Re: AGA incorporation

[Neil Frank <nfrank@mindspring.com>]

David, 
Thanks for making this happen so quickly. I agree with your goal to
complete the process by Nov.

A couple quick comments/questions.... some are the obvious.

Why 7 directors not 5. I have no objection against 7 . Just wondering about
the transition from our current 5 to 7. How would this work?

>From the structure outlined, does Mass corporate law describe the different
roles and responsiblities of chair and president. How might they be applied
to our organization? Sounds like an opportunity to share the leadership
resposibilities .
--Neil
PS. I appologize in advance if I ask a question twice.

At 11:43 AM 08/18/2001 -0400, David VillaSunscape wrote:
>   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. & 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 
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