Grex Coop Conference

Item 256: Has the time come to consider dissolving the corporation?

Entered by richard on Thu Nov 19 01:10:56 2009:

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.

#1 of 75 by veek on Thu Nov 19 02:36:08 2009:

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


#2 of 75 by krj on Thu Nov 19 17:38:36 2009:

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. 


#3 of 75 by cross on Thu Nov 19 22:05:08 2009:

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.


#4 of 75 by twinkie on Thu Nov 19 22:38:55 2009:

Oh, the games we'll play!



#5 of 75 by richard on Fri Nov 20 18:06:51 2009:

This response has been erased.



#6 of 75 by richard on Fri Nov 20 18:09:06 2009:

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?




#7 of 75 by nharmon on Fri Nov 20 18:12:39 2009:

I don't think Grex should dissolve. 


#8 of 75 by richard on Fri Nov 20 18:20:13 2009:

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


#9 of 75 by krj on Fri Nov 20 21:57:46 2009:

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


#10 of 75 by nharmon on Fri Nov 20 23:06:04 2009:

This response has been erased.



#11 of 75 by nharmon on Fri Nov 20 23:07:14 2009:

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.


#12 of 75 by krj on Fri Nov 20 23:56:17 2009:

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.


#13 of 75 by richard on Sat Nov 21 00:57:02 2009:

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.  


#14 of 75 by tsty on Sat Nov 21 03:10:58 2009:

This response has been erased.



#15 of 75 by tsty on Sat Nov 21 03:12:08 2009:

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

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


#16 of 75 by richard on Sat Nov 21 04:59:56 2009:

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


#17 of 75 by cross on Sun Nov 22 00:14:54 2009:

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


#18 of 75 by unicorn on Sun Nov 22 05:22:25 2009:

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.


#19 of 75 by richard on Sun Nov 22 06:14:58 2009:

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. 


#20 of 75 by tod on Mon Nov 23 23:38:30 2009:

Vulcan mind meld


#21 of 75 by tsty on Tue Nov 24 00:44:40 2009:

  
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.
  


#22 of 75 by veek on Tue Nov 24 02:24:26 2009:

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.


#23 of 75 by cross on Tue Nov 24 04:34:23 2009:

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

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


#24 of 75 by tsty on Tue Nov 24 08:44:47 2009:

  
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.
  


#25 of 75 by veek on Tue Nov 24 10:50:54 2009:

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??


#26 of 75 by veek on Tue Nov 24 16:17:28 2009:

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.]


#27 of 75 by veek on Tue Nov 24 16:22:51 2009:

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.]



#28 of 75 by veek on Tue Nov 24 16:33:20 2009:

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




#29 of 75 by veek on Tue Nov 24 16:41:13 2009:

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>)


#30 of 75 by jep on Tue Nov 24 18:18:06 2009:

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.


#31 of 75 by tsty on Tue Nov 24 18:31:48 2009:

  
please link to agora - tia
  


#32 of 75 by tsty on Tue Nov 24 18:37:40 2009:

  
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.
  


#33 of 75 by jep on Tue Nov 24 18:52:47 2009:

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.


#34 of 75 by jgelinas on Tue Nov 24 21:58:33 2009:

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.


#35 of 75 by richard on Tue Nov 24 22:48:03 2009:

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.


#36 of 75 by cyklone on Wed Nov 25 00:36:15 2009:

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.


#37 of 75 by veek on Wed Nov 25 02:44:01 2009:

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.


#38 of 75 by jep on Wed Nov 25 03:52:39 2009:

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.


#39 of 75 by cross on Wed Nov 25 05:37:50 2009:

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.


#40 of 75 by gelinas on Thu Feb 14 01:25:56 2013:

I am in a mood to discuss what to do with the various assets of the
Corporation.  So I'm reviving this item, rather than starting a new one. :)

IIRC, we are currently running on donated hardware.  The easiest way to
dispose of the hardware is to return it to the donor.  If we can't give it
to him, a price of one dollar seems reasonable.  Any hardware donated but not
being used should just be returned.

When it dissolves, the Corporation will have no further interest in its domain
names.  We can leave them to the domain registrar(s) for further disposition.

I would like the money held by the Corporation to be donated to the Ann Arbor
Education Foundation.  There are other organisations, like the Ypsilanti
Education Foundation, that would also be acceptable.

