Incorporation
Subject: Incorporation
From: Clark Robinson <robinsonchicago@gmail.com>
Date: 5/24/10, 21:40
To: Scott Mintz <scott.w.mintz@gmail.com>
CC: Barrett Brown <barriticus@gmail.com>



I had a phone conversation with Barrett, a couple of things relevant to incorporating came out of it:

There is a case to be made for incorporating in Texas--

$25 fee (it is $75 in NY)

Avoid the two month wait time in NY

Incorporators need not be Texas residents

I'm getting the info from this: http://www.citmedialaw.org/legal-guide/texas/forming-nonprofit-corporation-texas
 
Barrett has a PO Box address in Texas, his mom or grandmother pick up the mail for him daily or every couple of days

The PO Box in Texas would be for receiving correspondence from government agencies related to the corporation, it should not prevent an address in NY being used for other purposes, although if we are going to be receiving or sending mail more than rarely, we have already failed as an internet organization.

We also discussed incorporating in Illinois ($50 fee)
Illinois requires recording at the local registrar of deeds, so I would use an address outside of Cook County since the clerk's office in CC gets backed up
A PO Box in Illinois would not be a problem.

So, I am leaning toward incorporation in Texas.

It looks as if we should take advantage of the free Foundation Group incorporation services that Scott found (way to go!). They acknowledge that they are offering this to bring in new business, and say no additional commitment is required.

Barrett said he and Scott had discussed liability issues and Barrett had offered to assume all potential liabilities.  I doubt this can be done effectively.  Agreements that have the effect of altering laws that would otherwise apply may be invalidated by a court when a claim or dispute arises.

If the officers and directors (I assume the officers and directors will be the same people in our case) are concerned about liability for each others' actions, a more likely way to address it would be to provide in the by-laws things like:

Approval of all directors required for certain actions, such as entering contracts, hiring, expenditures above ___ dollars. Copies of bank statement to all three directors, signatures of all three directors on checks above a certain amount, grants to charities may only be made at full board meetings. But at the end of the day there is no guarantee. If a corporation does not have funds or insurance, it is pretty common to make the individuals behind the corporation liable.

The only way I can think of to avoid the risks completely is to not incorporate, which means we need to regard the charity as a theoretical construct for future implementation, and forge ahead with the blogger/journalist network, which does not appear to me to require incorporation, at least in the form Barrett originally conceived it-- a set of inter-relational structures existing in cyberspace enabled by open-source software --- no money no business involved, that's the beauty of it.

Hey, Barrett, I think I just joined your club, I have been writing this in a big thunderstorm with no surge protector, and now my laptop is acting like its got hardware problems, I think I just fried it.  I really liked this laptop, I bought it four years ago for less than $500 and its been a great little computer.  Shit.




Clark Robinson
Chicago
217-722-8680

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