[Eg-oversight-board] Move to MOBIUS

Gagnon, Ron gagnon at noblenet.org
Mon Jan 8 13:36:24 EST 2018 

I agree that #1 is the optimum course of action, and that the SFC can only
transfer funds to another non-profit.

But it also sounds like it could take a while for the 501(c)(3) status to
work its way through the IRS process.  What happens to the assets in the
meantime?

Ron

On Thu, Jan 4, 2018 at 12:01 PM, Ruth Frasur <director at hagerstownlibrary.org
> wrote:

> 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
>> >
>> >
>> >
>> > _______________________________________________
>> > eg-oversight-board mailing list
>> > eg-oversight-board at list.evergreen-ils.org
>> > http://list.evergreen-ils.org/cgi-bin/mailman/listinfo/eg-ov
>> ersight-board
>> >
>> _______________________________________________
>> eg-oversight-board mailing list
>> eg-oversight-board at list.evergreen-ils.org
>> http://list.evergreen-ils.org/cgi-bin/mailman/listinfo/eg-oversight-board
>>
>
>
>
> --
> 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
>
> *Our Kickin' Website <http://hagerstownlibrary.org>,  Our Rockin' Facebook
> Page <http://facebook.com/hjtplibrary>,  and The Nettle Creek Players
> <http://nettlecreekplayers.com>*
>
> _______________________________________________
> eg-oversight-board mailing list
> eg-oversight-board at list.evergreen-ils.org
> http://list.evergreen-ils.org/cgi-bin/mailman/listinfo/eg-oversight-board
>
>


-- 
Ronald A. Gagnon
Executive Director
North Of Boston Library Exchange (NOBLE)
Danvers, Massachusetts  01923
978-777-8844
www.noblenet.org
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://list.evergreen-ils.org/pipermail/eg-oversight-board/attachments/20180108/e1eaa6ae/attachment.html>

More information about the eg-oversight-board mailing list