CASA of Middlesex County, Inc.
CASA of New Jersey, Inc.
This AGREEMENT is hereby entered into by and between the Court Appointed Special Advocates of Middlesex County, Inc. (“CASA of Middlesex”) and the Court Appointed Special Advocates of New Jersey, Inc. (“CASA of NJ”), as of January 10, 2011.
Court Appointed Special Advocates work throughout the nation, the State of New Jersey, and the counties of New Jersey to advocate and voice in court the needs of xxxxxx children who are victims of abuse and neglect.
For these purposes, Court Appointed Special Advocates of Middlesex County, Inc. (“CASA
Middlesex”), a New Jersey not for profit corporation, conducts programs in Middlesex County. Court Appointed Special Advocates of New Jersey, Inc. (“CASA New Jersey”) is a not for profit corporation that shares the same mission and vision as CASA Middlesex and works with other CASA agencies throughout New Jersey;
CASA Middlesex’s core mission is implemented through the identification and training of volunteers, educating the community with respect to its mission and raising funds to support this work; CASA New Jersey seeks to maintain a high functioning and healthy CASA operation within Middlesex County. Both organizations agree that a restructuring of CASA Middlesex by means of a merger with CASA New Jersey will best serve our children and enable CASA Middlesex to more effectively fulfill its mission.
To promote these common goals, for benefit of the children of the county and state, we enter into this Agreement on the means to achieve such merger, and commit to a final binding agreement.
The purpose of this agreement is to set out the proposed merger of CASA of Middlesex with and into CASA of NJ.
C. STATEMENT OF MUTUAL BENEFITS
Both parties, the children in out of home placement, and the Family court of Middlesex County stand to benefit from the merger of CASA of Middlesex into CASA of NJ. Both parties agree that they are entering into this agreement voluntarily. CASA of Middlesex seeks to terminate its operation as a separate organization without terminating the services that it provides to the judiciary and to children in out-of-home placement; CASA of NJ has the infrastructure and financial capability to take on such services through the merged Middlesex operation, and already performs services and activities that complement CASA of Middlesex’s with little if any overlap. Accordingly, the parties agree as follows:
1. The parties agree that the effective date of the merger will be January 10, 2011 (the “Effective Date”).
2. As of the Effective Date, in accordance with N.J.S.A. 15A:10-1et.seq., CASA of Middlesex County will cease to exist and all CASA of Middlesex’s assets and liabilities, and all bequests, gifts, endowments and grants for the benefit of CASA of Middlesex, will belong CASA of NJ, to be used in a manner consistent with the respective donor’s intent, as specified in D.13 below.
3. CASA of Middlesex or such similar name will be established as a dba of CASA of New Jersey to maintain local identity. As of the Effective Date, the name of CASA of NJ will remain the same but utilize CASA of Middlesex County as a “doing business as” designation in Middlesex County.
4. Prior to the Effective Date, the CASA of Middlesex’s Board of Trustees shall continue to fulfill their legal and fiduciary obligations as trustees and officers; however, the parties agree that CASA of Middlesex shall not enter into any contracts or otherwise bind CASA of Middlesex without the prior approval of CASA of NJ.
5. Prior to the Effective Date, CASA of Middlesex County will continue to raise sufficient funds to continue its services.
6. Following the Effective Date, the CASA of Middlesex Board of Trustees shall cease to exist; however, the Middlesex VAC will be established, initially comprised of willing former Middlesex Board members, with the following roles and responsibilities:
b. Public relations
c. Recruitment of volunteers
d. Contacts with local public officials
e. Voice concerns and policy suggestions to CASA NJ
f. Develop, track and adjust goals and budgets for the program
g. Provide guidance to Middlesex Program Director
h. CASA of NJ will collaborate with the VAC in a process whereby the VAC will nominate a candidate for Program Director. The nomination will be subject to the approval of the Board of CASA of NJ, which shall reasonably determine the Director’s appointment, terms and continuation of office.
7. The Operating Procedures of the VAC are attached. (See Appendix A)
8. At the Effective Date, CASA of Middlesex’s current executive director will transition to the Vicinage Program Director (PD) position with same pay and benefits. Present responsibilities and duties of the position are as follows:
a. The PD shall be an employee of CASA of NJ and report to the Executive Director or their designee.
b. The PD shall play the lead role in hiring, firing and evaluating staff of Middlesex Vicinage in accordance with CASA NJ policies and guidelines.
c. The PD shall give a report to the VAC at all meetings unless excused and will be a non- voting member of the VAC
x. Xxxxx applications will be prepared by the PD with guidance from the VAC and assistance from CASA of NJ.
9. CASA of NJ and the Middlesex VAC shall use all reasonable efforts to maintain an office in Middlesex County for CASA operations in Middlesex County.
10. Prior to the Effective Date, CASA of Middlesex will provide the CASA of Middlesex County Budget to the CASA of NJ Board of Trustees to ensure continuity. CASA of Middlesex County shall use its best efforts to raise sufficient funds to continue the Designated Programs during FY2010 and FY 2011.
11. As of the Effective Date, CASA of NJ shall assume all responsibility for accounting, audits, bank accounts and accounts receivable/payable. For this purpose separate books, ledgers and bank accounts will be maintained from CASA of NJ prior to the Effective Date. At the Effective Date all bank accounts, grants, gifts and other funds in the name of CASA of Middlesex will be transferred to CASA of NJ and maintained in separate sub-accounts. CASA of NJ will provide the VAC with regular financial reports on programs in Middlesex County on a calendar quarterly basis.
12. The VAC will concentrate on raising unrestricted funds and will be governed by the Affiliation Agreement Appendix entitled “Funding Polices and Protocols” or any successor documents relating to funding polices or protocols.
13. CASA of Middlesex and CASA of NJ will use their best efforts to communicate the proposed merger with any potential or current funders, to increase the likelihood that the merger will be seen as a positive development by such funders. The parties note that by operation of law (and as
set forth in paragraph D.2. above), all assets, bequests, gifts and grants for the benefit of CASA of Middlesex will “automatically” become CASA of NJ’s as of the Effective Date; however, the parties agree that such bequests, gifts, and grants will be used for the operation of the Middlesex program, to the extent reasonably feasible, however no such funds from Middlesex will be diverted to another CASA county affiliate.
14. CASA of Middlesex shall convey all such documents and records to CASA of NJ on or before the Effective Date.
15. CASA of Middlesex’s counsel for the merger shall be Xxxxxxxxxx Xxxxxx. CASA of NJ’s counsel shall be Xxxxxxx Xxxx. Notwithstanding separate representation, the parties expect this to be a “friendly” transaction and will use their best efforts to cooperate with each other to effect this merger as efficiently as possible.
16. The parties agree that transaction costs, if any, of the merger are to be shared equally by CASA of NJ and CASA of Middlesex.
17. The parties agree that the merger will be formally announced by TBD on TBD at the (or via) TBD. The parties agree to work together on a joint press release, to be issued no later than TBD.
18. It is the intent of the parties that this Agreement govern the ongoing administration of the Middlesex Vicinage by CASA of NJ after the Effective Date, subject to financial, regulatory and other changes to the operating environment for the services provided.
19. The parties may execute this Agreement in counterparts.
Understood and agreed to as of the date set forth below by: Court Appointed Special Advocates of Middlesex County, Inc.
By: Xxxxxxxx Xxxxx, Board President
Court Appointed Special Advocates of New Jersey, Inc.
By: Xxxxxx Xxxxxx, Board President
1/28/2011 4:06 PM