The difficult part is the users' files.  If the new owner wanted to keep the
machine up and running, either as a conferencing system or as a
unix-experimental box, the password conference files could be transferred in
toto.  Individual users should be given the opportunity to delete the files
in their home directories and ask that their userids be frozen.

In the worst case, the disks could be wiped before the machine is disposed
of.


#41 of 75 by jep on Fri Feb 15 14:37:25 2013:

It might be a good idea to make a dissolution plan while there is a Board 
in place (or enough active users) to bless it.  It wouldn't be wise to 
have the corporation just fade away and the system wind up in a junkyard.  
It should be disposed of properly even if the equipment isn't worth 
anything at that time.  The hard drives and backup tapes should be 
destroyed if they can't be passed to another organization who could keep 
them available with the same controls we have for the data on them now.

I like the idea of picking a donor organization, in the event that 
dissolution happens.  It should be neutral enough not to offend anyone.  
(The NRA or ACLU would not be good choices, for examples.)  Other than 
that, I don't really care who it is.


#42 of 75 by rcurl on Sat Feb 16 05:52:26 2013:

You HAVE to have a dissolution plan!

"Dissolution. If a nonprofit corporation is inactive or is no longer 
needed, or for some other reason is not operating or about to cease 
operations, you should consider whether and how to formally end the life 
of the nonprofit corporation. You cannot simply "walk away" from the 
nonprofit corporation. To do so exposes the officers and directors to 
liability to the government, creditors, members and others. There are 
fairly detailed procedures which must be followed, including a "plan of 
dissolution" and "articles of dissolution," a kind of mirror image of 
the Articles of Incorporation which created the nonprofit corporation. 
Remember that assets must be distributed in compliance with Alaska law, 
state and federal tax law and consistently with the corporate purposes 
of the nonprofit corporation. You should consult an attorney familiar 
with nonprofit corporate law to review how to end a nonprofit 
corporation."

(That ws obviously writen with Alaskan State law in mind. Probably 
Michigan law is similar.)


#43 of 75 by tod on Sat Feb 16 18:22:57 2013:

You're going to scare off the board with talk of regulatory and fiduciary
mumbo jumbo. ;)


#44 of 75 by kentn on Sat Feb 16 19:30:00 2013:

Well, I know that was tongue in cheek, but yes, talk of shutting down
will scare people off from using Grex (if they see these items) and
it will get harder to field a Board.  Shooting our organization in 
the foot repeatedly is not a good way to insure survival.


#45 of 75 by mary on Sat Feb 16 21:31:53 2013:

Calm down, Rane. Really. 

In the beginning we had an attorney draw up our Articles of Incorporation. 
They are pretty boilerplate. If I remember correctly they outline what has 
to be done to dissolve our organization and disperse any assets.

I'd look it up for you but I'm both lazy and on vacation. 


#46 of 75 by gelinas on Sat Feb 16 22:00:28 2013:

Don't bother, Mary:  Article 8 of the Bylaws is quoted in the text of this
item.


#47 of 75 by denise on Sun Feb 17 03:56:24 2013:

I don't see the point of dissolving Grex at this point in time. As said 
in an item in Agora, we have equipment that is currently working and in
a  place that we don't have to pay for. And we're still doing ok 
financially.

Yes, there are issues and changes need to be made. Granted, there's 
always someone who won't want whatever it is that someone proposes but
if  it has potential to be of use for the users here and doesn't pose 
problems, testing it out could be beneficial, even when we don't get
100%  approval.


#48 of 75 by rcurl on Mon Feb 18 21:24:20 2013:

Re #45: I was just stating the obvious, Mary, as others were oversimplifying
the matter. 

Re #46: Article 8 of the Bylaws is invalid, as the Article 6(4) of the
Articles of Incorporation rule. However the summary in the Bylaws don't
contradict the Articles, it is just less complete.


#49 of 75 by richard on Mon Feb 18 22:14:55 2013:

Or perhaps when article 8 of the bylaws was ratified, it conveyed the 
ultimate desire of the membership to, when the time to dissolve came, to 
drop its legal 501(3)(c) status and be able to legally sell its assets.  
The Articles clearly recognize the potentiality of grex converting to a 
private foundation. Since Article 8 of the bylaws was properly adopted by 
the members, you could argue that it signifies that cyberspace 
communications *must*, in order to comply, convert before dissolving.


