response 42 of 75:

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.)

response 44 of 75:

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.

response 46 of 75:

Feb 16 22:00 UTC 2013

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

response 48 of 75:

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.

response 50 of 75:

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.

response 52 of 75:

Feb 19 21:22 UTC 2013

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

eotopick85.pdf

response 54 of 75:

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?

response 56 of 75:

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.)

response 58 of 75:

Feb 27 14:39 UTC 2013

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

response 60 of 75:

Feb 27 20:16 UTC 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.

response 62 of 75:

Feb 27 23:53 UTC 2013

No.

response 64 of 75:

Feb 28 01:09 UTC 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.

response 66 of 75:

Feb 28 22:08 UTC 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.