I have no idea how your corporate laws work, so do whatever seems the best and I'll go with it. I assume the is no restrinctions on the "members" of the whatever it's called, in terms of citizenship/residence.
Also one question. How does the name registration work down there? I assume just "Habari" would be rejected as a name, although that's by Canadian laws, so who knows... I'll will help pay for any expenses setting this up will incur, so again, do what seems best and I'm on board. On Mon, Jul 20, 2009 at 12:09 PM, Chris J. Davis<[email protected]> wrote: > > 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. >>> >>>> >> >> > > > > > > -- Matt Read http://mattread.com --~--~---------~--~----~------------~-------~--~----~ 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 -~----------~----~----~----~------~----~------~--~---
