I also meant to send this to the list, Thursday morning. MJ
---------- Forwarded message ---------- From: Mark R Dobyns Jones <[EMAIL PROTECTED]> Date: Oct 25, 2006 11:58 AM Subject: Re: SPI and the case of dissolution To: martin f krafft <[EMAIL PROTECTED]> On 10/25/06, martin f krafft <[EMAIL PROTECTED]> wrote:
Hi, I wonder how SPI handles the case of dissolution; if the entire organisation became incapacitated, what happens to the trademarks? Or how do you guard against the dissolution? I am sorry if this is blunt, but I could not figure it out from the bylaws and I am new in this area and trying to make sure I don't screw the founding of Debian Switzerland up. If Debian Switzerland dissolved, everything we hold would be transferred to SPI. -- .''`. martin f. krafft <[EMAIL PROTECTED]>
I'll try for a very brief and not entirely accurate introduction to this huge topic. The short answer is corporate life has its risks. Note that dissolution refers to the a very narrow moment: the instant and process a corporate body goes out of existence, and a great deal happens before then for nearly any corporate body. There is guidance on the SPI "corporate charter" or "articles of organization"; SPI's charter calls itself "certificate of incorporation." The corporation is a New York State (U.S.A.) corporate body, so dissolution process would involve New York State laws and processes. See: http://www.spi-inc.org/corporate/certificate-of-incorporation Since SOFTWARE IN THE PUBLIC INTEREST, INC. elected to obtain tax exempt status via U.S. federal laws, it was required to specify in its charter, that in the case of dissolutions, its remaining assets go to similar tax exempt organizations, termed 501(c)(3) organizations after the U.S. Federal tax law that specifies a particular kind of tax exempt organization. Here's the charter's reference to dissolution procedures: NINTH: In the event of dissolution, all of the remaining assets and property of the organization shall, after payment of all necessary expenses thereof, be distributed to organizations that qualify under Section 501 (c) (3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws, or to the Federal government, or State or local governments for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of New York. For a voluntary winding up of the affairs of an organization (a term conceivably referring to five- to twenty-year process), which occur in planned way, various appropriate and intentional business-like actions can be taken to set up projects, assets and so forth into new corporate bodies appropriate to the mission of those projects, and the mission of the original corporation. Long long before dissolution is approached. (If SPI were subject to an involuntary process that led tor dissolution, speculatively, via a bankruptcy proceeding or successful suit in which all of the assets were turned over to some other entity, those processes would occur before the dissolution of the corporation as a category of "necessary expenses" noted in section NINE in the charter.) In the corporate world, nothing is forever, and for that matter, no sovereign nation is forever. One guards against dissolution by having good corporate practices, staying solvent, having clear decision making processes, preventing intractable or unresponsive individuals from becoming members the board, and staying out of trouble generally, keeping required filings and reports to sovereign authorities up to date, and having an activity and mission that is self sustaining. On the question of trademarks, and other assets, there are a variety of means to hold them outside the reach of typical kinds of corporate disaster, but this makes for a more complicated permission to use or license those assets. ~Mark Jones _______________________________________________ Spi-general mailing list [email protected] http://lists.spi-inc.org/listinfo/spi-general
