"4/26/98 12:21:15 PM","Nancy","I contacted an lawyer, had an initial conference yesterday, on this matter."
"4/26/98 12:21:32 PM","Nancy","He is going to advise on the 1023, but stresses this does NOT make him the corporate lawyer."
"4/26/98 12:21:53 PM","Nancy","I think he's a good one, he raised a couple issues that I had thought about, been concerned about, and was impressed."
"4/26/98 12:22:22 PM","Nancy","He is going to look into whether our method of holding Board Meetings is strictly legal, but he thinks it is."
"4/26/98 12:22:31 PM","Clipper","From your impresion of him, he sounds like a good one."
"4/26/98 12:22:32 PM","Jan","There are probably certain ""keywords"" that have to be included in the response. I think it is well worth it to check it with a layer."
"4/26/98 12:22:49 PM","Nancy","He felt this was all innovative and was impressed, and future wave, so to speak, of where the rest of the world may be going."
"4/26/98 12:22:57 PM","Jan","Oops - lawyer"
"4/26/98 12:23:36 PM","Nancy","Jan, my feeling exactly. I specifically placed in my response to the IRS that I wanted a lawyer to respond if my response was not sufficient."
"4/26/98 12:24:10 PM","Nancy","Howeve, I talked to the IRS guy, who seemed reasonable, and the lawyer said he was only looking for more information, that an attorney was not really needed."
"4/26/98 12:24:28 PM","Nancy","However, we have on our to-do list, to have all this reviewed by an attorney, so it is timely."
"4/26/98 12:25:13 PM","Nancy","Now, all this has just been a report to the Board, but if this lawyer is to represent us on the 1023 matter, shepherding the 1023 process to a successful conclusion, then the Board must approve."
"4/26/98 12:26:00 PM","Clipper","I feel we may need this lawyer just for the fact that it shows the IRS we are serious"
"4/26/98 12:26:17 PM","Nancy","Clipper, my thoughts exactly. "
"4/26/98 12:26:54 PM","Nancy","Now, I am willing to provide to the nonprofit another gift of $1,500 to cover the legal expenses of having this representation during the 1023 form processing by the IRS."
"4/26/98 12:26:57 PM","Clipper","It proves we will take appropreate steps to fullfill the mission."
"4/26/98 12:27:09 PM","Jan","The agenda says cost USD 1,500 plus accepting a gift to cover that. Is that you,Nancy?"
"4/26/98 12:27:13 PM","Nancy","This would not be a corporate lawyer retainer at all, limited to about 5-6 hours of work by him."
"4/26/98 12:27:55 PM","Nancy","Jan, yes, my gift. I would pay the lawyer, and provide a receipt to our Treasurer, for compensation. This is the correct procedure."
"4/26/98 12:28:26 PM","Nancy","Since I cannot move, would someone make a motion to accept my gift of 1,500 to cover legal representation during the 1023 process."
"4/26/98 12:28:48 PM","Jan","It seems unreasonable that you should cover that cost alone, Nancy. What compensation would you get from the Treasurer?"
"4/26/98 12:29:15 PM","Clipper","I make a motion to accept Nancy's gift of $1500 to cover legal expenses"
"4/26/98 12:30:06 PM","Nancy","Jan, my costs would be returned to me. In other words, in essence, I am paying for this, but the payment is via Board approval, meaning that I gift $1,500, you accept, you assigne this to legal costs, and the Treasurer compensates me when I present a receipt showing that I have paid the lawyer."
"4/26/98 12:30:42 PM","Nancy","In future, we will cover these expenses out of grant recieved, gifts received. And of course, anyone else wanting to contribute a gift is certainly open to offer!"
"4/26/98 12:31:06 PM","Jan","Sorry if I am unprepared - how much money does TT have?"
"4/26/98 12:32:04 PM","Nancy","Jan, we covered $1,500 in admin and operations costs for 1998 already, with about $1-200 left over. We had a $100 gift, which has just been assigned to Seed Distribution. This is a new expense."
"4/26/98 12:32:10 PM","Jan","Treasurer compensates = pays you back? Gift = loan? TT has the money? Or what am I missing?"
"4/26/98 12:32:21 PM","Nancy","Anyone seconding Clipper's motion?"
"4/26/98 12:32:31 PM","Gerard","i second"
"4/26/98 12:33:31 PM","Nancy","Jan, in order to put all this under Board control, instead of me paying the lawyer and that is that, we need to have a gft accepted by the Board, expenses approved by the Board, so running this through the Treasurer is a necessity."
"4/26/98 12:34:18 PM","Clipper","I think basicly...... She pays the lawyer, also gives $1500. TT gives back the money spent."
"4/26/98 12:34:36 PM","Diana","that's it"
"4/26/98 12:34:47 PM","Nancy","A motion has been made and seconded to accept $1,500 from Nancy for legal expenses related to IRS 1023 form processing. All in favor say Yes, opposed say No."
"4/26/98 12:34:59 PM","Clipper","Yes"
"4/26/98 12:35:03 PM","Diana","Yes"
"4/26/98 12:35:14 PM","Gerard","yes"
"4/26/98 12:35:29 PM","Nancy","Yes"
"4/26/98 12:36:11 PM","Jan","But still Nancy ends up paying the bill. Do we have any plans to reimburse that at a later time, or to get other funding than just Nancy's gifts?"
