Fwd: 501c3 Update from All Hands Active

[Josh Williams]

Hi Again!

Ed from DirectIncorp got back to us regarding our 501c3 App. Is there a time in which a couple of Board Members would be available for a phone call? We do not need to all be in the same place at the same time, but it would be great to try and resolve this week. 

How about Thursday at 6:30pm?

If not, spit out three dates / times that do work for you!

Thanks!

 - Josh Williams

 - 734-904-9595

---------- Forwarded message ----------
From: Edward Stahlin <e...@directincorp.com>
Date: Tue, Mar 26, 2013 at 12:07 PM
Subject: Re: 501c3 Update from All Hands Active
To: Josh Williams <josh...@gmail.com>

Hi Josh,

I looked over the 501(c)3 application this weekend.  I have several questions/comments for you.  I'd rather do that by phone than by email.  When would be a good time to talk?  I'm available anytime including most evenings and weekends.

Ed Stahlin

DirectIncorporation.com
123 N. Ashley St. Suite 123
Ann Arbor, MI 48104

phone: (toll free) 877-281-6496 x17
(9:00am to 6:00pm EST, Mon.- Fri.)
email: e...@directincorp.com

Established in 2003 with over 40,000 Clients Nationwide - Better Business Bureau Accredited - Named to the Inc 5000 List - SBAM Member 

*** Direct Incorporation (a division of Enitia Corporation) is not a law firm and no one at Direct Incorporation can act as your attorney or provide you with legal or financial advice.  The information provided by Direct Incorporation is given for general informational purposes only and should not serve as a substitute for legal advice. All parties who correspond with employees of Direct Incorporation (a division of Enitia Corporation), or visit the site directincorporation.com are bound by the terms and conditions on directincorporation.com *** 

On 3/22/2013 12:44 AM, Josh Williams wrote:

Hi Edward,

 Sorry for the delayed response. We are not in as much of a rush to get it through (we need to get some previous tax years properly filed first). If anything seems out of the ordinary, please don't hesitate to assume we don't know what we're doing : )

Looking forward to hearing back from you,

Thank you!

 - Josh Williams

On Mon, Mar 18, 2013 at 12:02 PM, Edward Stahlin <e...@directincorp.com> wrote:

Hi Josh,

OK.  I'll print it out and take a look at it.  I'll give you a call later this week after I've had a chance to look it over.

Regards,

Edward Stahlin
Senior Representative

DirectIncorporation.com
123 N. Ashley St. Suite 123
Ann Arbor, MI 48104

phone: (toll free) 877-281-6496 x17
(9:00am to 6:00pm EST, Mon.- Fri.)
email: e...@directincorp.com

Established in 2003 with over 40,000 Clients Nationwide - Better Business Bureau Accredited - Named to the Inc 5000 List - SBAM Member 

*** Direct Incorporation (a division of Enitia Corporation) is not a law firm and no one at Direct Incorporation can act as your attorney or provide you with legal or financial advice.  The information provided by Direct Incorporation is given for general informational purposes only and should not serve as a substitute for legal advice. All parties who correspond with employees of Direct Incorporation (a division of Enitia Corporation), or visit the site directincorporation.com are bound by the terms and conditions on directincorporation.com *** 

On 3/17/2013 7:47 PM, Josh Williams wrote:

Hello Ed,

 This is Josh Williams from All Hands Active. We spoke a few weeks ago about reviewing our 501c3 Application. 

 Attached are two files:

1) Form 1023

2) Attachments

We are sufficiently new to all of this, any and all help you can provide in helping us get this through would be very much appreciated!

Thank you very much for your time! If you feel the need to discuss any of this in person or via phone, let me know. I am generally accessible between 9am and 2pm, and after 6:00pm. If that doesn't work, just let me know what times work for you.

 - Josh Williams 

 - 734-904-9595

[Michael Grube]

Thursday at 6:30 is fine with me.

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[Michael Grube]

Are we still doing this?

[Thomas Hunter]

I can be there around 6:30 today. I honestly don't know all that much about this part of AHA though.

Did we get back with Ed in time to have a meeting today?

Thomas Hunter

programmer

blog: thomashunter.name

twitter: @tlhunter

github: github.com/tlhunter

phone: 989-513-5499

[Josh Williams]

Probably not! How does Monday evening sound? 

