[Eg-oversight-board] Move to MOBIUS

Mon Jan 8 13:54:56 EST 2018

In my conversation with Donna, the corporation could be set up quickly
(within a week) with the assets transferred to the new corporation.  In the
meantime, if I understood her correctly, MOBIUS could handle any new
contract payments until the non-profit status is established since that can
take much longer.

Tim Spindler | Executive Director | C/W MARS

ts <tspindler at cwmars.org>pindler at cwmars.org <tspindler at cwmars.org> |
508-755-3323 x120

http://www.cwmars.org

On Mon, Jan 8, 2018 at 1:36 PM, Gagnon, Ron <gagnon at noblenet.org> wrote:

> 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
>>> >
>>> >
>>> >
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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
>>
>> *Our Kickin' Website <http://hagerstownlibrary.org>,  Our Rockin'
>> Facebook Page <http://facebook.com/hjtplibrary>,  and The Nettle Creek
>> Players <http://nettlecreekplayers.com>*
>>
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>
>
> --
> Ronald A. Gagnon
> Executive Director
> North Of Boston Library Exchange (NOBLE)
> Danvers, Massachusetts  01923
> 978-777-8844 <(978)%20777-8844>
> www.noblenet.org
>
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