#50 of 75 by rcurl on Tue Feb 19 04:47:27 2013:

If a non-profit drops its 501(c)3 status, it will owe all the taxes it did
not previously pay on its income. 

To be more direct: Article 8 in the bylaws is illegal and cannot be 
acted upon. There is a procedure for amending the Articles, which is 
much more difficult than amending the bylaws. Hence a bylaw cannot 
"amend" (control, affect, etc) the Articles.


#51 of 75 by tonster on Tue Feb 19 14:45:39 2013:

I'm not sure that makes sense.  A 501(c)3 owes all taxes it didn't pay
for the entire time it had 501(c)3 by converting to a for-profit?


#52 of 75 by rcurl on Tue Feb 19 21:22:10 2013:

"Organizations That Are Not Private Foundations /*/ Cannot Voluntarily
Relinquish Their Exempt Status"

eotopick85.pdf


#53 of 75 by tonster on Wed Feb 20 02:02:14 2013:

Thanks for that useless bit of information.


#54 of 75 by gelinas on Thu Feb 21 03:57:21 2013:

The discussion of dissolution in Item 338 has been interesting, if misplaced.

Selling the hardware to someone else to continue operating as 'grex' would
probably not satisfy the requirements of dissolution.  Selling the hardware
for fair market value, with any associated software that could be legally
transferred, would probably be acceptable.  However, it would be easiest to
wipe the disks before sale, and then let the new owner do whatever they like
with the hardware.  If that owner chose to re-install most of the software,
reconnect to the Internet, and open the box to all comers, they would, in my
opinion, be legally able to do so.  They could, even, re-register the
existing domain names.  I would guess, though, that the new owners would
prefer to abandon any baggage associated with the current names.

The proceeds of such sale would, of course, have to be distributed to another
charitable organisation, along with any other cash on hand.

The only other 'asset' I can think of are the records of the coporation. 
These records could be destroyed, but I don't know how long they would have
to be maintained before destruction, nor who would be responsible for storing
them.  

The harmful potential I see is a 'sham sale.' Selling the hardware, software
and etc to allow another to continue on without the Corporation would
probably not be valid.  Especially for the one dollar I suggested.


Here is a question for the Treasurer, or the Keeper of the Treasury Records:
Were any donations of hardware or services acknowledged?  Did the donor or
donors receive a tax benefit for the donation or donations?


#55 of 75 by richard on Mon Feb 25 22:23:36 2013:

re #54 It wouldn't be a 'sham sale' if the board woted to accept a fair 
offer from another individual who has agreed to continue operating grex.  
The board has the responsibility to act in the best interests of the 
community, and if they voted to ignore the one way presented to keep the 
community going, they would be in violation of their duties as board 
members.

Further if the board concludes that it can longer properly run a 501(3)(c) 
and that at the same time their is interest in keeping the community 
going, it would be the only responsible thing to do.


#56 of 75 by rcurl on Tue Feb 26 20:45:21 2013:

Selling the hardware would violate the corporations purposes as stated 
in its Articles. And a 501(C)3 exemption can't be transferrred so easily 
as a "sale" to someone (I don't know at the moment if/how such a 
transfer would be made.)


#57 of 75 by gelinas on Tue Feb 26 22:55:31 2013:

Rane, selling the hardware would only violate the Articles of Incorporation
if CC were to continue.  Selling the hardware and donating the money realised
is a reasonable procedure when closing down.

But it begins to look like we won't be shutting down any time soon, so the
issue is moot.


#58 of 75 by cross on Wed Feb 27 14:39:14 2013:

Begins?  I don't understand why anyone thought that was necessary in the first
place.


#59 of 75 by gelinas on Wed Feb 27 20:04:26 2013:

I know you don't, Dan; you seem to not differentiate between grex, the
machine/system, and Cyberspace Comunications, the corporation.  The former
just needs electricty and a network connection. The latter needs people, to
fill the Directorships at least.


#60 of 75 by cross on Wed Feb 27 20:16:25 2013:

resp:59 Actually, no: our free colocation is predicated on the existance of
cyberspace communications, Inc.  I'm well aware of the difference between the
two; after all, I was the guy who, a few years ago, started purposely trying
to differentiate between the two.  But what you don't appear to appreciate,
Joe, is that one's existence is in large part dependent on the other.


