Re: Informal steering question
Subject: Re: Informal steering question
From: Clark Robinson <robinsonchicago@gmail.com>
Date: 5/20/10, 11:52
To: Barrett Brown <barriticus@gmail.com>

RE: finding a lawyer

I have spent the morning looking at the actual process of creating a non profit charitable corporation in New York, and it involves tedious steps and filings, it looks do-able:

here are some of the things that are involved:

choose a name that is not in use and can not be confused with one in use, "Project PM Foundation" appears to available

File certificate of incorporation with the state of NY, this will require three individuals to sign as officers of the corporation, need not all be NY residents, but will need a NY mailing address (which will need to be kept current with the state authorities), so probably a PO Box would be best, there is a $75 filing fee

File for charity exemption with IRS (looks do-able)

Register charity with state of NY

At some point after the corporation is formed we will need to open a bank account for the corporation, I would expect that to require a minimum deposit

So, a stable address, a couple hundred dollars and some paper work.

I do not see much risk or potential liability in making these filings, if we do it wrong, they get rejected and we re-file.

However, once the corporation has funds or the ability to enter contracts (even verbal ones) it gets pretty serious, so the three incorporators need to know and trust each other

For instance, if the corporation misbehaves, the incorporators themselves can be liable under some circumstances

Illustration: my condo building was built by some guys doing business as a corporation, and when we, the buyers of condos in the new building, sued over construction defects, the builder moved for dismissal on the grounds that his corporation was liable, not him personally -- however, we found a defect in his corporation and the court ruled he was personally liable, which as a practical matter harmed his credit, thus he became motivated to settle

I will be sending Scott the forms when I have more time and I will get his input on the wisdom of bulling ahead with forming a corporation ourselves.

More to come, I got to get to an appt.

 

On Thu, May 20, 2010 at 10:10 AM, Barrett Brown <barriticus@gmail.com> wrote:
Also, you're correct about our need for titles; I'll think about what those could be and what roles they would best entail and then we can compare notes. Today I will open up the next Google doc, for the purposes of deciding the specifics of the governing network, soon, and we can integrate those sorts of structural/procedural questions relating to the project overall into that document.

I have asked around a bit about property lawyers but not found any yet, but have another person, dir of comm for Pathfinders, who may be able to point us to one with a specific background in charitable entities; will ask her today.


On Thu, May 20, 2010 at 11:00 AM, Barrett Brown <barriticus@gmail.com> wrote:
I agree with you on remaining hands-off at this point for those reasons so we will continue that approach; we'll relegate our control to simply applying organizational strategies and that sort of thing.

I just invited Felipe Farley to the financial document; let me know if there's anyone else I'm missing.


On Wed, May 19, 2010 at 10:15 AM, Clark Robinson <robinsonchicago@gmail.com> wrote:
Hey, Barrett,

You asked me this question which I never really answered: "I was thinking of putting someone in charge of each such sub-program until the governing network can take over. Being "in charge" in this case would basically involve identifying questions that need to answered, delegating tasks (at least by way of noting what tasks need to be completed and asking for participants with relevant skills to volunteer for them), and otherwise just making sure that everything goes smoothly. Do you think that's the best approach at this point, perhaps if we keep the leadership largely hands-off and make such a role basically involved steering the agenda without causing undue red tape or otherwise stifling the flow of collaboration?"

My thoughts: In this early stage, with new people coming aboard daily, I think a good approach is to be hands-off/informal, to engage with people who contribute voluntarily in hopes that they will keep on doing stuff, and thus identify people to tap for leadership and administration when PPM goes more formal.

I suspect there is probably a limit to spontaneous participation and by the end of summer we will have to define responsibilities and commit to functional descriptive titles, which means in turn that we need to be thinking about what the entirely non-monetary rewards are for participation in the governing networks of the Project and sub-Projects and make sure we deliver them.

Clark Robinson
217-722-8680



--
Regards,

Barrett Brown
Brooklyn, NY
512-560-2302



--
Regards,

Barrett Brown
Brooklyn, NY
512-560-2302