Article 8 of the the bylaws states:

 ARTICLE 8:  DISSOLVEMENT
 
  In the event the membership is unable to support Cyberspace
  Communications, all property belonging to the club shall be
  sold.  The remaining cash assets, after paying final bills, shall
  be donated to a charitable organization, as determined by the
  BOD.  All elected officers shall then be released from their
  obligations and the corporation dissolved.
 

So the bylaws state that dissolution is to occur when the membership 
concludes it can no longer support the corporation.
 
Given that grex has so few members, has not had regular treasurer's 
reports in a year and has trouble filling a full seven person board, I 
think you can make the case that the corporation as it is currently 
structured is becoming unsustainable by the membership, if not in fact 
unnecessary.  

If grex goes on somebody else's server and there are no longer 
physical requirements of maintaining hardware, then you could then 
argue that the previous corporate structure has run its course.  After 
all must a 501(3)(c) corporation be maintained to have a bbs on 
somebody else's server maintained by somebody else?  What purpose in 
the years to come is there to maintaining cyberspace communications 
inc. as a going entity?

Therefore it might be worth considering whether the time has come or 
is coming to dissolve cyberspace communications inc. and re-organize.

The articles of incorporation:

4. In the event of the dissolution of the Corporation, all
of the Corporations's assets, real and personal, shall be
distributed to such charitable organization or organizations
as are qualified as tax-exempt under Section 501(c)(3) of the
Code or corresponding provisions of any subsequent Federal
income tax laws, as the Board of trustees of the Corporation
shall determine. Any such assets not so disposed of, for
whatever reason, shall be disposed of by the order of the
Circuit Court for the County of Washtenaw to such organization
or organizations, as said Court shall determine, which are
organized and operated exlusively for charitable purposes.


Hypothetically speaking, if the membership adopted a motion to 
dissolve, the company's assets could be sold/transferred for a nominal 
fee (a dollar or whatever) to another organization as determined by 
the board.  some group of the members can form a new organization with 
much simpler bylaws and structure.  Then the current board can vote to 
donate its assets to this new organization and, as the bylaws state, 
the company would be considered dissolved and the board members 
relieved of duties.

Surely such an option is better than to maintain an increasingly 
inactive corporation where treasurers don't want to file reports, 
board members don't want to have meetings, members don't want to run 
for the board, and pretense is continued to be made of being a 501(3)
(c) when there are in fact no charitable activities taking place.

Perhaps the first step in this would be to amend article 8 of the 
bylaws so that in the event of dissolvement, the assets do not 
necessarily need to be sold to a company or organization with tax-
exempt status.  This would make it easier if a member or members were 
to form an organization with the purpose of advancing a proposal to 
the board to take control of the grex assets for the maintenance of 
grex but do not themselves want to go through the pretense of being a 
501(3)(c).

75 responses total.

if you don't have a corporation, won't paying members then be liable?

I would note that in 2009 it has become impossible to have a member 
proposal, as the bylaws call for.
 
Richard: my understanding is that the bylaw requirement on what happens
to assets on dissolving the corporation simply reflects law.   
However (I am not a lawyer) one would presume that the conferencing 
system "Grex" could be sold for cash in advance of the dissolution 
of the corporation.  Establishing an objective price might be hard, 
though. 

I think that it's time to take this step.  The remaining Grex users can,
if they so choose, use the M-Net host and software.

Oh, the games we'll play!

This response has been erased.

re #2 establishing an objective price?  a dollar.  this is a non-
profit and needs not to make any more money if it is dissolving. What 
is more important is identifying a user or group of users who are 
willing to commit to keeping the bbs active, open and operable.  

The more interesting question is the $6,000 in the bank, if there is 
still that much in the account.  The bylaws say that upon dissolution 
the funds must be distributed to a charity.  But what charity?

I don't think Grex should dissolve. 

The bylaws state:

 ARTICLE 7:  AMENDMENTS TO THE BYLAWS

  Amendments to these bylaws may be proposed and voted upon at any
  time according to the procedures of Article 5a. In order for a
  proposed amendment to take effect, a 3/4 majority voting in favor
  of the change is required.
 

