BEAUX ARTS SOCIETY, INC. FORMED OUT OF BA/SBA MERGER

Splinter Group Forms - Society Of Beaux Arts, Inc.:Just months after Nat Hoffspiegel and Diane Gilroy executed the Certificate of Incorporation forming Beaux Arts, Inc. on May 3, 1960, they resigned and joined Vernon Ellsworth, Bruce McCamish and Burton K. Farber in forming a splinter group called Society of Beaux Arts, Inc., which was incorporated on December 28, 1960. These five individuals executed the Certificate of Incorporation and were designated to serve as the Directors of this new corporation until its first annual meeting. Society records indicate that these individuals left Beaux Arts, Inc. because of personality conflicts they had with other members. Although these individuals took many Society members with them, the Society of Beaux Arts, Inc. never claimed to be the original sponsor of the only authentic Beaux Arts Ball run in America and never sought to take over or give out a rival set of awards in the various "divisions of the arts". Instead, they resolved themselves to running "the most imaginative and exciting Beaux Arts Ball in New York City", among other goals.

The purposes of the Society of Beaux Arts, Inc. as stated in its Certificate of Incorporation included the identical purposes listed in the Certificate of Incorporation of Beaux Arts, Inc. but also added the following: "to promote the study and improvement of the arts; to act as a
non-profit fund raising membership organization interested in the cultural and artistic endeavors of our society; to sponsor annually the most imaginative and exciting Beaux Arts Ball in New York City, the proceeds of which will be distributed to recognized art charities and needy art students; and to encourage the publication and circulation of news and discussions relating to the arts".

For the next thirty-five years, Beaux Arts, Inc. and Society of Beaux Arts, Inc. remained in constant conflict, the former objecting that the Society of Beaux Arts, Inc. had no legal right to use the name "Beaux Arts Ball" since that was an institution of Beaux Arts, Inc. and the latter objecting every time Beaux Arts, Inc. referred to itself as the "Beaux Arts Society", claiming it was deliberately creating confusion that might lead the public to think that the activities of the "Beaux Arts Society" were in actuality the activities of the "Society of Beaux Arts". Many unsuccessful efforts were made over the years to resolve the conflicts which existed between the two organizations. While litigation was avoided since neither side wanted to expend the money necessary to pursue a lawsuit or to have its claims decided upon by someone without their direct input into the result; negotiations also failed since neither side was willing to compromise thus making peace between the two groups an elusive goal and re-unification, a virtual impossibility.

Beaux Arts, Inc. & Society Of Beaux Arts, Inc. - Re-Unification Achieved: Dr. Thomas Robert Stevens was elected President of Beaux Arts, Inc. by a unanimous vote of the membership at the Annual Meeting held on June 6, 1996 on the first floor of the American Association of University Women located at 111 East 37th Street in Manhattan. Dr. Stevens had been a member of the Beaux Arts Society since 1982; served as Junior Committee Chairman in 1994-95; and as a Board Member and Chairman of the Law Committee in 1995-96. When President Sophia Vardas fell on a marble floor of her church subsequently suffering a stroke and brain damage, a Nominating Committee chaired by the famous artist Eleanor Gay Lee, who lived in the National Arts Club, accepted the recommendation of the National Administrator, Dr. M. Vinson Hayes, that Dr. Stevens be nominated for the position of President. The Nominating Committee recommended his election by a unanimous vote and the membership followed suit.

In his capacity as Law Committee Chairman of Beaux Arts, Inc., Dr. Stevens had committed himself to finding a solution to the long-standing conflict with Society of Beaux Arts, Inc. and to convincing the leadership of Society of Beaux Arts, Inc. to merge their organization back into Beaux Arts, Inc. where he felt they belonged. This goal had remained elusive for 35 years, but Dr. Stevens was convinced that together the two groups could be a stronger force and that Society of Beaux Arts, Inc., if they were being honest, should be aware that it was Beaux Arts, Inc. that had the legal right to carry on the tradition of the Beaux Arts Ball and to refer to itself as the Beaux Arts Society.

