PLAN OF CONSOLIDATION OF

COMANCHE TRAIL COUNCIL, INC., BOY SCOUTS OF AMERICA

 - and -

CHISHOLM TRAIL COUNCIL, INC., BOY SCOUTS OF AMERICA

 - into -

TEXAS TRAILS COUNCIL, INC., BOY SCOUTS OF AMERICA

 
ARTICLE I
 
 NAMES OF CONSITUTENT CORPORATIONS
 
1.1  The names of the constituent corporations are Comanche Trail Council. Inc., Boy Scouts of America, and Chisholm Trail Council. Inc., Boy Scouts of America, hereinafter called, respectively, "Comanche Trail Council" and "Chisholm Trail Council."
 
1.2  The New corporation will be Texas Trails Council upon the effective date of the consolidation, the new name to be approved by the executive boards of both Comanche Trail Council and Chisholm Trail Council.
 
ARTICLE II
 
MEMBERS OF CONSTITUENT CORPORATIONS
 
As to each constituent corporation, the members, including their classification and voting rights, are as follows:
 
    TEXAS TRAILS COUNCIL
 
 
Classification                                                                    Voting Rights
 
1. Active members                                                           One vote per member
2. Associate members                                                      None
3. Sustaining members                                                      None
4. Honorary members                                                       None
 
ARTICLE III

TERMS AND CONDITIONS OF PROPOSED CONSOLIDATION

3.1.    The Comanche Trail Council and Chisholm Trail Council have agreed that service to youth will be promoted and administrative efficiencies will be effected by the formation of a new Scouting council that consists of a consolidation of the two councils. Therefore, the Comanche Trail Council will consolidate with the Chisholm Trail Council and the name of the new corporation, Texas Trails Council, Boy Scouts of America, be approved by both councils, as aforesaid. Each council shall provide the new corporation with a list of, and all title documents to all of its property, real and personal, tangible and intangible, and every other asset, including trust funds and those rights that it enjoys as beneficiary of a trust or similar arrangement, and all of its records, all of which property, assets, rights, and records shall inure to the benefit of the new corporation.

3.2   The new corporation will adopt new Bylaws which are substantially the same as the Standard Local Council Bylaws recommended by the National Council, Boy Scouts of America. Under such newly adopted Bylaws, the membership of the constituent corporations shall retain substantially the same qualifications, responsibilities, privileges and voting rights as provided by their respective current Bylaws.

3.3   Council Classification
The new council will be classified as a Class 700 council in the Boy Scouts of America, which provides: (a) greater council stability. (b) increased council and district program support. (c) stronger fundraising program (operation, capital and endowment), (d) opportunity to attract quality staff in a competitive market, and ( e) improved services to communities. schools and churches to increase youth market share with added value programs.

3.4    Properties (Camps and Service Centers)
The new council will continue to operate Camp Billy Gibbons and Camp Tonkawa as summer camp programs and maintain Service Centers in Abilene and Brownwood. Future satellite Scout shops may be developed based on funding support and growth.

3.5   Staff
The new council staff recommendation based on financial support include: 1 Scout Executive to reside in Abilene area, 1 District Director reside in Brownwood, 1 youth Service Executive in Stephenville, 1 youth Service Executive in Lampasas in Future, 2-3 youth Service Executives in Abilene area and 5 Support Staff (clerical and camp ranger) All current full time employees of both former councils will continue employment based on effective performance with no salary reduction. It is understood that the new council will select a new Scout Executive. The existing Scout Executive of the Comanche Trail Council will be one of the candidates. Should he not be selected as Scout Executive he will be retained as Assistant Scout Executive at current pay level for up to one year while BSA assists to locate other employment opportunities. Employee benefits to all staff will be fair and equitable based on BSA guidelines and budget consideration.

3.6   Capital Improvements (Camps and Council Service Center)
The new council will initiate an immediate Strategic Planning Process to determine capital improvements necessary and recommend funding programs to meet objectives.
        3.6a   A new Cub World. is recommended to be constructed on new 115-acre site recently acquired by Chisholm Trail Council.
        3.6b   Complete the renovation of Tonkawa Conference Center
        3.6c   Determine short range and long range capital needs at Billy Gibbons.
        3.6d   Obtain necessary, office equipment, update computers, modernized phone service and consider renovations at Brownwood and Abilene offices to ensure effective service too all communities.

3.7   Transition
A Transition Team of six (6) volunteers from each former council will be appointed by board action to implement an effective transition to a new council to ensure a good start. Two (2) alternates shall be selected by each council.
         3.7a  Responsibilities include; nominating committees for slate of candidate to be officers, Member-at-large, Executive Board member and Division Board, serve as selection committee to select new Scout Executive. Conduct organization meeting to adopt articles of incorporation and Bylaws, make formal application for a council, conduct contest to name new council and fulfill all legal requirements state of Texas.

