[Eg-oversight-board] Move to MOBIUS
Gagnon, Ron
gagnon at noblenet.org
Mon Jan 8 14:01:08 EST 2018
But it seems the assets can not be transferred to the new Evergreen
corporation until it receives non-profit status, which may take some time.
So the Evergreen assets would transfer to MOBIUS while we await the
non-profit status? Or would they remain with SFC?
Ron
On Mon, Jan 8, 2018 at 1:54 PM, Timothy Spindler <tspindler at cwmars.org>
wrote:
> 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 <(508)%20755-3323>
>
> 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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>>>> > eg-oversight-board at list.evergreen-ils.org
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>>>
>>>
>>>
>>> --
>>> Ruth Frasur
>>> Director of the Historic(ally Awesome) Hagerstown - Jefferson Township
>>> Library
>>> 10 W. College Street
>>> <https://maps.google.com/?q=10+W.+College+Street&entry=gmail&source=g>
>>> 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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>> eg-oversight-board at list.evergreen-ils.org
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>>
>>
>
--
Ronald A. Gagnon
Executive Director
North Of Boston Library Exchange (NOBLE)
Danvers, Massachusetts 01923
978-777-8844
www.noblenet.org
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