response 25 of 91:

Feb 18 12:32 UTC 2013

A corporation provides several advantages, among them recognized
non-profit status (501C3), which in turn provides tax advantages.
These we would not have without the corporation.  The requirements of
the corporation are not onerous.  We would have essentially the same
requirements without the corporation and none of the advantages if we
dissolved our corporation, so why not keep what we already have and
which is valuable?  In fact, we might be worse off financially without
our corporation because we would just a "club" or a "hobby" and our
income would be taxable.

The Board did meet several times and made decisions last year in e-mail.
We met one time voice to voice on the phone. If one of the people
hollering for dissolution had done his job as a Board member and showed
up for meetings, we would have meet several more times.  The Board were
in contact all year long via e-mail. I met with other Board members 1:1
while we waited for others to join announced meetings.

I find it very disingenuous to promote dissolution while helping create
the problem used as evidence that dissolution is necessary (and I don't
believe dissolution is necessary, btw).

I was also in contact during the year with the day to day Treasurer
getting financial information and ensuring that tasks got completed.  If
we had met as Board, we could have put that information in the minutes.
At no time were we in any financial danger nor are we currently (we are
better off now that at mid-2012).  Our state update forms have been sent
in.  Our PO box has been paid for.

In short, The Board, its officers and agents have been, and are,
managing Cyberspace Communications, Inc.

If we would spend half the time we are spending on this discussion in
actually improving things, we wouldn't have any complaints. But that's
Grex: gripe about the lack of several hours of effort for weeks on end
instead putting effort toward better uses.  The effort to be on the
Board is roughly 12 hours per year.  I think we've spent more than 12
hours being distracted by something we shouldn't even be discussing.

Right now Cyberspace Communications, Inc. is under attack from within.
We have been betrayed and continue to be betrayed by people who should
be helping manage and defend the organization.  Instead they want
to destroy it.  They are distracting us from the operations of the
corporation and creating the situation they are complaining about. 

We would be much better off if these people would cease their efforts
to kill Grex and just go someplace else.

response 27 of 91:

Feb 18 15:16 UTC 2013

I suspect Richard still hasn't read The Articles of Incorporation. Pay 
special attention to Article 6, subsection 4. I sure wouldn't want to be a 
board member who voted to sell our assets to a non-501(c)3 entity so that we 
could continue to benefit from them after surrendering our non-profit 
status.

response 31 of 91:

Feb 18 20:13 UTC 2013

I think you clipped your quote, Richard.

Here is that full sentence: The bylaws of Cyberspace Communications are 
the final authority in matters of conflict between documents
except when a provision of proposal to change a provision in
the bylaws would countermand the legal restrictions of a
nonprofit tax exempt corporation.

And it happens that the Internal Revenue Service rules require an 
organization qualified under a 501(c)(3) exemption - a nonprofit - must 
distribute assets to a tax-exempt corporation with a charitable purpose 
after dissolution. 

Your turn, Richard.

response 33 of 91:

Feb 18 20:28 UTC 2013

In fact I believe a strict interpretation of Article 6 subsection 4 puts 
the board in an impossible situation if they ever wanted to dissolve, 
because what if there is no charitable organization that wishes to 
accept an old box, old equipment, old software.  

Further, there are many options for Grex's future (like you mentioned 
with the Well), but the corporate structure currently inhibits any such 
considerations.  Makes it much more difficult to consider such things.  
It is time, I submit, to get out from under this corporate structure 
which frankly few want to support anymore.

I mean if we accepted the interpretation I suggest and sold Grex to 
Tonster or somebody else, just to get rid of the corporation, is anyone 
here going to hire a lawyer and challenge it?  Is the government going 
to challenge it?  No, so it doesn't matter.

response 35 of 91:

Feb 18 20:55 UTC 2013

I think they said "sold" because "destroyed" sounded harsh.  The only 
thing we have of any value is our domain name.  The rest is what encloses  
an old motherboard and disk that would need to be destroyed.

