[Squeakfoundation]So....
squeakfoundation@lists.squeakfoundation.org
squeakfoundation@lists.squeakfoundation.org
Tue, 16 Apr 2002 14:44:07 -0700
Great! We're refactoring from a Chordic dialogue into U.S. legal
patterns.
(Note: Having been a Rainbow Family focalizer I'm all for self
organizing groups of autonomous individuals.
However, some times providing a well specified legal
interface proves useful.)
So for now we have SqF specified as a Charitable scientific/educational
non-profit with members.
A quick scan of similar organizations already identified by the SqF on
the "Constitution" page of its swiki,
http://swiki.squeakfoundation.org/squeakfoundation/12, reveals the
Articles of Incorporation of some and the fact that at least a few chose
to incorporate in the state of Delaware. Looking at others' Articles
may be useful. Deciding on what state to incorporate in is definitely a
list topper. (Note: A group can incorporate in almost any state
regardless of where the corporation/individuals actually are.)
There are two primary reasons for forming a corporation in Delaware.
1) Within the U.S. the 'corporate veil' is strongest in Delaware.
This means that Delaware state law offers the greatest
protections for the officers of corporations formed there.
This may be significant for Enron (no doubt a Delaware
corporation for obvious reasons even though it was based in Texas.)
But, the SqF will be a non-profit and thus gains added
protections for directors already.
So this point is not significant here as far as I know.
2) There are several companies whose business it is to set up
corporations for others in Delaware.
This can be a significant convenience is probably why the Apache
Software Foundation, Python Software Foundation and others are Delaware
corps.
What these companies do is (for a fee) handle most of the paper
work associated with incorporating as well as provide an ongoing
non-Post Office Box mailing address in Delaware (each state has a
similar requirement.) Being provided a permanent address avoids the
challenge of finding someone to volunteer an address and handle any
future change of address/volunteer. The ongoing fee charged by these
incorporating companies usually handles some other government paperwork
as well.
I don't know about non-profit specific services of these
companies (non-profits require more government paper work as a trade off
for not paying taxes), but I was satisfied using one for a for-profit
company.
As stated above, most any state will do for incorporating. The state
requirements placed on non-profits vary within a rather small spectrum.
The strongest case I'm aware of for selecting a state is convenience.
In my case, for instance, I live with my partner in Arizona and when
incorporating a non-profit we chose to do it ourselves in Arizona.
As a pretty easy alternative to using a Delaware service if there is
someone in the SqF that lives in California and is willing to offer
their address for use on government forms (some official government and
unavoidable junk mail will wind up there) then I would recommend
spending $50 on 'The California Nonprofit Corporation Kit' from Nolo
Press,
http://www.nolo.com/lawstore/products/product.cfm/objectID/F5B7181E-8F49-4DC5-B547184073FD4A68.
If California doesn't work out then the Nolo 'How to Form a Nonprofit
Corporation (National Edition)' book is well worth $40 or a library
visit.
(Disclaimer: I don't work for Nolo Press, but I am a happy customer
that considers their materials the best documentation for common U.S.
government interfaces.)
To follow up on one of Cees comments:
>> "Scientific" purposes encompass scientific research
>> carried on in the public interest. For S.F. this basically means that
>> the results are made available to the public; or that the purpose is
>> aiding in the scientific education of college or university students.
>>
> That one should be added as well, I think one of the purposes of a
> strong SqF
> should be to support research based on Squeak with grants.
The financial support of other non-profits may become relevant later
when dealing with the economic qualification of SqF for tax-exempt
status with the IRS (U.S. Tax authority.) For now, will the SqF's
primary focus be supporting other organizations that do the research,
educating,... or will the SqF be doing these things and occasionally
provide funding to other organizations? (Note: As a non-profit the SqF
can still contract with individuals (people and corporations) to carry
out aspects of its mission in addition to providing grants.)
peace,
donald