Do you think we should incorporate ALFA ?

zicada · Post by **zicada** » Mon Mar 19, 2007 6:46 pm

Just to get an idea of where the majority stands on this subject.

Check the last page of this thread for more information:

http://www.alandfaraway.org/phpbbforum/ ... 907#419907

Feel free to post arguments for/against this.

Please stay on topic on this thread.

Poll will last 7 days.

Leareth · Post by **Leareth** » Mon Mar 19, 2007 6:54 pm

I can understand why you might want to do this if we're going to be giving people money. It would ensure accountability but seems a bit overkill and overly formal. At this point trust and informal means might be better.

Leareth

zicada · Post by **zicada** » Mon Mar 19, 2007 6:59 pm

Leareth wrote:I can understand why you might want to do this if we're going to be giving people money. It would ensure accountability but seems a bit overkill and overly formal. At this point trust and informal means might be better.

Leareth

I personally agree.

hollyfant · Post by **hollyfant** » Mon Mar 19, 2007 7:00 pm

Will the licenses of NWN and/or NWN2 in any way limit our options?

zicada · Post by **zicada** » Mon Mar 19, 2007 7:04 pm

Not sure. I really hope Mik can be active in this thread to answer questions like this.

Mikayla · Post by **Mikayla** » Mon Mar 19, 2007 7:17 pm

As long as the corporation operates on a non-profit, donation basis, we should not run afoul of the NWN or NWN2 licenses. If we make any charge/donation mandatory, then yes, we will run afoul of the licenses. In short, I believe we can ask for voluntary donations, but we cannot demand fees. If we actually move forward with this, we should do more research of course, but at the moment, I believe we can operate a membership based non-profit on a donation basis without running afoul of the licensing agreements.

Mord · Post by **Mord** » Mon Mar 19, 2007 7:25 pm

roflno

Mikayla · Post by **Mikayla** » Mon Mar 19, 2007 7:34 pm

Lets assume that ALFA decides to make a bunch of donations to someone for a single server or single set of servers to run ALFA's mods.

If ALFA is incorporated:

The people with the money are legally accountable to ALFA, as the money and servers are owned by ALFA, not them.

ALFA will be run by folks who are legally elected/selected and there will be legal ways to remove them if needed.

ALFA's corporate status provides a legal shield for ALFA's members and officers.

If ALFA is NOT incorporated:

The person with the money is not legally accountable to ALFA - indeed, once the money is donated and the server(s) set up, that person effectively owns ALFA and can do as they please - all they have to do is use their control over the server as a bargaining chip. They have the mod, the vault, everything, in their hands - so, basically, that person gets to dictate to the rest of ALFA what the rules are going to be, whats going to happen, etc. Forget the charter, forget the other Admin, you will have one person with real power - and if that person does not get their way, they can just walk away with the money, the server, the mods, etc. Think it won't happen? More than one ALFAn has already tried to hold a server or the vault hostage because they were angry about this or that. Power corrupts - absolute power corrupts absolutely. Accordingly, we should not give absolute power over ALFA to anyone.

Having said that, I am still not a huge fan of incorporation, but I am also not a huge fan of this donate-to-make-a-single-central-server-plan either. From my perspective, IF we decide to go with a central super-server(s) via donations, then we should incorporate. But, if we DON'T go forward with the central super-server idea, then we do not need to incorporate.

zicada · Post by **zicada** » Mon Mar 19, 2007 8:01 pm

Mikayla wrote:Lets assume that ALFA decides to make a bunch of donations to someone for a single server or single set of servers to run ALFA's mods.

If ALFA is incorporated:

The people with the money are legally accountable to ALFA, as the money and servers are owned by ALFA, not them.

ALFA will be run by folks who are legally elected/selected and there will be legal ways to remove them if needed.

ALFA's corporate status provides a legal shield for ALFA's members and officers.

If ALFA is NOT incorporated:

The person with the money is not legally accountable to ALFA - indeed, once the money is donated and the server(s) set up, that person effectively owns ALFA and can do as they please - all they have to do is use their control over the server as a bargaining chip. They have the mod, the vault, everything, in their hands - so, basically, that person gets to dictate to the rest of ALFA what the rules are going to be, whats going to happen, etc. Forget the charter, forget the other Admin, you will have one person with real power - and if that person does not get their way, they can just walk away with the money, the server, the mods, etc. Think it won't happen? More than one ALFAn has already tried to hold a server or the vault hostage because they were angry about this or that. Power corrupts - absolute power corrupts absolutely. Accordingly, we should not give absolute power over ALFA to anyone.

Having said that, I am still not a huge fan of incorporation, but I am also not a huge fan of this donate-to-make-a-single-central-server-plan either. From my perspective, IF we decide to go with a central super-server(s) via donations, then we should incorporate. But, if we DON'T go forward with the central super-server idea, then we do not need to incorporate.

The scenario for ALFA not beeing incorporated is pretty much how things have allways been in ALFA though isn't it? Things like the website, ftp, vault etc, have allways been hosted by a single individual. It has also proven to work out pretty well in the last 5 years, except one situation involving myself beeing extremely emo that resulted in the vault beeing down for 25 minutes total

Generally i personally think we have more or less proven that trust in individuals does pay off in a PW like this. The current proposed changes are only efforts to do it in a more organized and professional manner.

Mikayla · Post by **Mikayla** » Mon Mar 19, 2007 8:08 pm

The vault has always been in the hands of one individual, and yes, I am thinking of that one time when you went, as you put it, "emo." That kind of incident is bad, with the vault being held hostage, but it would be even worse if it was not just the vault, but every mod, and the $7000 server people had donated money for. If its just the vault, well, we find someone else to host, load a back-up copy of the vault and away we go (even if missing some progress on our PCs and mods). If, however, its the server and such - well, there goes the $7000 donated dollars.

