> @Chris
> > We did indeed discuss if we *should* have a legal entity - but I think
> that
> > with sponsorship dollars coming in we need to make this happen so that
> > transparency is maintained for the community.
> I am fully in agreement here. With money coming in, setting up a legal
> entity is a necessity.
> > Again I don't want to lock us into a specific entity type right now
> because
> > the Laywers and others who have done this before may have good
> suggestions.
> > For example, I have been told that BigCos often find it hard to engage
> with
> > Non-profits for various legal reasons and prefer to deal with
> 'For-profits'.
> > In that case a 'Fo-profit' with a directive to spend all profits back on
> the
> > community might be in order (and achieve the same effect). Of course
> this
> > the tax write off issue - but again, we will need to get advise on this
> at
> > the point of registration..
> Absolutely. We should investigate both avenues. Participation of
> major vendors is obviously mission critical, so we need to ensure that
> whatever steps we take to proceed take this into account.
> @Phil,
> Great questions.
> > 1. What do you see as the management structure of the new organization?
> The board will serve a number of functions: fulfilling the legal
> requirement to have a board once we incorporate, dealing with
> financial matters, etc. The participatory democratic nature of this
> organization should not change. Our transparency and community driven
> ethos must not be compromised by forming a legal structure for
> DataPortability.
> > 2. Will the foundation's charter be different than the volunteer
> > organization's? Or will they become one organization?
> My thought is that they should be one organization. Decisions about
> the for-profit or non-profit status of the corporation may effect this
> decision, however.
> > 3. What will the new charter be?
> Hopefully we will have the same charter. Obviously, we will need all
> of the official legal documents, like Articles of Incorporation and
> Bylaws...
> > 4. I've heard an even number of board members sets things up for tied
> votes.
> > Something to ask the lawyers.
> You are absolutely right. An odd number of board members is
> preferable. Anywhere from 5-9 directors is a good number – but there
> may be a viable reason to have more.
> > 5. Is 12 too many directors? Seems a large team for a small
> organization.
> See above.
> > 6. Responsibilities of directors?
> These will be be codified in the Bylaws – but off the top of my head,
> I think that their responsibilities should be limited to matters
> involving expenditures, contracts, etc. They shouldn't have a say in
> the day to day operation of the organization.
> > 7. Do we have a conflict-of-interest provision for directors? What
> interests
> > might conflict?
> Without a doubt a Conflict of Interest policy is necessary. If we go
> the non-profit route, the IRS will require/strongly suggest that we
> have such a policy in place.
> General thoughts:
> Depending on the recommendations of the legal experts, there is
> nothing (besides expense perhaps) stopping us from forming both a
> for-profit entity (to deal with IP issues related to relationships
> with major vendors) and a non-profit community driven and supported
> organization.
> Lets definitely schedule a conference call. What is everyone's coming
> week looking like?
> -Brady
> On Wed, Apr 16, 2008 at 7:12 PM, Phil Wolff <pwo...@gmail.com> wrote:
> > 1. What do you see as the management structure of the new organization?
> > 2. Will the foundation's charter be different than the volunteer
> > organization's? Or will they become one organization?
> > 3. What will the new charter be?
> > 4. I've heard an even number of board members sets things up for tied
> votes.
> > Something to ask the lawyers.
> > 5. Is 12 too many directors? Seems a large team for a small
> organization.
> > 6. Responsibilities of directors?
> > 7. Do we have a conflict-of-interest provision for directors? What
> interests
> > might conflict?
> > On Wed, Apr 16, 2008 at 6:32 PM, Chris Saad <chris.s...@gmail.com>
> wrote:
> > > Hi everyone.
> > > So as most of you have heard by now Michael Arrington and the
> > > Techcrunch team want to donate some money to the Project. We also have
> > > pro-bono lawyers we can call on for the paperwork. In addition we have
> > > received additional offers of some sponsorship.
> > > Read a little more about it here:
> http://chrissaad.wordpress.com/2008/04/16/techcrunch-donates-6625-to-...
> > > So for this to happen, we need to set up a legal entity and have
> > > decision makers to make transparent decisions about how the money is
> > > spent.
> > > My suggestion is as follows:
> > > We (the founders) select 6 members of the founding team to seed the
> > > board
> > > The 6 founders select 12 industry luminaries and put them up for a
> > > community vote
> > > The community votes and the top 6 are invited to join the board
> > > The board then selects a way to replace itself
> > > The board's primary responsibility at the moment would be to deal with
> > > the legal entity and the finances. The rest of the decision making
> > > would remain as it is now.
> > > Is there any violent descent to this idea or any better ideas?
> > > Chris
> > --
> > Phil Wolff
> > managing editor, Skype Journal
> > http://SkypeJournal.com
> > pwo...@skypejournal.com
> > skype:evanwolf
> > +1-510-444-8234 San Francisco
> > +1-646-461-6123 New York
> > +44 020 8816 8780 London
> > +852 8175 8107 Hong Kong
> > http://www.linkedin.com/in/philwolff
> > http://www.facebook.com/profile.php?id=724232370
