What if someone buys the BSA during bankruptcy?

[carebear3895]

9 hours ago, qwazse said:

With a motivated philanthropist, Trail Life USA could buy BSA. They seem to be expanding, but not rapidly enough to justify such a move for the assets they may gain. And they’d still gain the liability of the legal actions.

 

Trail Life has the illusion of stability. They don't even have 10% of the youth protection standards BSA does. God forbid something happens to a youth, they are done for. 

 

I have to give it to them though. They figured out the secret on how to recruit 11-17 year olds. 

[David CO]

1 hour ago, ParkMan said:

In my mind, the most valuable parts of the BSA ot the GSUSA are:

• stop the loss of girls in Scouting to the BSA
• two million boys in the Scouting program
• efficiency in delivery of services

The least valuable part (to GSUSA) would be Boy's Life Magazine.  Boy's Life could be sold separately to a publisher, much in the same way as the National Geographic Society sold off their iconic magazine in 2015.  

 

[ParkMan]

6 hours ago, carebear3895 said:

Mergers talks have gone on for decades. Rumor was it we got really close in the late 2000s/early 2010's, but then came crashing down. Some field offices even housed both organizations in preparation. 

If GS/USA does ever buy the BSA, it would just be to liquidate it, not save it. Of course, they do have a new CEO now so anything is possible. The last one was VERY anti-BSA. 

Thank you - I didn't know that things ever progressed that far.  That's fascinating.

[SemperParatus]

Nobody would buy the BSA.  Its reputation has been destroyed.  The only buyer will be real estate developers.

[David CO]

39 minutes ago, SemperParatus said:

Nobody would buy the BSA.  

I disagree.  BSA could be sold/merged if a potential buyer would be allowed to completely replace the board/staff and institute necessary reforms.   Of course, this will never happen.  The board/staff will protect their positions at all costs, right to the very end.

 

[CynicalScouter]

The more I look at this, the more I question the legality of some outside entity "buying" Boy Scouts of America.

The corporate entity itself, as chartered by Congress, appears to be simply unsellable. Boy Scouts of America assets can be sold, (OTHER than those given to Boy Scouts of America by Congress 36 U.S. Code § 30905) and any real property it has can be sold under certain restrictions (36 U.S. Code § 30904(b)), but the charter would seem to make it impossible to authorize a sale of the corporation itself.

Moreover, any buyer would be prohibited by the charter itself from clearing out the board. Only the board itself can clear out the board or replace members of the board under 36 USC 30903 ("A vacancy on the board shall be filled by a majority vote of the remaining members of the board.")

 

Edited September 24, 2020 by CynicalScouter

[David CO]

1 hour ago, CynicalScouter said:

 

Moreover, any buyer would be prohibited by the charter itself from clearing out the board. Only the board itself can clear out the board or replace members of the board under 36 USC 30903 ("A vacancy on the board shall be filled by a majority vote of the remaining members of the board.")

 

I agree.  The board would have to vote to replace itself in whole (rather than one at a time).  As I said, they would never do it, even if it were necessary to save scouting.  It will never happen.

[ParkMan]

I have come to understand that it's improbable there is a legal path to an outright purchase of the BSA.  Yet, I do wonder if there is still the ability for the BSA to sell it's IP to another entity. 

A well organized effort that transferred the BSA IP (program materials, badges, etc.) to another entity and then told councils to simply recharter with them would work in theory.  

[CynicalScouter]

21 minutes ago, David CO said:

I agree.  The board would have to vote to replace itself in whole (rather than one at a time).  As I said, they would never do it, even if it were necessary to save scouting.  It will never happen.

Don't be too sure. US Gymnastics and its board mass resigned recently.

But the broader point is legal. The board, and the board alone, picks its successors. Your plan of some outside entity naming members of a new board is literally, legally impossible.

Edited September 24, 2020 by CynicalScouter

[CynicalScouter]

17 minutes ago, ParkMan said:

 Yet, I do wonder if there is still the ability for the BSA to sell it's IP to another entity.

