[PDB-gov] organizational documents

Patrick Gilmore patrick at peeringdb.com
Wed Oct 21 06:55:20 PDT 2015

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.


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