Incorporation - Where Are We Going

Now that we are incorporated, why and where are going?

First, you should re-read this post.

This whole thing starts with concerns that Mike Davis(yes blame Mike) and a few others.
What happens if I can no longer afford to pay the bills?
What happens if I get sick or die?
What happens if I get sued for something that either happens on this site or an event sponsored by the site?
What happens if I just lose interest?
Etc, etc.

Reality 1

No one has the authority to just take the reins and keep it going. Even if the staff and advisory panel decided to do something, I suspect it would take a minimum of several months to before they could really take control and find the money to bring the back up. Yes, the web hoster would probably just shut the site down until the bills were paid. Right now I am paying in excess of $225/month for the site, and we will be increasing that because we will need to upgrade. I suspect the cost will exceed $300 by the end of the year.


Another category of concern comes from me.

Reality 2

I am the only person on the site who has both the technical knowledge and the time to devote to the site. We really MUST have at least one other. I am sure there are other people who help, but so far we haven't identified anyone who eventually doesn't find that the commitment is too much.

Will all that in mind, I've created the North Carolina Woodworker, Inc., a non-profit corporation. I am in the process transfering all ownership, financials, etc to the corporation. As soon as I get the corporate credit cards(they are in process) those monthly bills etc that have to be paid via CC will be charged to it/them. This should only take about 2 weeks. After that I will no longer be paying any bills from my personel finances. From that point forward, all bills will have to be paid from the corporate funds.

Of course that raises the question, what corporate funds. Well, there are some still in PayPal, about $350, but that will not last long. So in addition I've set up a reoccuring personel donation to the corporation, currently in the amount of $500/month, I may reduce that amount when I see how much donations and advertising revenue actually bring in. Assuming that combined donations and advertising revenue and other schemes that I and others may come with, excluding my donations, then the financial independence concerns are addressed. By next year, it will take at leat $750 a month in total revenue to keep the site and other activities, running as we would like it.

However, that does not address the issues of how the corporation and through it, the website, will be governed in the case of my sudden disappearance.

To address, I need to regress a bit. In North Carolina a non-profit does not have share holders, it has members. Please do not confuse this with website members. The corporate members elect a board of directors. This board of directors, in turn, elect a chairman and appoint/elect corporate officers. All this is done in accordance within the structure of the corporate by-laws.

When I met with the attorney yesterday, I was presented with the minutes of a meeting that took place on July 16. It seems that at that meeting The corporate member(me), the incorporator(me) held a meeting that resulted in a board of directors(me), a President(me), a Secretary(me) and a Treasurer(me). The board(me) then made a motion and then seconded and carried unanimously approving a set of corporate by-laws.

Now I was surprised about the meeting since I have no memory of it. But with my advancing age and bad memory, I sure it must have taken place becuase there were the minutes, so I approved and signed them

Ok, now we have a structure, but still it does not distribute the power. So here is what's going to happen:

In consultation with the Advisory Panel, I will elect a real Board of Directors. They will determine a set of officers, probably from the Board itself. Then the board will address changing the initial by-laws to reflect the way we actually want/need to work. The most important issue will be how to expand the number of corporate members.

Why? Just as in a business corporation, the stock holders hold the ultimate power, in a non-profit the members do. If I am the only member, then the power resides solely with me. If I disappear from the scene, the passing of control becomes a problem again. A lot of those type of problems can be dealt with in the by-laws, but I feel strongly that increasing the corporate members is the best way to go.

So now here is the bottom line. This is what must happen by July 16, 2009.

• An initial slate of directors and officers will be created. and they will immediately assume their duties.
• A new set of by-laws will be created.
• A larger set Corporate Members will exist.
• An election of some or all boards members will held in accordance with new By-Laws.
• The technical staff will be modified sufficiently so that ALL functions required to maintain and upgrade the site as necessary can be done in a timely manner without my input or active participation.

Note to the Advisory Panel. This will also be the start of a thread in our area to serve as a starting point to actually make these happen.

Note to those who could care less about all this. We will try to keep the discussions of the corporate process to a minimum. We want to make sure the focus of this website stays where it should, woodworking

[toolferone]

In keeping with your signature line, I will add that I am glad it was you who was doing all that typing ! Are we having fun yet?

Thanks for all the hard work, and I look forward to helping with all this.

[ScottM]

Steve, I am sure I am not alone in saying this but whatever you need from me just ask. THANKS Mr President, Mr. VP, Mr Treasurer.........

[TracyP]

After all that typing you must have writers typer cramp. If I can be of any assistance just let me know. Thank You

[Mike Davis]

I accept all of the blame and none of the responsibility.

I am glad that somebody listened to one of my crazy ideas for once.

[Bas]

Steve, this has got to be one of the funniest posts I've read on this site in a long time.

I'm glad the meeting went smoothly, if I had attempted something like that the President and Treasurer would have probably gotten into an argument, and I'd have needed 6 months of psychotherapy to get all the voices in line again...

But, even though this is a big 'distraction', this is a good thing you're doing. Continuity is always a big challenge. And in this situation, having the right structure in place ahead of time is very important. Let's face it, if you did get hit by that bus, everyone here would FIRST pick over your extensive tool collection, and only THEN worry about the web site.

With all that said, I think everyone would appreciate it if you continued to operate as the president, treasurer, founder, web master, papa smurf etc. for another 20 years or so.

[MikeH]

Originally Posted by Bas

But, even though this is a big 'distraction', this is a good thing you're doing. Continuity is always a big challenge. And in this situation, having the right structure in place ahead of time is very important. Let's face it, if you did get hit by that bus, everyone here would FIRST pick over your extensive tool collection, and only THEN worry about the web site.

[

I think we might also be upset that you got hit by the bus.

[skysharks]

Wow, man you do havwe a handle on things. Great job Steve.
If there is anything that I can do for you let me know.
I love being retired, got all sorts of time.

You rock dude.

MAC