[Eg-oversight-board] Fwd: Nonprofit Documents

Wed Mar 7 14:01:20 EST 2018

Does anyone have any thoughts on how to identify an attorney who is
licensed in Missouri?

<http://www.cwmars.org>

Tim Spindler | Executive Director | CW MARS

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

http://www.cwmars.org

On Wed, Mar 7, 2018 at 1:13 PM, Gagnon, Ron <gagnon at noblenet.org> wrote:

> 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
>>>>> <https://maps.google.com/?q=111+E+Broadway,+Ste+220+%0D%0AColumbia,+MO&entry=gmail&source=g>
>>>>> 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 <(978)%20777-8844>
> www.noblenet.org
>
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