#61 of 75 by gelinas on Wed Feb 27 22:37:21 2013:

Did a negative drop from that last sentence, Dan?


#62 of 75 by cross on Wed Feb 27 23:53:44 2013:

No.


#63 of 75 by gelinas on Thu Feb 28 00:35:05 2013:

Then I don't see what we are disagreeing about: grex can't exist without CC,
and CC can't exist without grex.  And, still, CC can't exist without members.

Is the disagreement in whether CC members have to actively participate in the
governance of CC, including voting for and serving as Directors?

Or is the disagreement in what constitutes member participation?


#64 of 75 by cross on Thu Feb 28 01:09:01 2013:

resp:63 Do you remember writing this in resp:59, Joe?

"I know you don't, Dan; you seem to not differentiate between grex,
 the machine/system, and Cyberspace Comunications, the corporation.
 The former just needs electricty and a network connection. The
 latter needs people, to fill the Directorships at least."

In resp:60, I am referring specifically to the, "the former just
needs electricty [sic] and a network connection" part and saying
that that is not, in fact, true.  I suppose in some strict literal
way it is; the computer Grex is independent of the abstract
entity of Cyberspace Communications Inc., but *operating* it is very
much tied to the corporation

In resp:63, you seem to contradict what you had said in resp:59
vis-a-vis Grex's the system needing only electricity and a network
connection.


#65 of 75 by gelinas on Thu Feb 28 02:29:44 2013:

I'm not contradicting myself; I don't think you are contradicting yourself.
We simply don't understand what the other is saying.

grex is a computer, a machine with certain software installed.  It exists
whether people use it or not.  When people stop using it, then the people who
maintain it no longer have a reason to keep it turned on.  The maintainers
may want to keep it turned on, or they may want to turn it off before people
stop using it.  But grex remains a computer.

Cyberspace Communications is a corporation which exists primarily, if not
solely, to operate the machine 'grex.'  Cyberspace Communication needs people
to maintain the computer known as 'grex.'  It also needs people to fufill the
day to day tasks of a corporation: paying the bills, deciding what the
corporation is going to do, appointing people to maintain grex, and such
like.  Even if there are no bills to pay, the corporation still has things to
do.

As long as grex has electricity and a network connection, it can continue to
operate.  It may not have a reason to operate, but it can.

CC is different.  It can only continue to function as long as people care
enough to devote time and energy to it.  If there are no people, there is no
corporation.  If there is no corporation, then who is going to maintain the
machine?

Is this where we part company?  Users are not members.  The difference
between a 'user' and a 'member' is that the member will devote time and
energy to the maintenance of the Corporation.  Only members can be directors.
Realistically, only members are *interested* in being directors.

Our problem is not that people are not using grex.  Our problem is that
people are not becoming members of the corporation.

It's not a matter of paying money.  It's a matter of paying time.  Right now,
we use paying money to identify those willing to pay time.  Maybe there is a
better way to identify them.

Note that a staff member can belong to either group, as the staff member
chooses.


#66 of 75 by rcurl on Thu Feb 28 22:08:28 2013:

"And, still, CC can't exist without members."

It can if it converts to a board-based non-profit. Of course, it still needs
users to have any point for existence.


#67 of 75 by gelinas on Fri Mar 1 02:43:27 2013:

The only reason to convert to a board-based non-profit is that we can't muster
the members to continue as a member-based non-profit, which brings us right
back to the membership being unable to support the corporation, which leads
to dissolution.

Switching to a board-based corporation solves nothing.


#68 of 75 by cross on Fri Mar 1 21:42:03 2013:

resp:67 No, it doesn't lead to dissolution.  It *may*, but that is not
necessarily so.  It can, as Rane points out, lead to a board-based non-profit
with users.


#69 of 75 by jep on Sat Mar 2 02:55:30 2013:

I think Joe's point is that if we cannot come up with 5 Board members
under the current rules, there's little reason to expect we could come
up with 5 under a Board-driven version of Cyberspace Communications.  I
am inclined to see things that way, anyway, even if it isn't what Joe meant.

