[Eg-oversight-board] Fwd: Nonprofit Documents

Wed Mar 7 09:52:53 EST 2018

Tim,

Regarding SFC review of documents, does this refer to the exempt status
application, as well as potential agreements between the new NPO and
MOBIUS, positing that the SFC transfer will occur after all of formation,
successful application for exempt status, and an eventual MOBIUS continuing
services agreement?

My preference, from the perspective of having gone through NPO formation
and successful exempt status application relatively recently, would be that
Evergreen engage with, and build a relationship with, an attorney at the
start of the process so that our counsel will have first-hand knowledge of
the entire process and be better able to efficiently address issues that
could stem from the early steps of this journey.  Also, while I have no
reason to expect complications, having a retained counsel for the
continuing services agreement negotiation separate from both SFC and
Jenkins & Kling seems best, to me, for creating an at-arms-length
agreement. I understand that this may be cost prohibitive, but I don't know
that we have priced it out, either.

As for a cap, I think as long as we are fully engaged in the process we can
spot any unexpected cost issues early and address as appropriate.

Thanks, Tim!

--
Mike Rylander
 | President
 | Equinox Open Library Initiative
 | phone:  1-877-OPEN-ILS (673-6457)
 | email:  miker at equinoxinitiative.org
 | web:  http://equinoxinitiative.org

On Wed, Mar 7, 2018 at 8:35 AM, Timothy Spindler <tspindler at cwmars.org>
wrote:

> I'm not sure how others feel but for the formation I would be willing to
> move forward without asking for a cap or going through a review with an
> attorney.  I think the final documents need a more formal review.  I think
> the most important thing is to have an attorney and careful review of the
> agreement between the newly formed corporation and MOBIUS.
>
> Can you let me know if you are in agreement to proceed with signing the
> formation documents by the end of the day tomorrow?
>
> Tim
>
>
> <http://www.cwmars.org>
>
> Tim Spindler | Executive Director | CW MARS
>
> tspindler at cwmars.org | 508-755-3323 x120 <(508)%20755-3323>
>
> http://www.cwmars.org
>
>
>
> 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
>>
>>
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