|
Grex > Coop > #256: Has the time come to consider dissolving the corporation? | |
|
| Author |
Message |
| 25 new of 75 responses total. |
rcurl
|
|
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.
|
tonster
|
|
response 51 of 75:
|
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?
|
rcurl
|
|
response 52 of 75:
|
Feb 19 21:22 UTC 2013 |
"Organizations That Are Not Private Foundations /*/ Cannot Voluntarily
Relinquish Their Exempt Status"
eotopick85.pdf
|
tonster
|
|
response 53 of 75:
|
Feb 20 02:02 UTC 2013 |
Thanks for that useless bit of information.
|
gelinas
|
|
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?
|
richard
|
|
response 55 of 75:
|
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.
|
rcurl
|
|
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.)
|
gelinas
|
|
response 57 of 75:
|
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.
|
cross
|
|
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.
|
gelinas
|
|
response 59 of 75:
|
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.
|
cross
|
|
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.
|
gelinas
|
|
response 61 of 75:
|
Feb 27 22:37 UTC 2013 |
Did a negative drop from that last sentence, Dan?
|
cross
|
|
response 62 of 75:
|
Feb 27 23:53 UTC 2013 |
No.
|
gelinas
|
|
response 63 of 75:
|
Feb 28 00:35 UTC 2013 |
Then I don't see what we are disagreeing about: grex can't exist without CC,
and CC can't exist without grex. And, still, CC can't exist without members.
Is the disagreement in whether CC members have to actively participate in the
governance of CC, including voting for and serving as Directors?
Or is the disagreement in what constitutes member participation?
|
cross
|
|
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.
|
gelinas
|
|
response 65 of 75:
|
Feb 28 02:29 UTC 2013 |
I'm not contradicting myself; I don't think you are contradicting yourself.
We simply don't understand what the other is saying.
grex is a computer, a machine with certain software installed. It exists
whether people use it or not. When people stop using it, then the people who
maintain it no longer have a reason to keep it turned on. The maintainers
may want to keep it turned on, or they may want to turn it off before people
stop using it. But grex remains a computer.
Cyberspace Communications is a corporation which exists primarily, if not
solely, to operate the machine 'grex.' Cyberspace Communication needs people
to maintain the computer known as 'grex.' It also needs people to fufill the
day to day tasks of a corporation: paying the bills, deciding what the
corporation is going to do, appointing people to maintain grex, and such
like. Even if there are no bills to pay, the corporation still has things to
do.
As long as grex has electricity and a network connection, it can continue to
operate. It may not have a reason to operate, but it can.
CC is different. It can only continue to function as long as people care
enough to devote time and energy to it. If there are no people, there is no
corporation. If there is no corporation, then who is going to maintain the
machine?
Is this where we part company? Users are not members. The difference
between a 'user' and a 'member' is that the member will devote time and
energy to the maintenance of the Corporation. Only members can be directors.
Realistically, only members are *interested* in being directors.
Our problem is not that people are not using grex. Our problem is that
people are not becoming members of the corporation.
It's not a matter of paying money. It's a matter of paying time. Right now,
we use paying money to identify those willing to pay time. Maybe there is a
better way to identify them.
Note that a staff member can belong to either group, as the staff member
chooses.
|
rcurl
|
|
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.
|
gelinas
|
|
response 67 of 75:
|
Mar 1 02:43 UTC 2013 |
The only reason to convert to a board-based non-profit is that we can't muster
the members to continue as a member-based non-profit, which brings us right
back to the membership being unable to support the corporation, which leads
to dissolution.
Switching to a board-based corporation solves nothing.
|
cross
|
|
response 68 of 75:
|
Mar 1 21:42 UTC 2013 |
resp:67 No, it doesn't lead to dissolution. It *may*, but that is not
necessarily so. It can, as Rane points out, lead to a board-based non-profit
with users.
|
jep
|
|
response 69 of 75:
|
Mar 2 02:55 UTC 2013 |
I think Joe's point is that if we cannot come up with 5 Board members
under the current rules, there's little reason to expect we could come
up with 5 under a Board-driven version of Cyberspace Communications. I
am inclined to see things that way, anyway, even if it isn't what Joe meant.
