[PDB-gov] organizational documents

[Daniel Golding]

Considering the relatively small number of folks on this list and the lack
of activity (up until now), its important that this process is promoted a
bit more widely - NANOG ,RIPE, etc mailing lists, and other forums. In
order to have a real mandate, I suggest getting at least 500 folks on
list...

Dan

On Wed, Oct 21, 2015 at 9:55 AM, Patrick Gilmore <patrick at peeringdb.com>
wrote:

> On Oct 21, 2015, at 5:30 AM, Hannigan, Martin <marty at akamai.com> wrote:
> > On Oct 21, 2015, at 02:52, Chris Caputo <secretary at peeringdb.com> wrote:
> >>
> >> 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."
> >
> >
> > Open-ix went to DE. Similar to WA, and friendly to electronic management
> eg board and member voting, etc.
> >
> > I'm ok with whatever the board decides.
>
> I had the same question when we started this. However, after speaking with
> the lawyer, there really isn’t anything our org will gain from DE vs. WA.
> On the flip side, we get free legal counsel in WA, and at least two of the
> people (Chris & Patrick) were involved in a 501(c)(6) set up in WA, so we
> have some experience with this.
>
> Seemed like a good choice. Plus it is not irreversible. Corporations are
> allowed to move.
>
> --
> TTFN,
> patrick
>
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>



-- 
Dan Golding | Network Infrastructure Engineering | dgolding at google.com |  +1
202-370-5916
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