Vote to create a Wyoming Non-Profit

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Should we Create a Wyoming Non-Profit?

  • No

    Votes: 0 0.0%
  • Abstain

    Votes: 0 0.0%

Have not voted

Guides Brian Deery

Authority Nodes Factom Inc. Factom Inc.

  • Total voters
    28
  • Poll closed .

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#1
Hi Everyone,
If you have not already done so, please carefully read-up on this thread. It contains essential content. Thank You

Non-Profit Creation

High-Level Rundown:
  • We need an independent entity to hold various community assets such as FactomProtocol.org, Factomize.com, and any future trademarks, intellectual property, licenses, etc.
  • The state of Wyoming provides us the most flexibility (please see previous thread as to why)
  • The standing parties will be 100% responsible for dictating the Non-Profit's bylaws
  • The Non-Profit will play no part in Governance

High-Level Process for Creating Non-Profit
Step 1: Vote on whether to create a non-profit in Wyoming
Step 2: Bylaws discussion -- The "Legal Research Working Group" can provide a framework from which the community can build off of. The community can then discuss, amend, add/subtract bylaws, etc.
Step 3: Once the community is putting the finishing touches on the bylaws, we can begin the process of choosing potential directors
Step 4: Vote to approve bylaws
Step 5: Vote to approve Directors


Thank You,
@Bedrock Solutions @BI Foundation @Blockrock Mining @BuildingIM @Canonical Ledgers @Crypto Vikings @Cube3 @DBGrow @De Facto @factomatic @Factom Inc. @Factomize @Factoshi @Federate This @Go Immutable @HashnStore @LayerTech @LUCIAP @Matter of Fact @Multicoin Capital @Prestige IT @RewardChain @Stamp-IT @Syncroblock @The Factoid Authority @VBIF
 

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#2
This thread is a Major Timed Discussion and I am designed to help facilitate efficient communication.

Guides and ANOs may take part in this discussion and vote. Unless this discussion is ended early or extended, it will end in 8 days after which a vote may take place. After 18 hours from the start of the thread or any point up until 24 hours are left in the discussion, you can make a motion to end the discussion immediately or extend the discussion beyond it's initial time frame by selecting the pertinent button at the top of this thread. If someone "seconds" your motion, a poll will take place and if a majority of voters vote yes by the time the discussion is scheduled to end, the time period will be extended for 72 hours.
 
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#3
At this point, if we have questions regarding this, should we post them here or in the other thread ?

In the other thread it was commented that the non-profit could be the entity hiring core devs and what not and I believe to keep the non profit as neutral as possible, this type of activities should not be done by the foundation.

Otherwise, from what I saw and understand, you have my full support.

Thanks again for taking the time to do that, it is really appreciated.
 
Secured
#5
Hi @Miguel Proulx
At this point, if we have questions regarding this, should we post them here or in the other thread ?
Good question. I just closed the previous thread and directed people to this thread.

In the other thread it was commented that the non-profit could be the entity hiring core devs and what not and I believe to keep the non profit as neutral as possible, this type of activities should not be done by the foundation.
This is something for the standing parties to figure out when we discuss the bylaws... However, I agree with you and @David Chapman that core developers should not be housed in this entity.
 
Secured
#7
Canonical Ledgers supports the formation of a non-profit in the state of Wyoming. We thank the Matt and the rest of the Legal Working Group for all their hard work on this topic and for taking the initiative to make it happen. Matt, I especially appreciated the way you summarized the key points both in this thread and the last one. That's really helpful in getting the gist quickly. Great work.
 

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#9
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#13
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#14
Samuel Vanderwaal has seconded the motion to end the discussion early.

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#17
Before starting, I know it is a complex task to perform such a review. So thank you for this thread and for the work provided by all the people involved in this.

The following elements only concern my view on this. We did not share yet our point of view within HashnStore.

My first reaction when seeing Wyoming is to think about how North America centric we already are. Most of the ANOs are from there. Please do not interpret this as a nationalist argument (do not worry, I am not proposing France at all ;) ). I just feel that our Blockchain foundations need to be built all over the world as much as possible. The Foundation being in the US reinforce this tropism.

