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If grex's physical equipment and software become so outdated that there 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.

response 51 of 91:

Feb 20 21:08 UTC 2013

The feds can fine the board members. It's in the law. You might be right 
though - - or lucky - that the IRS woudn't bother with such small 
potatos.

response 53 of 91:

Feb 22 04:38 UTC 2013

I don't (yet) know what the organization would be forced to do, but 
since it is a 501(c) Michigan corporation, it will be at the mercy of 
both the State of Michigan and the IRS. While the details may be messy, 
ulotimately the Articles of Incoration will rule, and all assets would 
have to go to another 501(c)3 corporation.

response 55 of 91:

Feb 22 22:39 UTC 2013

re #51 the Articles indemnify the board members:

The Corporation assumes all liability to any person other
than the Corporation or its members for all acts or omissions
of a volunteer director incurred in good faith performance of
their duty as an officer occurring on or after the date of
incorporation.