Has the time come to consider dissolving the corporation?

Nov 19 01:10 UTC 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).

response 2 of 75:

Nov 19 17:38 UTC 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. 

response 4 of 75:

Nov 19 22:38 UTC 2009

Oh, the games we'll play!

response 6 of 75:

Nov 20 18:09 UTC 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?

response 8 of 75:

Nov 20 18:20 UTC 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