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Hello All --
Joe Cushing (my friend who is the attorney who is
actually going to incorporate the AGA for us) and I got together last night and
here is the summary of what we are suggesting for incorporating.
State of incorporation --
Massachusetts. It's cheap in terms of annual costs etc. and seems the best
thing.
Non profit status -- yes,
we are going to apply for 501 (c) 3 Federal status. This involves my having to
do some form filling-out, and then an annual federal report each year. It will
mean that we don't have to worry about the money we earn in interest each year,
which is not insignificant, or about our not charging sales tax,
etc.
General thoughts about the structure
-- we have tried to make it a lean and easily manageable
corporation, which is responsive to the members, but not governed completely by
the general membership.
We have opted for the primary governance of the
corporation, and thus the AGA, to be by the Board of Directors.
The Board will consist of 7 Directors. They serve
for 3 years terms, and each year we replace 2, 2 and then 3
Directors.
Directors are replaced by having a Nominating
Committee propose how ever many nominees for Director they want each year (with
a minimum being the number of Directors that need to be replaced each year) to
the Board. The Nominating Committee is composed of 3 people from the Board and 2
from the membership at large. All 5 are appointed by the Board.
Operating Officers -- The Board appoints a
Chairman, a President and a Clerk/Treasurer ( President, Clerk and Treasurer are
the 3 officers required by Mass corporate law, and the Clerk and Treasurer can
be -- should be -- the same person). The Clerk must be a Mass resident, or if
not a Mass resident then a Mass resident must be appointed Resident Agent.
Removal of a Director -- a vote of 2/3 of the Board
can remove a Board member.
Meetings -- can be held in person, by phone, fax or
email. One annual meeting is required, but this can be by any
method.
Other committees -- the Board appoints any other
committees and their heads as desired.These report to the Board. Suggested ones
would be Publication, Convention, Contest, Membership, Book & Back Issue
Sales, etc.
That's about it.
I would like for Erik to moderate a week or so of
discussion amongst us, and then I will give our final decisions to Joe Cushing,
and it will take him a week or two to get the filing done. The goal is for us to
be incorporated by the November convention.
So -- Erik please outline how you would like the
discussion to proceed.
Thanks.
David
David Lass
ForPower Inc. "Transforming data into information" 617.720.5770 www.forpower.com Villa SunScape 3 bedroom 4 bath luxury vacation villa on beautiful St. Thomas, U.S. Virgin Islands 781.581.1788 www.villasunscape.com |