 - Josh W.

[Thomas Hunter]

Works for me, does it work for others?

[Josh Williams]

We are confirmed for Monday at 6:30!

I will be at the shop at that time. Phone call meeting!

[Josh Williams]

Ed from DirectIncorp will be calling at 6:30pm, he'll be dialing into my cell, er, speaking of that.

 I'll be down at AHA just before that, but will probably be heading to an outside location due to my lack of signal down here : ) If you want me to try adding you to the call, please email me your cell phone (reminder: this is a public list, so putting cell #s out there invites the masses to it : ) 

 - Josh W.

[Dana Nelson]

Monday... Today?

[Thomas Hunter]

34 minutes

Thomas Hunter

programmer

blog: thomashunter.name

twitter: @tlhunter

github: github.com/tlhunter

phone: 989-513-5499

On Monday, April 1, 2013 at 17:55:06, Dana Nelson wrote:

Monday... Today?

[Dana Nelson]

I just left and can't come back

[Josh Williams]

One item from the conversation Tom and I had with Ed from last week.

According to Ed, the IRS will want to see this in our articles of incorporation.

Can we vote to approve this during our board meeting this week?

Aside from that, we are currently awaiting feedback from Ed about all of our attachments.

---------- Forwarded message ----------
From: "Edward Stahlin" <e...@directincorp.com>
Date: Apr 2, 2013 11:46 AM
Subject: Re: 501c3 Update from All Hands Active

To: "Josh Williams" <josh...@gmail.com>, "nathan dotz" <natha...@gmail.com>
Cc:

Hi Josh,

As we discussed on the phone last night, you need to file an amendment to the incorporation documents.  Here's the form to use:

http://www.dleg.state.mi.us/bcsc/forms/corp/corp/515.pdf

For item #2 your ID Num is 70632W.  Everything else should be self explanatory except for item #3.  Here's the language you need for item #3:

===================================================


3. Article II of the Articles of Incorporation is hereby amended to read as follows:


Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The specific purpose of the corporation is:

To establish, perpetuate, and expand a cooperative invention and education space, infrastructure, and community.


Article VI of the Articles of Incorporation is hereby amended to read as follows:


No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

===================================================



Skip items #4 and #5.  For item #6, check the box showing that this amendment was approved by the board at a meeting.

Be sure to include page 5 when you submit the form.  Also, the mailing address and fee due ($10) are listed on that page.  Send the original and 1 copy.  Include a self-addressed, stamped envelope so that you'll have something to give to the IRS.

Give me a call if you have questions.

Regards,

Ed Stahlin


DirectIncorporation.com
123 N. Ashley St. Suite 123
Ann Arbor, MI 48104

phone: (toll free) 877-281-6496 x17
(9:00am to 6:00pm EST, Mon.- Fri.)
email: e...@directincorp.com

Established in 2003 with over 40,000 Clients Nationwide - Better Business Bureau Accredited - Named to the Inc 5000 List - SBAM Member 

*** Direct Incorporation (a division of Enitia Corporation) is not a law firm and no one at Direct Incorporation can act as your attorney or provide you with legal or financial advice.  The information provided by Direct Incorporation is given for general informational purposes only and should not serve as a substitute for legal advice. All parties who correspond with employees of Direct Incorporation (a division of Enitia Corporation), or visit the site directincorporation.com are bound by the terms and conditions on directincorporation.com *** 

On 4/1/2013 10:37 AM, Josh Williams wrote:

Thanks Ed,

We look forward to your call!

Josh W.

734-904-9595

On Mar 29, 2013 3:34 PM, "Edward Stahlin" <e...@directincorp.com> wrote:

Hi Josh,

Sounds great.  I'll give you a call Monday at 6:30 on 734 904 9595.  I'll call you, but my cell # is 734 358 1917.

