[Eg-oversight-board] Fwd: Nonprofit Documents

Tue Mar 6 09:56:54 EST 2018

Galen,

The SFC offered to review things

On Tue, Mar 6, 2018 at 9:52 AM Galen Charlton <gmc at equinoxinitiative.org>
wrote:

> Hi,
>
> To raise another consideration from the peanut gallery, the letter
> specifically advises Evergreen to seek independent legal advice.  As a
> matter of due diligence, is there another attorney available to the
> Board who can review the letter and (of much more import) provide
> advice and review as the formation of the non-profit proceeds?
>
> Regards,
>
> Galen
>
> On Mon, Mar 5, 2018 at 5:24 PM, Sharon Herbert
> <sharon.herbert at bc.libraries.coop> wrote:
> > Thanks very much for this, Tim. I'm not seeing anything in the Formation
> > Services document that caps the fees around formation. Is there any
> concern
> > about not having a ''do not exceed'' clause or something to that effect
> to
> > ensure costs stay within budget?
> >
> > Sharon
> > Quoting Timothy Spindler <tspindler at cwmars.org>:
> >
> >> Donna has forwarded me the initial documents to begin the process.
> Please
> >> let me know if you have any questions or concerns.   These are
> >> "Preformation agreeements" and not the final document.
> >>
> >> Please find attached two documents from Dale & Jennifer, our attorneys.
> >>
> >> #1  Jenkins & Kling Letter -- outlines MOBIUS' agreement with Jenkins
> and
> >> costs
> >>
> >> #2  Formation Services -- requires  EOB signatures and outlines our
> >> relationship concerning nonprofit incorporation
> >>
> >>
> >> We anticipate that the schedule for incorporating Evergreen will be as
> >> follows:
> >>
> >>  (1)    Approximately 2 weeks after MOBIUS and Evergreen sign the
> >> preformation services letter agreement, Jenkins & Kling will send out
> >> drafts of the corporate formation documents, including the articles of
> >> incorporation, proposed bylaws, and initial corporate minutes.
> >>
> >> (2)    Evergreen will have 2 weeks to review these documents and provide
> >> comments.
> >>
> >> (3)    1 week after receipt of comments, Jenkins & Kling will either
> >> circulate revised drafts (if comments were extensive) or file to form
> the
> >> corporation and finalize the corporate documents (if comments were
> >> minimal).
> >>
> >> (4)    Within 1-2 weeks after the company is formed, Jenkins & Kling
> will
> >> prepare the tax exempt applications and have those along with the final
> >> corporate documents sent to Evergreen for execution.
> >>
> >> (5)    Upon receipt of the completed tax applications from Evergreen,
> >> Jenkins & Kling will file such applications with the appropriate
> >> authorities.
> >>
> >> (6)    While tax applications are pending, Jenkins & Kling and MOBIUS
> will
> >> work to prepare the final services agreement between MOBIUS and
> Evergreen.
> >> Once that is signed, the withdrawal and assignment process will occur.
> >>
> >>
> >> <http://www.cwmars.org>
> >>
> >>
> >> Tim Spindler | Executive Director | CW MARS
> >>
> >> tspindler at cwmars.org | 508-755-3323 x120
> >>
> >> http://www.cwmars.org
> >>
> >>
> >>
> >> ---------- Forwarded message ----------
> >> From: Donna Bacon <donna at mobiusconsortium.org>
> >> Date: Mon, Mar 5, 2018 at 1:15 PM
> >> Subject: Nonprofit Documents
> >> To: Timothy Spindler <tspindler at cwmars.org>
> >>
> >>
> >> Tim,
> >>
> >> Please find attached two documents from Dale & Jennifer, our attorneys.
> >>
> >> #1  Jenkins & Kling Letter -- outlines MOBIUS' agreement with Jenkins
> and
> >> costs
> >>
> >> #2  Formation Services -- requires  EOB signatures and outlines our
> >> relationship concerning nonprofit incorporation
> >>
> >>
> >> We anticipate that the schedule for incorporating Evergreen will be as
> >> follows:
> >>
> >>  (1)    Approximately 2 weeks after MOBIUS and Evergreen sign the
> >> preformation services letter agreement, Jenkins & Kling will send out
> >> drafts of the corporate formation documents, including the articles of
> >> incorporation, proposed bylaws, and initial corporate minutes.
> >>
> >> (2)    Evergreen will have 2 weeks to review these documents and provide
> >> comments.
> >>
> >> (3)    1 week after receipt of comments, Jenkins & Kling will either
> >> circulate revised drafts (if comments were extensive) or file to form
> the
> >> corporation and finalize the corporate documents (if comments were
> >> minimal).
> >>
> >> (4)    Within 1-2 weeks after the company is formed, Jenkins & Kling
> will
> >> prepare the tax exempt applications and have those along with the final
> >> corporate documents sent to Evergreen for execution.
> >>
> >> (5)    Upon receipt of the completed tax applications from Evergreen,
> >> Jenkins & Kling will file such applications with the appropriate
> >> authorities.
> >>
> >> (6)    While tax applications are pending, Jenkins & Kling and MOBIUS
> will
> >> work to prepare the final services agreement between MOBIUS and
> Evergreen.
> >> Once that is signed, the withdrawal and assignment process will occur.
> >>
> >> (D
> >>
> >> --
> >> Donna Bacon
> >> Executive Director
> >> MOBIUS
> >> 111 E Broadway, Ste 220
> >> Columbia, MO 65203573.268.1845 <(573)%20268-1845>
> >
> >
> >
> > --
> > Sharon Herbert
> > Sitka Manager/Interim Managing Director | BC Libraries Cooperative
> > Toll-free: 1-855-383-5761 x1013 | Skype: sherbert42
> > Email: sharon.herbert at bc.libraries.coop | Twitter @sherbertbc
> > Website: http://bc.libraries.coop
> >
> >
> > _______________________________________________
> > 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
>
>
>
> --
> Galen Charlton
> Infrastructure and Added Services Manager
> Equinox Open Library Initiative
> phone:  1-877-OPEN-ILS (673-6457)
> email:  gmc at equinoxInitiative.org
> web:  https://equinoxInitiative.org
> direct: +1 770-709-5581
> cell:   +1 404-984-4366
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>
-- 

<http://www.cwmars.org>

Tim Spindler | Executive Director | CW MARS

tspindler at cwmars.org | 508-755-3323 x120

http://www.cwmars.org
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