As a more general statement, we already are a very West-Country community. Let us be careful about this.

Moreover, please interpret the comments/questions below as a necessary challenge for such an important topic.

  • So my first question concerns the location choice; looking at the location of the open source projects foundations list you provided, you missed the Ethereum Foundation in Switzerland as well as the IOTA Foundation in Germany. I guess you are aware of these facts but this list then does not reflect the variety of situations of the main Blockchain Foundations location.
    • Could you tell us the most important drawbacks for putting such a foundation in Switzerland or in the UK compared to Wyoming? On the contrary what are the most important advantages for the UK and Switzerland?
  • In the open source projects foundations list you provided no one is in Wyoming. Many in Delaware (please do not over used US State acronym, this is not obvious for non US resident).
    • Any good reason for this?
  • From previous thread “Board member maximum term: 5 years, default term: 1 year.”
    • Any limit of number of terms/mandates in the State laws?
  • From previous thread “Directors and officers (who are not employees) are not individually liable for any actions, inactions or omissions by the non-profit corporation (excluding liability for intentional torts or illegal acts.)”
    • Could you specify ‘liability for intentional torts or illegal acts”? By the US jurisdiction? Or by international conventions?
  • From previous thread “Unless limited by the articles of incorporation, a non-profit is required by law to indemnify a director or an officer who was wholly successful, on the merits or otherwise, in the defence of any proceeding to which the director or the officer was a party because he is or was a director or an officer of the non-profit against reasonable expenses actually incurred by the director in connection with the proceeding.”
    • What kind of proceedings could we imagine?
  • From previous thread “5. Wyoming already has friendly Blockchain legislation in place. Crypto currencies are exempt from property taxation and from the Wyoming Money Transmitter Act (they are one of the most friendly states)”
  • And your related answer to Benjamin “It was intended to mean a non-profit that is not exempt from federal and state income taxation” + “The funding from the grant pool to the non-profit will be tax free at the state level regardless of the exempt status of the entity. If the non-profit is not exempt from the federal income tax, then it will have to deal with the federal income tax. We did not have an opinion from an accountant but will engage an attorney licensed in the Wyoming to set up the non-profit properly and will consult about the tax issues as well.”
    • I think this is the case for many non-profit structure all over the world as long as you do not host lucrative activities.
    • It is a good argument on a pure financial point of view but not really for getting “credibility” which is the most important thing IMO.
    • What could be the overall tax level (State + Federal)?
  • “6. No corporate income tax (only applicable if we pursue a non-exempt non-profit)
    Estimated Setup Cost: $5,000-$10,000”
    • Comment: A bit expensive IMO but not extravagant.
  • “3. The non-profit can be funded via the grant pool and/or ANO contribution”
    • Comment : I do not like the idea of the grant pool as some ANOS are at 0% efficiency and I feel that all ANOS should participate to the funding of this foundation.
  • The Sheridans document looks non-professional not because of the wording but because there is no professional canvas no signature.
    • I guess there is a reason maybe? Not an official commitment from them? Actually what are the costs related to this advice (sorry if this is mentionned in the legal grant document)?
  • “Future Functions » in Annex 1 are potential future functions.
    • Comment: As mentioned, some people do not think it is right to have the foundation hiring core developers nor helping with governance.
  • From the previous thread one of your answer “We do not believe we need to hire a CEO, but we do need certain officers (president, treasurer, secretary) per the requirements under the WY law, but these positions can be held by the same person. The officers should not be compensated because of the limited scope of the activities the non-profit will conduct. But this should change if the day-to-day operation becomes too demanding.”
    • If we decide to maintain a limited scope, then the day-to-day operations should be very limited. We could set in the bylaws that there is no remuneration for the officers. This would be an extra limit to avoid any excess in the future.
  • From the previous thread. David Chapman comment “F. We're going to need a good conflict of interest statement.G. We'll need to properly codify for annual meetings, regular meetings, and special meetings and who should be allowed to attend.
    H. For the board of Directors we're going to need to define terms (if any), qualifications, and various meetings for them. Then of course compensation (if any) and probably a bunch of other things that aren't coming to mind right now.”
    • How many meetings do you foresee? If the scope of the foundation is very limited I only see one meeting being mandatory.
    • Could these meetings be virtual meetings? Or should be hold in the Wyoming state?
  • From Mike Buckingham “Some of these have been listed, we need to be sure that the list is both comprehensive yet simple. Isn’t the biggest risk here that we create a layer of bureaucracy with it’s attendant problems. »
    • Comment: I am concern about this layer of bureaucracy.
  • From David Chapman “Matt, do you feel trademark / IP would cover the ability of the non-profit to enter into licensing agreements on behalf of the protocol that extend to ANOs / Core Devs / etc? And do we want the non-profit to have that ability when directed by the Standing Parties (I think yes).”
    • I think we should specify that this future licensing (if any) should be non-lucrative. It would be there just to keep control on the trademark and on the way it is used by external parties.
 
