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Simple Machines forms as an NPO

Started by Kindred, September 23, 2010, 10:47:17 PM

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IchBin™

Quote from: billy2 on April 13, 2011, 11:43:24 AM
A lone tumbleweed slowly blew across the dusty forum.

* IchBin™ pulls out his flame thrower and burns the tumbleweed to ashes.
IchBin™        TinyPortal

Joshua Dickerson

This is one of the reasons why we are moving to a democratic business model where the members elect leadership (board of directors) and those directors create policy which the officers carry out. So, in the case of someone not being available, it would only take a vote of the members or directors to make a resolution instead of a SPoF (single point of failure).
Come work with me at Promenade Group



Need help? See the wiki. Want to help SMF? See the wiki!

Did you know you can help develop SMF? See us on Github.

How have you bettered the world today?

Road Rash Jr.

Quote from: Joshua Dickerson on April 13, 2011, 08:24:03 PM
This is one of the reasons why we are moving to a democratic business model where the members elect leadership (board of directors) and those directors create policy which the officers carry out. So, in the case of someone not being available, it would only take a vote of the members or directors to make a resolution instead of a SPoF (single point of failure).
You guys are needlessly chasing your tails.  :o
Never argue with an Idiot like myself, they just drag you down to their level then beat you with experience.

Kindred

... And you are needlessly trolling
Слaва
Украинi

Please do not PM, IM or Email me with support questions.  You will get better and faster responses in the support boards.  Thank you.

"Loki is not evil, although he is certainly not a force for good. Loki is... complicated."

Road Rash Jr.

Quote from: Kindred on April 14, 2011, 01:26:51 AM
... And you are needlessly trolling
Cute, I see you put the troll avatar back LOL I kinda figured it was you that started this avatar rotation. Kids must play.
Never argue with an Idiot like myself, they just drag you down to their level then beat you with experience.

Kindred

not me... I did not do it and could not be bothered to do that, RR...  and, I have no idea who did, even if it is appropriate.
Слaва
Украинi

Please do not PM, IM or Email me with support questions.  You will get better and faster responses in the support boards.  Thank you.

"Loki is not evil, although he is certainly not a force for good. Loki is... complicated."

Joshua Dickerson

Your idiom is uselessly redundant. When is chasing your tail ever useful? It's also lost on me.
Come work with me at Promenade Group



Need help? See the wiki. Want to help SMF? See the wiki!

Did you know you can help develop SMF? See us on Github.

How have you bettered the world today?

Joshua Dickerson

How does his quote and statement reflect your view of it? He is quoting me as saying this is why we're moving to a NPO and you are saying that he is saying something about the current situation. *confused*
Come work with me at Promenade Group



Need help? See the wiki. Want to help SMF? See the wiki!

Did you know you can help develop SMF? See us on Github.

How have you bettered the world today?

IchBin™

IchBin™        TinyPortal

Joshua Dickerson

Quote from: Arantor on April 15, 2011, 10:18:47 AM
Don't be so literal.
If I don't understand an idiom, how is "don't be so literal" going to help me? I don't understand it. It's not me being a jerk at all... I really don't understand.
Come work with me at Promenade Group



Need help? See the wiki. Want to help SMF? See the wiki!

Did you know you can help develop SMF? See us on Github.

How have you bettered the world today?

Road Rash Jr.

Ok let me try to explain......the thread is about changing from LLC to NPO. Joshua said "This is one of the reasons why we are moving to a democratic business model where the members elect leadership (board of directors) and those directors create policy which the officers carry out. " If this is one of the reasons for the change, it is needless.
To accomplish this simply, one makes an amendment to the Articles of Incorporation indicating there will be a board of directors elected by members of the corp.
Next amendments are made to the bylaws defining the changes, positions of office, and the inclusion of defining the role of membership.
From what I understand of the reasons being used for the change from LLC to NPO those involved in this are going around in circles, needlessly chasing their tails to accomplish the change in corporate direction.
The only advantage to any corporation to be an NPO is to be able to apply for a lottery permit that would allow them to raise funds for a charity of their choosing without being liable to the regular income tax regulations levied against corporate income. No one can draw a salary from the proceeds from promotional campaigns but the corporation, depending on the state it is registered in and its related gaming laws, can retain up to 20% as administrative expenses.
So unless SMF is planning on running charity fund raisers, they are waisting their money on legal fees and their time and effort when the changes can be made faster and easier without going NPO.
And as some mentioned there is one party who is MIA, a majority vote of the existing people is enough to ratify any changes in the Articles and Bylaws under the existing LLC structure. SMF moves forward, MIA is SOL and the proverbial tail is not being chased.
All could have been completed SimplyTM and many months ago.
Never argue with an Idiot like myself, they just drag you down to their level then beat you with experience.

