Discussion and poll: Donations

[White Warlock]

bah, i meant to post in the incorporation thread. I'm removing it here and moving it there. Mik, i was not aware of California providing a non-share option. How exactly does that one work and is it applicable 'outside of' California, or 'outside' of the U.S.? I suppose we can continue this on the other thread.

[darrenhfx]

So if we take the two polls together, what can we accomplish with some sort of donation structure short of incorporation?

[Keith Mac]

Do not incorporate....financial upkeep and personal ramifications...corporate "owners" are only protected from that which they have no knowledge of...not what they willingly do.

Start collecting donations now...put up a transparent link showing the current information regarding the "fundraiser". Nominate someone who has shown the level of maturity and trust we would feel comfortable holding the funds in an interest bearing account....like an online money market account that can make a few transactions per month. The Infra-Admin can act as the treasurer and liason between ALFA and this "Upstanding Individual".

If there is enough money donated, start by trying to pay an outside source to host our servers for the first few months or so and see how it pans out/how much interest we accumulate in NWN2. From there we can at least say we tried this approach first, and look into allocating funds for our "own server set up".

If things go smoothly I will have my new building built in one years time. I have no problem dedicating a server, the juice, and the connection if one of you bums comes out to set it up. I assume I can give remote access to one of you techies and keep the server seperate from my own network I will be setting up. I would offer the PC up I just bought to test the quadcore(already gave link in another thread) but I can't/don't want to leave it running while I'm away from the house. I will pay personally for Moonsea to be hosted if we don't have another alternative until I can utilize my workspace to give it it's own dedicated machine.

Once you get this straightened out, the account info set up and the infrastructure set up I'll send you out $500 to get the account started up. Take my advice and start with the horse.....we can add the cart to the mix later.

[Mikayla]

corporate "owners" are only protected from that which they have no knowledge of...not what they willingly do.

That is an incorrect, and potentially dangerous, statement. The "owners" of a corporation are the share holders in a for-profit enterprise, and the public in a non-profit one. Here, we are concerned with liability for the Directors and Officers, not the "owners".

Directors and officers become personally liable when they break the law and/or operate outside the bounds of their office as defined by the corporations bylaws and policies and procedures. Every Director on a corporate board has basic obligations they owe to the corporation - so long as a Director operates within those obligations, within other applicable law, and within the corporations own bylaws, the Director should be shielded from personal liability regardless of whether he or she knew or did not know about what was occurring.

The short of it is, a director can be shielded for what they willingly do, if what they willingly do is within the bounds of the law and the corporations bylaws. And a director can be held liable for things they have no knowledge of, IF they SHOULD have had knowledge (each director owes a duty to the corporation and in some circumstances, that can mean a duty to know something - like where the money is going - and so liability CAN be based upon a lack of knowledge if it can be shown that the director SHOULD have known).

Anyway, point being, KM's statement here is not accurate and should not be relied upon.

[fluffmonster]

If each of the admin write "I love Burt" across their arsecheeks in permanent marker pen I shall donate the princely sum of £10. Yes, British Pound Sterling. I believe that's about a million of your US dollars.

damn, and I did it for free.

[MShady]

To prevent a situation where a bunch of people donate money, yet we fall short and try to figure out what else to do with it, you might want to do it as pledges first. See how much people WILL give, and if its in the ball park, the request the funds...

Mike

[zicada]

To prevent a situation where a bunch of people donate money, yet we fall short and try to figure out what else to do with it, you might want to do it as pledges first. See how much people WILL give, and if its in the ball park, the request the funds...

Mike

Yup, ive concidered that. The problem is that alot of our members dont read the forums regularily (or not at all). So whatever people answer in polls here wont really reflect reality. Since the donations button would end up on the main page, and we would obviously send an email reminder about it to every member, we would get a much higher yield over a long period than we can ever hope to get with a poll. As far as Im concerned, the polls we use here are only meant to reflect the majoritys view on things loosely.

Might still add figures to the poll to get some idea atleast,- just wanted to say that we cant really add the numbers up to see where we'll stand.

[White Warlock]

Directors and officers become personally liable when they break the law and/or operate outside the bounds of their office as defined by the corporations bylaws and policies and procedures.

Almost every officer, to date, has acted 'outside' of the bylaws, policies and procedures. When that happens, they get smacked about by the community, but the end result is... shit happens.