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Chappie

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#18
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#19
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#20
Hi @Matthias Fortin , thanks for the super detailed write-up. I really appreciate you digging through everything and holding the Legal Research Working Group accountable!

My first reaction when seeing Wyoming is to think about how North America centric we already are. Most of the ANOs are from there. Please do not interpret this as a nationalist argument (do not worry, I am not proposing France at all ;) ). I just feel that our Blockchain foundations need to be built all over the world as much as possible. The Foundation being in the US reinforce this tropism.
1. We are highly against creating a Foundation. Foundations are much more complex. I'd go as far as to say that what we (Factom protocol) need vs. how other projects are structured is really an apples-to-oranges comparison at this point in time due to us being so much further along. Most other projects with a Foundation are still centralized. They hold the ICO funds, they hold all the IP, they may be the sole validators, and they are 100% run by their creators. What we are after is the exact opposite of that. What we need is a non-profit structure.

I think people hear the word "foundation" or" non-profit' and automatically assume that it will have a ton of power and will be a huge centralization risk. With other projects, that's the case. With us though, not at all. Just to reiterate, the standing parties will be in 100% control since they will control the bylaws. If you were to make a list of centralization/power consolidation concerns with our project, all of the following would be above the non profit" in regards to risk (in no order):

A. Guide power
B. Colluding ANOs
C. Having core code/licensing more-or-less controlled by a single entity (note: we are moving in the right direction on this)

To hammer home the point, the Non-Profit will be ale to yield no power assuming this is how we structure the bylaws. The standing parties have 100% control.

2. As far as jurisdiction location, that's secondary to other concerns (i.e., standing parties being able to be in 100% control of bylaws, maintenance costs of non-profit, non-profit flexibility, tax concerns, etc.). I'd personally rather optimize for the ideal structure instead of something I consider somewhat cosmetic - location. Finally, fair or not, the USA tends to dictate a lot of world-wide policy, so having the non-profit located in the USA does make a lot of sense.

So my first question concerns the location choice; looking at the location of the open source projects foundations list you provided, you missed the Ethereum Foundation in Switzerland as well as the IOTA Foundation in Germany. I guess you are aware of these facts but this list then does not reflect the variety of situations of the main Blockchain Foundations location.
We didn't "miss" these, its just that not everything makes its way into reports :)

The list was not intended to be exhaustive. It was the starting point of the research and was not to illustrate a specific point of view. We were aware of the foundations you mentioned above, but the potential Factom non-profit resembles more of a traditional open-source project foundation than a blockchain foundation. A large number of blockchain foundations were founded to conduct ICOs or to maintain the funds raised in the ICOs. The jurisdiction selections for such foundations were/would be significantly affected by a country's regulatory climate concerning ICOs and securities laws. Factom passed ICO stage a long time ago and the foundation is not to manage ICOs funds in any way. It is simply to hold and maintain the community website and other items that need an entity to house. The regulatory uncertainty regarding blockchain technology or cryptocurrency does not necessarily affect our foundation to the same extent as other blockchain foundations. Our foundation is not really in an uncharted territory. Traditional open-source project foundations serve good precedents for us to follow or at least to draw guidance from.