3.8   Heritage and Traditions
The new council will continue the traditions and heritage of each former council that have been important and successful in delivering a quality Scouting program.  
       3.8a  The following programs are recommended:
                1. Timber Tag training.
                2. BSA New leader essentials and specific training.
                3. Merit badge seminars with shared faculty.
                4. Shared camp equipment and summer camp staff
                5. Junior Leader Training program.
                6. Webelos Woods.
                7. Council-wide camporee.
                8. Expanded High Adventure opportunities.
                9. Venturing and Exploring activities to support membership.

3.9     Local Autonomy and Identity - "Decentralization"
The new council will implement effective District Operation which include District Committees with top community leaders and Scouters to support local units. The current districts in each council will be retained with potential boundary changes to be more affective.

3.10   Executive Board and Structure
The new council Governing Board will organize based on BSA constitution and Bylaws. The Officers and Executive Board will include top business, community and civic leaders with equal representation from each former council
           3.10a  The new council structure recommendation is two division boards, Chisholm Trail 
           Division and Comanche Trail Division until appropriate time as determined by the 
           governing board. Responsibilities may include United Way relations, fundraising, 
           activities, membership, training and commissioner service.
           3.10b  District Operations will be enhanced and supported by each Division board.

3.11   Order of the Arrow
The two lodges of the former councils will be permitted to continue to operate until such time as the youth determine to form a new lodge.

3.12   Lease
The lease agreement with the City of Brownwood will be renegotiated to continue the present Service Center location.

3 .13  Youth Market Share
Implement aggressive marketing plan to insure youth served in each county. Provide opportunities for immediate access and participation in council related activities.

3.14   Fundraising
 Implement total BSA fundraising plan to grow and support Scouting program.

ARTICLE IV

MISCELLANEOUS PROVISIONS

4.1      Effective Date. This plan shall be submitted to the respective members of the constituent corporations for its adoption by their respective votes, following which articles of consolidation shall be filed with the Texas secretary of state, all as required under Texas statute. The consolidation shall become effective upon the approval of the articles of consolidation by the secretary of state. Each corporation shall conduct its own affairs until the consolidation becomes effective.

4.2      Effect of Consolidation. When the articles of consolidation have been approved by the secretary of state, as provided for under Texas statute, separate existence of Comanche Trail Council and Chisholm Trail Council shall cease and said corporations shall be consolidated in accordance with the provisions of this plan.

The new name shall be Texas Trails Council. Inc,. Boy Scouts of America (with the name to be completed and approved by both councils as aforesaid), shall come into existence, and shall, without other transfer, succeed to the ownership and possession of all the rights, privileges, immunities, and powers of each of the constituent corporations. All the property and assets, real and personal, tangible and intangible, including trust funds and all rights that it enjoys as a beneficiary of a trust or similar arrangement, all causes of action, and every other asset of each of the constituent corporations shall vest in such new corporation without further act or deed; provided, however, that the new corporation shall assume and be liable for all the liabilities, obligations and penalties of each of the constituent corporations. Notwithstanding the foregoing, if any act is required or would be helpful by a constituent corporation in order to transfer any such property, assets, or rights, each such constituent corporation will perform any and all such acts. No liability or obligation due or to become due, claim or demand for any cause existing against either corporation or any member, officer, or director thereof, shall be released or impaired by such consolidation. No action or proceeding, civil or criminal, then pending by or against either constituent corporation or any member, officer, or director thereof, shall abate or be discontinued by such consolidation, but may be enforced, prosecuted, settled, or compromised as if such consolidation had not occurred, or the new corporation may be substituted in such action in place of either constituent corporation.

4.3     Membership Privileges. Following the consolidation, the new corporation will extend to all members of all classes, all Scouts and all Scouters of Comanche Trail Council and Chisholm Trail Council all privileges, rights, and responsibilities accorded to them prior to the consolidation.

4.4    Expenses of Consolidation. The new corporation shall pay all expenses of carrying this plan into effect and of accomplishing the consolidation.

4.5    Counterparts. For the convenience of the parties and to facilitate approval of this plan, two (2) counterparts thereof may be executed, and each such executed counterpart shall be deemed to be an original instrument.

4.6    Representation. Each council represents to the other that such council is in good standing as a corporation with the state of Texas and with the Boy Scouts of America, that to the best of its knowledge and belief, the financial reports provided by each council in connection with the consolidation accurately reflect the financial condition of the council and there are no material suits or claims outstanding which are not reflected in such reports.

 ARTICLE V

 
ADOPTION OF PLAN OF CONSOLIDATION
 
The foregoing plan has been duly approved and adopted by the Board of Directors of Comanche Trail Council on September 19,2002, and by the Board of Directors of Chisholm Trail Council on September 26, 2002
 
COMANCHE TRAIL COUNCIL, INC. 
              Brownwood, TX
 
BOY SCOUTS OF AMERICA

 
September 19, 2002  (Date)

By  Pat Leatherwood
          (President)
 

CHISHOLM TRAIL COUNCIL, INC.
               Abilene, TX

BOY SCOUTS OF AMERICA
 

September 26, 2002 (Date)

By  Judge Lee Hamilton
            (President)



Return to Chisholm Trail Council
Return to Comanche Trail Council
Retun to Home Page