Post by Sharon Faulkner on Sept 30, 2007 21:38:42 GMT -5
This motion is listed on the Fall NSS Board of Governors Meeting Agenda (October 13, 2007).
17) National Speleological Conservancy
Clark Moves: The NSS will cause to be formed the "National Speleological Conservancy, a Nonprofit Corporation" with an initial board of directors consisting of Jay Clark, Doug Robertson, J. Kevin Smith, and Dave Taylor. The initial board of directors will be responsible for creating the initial articles of organization and by-laws of the organization.
Discussion: During discussions about the Blenz property donation at the Indiana convention, it was discovered that Jay Clark, Doug Robertson, Dave Taylor, and Kevin Smith had been independently thinking about a different and better way for the NSS to own property. Surprisingly, we had independently come to the identical conclusion. The concept of should the NSS own cave preserves has been discussed for some time now. Our conclusion was that there are very good reasons for the NSS to buy selected caves but should not own them outright. Similar to this discussion is the concept of should the NSS invest its own money, and the solution is a similar to the formation of the National Speleological Foundation. The NSS should form a separate and independent national organization that owns and manages cave preserves obtained by the NSS. The functionality of the activity would not be altered. The same requirements for reserve managers, management plans, etc, will be maintained. The fundamental difference would be that the NSS would not maintain title to the properties but would have a remote reversionary interest in the property.
The plan is to form a national cave conservancy, the National Speleological Conservancy, a Nonprofit Corporation. This will be a holding company managed by a national board similar to what the NSS Property Committee currently does and very quickly, Buford and others will be appointed to the board. Then a series of subsidiary corporations would be formed, one for each preserve. The current management committee would then be appointed to the board of each subsidiary. The NSS would then donate each preserve to the related subsidiary with restrictions on the property primarily that it be used and maintained as a nature preserve. This would prevent the sale or use of the property for any other purpose since failure to follow the gift covenants would have the property revert to the NSS. The NSS would also need to make a annual grant to the conservancy to cover operating costs. None of the monies associated with the preserve would transfer. The NSS preserves and Shelta funds would remain with the NSS and access to the money would be done through requests to the NSS BOG. The Conservancy would be strictly a management company.
The selection of the initial board is to ensure the conservancy is set up properly to carry out the wishes of the NSS. It consists of 4 people with expertise in law, not for profit, and tax issues. They are all Board level individuals with 3 being elected board members and the fourth is the president pro tem. Three are attorneys and one is a certified public accountant who specializes in not for profits.
The initial board would create the initial articles of organization and by-laws of the holding company and subsidiary corporations which would be reviewed by the NSS BOG prior to any transfer of properties to allow the BOG to ensure the structure is appropriate to the desires of the BOG and properly protect the interests of our members.
We would hope that this will become a model for other conservancies.
www.caves.org/nss-business/reports/Oct%2007/NSS%20BOG%20Agenda%2010-07.pdf
17) National Speleological Conservancy
Clark Moves: The NSS will cause to be formed the "National Speleological Conservancy, a Nonprofit Corporation" with an initial board of directors consisting of Jay Clark, Doug Robertson, J. Kevin Smith, and Dave Taylor. The initial board of directors will be responsible for creating the initial articles of organization and by-laws of the organization.
Discussion: During discussions about the Blenz property donation at the Indiana convention, it was discovered that Jay Clark, Doug Robertson, Dave Taylor, and Kevin Smith had been independently thinking about a different and better way for the NSS to own property. Surprisingly, we had independently come to the identical conclusion. The concept of should the NSS own cave preserves has been discussed for some time now. Our conclusion was that there are very good reasons for the NSS to buy selected caves but should not own them outright. Similar to this discussion is the concept of should the NSS invest its own money, and the solution is a similar to the formation of the National Speleological Foundation. The NSS should form a separate and independent national organization that owns and manages cave preserves obtained by the NSS. The functionality of the activity would not be altered. The same requirements for reserve managers, management plans, etc, will be maintained. The fundamental difference would be that the NSS would not maintain title to the properties but would have a remote reversionary interest in the property.
The plan is to form a national cave conservancy, the National Speleological Conservancy, a Nonprofit Corporation. This will be a holding company managed by a national board similar to what the NSS Property Committee currently does and very quickly, Buford and others will be appointed to the board. Then a series of subsidiary corporations would be formed, one for each preserve. The current management committee would then be appointed to the board of each subsidiary. The NSS would then donate each preserve to the related subsidiary with restrictions on the property primarily that it be used and maintained as a nature preserve. This would prevent the sale or use of the property for any other purpose since failure to follow the gift covenants would have the property revert to the NSS. The NSS would also need to make a annual grant to the conservancy to cover operating costs. None of the monies associated with the preserve would transfer. The NSS preserves and Shelta funds would remain with the NSS and access to the money would be done through requests to the NSS BOG. The Conservancy would be strictly a management company.
The selection of the initial board is to ensure the conservancy is set up properly to carry out the wishes of the NSS. It consists of 4 people with expertise in law, not for profit, and tax issues. They are all Board level individuals with 3 being elected board members and the fourth is the president pro tem. Three are attorneys and one is a certified public accountant who specializes in not for profits.
The initial board would create the initial articles of organization and by-laws of the holding company and subsidiary corporations which would be reviewed by the NSS BOG prior to any transfer of properties to allow the BOG to ensure the structure is appropriate to the desires of the BOG and properly protect the interests of our members.
We would hope that this will become a model for other conservancies.
www.caves.org/nss-business/reports/Oct%2007/NSS%20BOG%20Agenda%2010-07.pdf