[Eg-oversight-board] Fwd: Nonprofit Documents
Gagnon, Ron
gagnon at noblenet.org
Wed Mar 7 13:13:07 EST 2018
I agree with Mike's thoughts. I feel we should proceed with the signing.
Ron
On Wed, Mar 7, 2018 at 9:52 AM, Mike Rylander <mrylander at gmail.com> wrote:
> 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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>>
>>
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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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