There are other things that can be done if the Board cannot be filled
under the current rules. The current Arbornet reduced it's number of
meetings to 1 mandatory meeting per year. That could be done here. (It
didn't work for long over there.) The old Arbornet, pre-merger with
M-Net, had all four members as Board directors. I've just introduced
changes to the by-laws to increase the list of those eligible for the
Board. We could introduce ways to increase the membership, such as
waivers for dues. (Any existing member can give a waiver to anyone, for
example. It's radical but it could be done.) We could decrease the
number of Board members again. Remove the term for being a Board
member, so you're on until you resign or are removed. Add Board members
by invitation when there's a vacancy, who aren't required to be members.
Or shucks, make it fun to be a Board member somehow. Give them all
special loginids to denote their exalted status. Have a party in their
honor. I don't know; something. Some things can be done to make sure
we have a Board.
|
rcurl
|
|
response 70 of 75:
|
Mar 2 05:30 UTC 2013 |
A board-based CC would find it easier to solicit donations from its users
as there would be no conflict between the privileges of members vs users.
And there are a lot more users than members.
|
cross
|
|
response 71 of 75:
|
Mar 5 14:59 UTC 2013 |
What Rane said.
|
dtk
|
|
response 72 of 75:
|
Mar 9 03:08 UTC 2013 |
Resp:69 JEP hit the nail on the head with his flippant "Or shucks, make
it fun to be a Boardmember somehow". Fundamentally CC the organizations
suffers the same problem that the Free Masons, the OTO and other
initiatory, hierarchical social organizations do. Namely, it served an
important social function, but tied *what* it did too closely to *how*
it did. When *how* it did was superceded by other, more accessible
solutions, it dug in the heels and got wound up in the sanctity of
*how* it did, seeing that as fundamental toits identity, preventing it
from maintaining the relevance in the public mind of *what* it did.
Let me be clear, I do not want to see either the Grex system, nor the CC
organization fail. What I do want to see is an evaluation of what CC's
value assertion is, and an honest analysis of how to achieve that
mission in the most appropriate way. If we are about a place to hang
out and talk with people, is the current system the right answer?
Perhaps the mission could be better accomplished with a copy of PHPBB
on shared hosting. Is our mission to provide a system for budding
computing professionals to get practice? If so, should the system be a
jump-server for tiny, short-lived virtual machines with a choice of
development tools and compilers? We will never know the best way until
we answer the questions of *what* we do and *why* we do. Mission
accomplishment is impossible without a clear knowledge of the
(purported) mission. Calling it quits before it is over just makes you
coward; smashing the system so others cannot achieve their mission makes
you a coward, a sabateur and a bag of douche.
So that I am not part of the problem of "non-participating" users,
please have the treasurer contact me with the rate schedule to become a
member, just so I can vote to keep this vessel afloat, until we can
determine the proper course and get moving that direction again.
And for those of you who took this as a personal insult, fuck you
sideways for letting your personal feelings cause the organization to
slide from relevance.
|
kentn
|
|
response 73 of 75:
|
Mar 9 03:21 UTC 2013 |
The information on membership is on our web page. See:
http://grex.org/memfaq.xhtml
and for payments via PayPal, which is the quickest and easiest way:
http://grex.org/member.xhtml#CC
The fees are $2 per month or $18 per year. This is considered a
donation. You must be a member for at least 3 months for your vote to
count, so $6 is the minimum if you want to vote.
|
dtk
|
|
response 74 of 75:
|
Mar 9 03:44 UTC 2013 |
Thanks. That was exactly the resource I needed. Hopefully the treasurer
will check his email sometime soon.
Maybe that is the answer. We are essentially an initiatory organization
(users must ve validated and approved) and hierarchical (members are
above validated users, who are above anonymous users, all of whom are
above that piece of shit cross-dressing vandal who was crapping up the
forums from hijacked wifi a few years back). But the barrier to each
level of the hierarchy is trivial, and no mysteries are revealed.
Perhaps we need passwords and secret handshakes and silly hats and dark
rituals in gothic temples.
Or beers.
|