Virgin Islands Conservation Society, Inc. (VICS, Inc.) was Incorporated, June 4, 1968. VICS’ By-laws were approved in June, 1988.
Over the past four decades, VICS, Inc. has operated primarily through its two chapters, St. Croix Environmental Association (SEA) and the Environmental Association of St. Thomas and St. John (EAST).
In addition to operating within the Virgin Islands, since 1990 VICS, Inc. has represented the USVI at the national level through its affiliation with the National Wildlife Federation (NWF). Affiliation with NWF represents a continuing important function of VICS as a conduit for information from the territory to the National arena and for technical assistance and resources from national sources to the USVI.
In 2009, with financial and technical assistance from NWF, the VICS, Inc. board began assessing the organization’s structure and effectiveness in fulfilling its six-point mission. During over the past five years, the VICS’ board reviewed Articles of Incorporation, By-Laws and policy guidelines of NWF and its state affiliate organizations, and held several meetings with attorneys and NWF staff.
In the course of this assessment, the board determined that VICS could be more effective in representing conservation and environmental interests in the USVI if a) it is reconstituted as a Limited Liability Company, and b) it evolves from an organization of two chapters to an organization constituted by multiple affiliate and associate members.
<VICS, Inc. Articles of Incorporation June 4, 1968>
<VICS, Inc. By-Laws, June 1988>
<VICS, Inc. IRS Letter>
The Limited Liability Company (LLC) has several advantages in the USVI over the corporation (Inc.), not least of which is the ability to have more than one type of Member. Also the uniform code adopted in the USVI makes it more suitable for governance of a non-profit organization that the corporation. According to the VICS, LLC Operating Agreement, VICS, LLC will have two types of members: Affiliates and Associates.
Affiliate Members must be incorporated or be limited liability companies. They may be for-profit or non-profit entities, but they may not be individuals or unincorporated associations. Affiliate Members shall each have one vote in all matters requiring the approval of the membership. The signatories to the VICS, LLC Operating Agreement will be the original Affiliate Members of the Society. Additional Affiliate Members may be admitted with the approval of a majority of the Affiliate Members; provided that at least Sixty Percent (60%) of the Affiliate Members of the Society at any time shall be non-profit organizations. Any Affiliate Member may be removed as a Member by the vote of a majority of the Affiliate Members (excluding the Member so removed). An Affiliate Member may dissociate itself at any time.
Associate Members may be any individual person or group, whether or not incorporated, who wishes to associate with VICS, LLC, as long as they subscribe the VICS’ mission and vision and pay VICS’ dues or fees. Associate Members shall not be entitled to vote on any matter requiring the approval of the membership. Associate Members may be admitted with the approval of the VICS’ Board subject to such conditions as the Board may determine from time to time. Any Associate Member may be removed as a member at any time, and for any reason, by the Board of Trustees. An Associate Member may dissociate itself at any time.
VICS’ 46-year corporate history and 501(c)(3) status will not be affected by the change from Inc. to LLC structure. On the date that originating Affiliate and Associate Members sign the VICS, LLC Operating Agreement, establishing the new company, the Presidents of VICS, Inc. and VICS, LLC will sign an Articles of Merger pursuant to V.I.C. Title 13 §§1904 et. seq. According to the Plan of Merger: at the effective date, VICS Inc. (the Old Company) shall be merged with and into VICS, LLC (Surviving Company), the separate existence of Old Company shall cease and Surviving Company shall continue as the surviving entity. VICS, LLC, the Surviving Company, shall thereupon and thereafter possess all the property, rights, privileges, immunities and franchises of VICS, Inc. and shall be liable for all the debts and liability of Old Company as if Surviving Company shall have incurred them.
<VICS, Inc. Operating Agreement>
<VICS, Inc. Articles of Merger>
<VICS, Inc. Plan of Merger>