[Eg-oversight-board] Fwd: Nonprofit Documents
Andrea Buntz Neiman
abneiman at equinoxinitiative.org
Wed Mar 7 14:04:04 EST 2018
Missouri Bar Association points the public to this website:
http://missourilawyershelp.org
On Wed, Mar 7, 2018 at 2:01 PM, Timothy Spindler <tspindler at cwmars.org>
wrote:
> 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 <(508)%20755-3323>
>
> 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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--
Andrea Buntz Neiman
Project Manager for Software Development
Equinox Open Library Initiative
abneiman at equinoxinitiative.org
1-877-OPEN-ILS (673-6457)
*www.equinoxinitiative.org <http://www.equinoxinitiative.org>*
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