[Eg-oversight-board] Move to MOBIUS

[Ruth Frasur]

Mike's comment was my recollection as well.

#1 is the only option apart from transferring everything (including
Evergreen TM) to MOBIUS which isn't what my understanding of this move
would entail.

On Thu, Jan 4, 2018 at 11:56 AM, Mike Rylander <mrylander at gmail.com> wrote:

> Thanks, Tim.
>
> Just as a note, per the existing SFC agreement, if I recall correctly,
> the SFC can only transfer ownership and funds to a 501(c)(3).  So the
> association routes involving assignment and transfer to such an entity
> are not possible.  Only plans where a new Evergreen nonprofit with
> exempt status, or MOBIUS itself, is the assignee are possible as far
> as I can tell.
>
> --
> Mike Rylander
>  | President
>  | Equinox Open Library Initiative
>  | phone:  1-877-OPEN-ILS (673-6457)
>  | email:  miker at equinoxinitiative.org
>  | web:  http://equinoxinitiative.org
>
>
> On Thu, Jan 4, 2018 at 11:33 AM, Timothy Spindler <tspindler at cwmars.org>
> wrote:
> > Donna Bacon (Executive Director of MOBIUS) sent options for how we might
> > work with MOBIUS to handle the Evergreen project.  The following are the
> > options for how we might contract with them from their attorney.
> Scenario 1
> > and 4 are the more traditional ways we have talked about.  In Scenario
> 1, we
> > move forward forming a non-profit for for the Evergreen Project that
> would
> > then contract with MOBIUS.  If we went with their attorney, they word
> > incorporate Evergreen in Missouri.  We could begin this process and
> MOBIUS
> > could still handle the contracts for the 2019 conference until the
> Evergreen
> > Non-profit is complete.  In Scenario 2, the EOB members would sign the
> > agreement similarly to what was done with the SFC.  There are two other
> > scenarios which are variations.  Donna is willing to support the board
> with
> > any of these options.
> >
> > I will have this on the agenda for discussion at the next board meeting.
> >
> > FROM MOBIUS' ATTORNEYS:
> >
> > As a follow up to our call on Friday, we want to outline some of
> Evergreen
> > Project’s (“Evergreen Project”) options regarding moving from the
> Software
> > Freedom Conservancy (“SFC”) to MOBIUS for its services, with the target
> goal
> > of transitioning on June 1, 2018.  As you know, Evergreen is not
> currently a
> > separate entity and its trademark is owned by SFC and its funds are held
> by
> > SFC in a segregated account under SFC’s name, so any transfer will
> require
> > the cooperation and consent of SFC.
> >
> >
> >
> > Please note, we have prepared this summary for the benefit and in
> connection
> > with our representation of MOBIUS.  Nothing herein creates an
> > attorney-client relationship between this firm and the Evergreen Project.
> >
> >
> >
> > In general, Evergreen’s options are:
> >
> >
> >
> > Scenario #1- Recommended Approach
> >
> > (1)    Form a non-profit entity for Evergreen and apply for tax
> exemptions;
> >
> > (2)    SFC assigns the trademark and transfers any and all assets its
> holds
> > for Evergreen Project (including the deposit account) to the new entity;
> >
> > (3)    SFC transfers the funds to an account held in the name of
> Evergreen
> > entity; and
> >
> > (4)    The new entity and MOBIUS enter into a contract for MOBIUS to
> perform
> > certain management services.
> >
> >
> >
> > Scenario #2
> >
> > (1)    Evergreen, as an unincorporated association of its members, enters
> > into a contract with MOBIUS for MOBIUS to perform certain management
> > services (EOB members will need to sign the contract);
> >
> > (2)    SFC assigns the trademark to all of the members of Evergreen, as
> an
> > unincorporated association;
> >
> > (3)    SFC transfers the funds to an account in the name of Evergreen,
> as an
> > unincorporated association (all EOB members will need to sign
> > authorization);
> >
> > (4)    Form a non-profit entity for Evergreen and apply for tax
> exemptions;
> >
> > (5)    Assign the MOBIUS contract to the new entity; and
> >
> > (6)    Assign the trademark to the new entity (signatures of all members
> > will need to be obtained).
> >
> >
> >
> > Scenario #3
> >
> > (1)    Evergreen, as an unincorporated association of its members, enters
> > into a contract with MOBIUS for MOBIUS to perform certain management
> > services;
> >
> > (2)    SFC keeps ownership of the trademark until a new entity is formed
> > (SFC will need to consent to any enforcement action, Evergreen will be
> > relying on SFC to make any necessary filings to continue the mark, and
> SFC
> > may charge a fee for this);
> >
> > (3)    SFC transfers the funds to an account in the name of Evergreen,
> as an
> > unincorporated association (all EOB members will need to sign
> > authorization);
> >
> > (4)    Form a non-profit entity for Evergreen and apply for tax
> exemptions;
> >
> > (5)    Assign the MOBIUS contract to the new entity; and
> >
> > (6)    Assign the trademark to the new entity.
> >
> >
> >
> > Scenario #4
> >
> > (1)    Evergreen, as an unincorporated association of its members, enters
> > into a contract with MOBIUS for MOBIUS to perform certain management
> > services;
> >
> > (2)    SFC transfers the funds to an account in the name of Evergreen,
> as an
> > unincorporated association (all EOB members will need to sign
> > authorization);
> >
> > (3)    SFC assigns the trademark to all of the members of Evergreen, as
> an
> > unincorporated association; and
> >
> > (4)    No new entity is formed.
> >
> >
> >
> > We recommend forming an entity for Evergreen for a number of reasons,
> but,
> > in particular, it will help protect the members from personal liability
> for
> > the obligations and liabilities of Evergreen Project (protection they do
> not
> > currently have), it will eliminate assignment issues if any member dies,
> > dissolves, or has leadership change, it will make obtaining insurance
> > policies to cover items like slip and fall accidents at the conference
> > easier (the entity can obtain the policy rather than a policy naming all
> of
> > the individual members), and it will make it easier for filing taxes by
> > allowing an entity to report taxes rather than passing it through to all
> the
> > members of the unincorporated association.  Having Evergreen as its own
> > entity will also make trademark administration easier as it will not
> require
> > involving SFC or all of the members, depending on the above scenarios, to
> > take enforcement actions to protect the trademark or sign off on filings
> to
> > continue the mark.
> >
> >
> >
> > In general, forming a Missouri non-profit corporation, for the basic
> > documents, will cost approximately $1500 if our firm handles the work.
> This
> > does not include the cost of any accountants or legal fees to obtain tax
> > exemptions for the organizations.  The actual entity formation can be
> > completed in a couple of weeks, though the tax applications take longer.
> > Trademark assignment filing fees should be approximately $50, plus
> $250-500
> > in attorneys’ fees to complete the assignment.  Note, in the case of
> > assigning to the general partners, due to the number of parties involved,
> > filing fees and attorneys’ fees will be higher.
> >
> > _________
> >
> > Tim Spindler | Executive Director | C/W MARS
> >
> > tspindler at cwmars.org | 508-755-3323 x120
> >
> > http://www.cwmars.org
> >
> >
> >
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> oversight-board
> >
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-- 
Ruth Frasur
Director of the Historic(ally Awesome) Hagerstown - Jefferson Township
Library
10 W. College Street in Hagerstown, Indiana (47346)
p (765) 489-5632; f (765) 489-5808

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