Awesome guys. Between your and Scott's experience I think we can get this done quickly. We need to call have some good conversation and then call a vote. I would really like to get this decision made soon so we can start the process.
For the record I am +1 on a members corp that has 501(c) 3 status. On Jul 20, 2009, at 10:30 AM, Randy Walker wrote: > > My Mac User Group just got non-profit status. We (the board) sat down > one day and answered all the questions and worked on the bylaws for > several hours until we finished. It wasn't hard—just lots of stuff. > Our bylaws are on our website: http:// smug1.com/ > > -- > Randy Walker > > On Jul 20, 2009, at 11:19, Scott Merrill <[email protected]> wrote: > >> >> On Mon, Jul 20, 2009 at 12:24 AM, Blake Johnson<[email protected] >>> wrote: >>> Membership corporation >>> - creates a separate legal entity which is managed by a group of >>> "members" (no shareholders) >>> - members are not eligible to receive dividends >>> - membership changes need only be recorded in meeting minutes >>> - may apply for 501(c)3 status >>> - the ASF seems to have had little trouble obtaining this. >>> They filed >>> under the "scientific purposes" section of 501(c)3. See: >>> http://www.apache.org/foundation/records/ASF-1023.pdf >>> - taxed separately (must file its own tax return if revenue exceeds >>> $25,000 in a given year) >> >> I concur that this seems to be the best approach. >> >> We should also consider the IRS's understanding of "educational" when >> granting non-profit status. Habari does aim to educate users into >> developers, and to teach developers new techniques and methodologies. >> I don't think this, alone, would be sufficient for granting non- >> profit >> status, but it would be a good addition to our application. >> >>> 1) Agree upon a set of bylaws. I might again suggest that we look to >>> the ASF for guidance here. Check out their bylaws: >>> http://www.apache.org/foundation/bylaws.html >> >> Be advised that changing the bylaws once they've been ratified is a >> non-trivial action. We need to make sure we get these as right as >> possible up front. >> >> There are _lots_ of example bylaws available online. Many of them >> gloss over some things that are important to the IRS when applying >> for >> non-profit status. For example, the number one reason a Form 1023 >> application is rejected is because the bylaws do not specifically >> state how assets will be distributed should the corporation dissolve. >> >> We should formulate the bylaws with the intent of applying for >> non-profit status. >> >>> 2) Choose a state for formation. Since Habari does not have a >>> physical >>> office anywhere, we are free to file wherever we choose. Many >>> organizations with similar freedom choose Delaware because of its >>> Chancery court system which allows for efficient resolution of >>> business disputes (the Delaware state website claims that 50% of all >>> publicly traded companies are based in Delaware: http://corp.delaware.gov/ >>> ) >> >> I don't know that it matters to us, really. We don't have the >> collective resources to mount a legal defense, should someone bring >> suit against us. The corporation is primarily to transparently handle >> money for our current infrastructure, and to shepherd ownership of >> the >> code. Right? >> >> For what it's worth, since I've already successfully handled the >> filing for one non-profit corporation, I'd be willing to do it again >> for Habari. >> >>> 3) Pay a company to act as our registered agent. Just do a google >>> search for "Delaware corporation" and you'll see plenty of >>> choices. I >>> have no idea which ones are reputable. But, unless one of you own a >>> piece of property in Delaware that you want to declare as Habari's >>> office, we need to hire someone else that can take on this role for >>> us. It looks like the fees for this service are quite cheap... >>> >>> 4) The list continues with actually filing paperwork. As this >>> message >>> is already quite long, though, I'll stop here. >> >> IRS Form 1023 is a monster to fill out: >> http://www.irs.gov/pub/irs-pdf/f1023.pdf >> Most of the questions are self-explanatory, and they really do try to >> lead you toward the preferred answer. Nonetheless, I encourage >> everyone so interested to give it a read through. >> >> I'm going to contact the attorney who oversaw the non-profit >> application for FreeGeek Columbus that I prepared, and see if he has >> any pro-bono advice on the matter. >> >>> > > > --~--~---------~--~----~------------~-------~--~----~ To post to this group, send email to [email protected] To unsubscribe from this group, send email to [email protected] For more options, visit this group at http://groups.google.com/group/habari-dev -~----------~----~----~----~------~----~------~--~---
