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Grex > Coop > #256: Has the time come to consider dissolving the corporation? | |
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| 25 new of 75 responses total. |
veek
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response 25 of 75:
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Nov 24 10:50 UTC 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??
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veek
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response 26 of 75:
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Nov 24 16:17 UTC 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.]
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veek
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response 27 of 75:
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Nov 24 16:22 UTC 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.]
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veek
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response 28 of 75:
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Nov 24 16:33 UTC 2009 |
http://www.irs.gov/pub/irs-pdf/p557.pdf
Has everything we need. Look for: "Form-990-N for small exempt
organizations"
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veek
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response 29 of 75:
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Nov 24 16:41 UTC 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>)
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jep
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response 30 of 75:
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Nov 24 18:18 UTC 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.
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tsty
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response 31 of 75:
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Nov 24 18:31 UTC 2009 |
please link to agora - tia
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tsty
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response 32 of 75:
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Nov 24 18:37 UTC 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.
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jep
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response 33 of 75:
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Nov 24 18:52 UTC 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.
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jgelinas
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response 34 of 75:
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Nov 24 21:58 UTC 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.
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richard
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response 35 of 75:
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Nov 24 22:48 UTC 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.
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cyklone
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response 36 of 75:
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Nov 25 00:36 UTC 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.
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veek
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response 37 of 75:
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Nov 25 02:44 UTC 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.
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jep
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response 38 of 75:
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Nov 25 03:52 UTC 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.
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cross
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response 39 of 75:
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Nov 25 05:37 UTC 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.
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gelinas
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response 40 of 75:
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Feb 14 01:25 UTC 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.
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jep
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response 41 of 75:
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Feb 15 14:37 UTC 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.
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rcurl
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response 42 of 75:
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Feb 16 05:52 UTC 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.)
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tod
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response 43 of 75:
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Feb 16 18:22 UTC 2013 |
You're going to scare off the board with talk of regulatory and fiduciary
mumbo jumbo. ;)
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kentn
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response 44 of 75:
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Feb 16 19:30 UTC 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.
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mary
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response 45 of 75:
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Feb 16 21:31 UTC 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.
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gelinas
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response 46 of 75:
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Feb 16 22:00 UTC 2013 |
Don't bother, Mary: Article 8 of the Bylaws is quoted in the text of this
item.
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denise
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response 47 of 75:
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Feb 17 03:56 UTC 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.
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rcurl
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response 48 of 75:
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Feb 18 21:24 UTC 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.
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richard
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response 49 of 75:
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Feb 18 22:14 UTC 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.
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