[PDB-gov] organizational documents

[Chris Caputo]

Hi Chris,

On Tue, 20 Oct 2015, Chris Malayter wrote:
> I would suggest you incorporate in a friendly state for not-for-profits.  
> Aka, Arizona or Delaware…not Washington.

Is there something you know about Washington state which suggests it is 
not a friendly state for not-for-profits?

The attorney (Steve Fisher, Foster Pepper) we have been working with so 
far, provided us with the following when we considered other states:

  - "A lot of for-profit companies (almost all publically traded 
    companies) file in Delaware because there is a massive body of 
    judicial decisions about shareholder rights, board of director and 
    officer liability, merger rights for shareholders, hostile take-overs, 
    minority shareholder protections, etc.  I just have never heard of 
    going to DE for non-profits.  We have hundreds of non-profits at the 
    law firm but I couldn't find one this morning in my search that was 
    Delaware.  Washington corporate law is basically identical to Delaware 
    corporate law, especially with respect to liability of its officers 
    and directors.  You are only going to be liable as an officer or 
    director if you commit tax fraud securities fraud, or some other 
    heinous act and the non-profit corporation won't shield you 
    personally.  That is the same in Delaware as it is in Washington."

and:

  - "I'm happy to do this for you gratis, but only if it is a Washington 
    non-profit.  I don't really want to learn the nuances of articles, 
    bylaws, board meeting minutes and annual filing requirements for 
    Delaware.  While we have hundreds of for-profit corps we maintain in 
    Delaware, we would have to get up to speed on non-profits including my 
    paralegals and other staff that do the routine paperwork."

> I would recommend a term limit of 3 terms.

Not counting the Initial Director term from end of this November through 
to the first annual meeting in April 2016, with the current draft 3 terms 
would be 5 or 6 years total, depending on the staggering of seats.

Can you speak more to this need?  Also, are you thinking of a limit of 3 
terms total in a lifetime or a limit of 3 consecutive terms?

Thanks,
Chris