So, say member Cartman is the one to whom we donate all the money and who runs and owns the server. And say one day, Cartman does not like the DM/Player rule and wants to eliminate or expand it? Can we really say no? Cartman can simply pull ALFA down and walk away with our $7000 if he wants. There are more insidious implications as well - say Cartman is not elected as an Admin, but still wants Admin level access to everything - how do you deny him when he can pull the plug on the entire project? And, say Cartman gets drunk and offensive in chat and starts insulting other members left and right - can we really de-op him if holds all of ALFA in his hands?

The point being that giving someone so much unchecked power is an invitation to act poorly, even childishly, and could cause ALFA a great deal more heartache than we want for the moderate benefit of having a centralized server without incorporating.

zicada · Post by **zicada** » Mon Mar 19, 2007 8:22 pm

Mikayla wrote:The vault has always been in the hands of one individual, and yes, I am thinking of that one time when you went, as you put it, "emo." That kind of incident is bad, with the vault being held hostage, but it would be even worse if it was not just the vault, but every mod, and the $7000 server people had donated money for. If its just the vault, well, we find someone else to host, load a back-up copy of the vault and away we go (even if missing some progress on our PCs and mods). If, however, its the server and such - well, there goes the $7000 donated dollars.

So, say member Cartman is the one to whom we donate all the money and who runs and owns the server. And say one day, Cartman does not like the DM/Player rule and wants to eliminate or expand it? Can we really say no? Cartman can simply pull ALFA down and walk away with our $7000 if he wants. There are more insidious implications as well - say Cartman is not elected as an Admin, but still wants Admin level access to everything - how do you deny him when he can pull the plug on the entire project? And, say Cartman gets drunk and offensive in chat and starts insulting other members left and right - can we really de-op him if holds all of ALFA in his hands?

The point being that giving someone so much unchecked power is an invitation to act poorly, even childishly, and could cause ALFA a great deal more heartache than we want for the moderate benefit of having a centralized server without incorporating.

The phrase "someone like wynna" has been used a few times. She would be the perfect candidate for this in my opinion. I believe the majority here do not think she would get drunk in chat and abuse people left and right, nor run away with the server if she didnt get her idea of change through.

My point is, as long as its the right individual, i think trust is the way to go.

Are there other ways of legally binding more than 1 person to a contract ?

Nyarlathotep · Post by **Nyarlathotep** » Mon Mar 19, 2007 8:30 pm

If we accept money I say yes. Not only for the reasons given but also because whoever is the actual legal owner of the server will now be the target of any potential litigation. We have in the past had former disgruntled members threaten legal action, it was beyond silly of course, but once money gets involved such threats begin to take on some legitimacy. The thing about lawsuits its not whether you win or lose but how much you need to spend defending yourself.

So if we do accept donations and don't incorporate we should then set a max limit on donations, so if someone does elave and demands their money back it could easily be returned.

Mikayla · Post by **Mikayla** » Mon Mar 19, 2007 8:36 pm

"Co-ownership" and a "5-way" ownership is another way of saying (in legal terms) a "Partnership." There are many kinds of legal partnerships, and I am certainly not an expert on them. They are characterized, so far as I know, by a contract amongst the partners (both General Partners and Limited Partners). And such a partnership, if legal, is no less complex than a non-profit corporation. Indeed, it may end up being more complex, and it provides no corporate veil of protection for the partners. So, for example, say we have 5 folks who enter into a partnership for ALFA, call it the ALFA Partners, and then someone posts kiddie porn or something else awful in the library and ALFA is sued - the partners will be personally liable, not "ALFA." There is no corporate shield for them.

But as I said, I am by no means an expert on partnership law - thats most common in the real estate industry, movie industry, etc. I have dealt a lot with corporations (both profit and non-profit) and not so much with partnerships (other than the law firms I was with, which are partnerships, but trust me, that is not the kind of partnership pyramid we want to model ourselves on).

Also, once set up, how do you change out the partners? I am not sure we could, at least not very easily, meaning we get stuck with the same 1-5 people running ALFA for basically ever. So, I am not sure that is a good viable option.

As for the "Wynna" option, have you asked her? Its my understanding, from the last time I spoke with her, that she is rather busy with things outside of ALFA and I doubt she could donate the amount of time necessary to serve as ALFA's server host, donation collector, vault host, etc.

Anyway, those are my thoughts on the issue.

Grand Fromage · Post by **Grand Fromage** » Mon Mar 19, 2007 8:37 pm

Mikayla wrote:As long as the corporation operates on a non-profit, donation basis, we should not run afoul of the NWN or NWN2 licenses. If we make any charge/donation mandatory, then yes, we will run afoul of the licenses. In short, I believe we can ask for voluntary donations, but we cannot demand fees. If we actually move forward with this, we should do more research of course, but at the moment, I believe we can operate a membership based non-profit on a donation basis without running afoul of the licensing agreements.

I've asked about this before and yes, as long as all the donation is voluntary, it's fine. Charging a fee is what's against the EULA.

zicada · Post by **zicada** » Mon Mar 19, 2007 8:42 pm

Oh i definately do not mean that she whould serve as anything but the one making the purchase, and beeing owner on paper. Obviously the day to day operations falls under IA + staff.

Thanks for the input Mik!

We know what our options are now.

1. Have a trusted individual set up to recieve donations and purchase what we need. And become the owner of that equipment on paper.

2. Incorporate and adopt a business-like approach according to US law, with major changes to the organization and way we do things.