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From: "Brady Brim-DeForest" <brad...@gmail.com>
Date: Wed, 16 Apr 2008 19:31:59 -0700
Local: Wed, Apr 16 2008 10:31 pm
Subject: Re: [DP.AG.Steering] Re: DataPortability Legal Structure
@Chris
> We did indeed discuss if we *should* have a legal entity - but I think that entity is a necessity. > Again I don't want to lock us into a specific entity type right now because > For example, I have been told that BigCos often find it hard to engage with 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 My thought is that they should be one organization. Decisions about > organization's? Or will they become one organization? 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. You are absolutely right. An odd number of board members is > Something to ask the lawyers. 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 Without a doubt a Conflict of Interest policy is necessary. If we go > might conflict? 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 Lets definitely schedule a conference call. What is everyone's coming -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 > 3. What will the new charter be? > 4. I've heard an even number of board members sets things up for tied votes. > 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 > 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 > > 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 > > My suggestion is as follows: > > We (the founders) select 6 members of the founding team to seed the > > The board's primary responsibility at the moment would be to deal with > > Is there any violent descent to this idea or any better ideas? > > Chris > -- You must Sign in before you can post messages.
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