"4/26/98 12:36:20 PM","Nancy","For Shirley, Yes"
"4/26/98 12:36:45 PM","Clipper","Yes Jan. But for now, Nancy is the grantor because she chooses to be one."
"4/26/98 12:37:16 PM","Nancy","Jan, yes, it is true I end up short the $1,500 which is my gift. In future, we could compensate, yes, but lets see if that is ever necessary. I would not be making the gift offer if I did not have the money to spare."
"4/26/98 12:38:17 PM","Nancy","Jan, I need your vote, as we are short one, else I will have to use Pat's proxy."
"4/26/98 12:39:13 PM","Nancy","Jan?"
"4/26/98 12:39:16 PM","Jan","Still, I find the balance unfair. I do not want us to accept such a gift unless we also committ ourselves to paying it back, i.e. get an income flow from some means (membership cost, asking all members a yearly contribution etc.)"
"4/26/98 12:39:33 PM","Clipper","No"
"4/26/98 12:40:02 PM","Clipper","We are working on the grant asking program"
"4/26/98 12:40:10 PM","Gerard","Jan,,, vote please "
"4/26/98 12:40:13 PM","Gerard","?"
"4/26/98 12:40:24 PM","Gerard","either a yes or a no"
"4/26/98 12:40:24 PM","Clipper","Some to cover general expenses and some for specifics."
"4/26/98 12:40:35 PM","Nancy","OK, we're short a vote. Jan wants to see a caveat on the vote whereby we state that in future, if there is money to compensate, that I and any others helping with startup costs be compensated. This is a separate vote. "
"4/26/98 12:40:39 PM","Jan","Yes, provided the Board will prioritize a grant asking program to covers such cost in the future"
"4/26/98 12:41:18 PM","Clipper","That would meen we should work up a program to pay back ALL grantors."
"4/26/98 12:41:18 PM","Nancy","The motion has passed. Next votecall is in response to Jan's caveat. I'm going to consider Jan's statement as a motion. Any second?"
"4/26/98 12:41:39 PM","Clipper","Lets discuss it first"
"4/26/98 12:42:07 PM","Nancy","Clip, I think this would only require a vote to approve compensation startup costs in the future from gift pool or other admin gifts."
"4/26/98 12:43:01 PM","Clipper","I don't think it's fair at all that Nancy be footing the bill. But if we work up a program to pay her back all her monies, then we would have to do the same for all grantors, leaving us empty and confused."
"4/26/98 12:43:14 PM","Nancy","Clip, we could qualify. If the gifts were to cover starup or admin expenses during this time, when no other pool of money exists, then that would put bounds on the compensation."
"4/26/98 12:43:53 PM","Clipper","Okay, I can live with that. Just didn't want TT in a bad position."
"4/26/98 12:44:43 PM","Nancy","Clip, the motion needs to be stated in such a way that there is no confusion. What we are talking about here are starup costs. "
"4/26/98 12:45:16 PM","Nancy","If we state startup costs during the time when no pool of money was available to the Board to cover these costs, then it will limited."
"4/26/98 12:45:36 PM","Clipper","I make a motion to cover start up costs from futer designated grant monies."
"4/26/98 12:46:21 PM","Nancy","State: compensate any board member who has contributed a gift to the nonprofit during startup period, solely because the nonprofit had no other source of funds. Also state, the specific compensation would be approved by the Board, prior to any compensation being issued."
"4/26/98 12:46:40 PM","Nancy","]A seond?"
"4/26/98 12:46:59 PM","Nancy","From Shirley: ""I'll second it"""
"4/26/98 12:47:10 PM","Jan","Clipper, before seconding - I think we should also commit to starting a grant asking program."
"4/26/98 12:48:03 PM","Nancy","A motion has been made and seconded that we cover startup costs, compensating any nonprofit member who contributed a gift solely for such purpose, from future designated grant moneis."
"4/26/98 12:48:14 PM","Nancy","All in favor say Yes, opposed say No."
"4/26/98 12:48:45 PM","Diana","YES"
"4/26/98 12:48:48 PM","Clipper","I make a motion to compensate any board member who has contributed a gift to the nonprofit during start up period, solely because the nonprofit had no other souce of funds. The specific contribution would be approved by the board prior to any compensation being used."
"4/26/98 12:48:52 PM","Gerard","yes"
"4/26/98 12:48:56 PM","Clipper","Yes."
"4/26/98 12:49:10 PM","Nancy","Jan, the fact that we are on the web, also applying to foundations, IS a grant asking program. General admin is always an option. Our first $100 was non-specified."
"4/26/98 12:49:37 PM","Jan","I second Clipper's motion for compensation"
"4/26/98 12:49:40 PM","Jan","Yes"
"4/26/98 12:49:51 PM","Nancy","Also, Jan, we have previously approved in our Bylaws, that Admin costs are to be taken from Grant monies."
"4/26/98 12:49:56 PM","Nancy","Yes"
"4/26/98 12:50:49 PM","Nancy","For Shirley, Yes"
"4/26/98 12:50:57 PM","Nancy","Diane?"
"4/26/98 12:51:08 PM","Nancy","Sorry! Say your yes."
"4/26/98 12:51:16 PM","Diana","yup"
"4/26/98 12:51:20 PM","Nancy","Ooop, I mean I just SAW your yes"
"4/26/98 12:51:44 PM","Nancy","The motion passes. I'll send the $1,500 check to the Treasurer."