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Summary of Plan of Merger Between ARCSI & ISSA
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The International Sanitary Supply Association (ISSA) and ARCSI were formed to advance the quality of sanitation services, residential cleaning, and cleaning in general throughout the world by providing education, networking, information, leadership and other programs for its members. The Board of Directors of each, ISSA and ARCSI, deem it advisable and in their best respective interests to combine their programs, activities, functions, administrations, affairs and assets by merging ARCSI into ISSA (the "Merger"). The Directors of ARCSI have approved an Agreement and Plan of Merger between ARCSI and ISSA (the "Agreement"). The Merger must also be approved by the Members of ARCSI to be effective. The Members shall vote on the Merger at the Annual Meeting of the Members to be held on October 25, 2016, in Chicago, Illinois. This Summary provides an overview of the key provisions of the Agreement.

  • ARCSI will merge into ISSA, meaning the surviving organization will be ISSA. ISSA is an Illinois-based association.
  • ARCSI will cease to exist as a legal entity.
  • The Merger will be effective on January 1, 2017.
  • All ARCSI assets will become assets of ISSA.
  • ISSA will continue to operate an office in Columbus, Ohio, with the current ARCSI staff, who shall become ISSA employees. ISSA cannot relocate the Columbus, Ohio office without the consent of the Executive Director.
  • The Executive Director will be current ARCSI CEO, Ernest J. Hartong. The Executive Director will serve as such and represent ARCSI Member interests for at least one year following the Merger.
  • The current ISSA Bylaws will be the governing document for the surviving association.
  • ISSA will create a "residential" membership category within its existing structure for current ARCSI Professional Members.
  • All ARCSI Professional Members who are Members in good standing as of December 31, 2016 will have their membership automatically transferred to ISSA under the new residential category. Such transfer will occur no later than January 31, 2017.
  • ARCSI Industry Partner memberships (non-cleaning companies) will be transferred to the appropriate existing ISSA membership category.
  • New ISSA residential members will be entitled to all benefits and programs currently offered to all other ISSA members.
  • Those members of the current ARCSI Board of Directors and those elected to serve on the Board in 2017, will become the ISSA Residential Cleaning Council for 2017. There will be no Board of ARCSI following the Merger.
  • ISSA will utilize the Residential Cleaning Council in the development and implementation of future programs and actions that impact the residential cleaning industry.
  • ARCSI Members will retain the right to discontinue their membership at any time.
  • Renewals of memberships will be as provided by ISSA's rules and regulations, with annual dues amounts to be determined by ISSA, but will be consistent with current ARCSI dues and other ISSA membership categories.
  • The Agreement may be terminated under certain circumstances. ISSA and ARCSI can mutually elect to terminate the Agreement. The Agreement will also terminate is the Merger doesn't actually occur by January 31, 2017.
  • Finally, the Agreement will terminate if the Members of either ISSA or ARCSI do not approve the Agreement or if there is otherwise a breach of the Agreement.
  • Certain funds will be held in a separate account for the benefit of ISSA residential cleaning Members.
  • The operational details and final merger agreement will be completed no later than December 31, 2016 and the current ARCSI CEO is authorized to sign the Agreement on the behalf of the ARCSI and complete the merger if approved by the Members at the 2016 Annual meeting.

The Board has authorized the CEO to negotiate additional provisions for the Agreement. If there is any material change to the Agreement, ARCSI will provide notice of such change to all Members. The entire final Agreement will be available to the Members to review at ARCSI's annual meeting.

 

Please contact the ARCSI office at 614-547-0887 with any questions.

 

 

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