[PDB-gov] organizational documents
secretary at peeringdb.com
Tue Oct 20 18:52:32 PDT 2015
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."
- "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?
More information about the Pdb-gov