[Eg-oversight-board] Fwd: Nonprofit Documents

Wed Mar 7 11:05:54 EST 2018

Tim,
   I think we should proceed with the signing of the formation documents.

Scott

From: eg-oversight-board [mailto:eg-oversight-board-bounces at list.evergreen-ils.org] On Behalf Of Timothy Spindler
Sent: Wednesday, March 7, 2018 8:36 AM
To: Sharon Herbert <sharon.herbert at bc.libraries.coop>
Cc: Oversight Board <eg-oversight-board at list.evergreen-ils.org>
Subject: Re: [Eg-oversight-board] Fwd: Nonprofit Documents

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

[https://lh5.googleusercontent.com/C1fNrKOLEXFs-jfAIXQIMqbKqVBCJrBceOenfgotAcJE6XtZ2ZeeTYFkyfir63-HfzjX6q5zhBQWiO5RZk2tYnWzJ1_rjAADAH4nCmiuhNJuoG8HZLq7MBW-pAU4R9ScKcCybdVO]<http://www.cwmars.org>

Tim Spindler | Executive Director | CW MARS

tspindler at cwmars.org<mailto:tspindler at cwmars.org> | 508-755-3323 x120

http://www.cwmars.org<http://www.cwmars.org/>

On Mon, Mar 5, 2018 at 5:24 PM, Sharon Herbert <sharon.herbert at bc.libraries.coop<mailto: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<mailto: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<mailto:tspindler at cwmars.org> | 508-755-3323 x120<tel:508-755-3323%20x120>

http://www.cwmars.org

---------- Forwarded message ----------
From: Donna Bacon <donna at mobiusconsortium.org<mailto:donna at mobiusconsortium.org>>
Date: Mon, Mar 5, 2018 at 1:15 PM
Subject: Nonprofit Documents
To: Timothy Spindler <tspindler at cwmars.org<mailto:tspindler at cwmars.org>>

Tim,