at 6:00 p.m.
The purpose of the Meeting is for the Members to vote on a resolution passed by the Chapter’s Board of Trustees in its meeting held on June 19, 2014. The Trustees voted to recommend to the membership to dissolve the National Multiple Sclerosis Society, Upstate New York Chapter, Inc. (a New York Corporation) (“Separately Incorporated Entity”) and turn over assets prior to such dissolution, to the extent there are any, held by the Separately Incorporated Entity to the National Multiple Sclerosis Society (“Society”).
The following language is contained in the Board of Trustees’ Resolution dated June 19, 2014:
BE IT RESOLVED, that the Board approves recommending to members the dissolution, in accordance with the Plan of Dissolution, of the separately incorporated entity known as the National Multiple Sclerosis Society, Upstate New York Chapter, Inc. After required notice, if a majority of members vote in favor of dissolution in accordance with the Plan of Dissolution, the Board will follow the Plan of Dissolution and act in a timely fashion to formally dissolve the Separately Incorporated Entity by filing the required documentation with state authorities and by turning over all assets, to the extent there are any, in possession of the separately incorporated entity to the National Multiple Sclerosis Society. The Upstate New York Chapter will continue to serve individuals affected by multiple sclerosis in the state of New York.
Issue for Consideration
The purpose of the meeting is:
to vote on a proposal to dissolve and liquidate the Separately Incorporated Entity called the National Multiple Sclerosis Society, Upstate New York Chapter, Inc. Liquidation will occur by turning over all property and funds to the extent held by the Separately Incorporated Entity, to the Society.
If the proposal receives approval by a majority of the members present in person or by proxy, the officers of the Separately Incorporated Entity are authorized and directed to obtain the New York Attorney General’s consent to dissolution and file a certificate of dissolution with the New York State Department of Taxation and Finance and the New York State Department of State, execute documents to turn over property and funds to the extent held by the Separately Incorporated Entity to the Society and take such other actions as necessary or appropriate for carrying out such dissolution, liquidation and termination.
Members may complete, sign, date, and return the accompanying form of proxy for use at the Meeting if they are unable to attend personally. Proxies should be mailed to National Multiple Sclerosis Society Upstate New York Chapter, 1650 South Avenue, Suite 100, Rochester, NY 14620, or dropped off personally at such address.
DATED at Rochester, New York this 25 day of August 2014.
Click here for the printable proxy.