Every Director on a corporate board has basic obligations they owe to the corporation - so long as a Director operates within those obligations, within other applicable law, and within the corporations own bylaws, the Director should be shielded from personal liability regardless of whether he or she knew or did not know about what was occurring.

Explain to me this... if a non-profit, non-ownership incorporated entity gets sued, and loses, who pays the fine?

Explain to me also, who pays for the attorney that is 'required' by the U.S. courts to represent said entity?

The short of it is, a director can be shielded for what they willingly do, if what they willingly do is within the bounds of the law and the corporations bylaws. And a director can be held liable for things they have no knowledge of, IF they SHOULD have had knowledge (each director owes a duty to the corporation and in some circumstances, that can mean a duty to know something - like where the money is going - and so liability CAN be based upon a lack of knowledge if it can be shown that the director SHOULD have known).

Actually, that's the crap of it all right there. Misappropriation is a big can of worms here, especially when we're dealing with international membership.

[White Warlock]

Zic, there's a very simple add-on to the php Forums that allows people to donate directly to various members. It gets added to the buttons below. I mentioned it in a link, i believe on the Website Team section. Anyway, A very simple approach to this, is getting the list of members who are taking upon a financial toll, through hosting or otherwise, in maintaining this project and listing them with a Paypal link for each. People can donate 'directly' to those they 'wish' to donate to.

[Mikayla]

WW:

Explain to me this... if a non-profit, non-ownership incorporated entity gets sued, and loses, who pays the fine?

Explain to me also, who pays for the attorney that is 'required' by the U.S. courts to represent said entity?

The ENTITY pays. For example, when San Francisco Pride has legal..."issues" ... (and we do from time to time) we pay an attorney (a very good one who specializes in non-profit representation) and we pay out of the SF Pride accounts - remember, once the entity is incorporated, it can have its own accounts. And actually, depending on what is happening, either the entity or its insurance company pays (ie if the directors and officers get sued they are covered by a Directors & Officers insurance policy).

[White Warlock]

right, another expense is insurance. Btw, i'm familiar with much of this insurance, and it doesn't cover very much. Regardless, insurance becomes yet one more expense. I'm not trying to be difficult, i just think 'all' details of these proposals should be presented, not merely the ones that people want to hear.

[Mikayla]

Believe or not I am not pushing incorporation - I am not making any proposal, I am merely offering my point of view on the advantages of incorporation and this donation mess. The catalyst here appears to be Zic who is driving this at break-neck speed towards donation-without-incorporation (see the "Final" poll). He is the only one to put up a formal proposal. I am not sure why he is pushing this so hard, so fast, but ... thats the way it is.

As for me, well, even given all the disadvantages of incorporation, I am not about to make any real contributions to someone in the hopes that they use it for ALFA, do not misappropriate it, do not hold ALFA hostage, do not become the defacto ALFA dictator, etc. In short, I do not believe Zic's proposal is a good idea.

[White Warlock]

Aye, i think we're on the same page then Mik. This whole scene is not something to be done at breakneck speed. I'm all for quick action, but not when it comes to others spending my money. And i do agree that if we do go this single-source route, ALFA should be incorporated. One without the other is just... well... scary.

[Aitana]

I am not techy smart to be honest, nor do I really understand what this is all about. I understand the basic idea and the basic figures but the details of what is needed and how to go about it I do not. I sort of put my trust in the IA and the TA to do that for me.

But lets all really take a step back and read the polls. If we see the numbers, we are seeing there are many in alfa willing to donate to help the project.

Lets help Zicada rather then look to shoot down everything he looks to do. Havent we done that enough in this community. He is not forcing anyone to pay anything, only saying hey here is my idea yes or no. You voted no, ok don't pay anything. You voted yes well then great you are helping alfa.

He is not making anyone open any checkbooks now. Only saying I was thinking we could do this. You don't have to do anything. No one is saying if you don't do this you have to leave alfa. He is only saying hey do you want to get involved here is one way. I am not rich look everyone knows i still need a new graphics card. But I am willing to say hey I can help here and there. Nothing set in stone. Because Zicada is not setting anything is stone only getting a feel for the communities ideas. And many are just throwing flames rather then taking a step back and saying hmm how do I really feel about the general idea.

[White Warlock]

Actually Aitana, i already voted yes to donations, but so far the discussions about putting it all in one place that is being discussed here, and being posed now in the other thread, i'm frankly quite uncomfortable with.