What it doesn't say is whether this means 3/4's of all current 
members, which would be almost impossible since most of the members 
don't come here anymore, or 3/4's of those members who voted in that 
election.

re #7 nobody is saying Grex should dissolve just the corporate 
structure formed years ago to support it.  The requirements for Grex 
to operate, including physical location and hardware and such have 
become far less, and if it locates itself on somebody else's server, 
as seems to be the future, the needs to have a board of directors and 
non-profit corporation backing it are really not going to be there 
anymore

nharmon in resp:7 ::  great, we'll pencil you in for the treasurer's
job them.  :-)

This response has been erased.

Unfortunately, the circumstances of my employment have made my
participation in the governance of this organization a problem for the
foreseeable future. As you can imagine, working in a highly regulated
industry I am obligated to report any potential conflicts of interest
according to my company's ethics policy. Specifically mentioned is
serving on a board of directors or as an officer of any other
corporation, including non-profits. My company determines if the
conflict of interest exists and can then ask me to terminate my
association with them or the other company.

If it was determined that no conflict existed, and I am confident that
is the conclusion they would reach, I still not be allowed to
participate on Grex during work hours as that would be a conflict of
interest.

As it stands now, my participation in Grex is "recreational internet
use" which is not an ethics violation.

So, as you can see I would like to run for BoD, and/or would be willing
to serve as treasurer. But I can not. 

I am willing to donate money to Grex to help hire an accountant though.

Ah, sorry to have made you type in that lengthy response in response to 
a cheap remark.   
 
But, one must observe that with three days left in the nominating 
period, there are zero accepted nominations, and Grex still needs 
a treasurer in the next few weeks.

I didn't see anything in the articles of incorporation or bylaws that 
covers the possibility of the company being sold.  What if, for 
instance, the membership of cyberspace communications wishes it to be 
sold for a nominal fee to arbornet.  Then it would become a wholly 
owned subsidiary of arbornet.  They would own the hardware and their 
board, possibly including one or two of the old cyberspace 
communications board members, would make the decisions.  Could work, 
but how do you sell a company when there isn't anything on the books 
to say how going about such a possibility should be done?

There are also assets the company has, such as the name (cyberspace 
communications inc.) and the domain (cyberspace.org).  I mean surely 
somebody would want to buy a nifty domain like cyberspace.org.  

This response has been erased.

  
 In the event the membership is unable to support ....

 wieth $6K+ in the bank non-support is moot
  

money is not the only thing you need for 'support', you need people to 
run the place.  

Richard's right on this one.  Grex should dissolve; there's just not
enough people around to support it.

What kind of support is necessary?  Serving on the board or staff?
The conferences seem to be quite active.  At least Agora is.  That
would appear to be some support (at least tacit support) for
continuing.  There seem to be others who use grex who don't use the
conferences, and may be unaware there is discussion of dissolution.
Perhaps that should be mentioned in the motd.

re #18 again nobody is saying grex should go away.  This bbs should 
keep going.  But cyberspace communications, this non-profit 
corporation formed to support it?  When nobody wants to be treasurer 
and you can't get quorum at the board meetings to have actual votes, 
you have a non-functioning entity.  It is useless to have more board 
elections.  There are better and more efficient ways for grex to 
operate without the need for the corporation. 

Vulcan mind meld

  
re 17 ... taht is incorrect and you know it. there ARE enough ppl
around to support grex ... you just ahve to 'employ' them.
  
re 18 ..... "nobody is saying grex should go away."   - wrong! but
i know more, sorry to say.
  
btw, nobody 'runs' for terasurer ... from the board, the teasurer
is -selected- , actually, there is no requeriemntt that the treasureer
has to be a board memeber.
  

yeah ts, but it's the one post that requires skillz! How are we going 
to find another aruba and file all the paper wrk?? Hmm.. I checked and 
there is no treasurer for dummies book so we are scrwd.

resp:21 Really?  Who?  I know no such thing.

resp:19 I'm saying Grex should go away.

