Options for Moving forward with BAC Spin-off
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Jay Blas Jacob Cabrera
Sep 8, 2018, 5:41:00 PM9/8/18
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Heather & Mel,
We had a meeting today with Patrick and Erika. It went really bad, and there was no agreement to cooperate or collaborative in any clear way.
Either way there are still 3 options in moving forward and they are already in progress.
1) Unilateral spin-off (100% cut off of liability)
2) Collaborative spin-of (90% cut off of liability - we would keep about 10% liability)
3) Dissolution (its complicated)
If there is collaboration and cooperation, there are a lot of other options that are available.
- A) keep 10% liability for 1 year regarding Taxes & the finalization of all spin-off processes
- C) Grant external pass through sponsorship (100% liability on us for shortened amount of time until they get their 501c3 tax status)
- B) full swaparoo and swap tax id’s (we would keep 10% liability)
The next step is finding the articles of incorporation for the new corporation. They have a few days to decide if they want to be involved in that process.
Overall everything is still moving forward.
The last decision that WCTC will need to make regarding the BAC spin-off is the date. We are considering October 1st, or possibly late September. From there it will be done on our side, but they may make proposals to us.
Also from the call today, it is clear that it may be important to move forward with consideration of spinning off Digital Storytellers sooner than later. For me the proposal is pretty simple. Finalize a policy for insurance that all programs must be fully insured and meet legal minimums even if that means paying for multiple insurances. From there we would give Digital Storytellers a deadline to comply with two specific policies. The insurance policy, which would simply be budgeting the amount required for insurance, and to meet our requirement for 2 people in the leadership committee so it is not Patrick making unilateral decisions, that should happen first. If they don’t comply by our deadline they would automatically be spun off. I would say 2 weeks should be more than enough time to comply, as all they have to do is make a simple agreement in the leadership committee to follow our existing policies. Let me know if you are all ready to move forward with this now, or if we should wait until after we spin-off BAC.
That is the update
J
We had a meeting today with Patrick and Erika. It went really bad, and there was no agreement to cooperate or collaborative in any clear way.
Either way there are still 3 options in moving forward and they are already in progress.
1) Unilateral spin-off (100% cut off of liability)
2) Collaborative spin-of (90% cut off of liability - we would keep about 10% liability)
3) Dissolution (its complicated)
If there is collaboration and cooperation, there are a lot of other options that are available.
- A) keep 10% liability for 1 year regarding Taxes & the finalization of all spin-off processes
- C) Grant external pass through sponsorship (100% liability on us for shortened amount of time until they get their 501c3 tax status)
- B) full swaparoo and swap tax id’s (we would keep 10% liability)
The next step is finding the articles of incorporation for the new corporation. They have a few days to decide if they want to be involved in that process.
Overall everything is still moving forward.
The last decision that WCTC will need to make regarding the BAC spin-off is the date. We are considering October 1st, or possibly late September. From there it will be done on our side, but they may make proposals to us.
Also from the call today, it is clear that it may be important to move forward with consideration of spinning off Digital Storytellers sooner than later. For me the proposal is pretty simple. Finalize a policy for insurance that all programs must be fully insured and meet legal minimums even if that means paying for multiple insurances. From there we would give Digital Storytellers a deadline to comply with two specific policies. The insurance policy, which would simply be budgeting the amount required for insurance, and to meet our requirement for 2 people in the leadership committee so it is not Patrick making unilateral decisions, that should happen first. If they don’t comply by our deadline they would automatically be spun off. I would say 2 weeks should be more than enough time to comply, as all they have to do is make a simple agreement in the leadership committee to follow our existing policies. Let me know if you are all ready to move forward with this now, or if we should wait until after we spin-off BAC.
That is the update
J
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