There are other things that can be done if the Board cannot be filled
under the current rules.  The current Arbornet reduced it's number of
meetings to 1 mandatory meeting per year.  That could be done here.  (It
didn't work for long over there.)  The old Arbornet, pre-merger with
M-Net, had all four members as Board directors.  I've just introduced
changes to the by-laws to increase the list of those eligible for the
Board.  We could introduce ways to increase the membership, such as
waivers for dues.  (Any existing member can give a waiver to anyone, for
example.  It's radical but it could be done.)  We could decrease the
number of Board members again.  Remove the term for being a Board
member, so you're on until you resign or are removed.  Add Board members
by invitation when there's a vacancy, who aren't required to be members.
 Or shucks, make it fun to be a Board member somehow.  Give them all
special loginids to denote their exalted status.  Have a party in their
honor.  I don't know; something.  Some things can be done to make sure
we have a Board.


#70 of 75 by rcurl on Sat Mar 2 05:30:38 2013:

A board-based CC would find it easier to solicit donations from its users
as there would be no conflict between the privileges of members vs users.
And there are a lot more users than members.


#71 of 75 by cross on Tue Mar 5 14:59:08 2013:

What Rane said.


#72 of 75 by dtk on Sat Mar 9 03:08:34 2013:

Resp:69 JEP hit the nail on the head with his flippant "Or shucks, make
it  fun to be a Boardmember somehow". Fundamentally CC the organizations
suffers  the same problem that the Free Masons, the OTO and other
initiatory,  hierarchical social organizations do. Namely, it served an
important social  function, but tied *what* it did too closely to *how*
it did. When *how* it  did was superceded by other, more accessible
solutions, it dug in the heels  and got wound up in the sanctity of
*how* it did, seeing that as fundamental  toits identity, preventing it
from maintaining the relevance in the public  mind of *what* it did. 

Let me be clear, I do not want to see either the Grex system, nor the CC
 organization fail. What I do want to see is an evaluation of what CC's
value  assertion is, and an honest analysis of how to achieve that
mission in the  most appropriate way. If we are about a place to hang
out and talk with  people, is the current system the right answer?
Perhaps the mission could be  better accomplished with a copy of PHPBB
on shared hosting. Is our mission  to provide a system for budding
computing professionals to get practice? If  so, should the system be a
jump-server for tiny, short-lived virtual  machines with a choice of
development tools and compilers? We will never  know the best way until
we answer the questions of *what* we do and *why* we  do. Mission
accomplishment is impossible without a clear knowledge of the 
(purported) mission. Calling it quits before it is over just makes you 
coward; smashing the system so others cannot achieve their mission makes
you  a coward, a sabateur and a bag of douche. 

So that I am not part of the problem of "non-participating" users,
please  have the treasurer contact me with the rate schedule to become a
member,  just so I can vote to keep this vessel afloat, until we can
determine the  proper course and get moving that direction again. 

And for those of you who took this as a personal insult, fuck you
sideways  for letting your personal feelings cause the organization to
slide from  relevance. 




#73 of 75 by kentn on Sat Mar 9 03:21:05 2013:

The information on membership is on our web page.  See:

  http://grex.org/memfaq.xhtml

  and for payments via PayPal, which is the quickest and easiest way:

  http://grex.org/member.xhtml#CC

The fees are $2 per month or $18 per year.  This is considered a
donation. You must be a member for at least 3 months for your vote to
count, so $6 is the minimum if you want to vote.


#74 of 75 by dtk on Sat Mar 9 03:44:22 2013:

Thanks. That was exactly the resource I needed. Hopefully the treasurer
will  check his email sometime soon. 

Maybe that is the answer. We are essentially an initiatory organization 
(users must ve validated and approved) and hierarchical (members are
above  validated users, who are above anonymous users, all of whom are
above that  piece of shit cross-dressing vandal who was crapping up the
forums from  hijacked wifi a few years back). But the barrier to each
level of the  hierarchy is trivial, and no mysteries are revealed. 

Perhaps we need passwords and secret handshakes and silly hats and dark 
rituals in gothic temples. 

Or beers. 



#75 of 75 by gelinas on Sun Mar 10 01:25:45 2013:

(I've no problem with users speaking up, even if they aren't members; I'm not
one, myself; I just want to HEAR what they have to say.)


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