  
re 22 ... see re 21 ... treasureer is chosen from among teh board members
or selected from a vollunteer apporved by board.
  
re 23 .... read caredully ... carefully.
  

yes, but! he has to be able to DO the job! It involves all sorts of 
legal paperwork; forms to fill and submit every year (tax returns?); 
running to the bank to cash cheques; which means someone in MI? Someone 
who knows tax thingies.. (and I suppose there will be more stuff as 
well). Would aruba be willing to coach one of us to do the stuff before 
he leaves??

http://en.wikipedia.org/wiki/501(c)

Note that "tax exempt" also does not excuse an organization from 
maintaining proper records and filing any required annual or special-
purpose tax returns.[3] Previously, annual returns were not generally 
required from an exempt organization accruing less than $25,000 in 
gross income yearly.[4] However, from 2008 onwards, many such 
organizations must file a yearly "e-Postcard" or risk losing their 
exemption [5]

Failure to file required returns such as Form 990 (Return of 
Organization Exempt From Income Tax) may result in monetary fines of up 
to $250,000 per year. Exempt or political organizations (excluding 
churches or similar religious entities) must make their returns, 
reports, notices, and exempt applications available for public 
inspection.

http://www.irs.gov/charities/article/0,,id=208553,00.html
http://www.t-tlaw.com/lr-05.htm

***
http://www.irs.gov/charities/article/0,,id=169250,00.html
(e-postcard link)
***
[okay I think this is easily doable! Just check out that e-postcard 
link. First we read up. Then we read up again. Then we ask Aruba 
questions. Then Aruba fills us in on anything we missed, and we have a 
whole bunch of treasurers :) It's not overly complicated than filling a 
normal tax return.]

holy mackrel! I even got the cyberspace communications e-filing :)
http://www.irs.gov/app/ePostcard/

Tax Period: 
2008 (01/01/2008 - 12/31/2008)  Employer Identification Number (EIN): 
38-2998091 
Legal Name and Mailing Address: 
CYBERSPACE COMMUNICATIONS
PO BOX 4432
ANN ARBOR, MI 481064432
United States   Other names the organization conducts business under 
(Doing Business As): 
GREX 
Organization has terminated:
No      Gross receipts are normally $25,000 or less:
Yes 
Website URL: 
http://www.cyberspac e.org      Principal Officer's Name and Address: 
Mark Conger
PO BOX 4432
ANN ARBOR, MI 481064432
United States

[Ha! see! it says the Organization has not terminated, which means you 
need a board or someone to officially terminate stuff with the IRS. 
Hmm.. it's very limited info. I thought I'd get to see a lot more 
interesting stuff. Guess a postcard is literally a postcard.]

http://www.irs.gov/pub/irs-pdf/p557.pdf
Has everything we need. Look for: "Form-990-N for small exempt 
organizations"

you need to get the loginID/Password Aruba created for filling the e-
postcard: http://www.irs.gov/charities/article/0,,id=177782,00.html

(FAQ's: it's got everything. There might be stuff to be filed at the 
state level, but 1/2 an hour with Mr.Conger and I bet everyone will be 
an expert. *rawr* ha! no dissolving of corporation <g>)

For some reason all of the items in this conference were listed as 
"forgotten", so this is the first time I've seen this item.

I'm not in favor of Grex shutting down.  It's an interesting place with 
it's own culture and history, and I enjoy participating in the 
conversations here.

I'm not a member solely because I think it's ridiculous to contribute to 
a non-profit with thousands of dollars in the bank and no need for that 
much money.  That excludes me from the Board.  I wouldn't run anyway 
because I'm on the Board of Arbornet and prefer not to be part of both.  
I am not knowledgeable enough to do much as a staff member.

I'm the treasurer of Arbornet.  I'm willing to help out if someone wants 
to take over as treasurer of Cyberspace.  Most things are probably the 
same here as they are over there.

  
please link to agora - tia
  

  
incorrect jep, that changed ... if elected you must become a member
for the duration (at least) to serve in tha ellected capacity.
  
whih reminds me to scrounge up another yr's membership money due rsn.
 
however, being on the board of the m-b0x mya present a conflict w/you
but not w/grex (imo).  
  
lotsa ppl serve on boards of similar organizatoisns  - and i do'n't
consider that grex adn the m-b0x to be in competition w/each other.
  