Kindred

Again, RR...  you are making assumptions based on incomplete information.

first of all, yes.. we do eventually plan to file for 501/charitable status
second of all, you have no idea about how the LLC was set up...   and it would have been not nearly as simple as you suggest.
Third, the NPO members are owners but do not have to be registered with the government as such. The LLC required a governmental filing to add new members/owners.
Слaва
Украинi

Please do not PM, IM or Email me with support questions.  You will get better and faster responses in the support boards.  Thank you.

"Loki is not evil, although he is certainly not a force for good. Loki is... complicated."

Aleksi "Lex" Kilpinen

I feel I must defend Kindred here a bit - this transition involves two lawyers that are both familiar with the current setting, and local laws applying to it, and familiar with the future setting and local laws applying to it, and we are simply working based on their knowledge and understanding of the facts. The whys, hows, whens, etc. are a different thing. The LLC was set up as a dictatorship - a manager managed LLC, the NPO has been setup as a BoD managed entity. The LLC has no chance of ever getting a Non-profit status, the NPO aims to be one. Etc. There are many things that come in to play.
At this particular moment, we are only waiting for one small thing, out of many many things in the list to-do (most done already).
Slava
Ukraini!
"Before you allow people access to your forum, especially in an administrative position, you must be aware that that person can seriously damage your forum. Therefore, you should only allow people that you trust, implicitly, to have such access." -Douglas

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b4pjoe

Quote from: LexArma on April 16, 2011, 12:24:16 AM
...At this particular moment, we are only waiting for one small thing, out of many many things in the list to-do (most done already).

I have to ask then if the team has considered this one person might have decided he's not signing any piece of paper? You just never release 2.0 because he refuses to sign? It's gotten well past the ludicrous stage by now. I've never seen an organization just come to a complete screeching halt because one person can't be coaxed into signing a piece of paper. You all can keep saying it...but for how long? Seriously?

kat


b4pjoe

There are legal avenues that can be taken as discussed above in this type of situation....or you, and by you I do not mean you personally, can just sit and wait forever.

kat

Think is, the software's free.

Lawyers and all that ****** costs money.

The only winners, if we take that route, are gonna be the lawyers.

b4pjoe

Well it doesn't seem like waiting is working very good although waiting is free. ;D

Powerbob




My SMF 2.1 Beta test site; http://www.pplb.net/smf21/index.php

bloc

Quote from: Road Rash on April 16, 2011, 12:00:24 AM
You know Kindred, the more you prattle on with your condescending disagreements to what I post, the more I realize it is you that does not know what you are talking about and you use school yard bully tactics, misinformation, personal attacks, and descention to justify your lack of knowledge and understanding of corporate law. Personally I'm beyond caring what you know or don't know, but others deserve some light to be shone in your dark corner of reality.
40 years in practice and 20 years as law professor are my qualifications, what gives you authority in corporate law?
Your assumption that I know nothing about how any LLC is set up is ludicrous, and yes it is as easy as I said. But then you not knowing anthing about law would preclude you from knowing.
Don't even bother with a rebuttal, do so if you must but I am beyond trying to reason with one so irrational.
Spend your money, waste your time, it's nothing to me, but stop BS'ing and bullying others just because you can. You have already driven highly motivated and qualified people from Simple, and you sir in my opinion have nothing to offer but to be an anchor and drag things down with your involvement.
I will not respond to any more of your petty comments and you can stick your troll avatar where the sun don't shine.

Heh, so what does a law professor doing in here then? I would assume you got more interesting things to do than bother about a small open source(or not) script such as SMF?

Funny how people - once their arguments fail - use the "experience" angle, always in nice rounded numbers too. I think i am going to proclaim being a professor in visual arts from now on, with 20 years( oh wait, I am only 44 lol, lets say 10 then) so i can use that as a argument in any design-related discussion from now on. ::)

[..end of sarcasm..]

Btw, it wasn't Kindred that drove people away from the team - that glory belongs to someone else(and not a single one either).

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