The charter effectively prohibits it. Boy Scouts of America has "Exclusive rights" under 36 USC 30905 to

Quote

use emblems, badges, descriptive or designating marks, and words or phrases the corporation adopts.

That would likely make it an exclusive non-transferable right.

In order to get an IP transfer, you'd have to amend the "exclusive rights" statute. Good luck with that.

[TAHAWK]

"The purpose of the corporation shall be to promote, through organization, and cooperation with other agencies, the ability of boys to do things for themselves and others, to train them in Scoutcraft, and to teach them patriotism, courage, self-reliance, and kindred virtues, using the methods which are now in common use by Boy Scouts."

 

Does BSA have exclusive right to a girls program?  To a "Scouts'" program?

Does the Charter require anything? 

[CynicalScouter]

2 minutes ago, TAHAWK said:

Does BSA have exclusive right to a girls program?  To a "Scouts'" program?

Does the Charter require anything? 

They have rights to

Quote

use emblems, badges, descriptive or designating marks, and words or phrases the corporation adopts.

 

[ParkMan]

3 hours ago, CynicalScouter said:

The charter effectively prohibits it. Boy Scouts of America has "Exclusive rights" under 36 USC 30905 to

That would likely make it an exclusive non-transferable right.

In order to get an IP transfer, you'd have to amend the "exclusive rights" statute. Good luck with that.

I hope that's the case which would make it something that the courts could not force them to sell to cover their obligations.  So, even if the BSA runs out of funds, so what?  They cannot be forced to part with this IP.

I'm not sure that I follow that it then cannot be transferred if the BSA chooses.  But, I am hoping you are correct.  I would like this to be considered an asset with a $0 value.

2 hours ago, TAHAWK said:

Does BSA have exclusive right to a girls program?  To a "Scouts'" program?

The code doesn't state that the only IP the corporation develops is for the use in a program for boys.  It just says that the corporation has the exclusive rights to whatever it adopts.  So, if they invent stuff for the program for girls, it's still protected.

[walk in the woods]

When GM was in Chapter 11 a new corporation was formed to buy the functioning assets of the old GM, including the brands.  The old GM then took that money, sold off the dregs and went away in liquidation.  So why couldn't some monied interests buy the IP and leave the real estate and debts and liabilities behind with the old org? 

I'm not sure I'm buying the charter argument.  As pointed out above the purpose of the BSA, in the charter, is to serve boys.  If you click to the next page you'll see the charter of the Boys and Girls Club is to serve youth.  https://www.law.cornell.edu/uscode/text/36/31102. Clearly the authors of the law understood the difference between boys and youth.  Seems like if the BSA offers the charter as a defense it wouldn't take much lawyering to argue the BSA is in violation of the charter.

[ParkMan]

36 minutes ago, walk in the woods said:

When GM was in Chapter 11 a new corporation was formed to buy the functioning assets of the old GM, including the brands.  The old GM then took that money, sold off the dregs and went away in liquidation.  So why couldn't some monied interests buy the IP and leave the real estate and debts and liabilities behind with the old org? 

I'm not sure I'm buying the charter argument.  As pointed out above the purpose of the BSA, in the charter, is to serve boys.  If you click to the next page you'll see the charter of the Boys and Girls Club is to serve youth.  https://www.law.cornell.edu/uscode/text/36/31102. Clearly the authors of the law understood the difference between boys and youth.  Seems like if the BSA offers the charter as a defense it wouldn't take much lawyering to argue the BSA is in violation of the charter.

I hear you, but I think it would take more lawyering than a bankruptcy court judge is ready for.  I'm not even sure a bankruptcy court judge has the place to try and determine if it is operating legitimately as per it's congressional charter.  Other than extracting more assets from the BSA, why would they go down that path?

If a bankruptcy court judge forced a sale of the IP, then I think that the decision would quickly get appealed.  Years in the appellate courts before there is any real resolution.