[PDB-gov] organizational documents
marty at akamai.com
Wed Oct 21 02:30:55 PDT 2015
> 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.
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