After a number of difficult and lengthy negotiating sessions,
agreement was reached on all substantive issues. President Robert A. Hornak and Secretary Wojciech Klepadlo were the negotiators at all sessions on behalf of Society of Beaux Arts, Inc. while Dr. Thomas Robert Stevens represented the interests of Beaux Arts, Inc. at all these sessions. Despite the success at the negotiating table, the Board of Directors of the Society of Beaux Arts, Inc. still refused to submit the agreed upon Plan of Merger to a vote until after the Nominating Committee of Beaux Arts, Inc. announced that Dr. Stevens had been unanimously nominated for the position of President. It appears that the leadership of the Society of Beaux Arts, Inc. had more confidence that the terms of the Plan of Merger would be carried out under an administration headed by Dr. Stevens.

The Plan of Merger of Beaux Arts, Inc. and Society of Beaux Arts, Inc. into Beaux Arts, Inc. was adopted by a unanimous vote of the Board of Directors of Society of Beaux Arts, Inc. on May 7, 1996 and by the membership of Society of Beaux Arts, Inc. on June 11, 1996. The Plan of Merger was also adopted by a unanimous vote of the Board of Directors of Beaux Arts, Inc. on June 6, 1996 and by the membership of Beaux Arts, Inc. on August 1, 1996. The Plan of Merger contained two important paragraphs, the first which the Society of Beaux Arts, Inc. insisted be included and the second which Beaux Arts, Inc.
wanted included. The first paragraph stated the following: "Society of Beaux Arts, Inc. officially credits the diplomatic and negotiating skills of Dr. Thomas Robert Stevens, the current President of Beaux Arts, Inc., for creating the atmosphere and the foundation of trust necessary to have made this merger possible. Attempts to merge these two corporations have failed for over thirty-five (35) years. Dr. Stevens, a true statesman, was able to replace years of animosity with a spirit of brotherhood, virtually overnight. We applaud his efforts and sincerely thank him for the time he invested in his role as peacemaker and as an attorney willing to donate his legal services pro bono in order to prepare these merger documents". The second paragraph stated as follows: "Society of Beaux Arts, Inc. has agreed to merge into Beaux Arts, Inc. because it recognizes that Beaux Arts, Inc. is the legitimate heir to the Society of Beaux Arts Architects, which was established in 1893. Based upon its historical research, Society of Beaux Arts, Inc. also recognizes that Beaux Arts, Inc. was formed on May 3, 1960 by individuals who had the responsibility to continue to sponsor the only authentic Beaux Arts Ball run in these United States of America. Society of Beaux Arts, Inc. recognizes that Beaux Arts, Inc. hold all of the rights to run and license others to run Beaux Arts Balls, wherever they may be held".

The Plan of Merger also stated that Beaux Arts, Inc. would provide fifty (50) free Regular Memberships in Beaux Arts, Inc. during calendar year 1997 "to current members of Society of Beaux Arts, Inc. who have made the greatest commitment of time and energy to that corporation, the identities of whom shall be jointly agreed to by the Presidents of both constituent corporations". The remaining members of the Society of Beaux Arts, Inc. were guaranteed election to Beaux Arts, Inc. as Regular Members during calendar year 1997 so long as they paid the required membership dues.

On May 6, 1997, Bernard Toomin, Assistant Attorney General of the State of New York affixed his signature to a proposed Order indicating that Attorney General Dennis C. Vacco had "no objection to the granting of Judicial Approval" of the Merger and on May 13, 1997, Justice William P. McCooe of the Supreme Court of the State of New York, County of New York signed that Order authorizing the filing of the Certificate of Merger with the Secretary of State. The Certificate of Merger of Beaux Arts, Inc. and Society of Beaux Arts, Inc. into Beaux Arts, Inc. was filed with the Secretary of State on May 19, 1997. That Certificate of Merger, following the terms of the Plan of Merger, officially changed the name of the surviving corporation to Beaux Arts Society, Inc., which for the first time in the Society's history made the official corporate name of the Society the same as that by which it had always been known.

BEAUX ARTS SOCIETY FORMED OUT OF BA/SBA MERGER