GALENA-Two other major questions asked at last week's meeting: has the Dubuque Chamber ever had a similar arrangement, and could Galena or Dubuque break off the merger?
The answer to cancelling the merger: yes, it can be cancelled, but there's language in the memorandum of understanding that says Galena might have to pay Dubuque back.
"We actually have in the agreement a way for it to unwind," answered Eric Dregne, a Dubuque Chamber board member. "If both boards are not satisfied with what's happening, either board can initiate that process. They can vote to go back, and the Galena Chamber would retain its name."
According to the wording in the memorandum of understanding, "if a majority of the Advisory Board and a majority of the Dubuque Chamber's Board of Directors determine that the merger is not functioning to the best interest of the Galena members and/or the Dubuque members, that the Dubuque Chamber shall, subject to any terms and conditions established by the Dubuque Chamber's Board of Directors, release the name 'Galena Chamber of Commerce,' and all derivatives thereof, to a bona fide entity formed in Galena to reconstitute a Galena chamber of commerce."
The memorandum continues that, "The terms and conditions, if any, established by the Dubuque Chamber's Board of Directors may include, without limitation, an assessment of all liabilities, assets, including the value of the name and goodwill of the Galena Division of the Dubuque Chamber of Commerce, as well as the resources devoted by the Dubuque Chamber to the Galena Division."
The text of the memorandum, the ballot and the plan of merger were mailed to Chamber members Thursday, Feb. 24. To view copies of the plan of merger and the ballot, visit galenagazette.com and click on "File Gallery."
Was there ever a similar arrangement?
Pat McCarthy, with O'Connor Brooks, also serves as the Chamber's accountant. McCarthy said he'd heard of a similar arrangement between the Dubuque Chamber and East Dubuque, "that did not turn out so well for East Dubuque. I don't think they have any business presence in their community."
Dubuque Chamber of Commerce President and CEO Molly Grover explained that the Dubuque Chamber did have an Illinois division.
"That's what you're proposing here," replied McCarthy. "Galena's going to be an Illinois division."
"It's not the same," responded Dregne. Based on the arrangement he remembered, "East Dubuque did not have a chamber of commerce. There was nothing there. There was no official entity in East Dubuque. We reached out as a board, in East Dubuque, and said we would like to have East Dubuque representation on our board."
Dregne said that there was a member from East Dubuque, representing the East Dubuque division. "In that division, there was no office, there was no budget. It's really apples and oranges. It was really us reaching out to try to have a relationship there with that business community. Maybe you're talking about something long before that, I don't know."
"Quite often, in all honesty, business mergers, business acquisition, business partnerships, do not work out the way they're anticipated to work out," McCarthy said. "And everybody at this Chamber of commerce had better understand that when you make your vote."
The vote will be held Wednesday, May 16.
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