I think M-Net and Grex are in direct competition with one another.  
People on M-Net regularly proclaim their hatred of Grex, and people on 
Grex regularly give thanks to God and his disciple, Rane Curl, that they 
are not on M-Net.

Additionally, my interests in joining the Board of Cyberspace would be 
to, 1) keep it from dissolving, 2) Get it to change it's name to "Grex, 
Inc." instead of "Cyberspace Communications, Inc." which I think is 
pretentious and silly, and 3) participate in the decision on whom to 
donate it's money to if it did dissolve.

I'd have very clear conflicts of interest in #3.  I have internal 
conflicts just musing about it.  If Grex gets to that point, I will 
undoubtedly act as Arbornet's treasurer to lobby for the money to be 
given to Arbornet.  I've already speculated about having the two 
organizations merge.

So, emphatically no, I don't think I should be on Grex's Board.

TS, you are incorrect: one must be a member when the voting begins. 
Apparently, you weren't informed that an anonymous donor paid for a
three-month membership to qualify you for last year's election.  I
suspect the same donor could be encouraged to help other candidates this
year.

I think if JEP is willing to join the board and act as grex's new 
treasurer, as well as being arbornet's, it would be a clear way to 
start facilitating an eventual merger or sale of assets to arbornet.   
I think the grex haters on mnet would be outnumbered by those who the 
benefits of arbornet becoming the parent company of both of these 
classic old bbs's.  

perhaps a slate of 'abolitionist candidates' can be organized, those 
running on a platform of taking cyberspace communications inc. out of 
existence within one year's time or before any further elections need 
to take place.  It can be a goal for the new board to work for and a 
reason for some of the veteran past board members to consider coming 
back for one last time.

Here's an out of the box thought on the treasurer situation:

Does anyone know a friendly accountant willing to help out a non-profit?
Pay him/her some nominal sum, toss in a membership and vote them up to
treasurer. Viola, problem solved.

It would be better if we made sure ALL board members knew this stuff! 
It's only 1/2 hrs work and if we make detailed notes and upload it, 
future generations of Grexers can then easily refer to the web-site and 
we'd never again have to worry about treasurer resigning. Most of the 
work has been done by Aruba (registering the company, creating a 
records template etc) so all we got to do is follow in his illustrious 
footsteps. Cheques can be mailed to the bank and Aruba can fill us in, 
via email, on any other works that come up.

We'll worry about mergers and acquisitions at a later date.

I pretty much agree with veek.  An accountant is not needed.  What Grex 
needs for treasurer is someone who will cash checks, write a report 
occasionally, and fill out a couple of forms per year.  That's all I do 
for M-Net and it's sufficient.

Richard: I don't want Grex to fold or to merge with M-Net.  I want it to 
survive on its own.

I also don't want a 2nd treasurer's position or a 2nd Board position.  I 
regard doing either of those things as a conflict of interest.

I don't understand the reluctance to replace the Grex hardware with the M-Net
hardware.  Really.  There's no reason the same physical computer couldn't host
separate instances of the BBS software and the party program for the two
communities; that makes a lot more sense to me than virtualization, which a
lot of people seem to be in favor of.  In that case, you'd already be running
on the same hardware as someone else; who cares if you see them logged in when
you type the 'who' or 'w' or similar commands?  Further, that would eliminate
the problems with staff resources and an ineffective board of directors.

A while back, I had thoughts of Grex becoming a 'community of communities',
whereby it could host multiple instances of the BBS and chat systems.  In
such a system, Grex as most people know it would just become a facet of a
larger system.  By setting an environment variable, one could select between
a 'Grex universe' or an 'M-Net universe' or whatever.  Just because it hasn't
been done before doesn't mean it couldn't be done now.  If that's the case,
then there's really little reason to keep Grex separate from M-Net.

- Backtalk version 1.3.30 - Copyright 1996-2006, Jan Wolter and Steve Weiss