[Eg-oversight-board] Move to MOBIUS
Timothy Spindler
tspindler at cwmars.org
Mon Jan 8 14:10:44 EST 2018
Ron,
I didn't think about that issue but I think Donna would work with us to
transfer the assets to MOBIUS in the interim.
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 2:01 PM, Gagnon, Ron <gagnon at noblenet.org> wrote:
> 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
>>>>> > http://list.evergreen-ils.org/cgi-bin/mailman/listinfo/eg-ov
>>>>> ersight-board
>>>>> >
>>>>> _______________________________________________
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>>>>> ersight-board
>>>>>
>>>>
>>>>
>>>>
>>>> --
>>>> 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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>>> ersight-board
>>>
>>>
>>
>
>
> --
> 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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