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Grex > Coop > #256: Has the time come to consider dissolving the corporation? | |
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| Author |
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| 25 new of 75 responses total. |
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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rcurl
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response 50 of 75:
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Feb 19 04:47 UTC 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.
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tonster
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response 51 of 75:
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Feb 19 14:45 UTC 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?
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rcurl
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response 52 of 75:
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Feb 19 21:22 UTC 2013 |
"Organizations That Are Not Private Foundations /*/ Cannot Voluntarily
Relinquish Their Exempt Status"
eotopick85.pdf
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tonster
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response 53 of 75:
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Feb 20 02:02 UTC 2013 |
Thanks for that useless bit of information.
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gelinas
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response 54 of 75:
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Feb 21 03:57 UTC 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?
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richard
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response 55 of 75:
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Feb 25 22:23 UTC 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.
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rcurl
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response 56 of 75:
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Feb 26 20:45 UTC 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.)
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gelinas
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response 57 of 75:
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Feb 26 22:55 UTC 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.
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cross
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response 58 of 75:
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Feb 27 14:39 UTC 2013 |
Begins? I don't understand why anyone thought that was necessary in the first
place.
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gelinas
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response 59 of 75:
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Feb 27 20:04 UTC 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.
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