Ideas for a more simple structure.

OK. The point is that I think that the final decision should be put out in the general forum there. For that we have to create an OP for the voting in general forum, where we can more or less on point present the important differences between non-profit and coop. My spontaneous feeling was non-profit. But like I said the more I am reading the more I am for coop. I will try to put together one draft of the OP till the end of this Sunday in Germany. Anything you can contribute, any discussion on the topic any fleshing out, any, may be draft of an OP, or something helps. I will start to really work in it only tomorrow morning. Any sentence you write on that, any doubts you have (kerowo?) any controversial stuff... helps me here.

kerowo how is your feeling now? still rather non-profit? Or slightly changing?

If someone is bored out of his/her mind and doesn't know what to do, you can start to look for a good draft of bylaws on the internet.

Completely correct decision. Nothing after line 10 matters.

My opinion on legal stuff, like how we incorporate, is going to be we ask a lawyer to weigh in rather than vote based on our google-foo.

22 started as a poker board and grew into a general-purpose board. We literally started this place to replace the politics board. I’m not really going to worry about who we give money to until there is more money earned from advertising than is required to run the board. That vision statement or whatever you called it was the major points that came up in other threads, it isn’t made up from my imagination.

I digged a little bit more and I think I found a complete killer argument for coop and against non-profit. Basically to keep a tax exemption status you have to follow pretty restrictive rules as a 501 c 3 non-profit. In this rules are:

• Nonprofits are not allowed to urge their members to support or oppose legislation. They may participate in a small amount of lobbying, but lobbying activities may not exceed a certain amount of the organization’s total expenses.
• Political campaign activity. A nonprofit organization may not financially support or endorse any political candidates verbally or in writing. They may not oppose candidates either. This rule applies to candidates at every level — local, state and federal.
  
• Unrelated business income. Nonprofit organizations aren’t allowed to generate too much income from a purpose that is unrelated to the nonprofit. An organization that regularly operates a trade or business that is unrelated to the nonprofit and makes significant contributions to the organization would need to pay taxes.

Pretty much just what micro and marksman said. More chances of liabilities and just a heap more work. Being a cooperative is going to be much more flexible, less work and less likely to result in legal issues. Non-profit would be a pain in the butt imo.

hehe... I checked the approximate cost of incorporation. I mean... it is just to get a rough feeling:
www.legalzoom.com/articles/what-are-the-general-costs-of-incorporating

~500 for filing. That is like it looks like completely unavoidable.
~1000 Tax prepainment (probably can be avoided by choosing the state of incorporation and the lawyer wisely)
~between 500 and 5000 for a lawyer.

I think that the next steps are to try to download a set of bylaws and incorporation articles for something more or less similar like we want here and to try to recruit a lawbro to support us in this. I am not sure when I will find time for that, since I got a demanding project in my job this week. But that is kinda the plan.

ARTICLE I

SHAREHOLDERS



Section 1. Annual Meeting. An annual meeting shall be held once each
calendar year for the purpose of electing directors and for the
transaction of such other business as may properly come before the
meeting. The annual meeting shall be held at the time and place
designated by the Board of Directors from time to time.



Section 2. Special Meetings. Special meetingsof the shareholders may be
requested by the President, the Board of Directors, or the holders of a
majority of the outstanding voting shares.



Section 3. Notice. Written notice of all shareholder meetings, whether
regular or special meetings, shall be provided under this section or as
otherwise required by law. The Notice shall state the place, date, and
hour of meeting, and if for a special meeting, the purpose of the
meeting. Such notice shall be mailed to all shareholders of record at
the address shown on the corporate books, at least 10 days prior to the
meeting. Such notice shall be deemed effective when deposited in
ordinary U.S. mail, properly addressed, with postage prepaid.



Section 4. Place of Meeting.Shareholders` meetings shall be held at the
corporation's principal place of business unless otherwise stated in the
notice. Shareholders of any class or series may participate in any
meeting of shareholders by means of remote communication to the extent
the Board of Directors authorizes such participation for such class or
series. Participation by means of remote communication shall be subject
to such guidelines and procedures as the Board of Directors adopts.
Shareholders participating in a shareholders' meeting by means of remote
communication shall be deemed present and may vote at such a meeting if
the corporation has implemented reasonable measures: (1) to verify that
each person participating remotely is a shareholder, and (2) to provide
such shareholders a reasonable opportunity to participate in the meeting
and to vote on matters submitted to the shareholders, including an
opportunity to communicate, and to read or hear the proceedings of the
meeting, substantially concurrent with such proceedings.



