[PDB-gov] organizational documents

Hannigan, Martin 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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