Ed

Established in 2003 with over 40,000 Clients Nationwide - Better Business Bureau Accredited - Named to the Inc 5000 List - SBAM Member 

*** Direct Incorporation (a division of Enitia Corporation) is not a law firm and no one at Direct Incorporation can act as your attorney or provide you with legal or financial advice.  The information provided by Direct Incorporation is given for general informational purposes only and should not serve as a substitute for legal advice. All parties who correspond with employees of Direct Incorporation (a division of Enitia Corporation), or visit the site directincorporation.com are bound by the terms and conditions on directincorporation.com *** 

On 3/29/2013 2:03 PM, Josh Williams wrote:

Hi Ed,

 Thanks so much for looking at this! Would Monday evening around 6:30pm work for you? If not, let me know a couple times that do, and I'll coordinate with the others. 

Thank you!

 - Josh Williams

 - 734-904-9595

[Josh Williams]

Ahoy Ladies & Gentlemen,

Attached is an Amendment to our Articles of Incorporation.

Ed wanted these amendments made so that:

Amendment II: We fall clearly within the purposes of 501c3 Tax Exempt organizations

Amendment VI: There is clear language stipulating how AhA will deal with Conflicts of Interest (ie: Board members / Officers aren't able to make millions and millions of $ cheating the the purpose of 501c3 organizations)

Before this can be submitted to the State of Michigan, it needs two things:

1) It has to be approved by the board

2) It needs Dana's signature once the board has approved.

Tom Hunter, Nate Yost, Michael Senkow, Michael Grube, Dana Nelson, can you do one of the following:

A) Vote Yes on approving the Amendments to Article II and VI of our Articles of Incorporation as specified in the attached document.

B) Vote No on approving the Amendments to Article II and VI of our Articles of Incorporation as specified in the attached document.

C) Ask for more information (let me know what)

Thanks!

[N Y]

Voting yes.

P.S. We missed our early board meeting. When is everyone back in town?
I can't make it in person on the 19th-21st, but any other time up until
the 25th (when we have elections) should work for me.

-- Nate Y.

>>>> phone: (toll free) 877-281-6496 x17 <877-281-6496%20x17>

>>>> (9:00am to 6:00pm EST, Mon.- Fri.)
>>>> email: e...@directincorp.com
>>>>
>>>>
>>>> Established in 2003 with over 40,000 Clients Nationwide - Better Business Bureau Accredited - Named to the Inc 5000 List - SBAM Member
>>>>
>>>> *** Direct Incorporation (a division of Enitia Corporation) is not a law firm and no one at Direct Incorporation can act as your attorney or provide you with legal or financial advice. The information provided by Direct Incorporation is given for general informational purposes only and should not serve as a substitute for legal advice. All parties who correspond with employees of Direct Incorporation (a division of Enitia Corporation), or visit the site directincorporation.com are bound by the terms and conditions on directincorporation.com ***
>>>>
>>>> On 3/22/2013 12:44 AM, Josh Williams wrote:
>>>>
>>>> Hi Edward,
>>>>
>>>> Sorry for the delayed response. We are not in as much of a rush to
>>>> get it through (we need to get some previous tax years properly filed
>>>> first). If anything seems out of the ordinary, please don't hesitate to
>>>> assume we don't know what we're doing : )
>>>>
>>>> Looking forward to hearing back from you,
>>>>
>>>> Thank you!
>>>>
>>>> - Josh Williams
>>>>
>>>>
>>>> On Mon, Mar 18, 2013 at 12:02 PM, Edward Stahlin <e...@directincorp.com>wrote:
>>>>
>>>>> Hi Josh,
>>>>>
>>>>> OK. I'll print it out and take a look at it. I'll give you a call
>>>>> later this week after I've had a chance to look it over.
>>>>>
>>>>> Regards,
>>>>>
>>>>> Edward Stahlin
>>>>> Senior Representative
>>>>>
>>>>> DirectIncorporation.com
>>>>> 123 N. Ashley St. Suite 123
>>>>> Ann Arbor, MI 48104
>>>>>

>>>>> phone: (toll free) 877-281-6496 x17 <877-281-6496%20x17>

[Thomas Hunter]

Yes

>> campaign on behalf of or in>>>> phone: (toll free) 877-281-6496 x17 <877-281-6496%20x17>

[Dana Nelson]

I vote yes. I'll track down the others and make sure they vote.

--
Dana Nelson

All Hands Active

AHAkids Class Coordinator

[Michael Grube]

My vote is yes.

[Michael S]

yes

Michael H. Senkow | 906.281.4672