Section 5. Quorum. A majority of theoutstanding voting shares, whether
represented in person or by proxy, shall constitute a quorum at a
shareholders` meeting. In the absence of a quorum, a majority of
therepresented shares may adjourn the meeting to another time without
further notice. If a quorum is represented at an adjourned meeting, any
business may be transacted that might have been transacted at the
meeting as originally scheduled. The shareholders present at a meeting
represented by a quorum may continue to transact business until
adjournment, even if the withdrawal of some shareholders results in
representation of less than a quorum.



Section 6. Informal Action. Any action required to be taken, or which
may be taken, at ashareholders meeting, may be taken without a meeting
and without prior notice if a consent in writing, setting forth the
action so taken, is signed by theshareholders who own all of the shares
entitled to vote with respect to the subject matter of the vote.



ARTICLE II

DIRECTORS



Section 1. Number of Directors. The corporation shall be managed by a
Board of Directors consisting of 0 director(s).



Section 2. Election and Term of Office. The directors shall be elected
at the annualshareholders` meeting. Each director shall serve a term of
year(s), or until a successor has been elected and qualified.



Section 3. Quorum. A majority of directors shall constitute a quorum.



Section 4. Adverse Interest. In the determination of a quorum of the
directors, or in voting, the disclosed adverse interest of a director
shall not disqualify the director or invalidate his or her vote.



Section 5. Regular Meeting. An annual meeting shall be held, without
notice, immediately following and at the same place as the annual
meeting of the shareholders. The Board of Directors may provide, by
resolution, for additional regular meetings without notice other than
the notice provided by the resolution.



Section 6. Special Meeting. Special meetings may be requested by the
President, Vice-President, Secretary, or any two directors by providing
five days' written notice by ordinary United States mail, effective when
mailed. Minutes of the meeting shall be sent to the Board of Directors
within two weeks after the meeting.



Section 7. Procedures. The vote of a majority of the directors present
at a properly called meeting at which a quorum is present shall be the
act of the Board of Directors, unless the vote of a greater number is
required by law or by these by-laws for a particular resolution. A
director of the corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless their dissent shall
be entered in the minutes of the meeting. The Board shall keep written
minutes of its proceedings in its permanent records.



If authorized by the governing body, any requirement of a written ballot
shall be satisfied by a ballot submitted by electronic transmission,
provided that any such electronic transmission must either set forth or
be submitted with information from which it can be determined that the
electronic transmission was authorized by the member or proxy holder.



Section 8. Informal Action. Any action required to be taken at a meeting
of directors, or any action which may be taken at a meeting of directors
or of a committee of directors, may be taken without a meeting if a
consent in writing setting forth the action so taken, is signed by all
of the directors or all of the members of the committee of directors, as
the case may be.



Section 9. Removal / Vacancies. A director shall be subject to removal,
with or without cause, at a meeting of the shareholders called for that
purpose. Any vacancy that occurs on the Board of Directors, whether by
death, resignation, removal or any other cause, may be filled by the
remaining directors. A director elected to fill a vacancy shall serve
the remaining term of his or her predecessor, or until a successor has
been elected and qualified.



Section 10. Resignation. Any director may resign effective upon giving
written notice to the chairperson of the board, the president, the
secretary or the Board of Directors of the corporation, unless the
notice specifies a later time for the effectiveness of such resignation.
If the resignation is effective at a future time, a successor may be
elected to take office when the resignation becomes effective.



Section 11. Committees. To the extent permitted by law, the Board of
Directors may appoint from its members a committee or committees,
temporary or permanent, and designate the duties, powers and authorities
of such committees.



ARTICLE III

OFFICERS



Section 1. Number of Officers. The officers of the corporation shall be
a President, a Treasurer, and a Secretary.



President/Chairman. The President shall be the chief executive officer
and shall preside at all meetings of the Board of Directors and its
Executive Committee, if such a committee is created by the Board.