I know you're looking for a bad guy here and maybe a quick fix for all 
that ails Grex.  Our bylaws aren't it.  Really.  They have changed over 
time and are easily changed again.  All it takes is a little research, 
focus and work to propose a change and see it through.  

I think I just lost Richard with that last.

response 37 of 91:

Feb 18 21:49 UTC 2013

re #35 but with the complacency that is epidemic around here, even 
managing to accomplish the requirements necessary to amend the bylaws 
becomes more and more difficult.  What you end up with is a situation 
where the bylaws control the group instead of the other way around.

If grex's physical equipment and software become so outdated that there 
is no charity who would eventually be willing to accept it, even as a 
donation, then grex is stuck in a situaton where nothing can be done. 
You end up with a situation where Cyberspace Communications may be ready 
to dissolve but the articles of incorporation, which cannot be amended, 
provide no realistic way to do it.

Can the board of directors propose a member vote to revise the articles 
of incorporation and would amending such be done the same way as 
amending the bylaws?  

response 39 of 91:

Feb 18 22:14 UTC 2013

The State if Michigan pretty much dictates what gets specified in a non-
profit's Articles if Incorporation. So, talk to the mitten.

(I've been waiting to use that line for years!) 

response 41 of 91:

Feb 18 22:42 UTC 2013

All of the talk about dissolution is interesting, I suppose, but it's
not the purpose of this proposed amendment to the by-laws.  All I want
to do here is to remove the restriction on serving consecutive Board
terms.  It is intended as a move AWAY FROM the need to dissolve
Cyberspace Communications (Kent).

The rest of the discussion should go to a different item.

It is not your right (again, Kent) to decide who should be here and who
shouldn't.  Grex is an open, public service.  If you've been here longer
than me, it was only by hours.  I've been here since the first day Grex
opened to the public.

Furthermore, I have never taken an action of any kind intended to harm
Grex or the corporation.  I am getting awfully tired of being attacked
by someone who thinks every change proposed by anyone but himself is
bad.  If you can't handle that other people think, and you want to limit
what they say, go get yourself a blog and post all the announcements you
want on it.  This is a community.  Get used to it.

response 43 of 91:

Feb 19 01:14 UTC 2013

I think that both Richard and Mary are correct here.  I think that the
directive on dissolution to donate all assets to another 501(c)3 is
there to prevent the final board from selling everything and then
running off with the proceeds.  I think that you could sell off the
equipment or any other part of the corporation to whoever you choose, so
long as the proceeds from all of that go to another 501(c)3 on
dissolution.  If we decided to sell the server now but continue with a
VPS provider for a year from now, and then disband, what would we do? 
Have to re-acquire the hardware we'd sold in order to dissolve?  The VPS
would be entirely virtual.  There's be nothing there that could easily
be boxed up and sold or donated to anyone else.  In fact, this would be
a really difficult position for M-Net right now.  Their hardware died a
few months ago.  M-Net currently resides in essentially this state
today.

response 45 of 91:

Feb 19 01:59 UTC 2013

(jep, I think Kent was talking about me: I was able to dial in to only one
board meeting.  Had I not succeeded that time, the Board wouldn't have met
at all.  All business was conducted by e-mail.)

I don't see removing the limit on consecutive terms helping.  But I'm just
one person, and I'm not even a member.  (I can become one, of course. ;)

response 47 of 91:

Feb 19 16:38 UTC 2013

If grex dropped its 501(c)(3) status and dissolved, and sold all assets, 
the government could collect the back taxes how?  That concern is moot.  

The greater issue is that cyberspace communications is barely able to 
continue as a going concern (if we don't amend term limits there might not 
be enough people to even have a board)  If you are responsible and you 
start a corporation and a non-profit, you have to be responsible for 
properly ending it when the time comes.

Otherwise its like you just abandon your car on the side of the road when 
it no longer runs and expect somebody else to dispose of it.  

response 49 of 91:

Feb 19 21:27 UTC 2013

Re #47: I suggest you consult IRS regulations on a non-propfit 
relinguishing exempt status. There can be sanctions, penalities and 
fines if an oragnization violates the rules on dissolving and 
distribution of assets.