Re: [atlarge-discuss] finance

["NameCritic" <chris1@telnor.net>]

Comments are below.

----- Original Message -----
From: <espresso@e-scape.net>
To: <atlarge-discuss@lists.fitug.de>
Sent: Sunday, September 29, 2002 2:05 AM
Subject: Re: [atlarge-discuss] finance


Judith wrote: Hello, all,

It's my impression no corporate paperwork has been filed to date, for the
excellent reason that without a name, a choice of country and structure, and
preparation of articles of incorporation and/or founding bylaws, nothing of
the kind could be done.

Chris wrote: This is true.

Judith wrote: Naturally, an entity with no legal existence or bank account
does not engage in fundraising, whether it has 1000 members or not ...unless
the parties involve wish to risk being charged with fraud.

Chris wrote: Not quite true, of  course assuming the fundraising will be
done as a future US Nonprofit Corporation. When you do file the paperwork,
you simply use, because it asks it exactly this way, the date that you
started. The paperwork does not need to be finished before any funds are
raised, but the organization will remain accountable for how it spends those
funds. To satisfy Donors or potential donors is another question entirely.
Whether they will donate to an organization that has not filed it's
paperwork yet. Some will if they know it is seed money to pay for all the
filings and legal fees. In the US, you have a few months, can't remember the
exact number, I'll have to look it up, to get the actual paperwork filed.
This does not indicate we should procrastinate. It takes up to a year to get
501C-3 status confirmation from the IRS, therefore the sooner the letter of
intent is filed with them, the sooner we can qualify for grants and most
corporate donations.

There is expense involved in filing, that's why you have the ability to
raise money beforehand. Different states have different filing fees for both
the incorporation, name searches, etc. Since a name search has to be done by
them and they get to decide whether or not the name is too similar to
another name, we are still not guaranteed the use of IcannAtLarge.org. If
they decide it's too similar, they take our second or third choice for a
name. You must approve 3 names to be sent in with the name search before the
corporation papers are filed. If they allow it, it still does not guaranteee
no liability for the name. I personally don't think we have a liability
issue, but I do think we have another issue that should be considered.

Since ICANN may not exist as long as we do. Since ICANN may become, or maybe
already is, an organization that we may want to be disassociated with. Since
some have hinted they have concerns over the name, and Since we must approve
three choices for submission, a first, second, and third for the name
search, I make a motion that we do re-vote on the name issue.

I know that will probably make me unpopular, but it is the best
recommendation I can give to the group.

Judyth wrote: Obviously I can't speak for anyone but myself but I think it
should be clear that, while an organization which exists elects a board of
directors or executive council which is mandated by the bylaws to conduct
the organization's business and take certain decisions on its behalf, we
haven't got there yet. Approval of articles of incorporation, constitution
and bylaws, as well as election of directors and officers, *must* be done by
a vote of the membership.

Chris wrote: This isn't exactly how most proceed, but it could be done this
way. I agree the membership elects the Directors, but normally the Directors
that are chosen vote and elect the Officers, such as President, Secretary,
and Treasurer.

Judyth wrote: These are things we can't do anything without and I'd like to
see us concentrating on preparing this material ASAP, putting it to a vote,
and then getting on with the mission contained therein.

Chris wrote: Speaking of the word mission. I still maintain the first order
of business is the Mission Statement or Statement of Purpose. This is the
defining document of ANY organization. This is the first thing that you do
so you can define the organizations goals and purpose.

Judyth wrote: It's awfully difficult for me to conceive of engaging in
recruiting and fundraising and such when we haven't even decided what the
scope of the organization will be, let alone set it up. Meanwhile, the
Interim Panel is serving under a limited mandate and there are decisions it
is not empowered to take on anyone's behalf so these things must be voted on
... including the scope of decision-making delegated by the membership to a
future board.

Chris wrote: You bring up great points, but it seems there is confusion on
priorities. I suggest the priorities are the following.

1. Revote for three name choices for the organization with each member given
the abilty to choose their first, second, and third choices and a points
system making the final count.

2. A vote be taken by the membership on where the Nonprofit will be filed
and what structure ie 501C-3 shall be used to form the organization. A
period of comment before the choices are placed on a ballot would be
necessary first.

3. A working group with a panel member chair draft a Mission Statement to be
subjected to a period of public comment by the membership on it's
completion. Then a re-draft of the document taking into account the comments
by the members, then the document be put to a vote for approval by the
membership.

4. A working group be put together to build and maintain the website. I'm
not sure of the reasons for a seperate group for the dns issues for the
website. They might just combine that effort.

5. A working group for fundraising with a panel chair be formed so they can
begin to work on getting seed money to pay for filings and legal fees. Just
an example, when we write the letter to the IRS asking for 501C-3 status,
they charge $500 just to review it.

6. A working group be formed with a panel member chair to draft a set of
bylaws, then again put into a period of comment by the membership, then
redrafted and voted on first by the membership, then adopted by the panel.

7. A vote be held by the membership to elect the Directors for the BoD. Then
those Directors vote for the Officer Positions.

8. A working group be formed to draft the articles of incorporation if the
501C-3 or other corporate structure was chosen. A public comment period to
be held for members to review the draft, then it be submitted to the new BoD
for adoption, taking the comments of the membership into account.

9. The BoD to submit the paperwork for the name search, then file the
articles and bylaws with the state in question, then submit the letter to
the IRS, again assuming the 501C-3 structure was adopted.

These are just suggestions I am placing out for public comment. I would like
to see this expanded on by all members until we have a list of priorities we
can agree on. It may seem to some this is getting too far ahead. I don't
think so. Plan your Work and Work your plan.

HTH,

Judyth


At 05:15 -0700 2002/09/28, NameCritic wrote:
[snip]
>In a nonprofit organization with members, the members vote for the BoD and
>not all issues are voted on by the entire membership. This should be
>covered in the bylaws, which issues the BoD decides and which issues have
>to be taken to the membership for a vote. If every issue has to be put to a
>vote of the entire membership, it renders an organization ineffective. By
>electing good directors and giving them the authority to act on certain
>issues an organization can run properly. If we trust those we elect to the
>BoD, and we should because they remain accountable to the membership, then
>they should make some of the decisions without having a vote.
>
>I may have the wrong impression here, but it seems as if some are saying
>everything must be put to a vote. Am I wrong about that?

##########################################################
Judyth Mermelstein     "cogito ergo lego ergo cogito..."
Montreal, QC           <espresso@e-scape.net>
##########################################################
"A word to the wise is sufficient. For others, use more."
##########################################################



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