Secretary. The Secretary shall give notice of all meetings of the Board
of Directors and Executive Committee, if any, shall keep an accurate
list of the directors, and shall have the authority to certify any
records, or copies of records, as the official records of the
corporation. The Secretary shall maintain the minutes of the Board of
Directors' meetings and all committee meetings.



Treasurer/CFO. The Treasurer shall be responsible for conducting the
financial affairs of the corporation as directed and authorized by the
Board of Directors and Executive Committee, if any, and shall make
reports of the corporation's finances as required, but no less often
than at each meeting of the Board of Directors and Executive Committee.



Section 2. Election and Term of Office. The officers shall be elected
annually by the Board of Directors at the first meeting of the Board of
Directors, immediately following the annual meetingof the shareholders.
Each officer shall serve a one year term or until a successor has been
elected and qualified.



Section 3. Removal or Vacancy. The Board of Directors shall have the
power to remove an officer or agent of the corporation. Any vacancy that
occurs for any reason may be filled by the Board of Directors.



ARTICLE IV

CORPORATE SEAL, EXECUTION OF INSTRUMENTS



The corporation shall not have a corporate seal. All instruments that
are executed on behalf of the corporation which are acknowledged and
which affect an interest in real estate shall be executed by the
President or any Vice-President and the Secretary or Treasurer. All
other instruments executed by the corporation, including a release of
mortgage or lien, may be executed by the President or any
Vice-President. Notwithstanding the preceding provisions of this
section, any written instrument may be executed by any officer(s) or
agent(s) that are specifically designated by resolution of the Board of
Directors.



ARTICLE V

AMENDMENT TO BYLAWS



The bylaws may be amended, altered, or repealed by the Board of
Directorsor the shareholders by a majorityof a quorum vote at any
regular or special meeting; provided however, that the shareholders may
from time to time specify particular provisions of the bylaws which
shall not be amended or repealed by the Board of Directors.



ARTICLE VI

INDEMNIFICATION



Any director or officer who is involved in litigation by reason of his
or her position as a director or officer of this corporation shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by law as it now exists or may subsequently be amended (but,
in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification
rights).



ARTICLE VII

STOCK CERTIFICATES



The corporation may issue shares of the corporation's stock without
certificates. Within a reasonable time after the issue or transfer of
shares without certificates, the corporation shall send the shareholder
a written statement of the information that is required by law to be on
the certificates. Upon written request to the corporate secretary by a
holder of such shares, the secretary shall provide a certificate in the
form prescribed by the directors.



ARTICLE VIII

DISSOLUTION



The corporation may be dissolved only with authorization of its Board of
Directors given at a special meeting called for that purpose, and with
the subsequent approval by no less than two-thirds (2/3) vote of the
members.





Certification



, Secretary of hereby certifies that the foregoing is a true and correct
copy of the bylaws of the above-named corporation, duly adopted by the
initial Board of Directors on .







_________________________________

, Secretary

Seems like we could get away with just using LegalZoom or a similar service.

If people are seriously afraid of 2+2 (lol), we could always organize as a foreign entity. gl to Mason filing nuisance suits against a co-op that's formed outside the US.

Came here to post this.  We'd need a non-American to head this up.

Also, second that we don't need a lawyer to form a regular corporation, at least not in California, or even legal zoom.  I've been part of forming three and it's not that big a deal.  Keeping proper records and such is a PITA, but a lawyer (at least one outside the community) isn't going to be doing that for us.

Idk if being a cooperative is anything special legally or just something that is in the by-laws.

We have talked about the potential profits the site might make in the future. Quite frankly a community of a few hundred isn't going make any profits worth thinking about. At the of this forum there is an ad banner trying to sell ad-free premium accounts on this board. It costs $3/month. Think about the fact that this site would rather have $3 from their most-active customers than any ad revenue. We should be happy if whatever money the site can make is sufficient to cover operating costs. If there ever are any profits use them to pay back those that have generously pledged money to get the site off the ground.
If the site should ever grow beyond being self-sustaining, let's revisit the issue. Until then it's as useful as discussing how we would spend a lottery jackpot.

One person asking for forum wide stickies isn’t a mod decision so I didn’t respond to it. I apologize for that.