RFC - Articles of incorporation

[rsilk]

Reposting, since my last post was eaten by the forum.

Last call for comments on the articles of incorporation! In a few days they'll be put up for a vote, after which I'll start filing paperwork. Let me know if you have any questions on this stuff too, I'll try to explain as best I can.

http://wiki.sktechworks.ca/index.php?ti ... orporation

[Bergo]

"Any remaining funds to be distributed evenly among members. "

All members, or only full members? (as there are 2 classes of membership, just for clarification.)

[rsilk]

Good catch, changed to say "full members".

[Odemia]

There does need to be discussion about how we are going to use non-voting members. But I guess that is more for the bylaws?

If the Articles of incorporation have non voting members then I assume that we have to have bylaws for them. But probably don't have to use them unless people actually want to be non voting members. I guess I am having a hard time seeing the use of non-voting members given that I wouldn't want anything less than full membership. Are there people who don't want voting rights and what differences in rights/responsibilities do they want?

[Kaldonis]

Good catch, changed to say "full members".

Hmm. So will any weight be given with regards to how long someone has been a member? As in someone who signed up 3 years ago vs. someone who signed up yesterday?

[rsilk]

The non-voting class was put in there in case we decide to do a "starving hacker" rate or something. We don't need to use it if we don't want to.

Good catch, changed to say "full members".

Hmm. So will any weight be given with regards to how long someone has been a member? As in someone who signed up 3 years ago vs. someone who signed up yesterday?

I discussed this with a few people, and we decided it probably wasn't a big deal. We're not expecting to have many/any assets left over if we shut down anyway.

[ADDandy]

If there is any money leftover after everyone has recouped their costs (there 1$ lease stuff), instead of possibly fighting over how the remaining funds are distributed why not give them to charity? that way there cannot be any complaints about "i put in more work, i should get more money".

i guess the question is what constitues recouping of costs.

[Odemia]

i guess the question is what constitues recouping of costs.

Wait what? What are you talking about "recouping of costs". I don't see anything like that. Are you purposing that people be allowed to recoup their costs against the corporation. If so I think that is entirely unfeasible.

As I understand the way it is written upon deciding to dissolve; the corp would: pay the last bit of rent etc, return all leased equipment (would leases have to return $1 to get their equipment back?), then liquidate any property actually owned by the corp, then only after all that would the remaining money be split evenly among full members. This is the default way of dissolving a corporation I believe.

However I am all for giving the money to EFF Canada or the like. But can we agree upon one non-profit or charity? What if what we decide on now no longer exists? It is also worth pointing out that if the corporation dissolves it will likely be because it is so broke it afford to keep running. It will probably be in a situation where it owes more than it has. In short there won't be much to squable over.

[rsilk]

would leases have to return $1 to get their equipment back?

The specifics of that depend on the lease agreement we use, but it would likely include a clause allowing the lessee to terminate the lease (presumably at no cost to them) if the corporation decides to dissolve. I should remove that specific line from the articles, though. It doesn't really belong there (and I'd have to attach the not-yet-written lease agreement as an appendix, and it would be hard to change). That's what the intent of the lease agreement will be, though. If we decide to dissolve, people get their leased stuff back first, then we proceed with the dissolution process. Should also shield that stuff from being liquidated in bankruptcy if it ever came to that (which it shouldn't).

Updated dissolution section accordingly.

[rsilk]

Any other comments or changes before we vote on this?

Paul, I think you mentioned something about the non-voting members class on the old server during the changeover. We talked about only having a single class, but then we later talked about the possibility of a "starving hacker" membership in the future. The non-voting class leaves the door open for that, but we don't need to use it.