Could you tell us the most important drawbacks for putting such a foundation in Switzerland or in the UK compared to Wyoming? On the contrary what are the most important advantages for the UK and Switzerland?
The major reason that we did not recommend Switzerland is that a Switzerland foundation needs to have at least one board director with signatory power to be a Swiss citizen, or a citizen of a member state of the EU or of the European Free Trade Association (EFTA) with his/her domicile in Switzerland. The residency requirement adds compliance burden to the foundation and it is uncertain if we are able to maintain a director from Switzerland continuously. Additionally, Switzerland requires an initial capital contribution of CHF 50K, which would add complications to the formation process.

Also, I am sure people are aware of the past debacle that the Tezos Foundation had to endure in regards to their Switzerland setup. Cardano is dealing with a very similar Swiss headache right now. If these two projects had a system where standing parties where in 100% control of the bylaws (like our Wyoming non-profit would), their disasters could have been averted.

The recommended entity type in UK is "Company Limited by Guarantee." A couple reasons that we did not select UK:
(i) A company limited guarantee needs to have members. The members have no share in the company and are guarantors of the company, which are undesirable especially when there are options for the foundation to have no members at all.
(ii) The availability of indemnification for directors is significantly limited under the UK law compared to the WY law. See the excel - High-level US vs Europe D8.

In the open source projects foundations list you provided no one is in Wyoming. Many in Delaware (please do not over used US State acronym, this is not obvious for non US resident).
As mentioned before, the list was the starting point of the research. We basically wanted to see where these foundations were formed. Because our project resembles traditional open-source projects, we have other needs and purposes. One of the considerations was that we wanted to keep the non-exempt option (in other words, the non-profit may be subject to income tax). If we pursue this route, whether a state imposes income tax and a state's stance on cryptocurrency taxation will come into play. Wyoming has no income tax or gross receipts tax on entities and cryptocurrencies do not subject to taxation as property in Wyoming. The majority of the listed open-source foundations are exempt entities and they usually do not have such considerations. Additionally, Delaware does not have an independent statute for nonprofit organizations. Their nonprofit laws are not as established as the laws for for-profit entities. Delaware is not the best state for nonprofit but it is still the default state to a lot of people because of the popularity it gains among the for-profit start-ups. (Unrelated notes: Few reasons that it is popular for for-profits: (i) Delaware law favors management and majority shareholders over minority shareholders; (ii) indemnification availability is well-established; (iii) management and majority shareholders often have significantly more flexibility in many areas of corporate governance.) Lastly, Delaware nonprofits have members though failure to have members will not affect valid corporate acts.

From previous thread “Board member maximum term: 5 years, default term: 1 year.”
  • Any limit of number of terms/mandates in the State laws?
Board member maximum term: 5 years, default term: 1 year. - These are the requirements from Wyoming state law.

Could you specify ‘liability for intentional torts or illegal acts”? By the US jurisdiction? Or by international conventions?
"If a director will be indemnified" is governed by the Wyoming laws. However, if an action was illegal or if a director commits torts would be determined by laws in relevant jurisdictions.

From previous thread “Unless limited by the articles of incorporation, a non-profit is required by law to indemnify a director or an officer who was wholly successful, on the merits or otherwise, in the defence of any proceeding to which the director or the officer was a party because he is or was a director or an officer of the non-profit against reasonable expenses actually incurred by the director in connection with the proceeding.”
  • What kind of proceedings could we imagine?
Court proceedings.

  • I think this is the case for many non-profit structure all over the world as long as you do not host lucrative activities.
  • It is a good argument on a pure financial point of view but not really for getting “credibility” which is the most important thing IMO.
  • What could be the overall tax level (State + Federal)?
Not all nonprofits are exempt entities. Some of nonprofits are subject to income taxes. If a nonprofit is exempt from income taxes, there are additional regulatory requirements from the taxing authorities. We MAY choose not to exempt from income taxes to lower the compliance burden. Also, the scope of the foundation activities may prevent the nonprofit from being qualified for tax exemptions even though it is not for profits.

The tax burden should not be high because the foundation is not to host lucrative activities. But if it is not exempt, it will still have to file tax returns with the respective authorities.

The Sheridans document looks non-professional not because of the wording but because there is no professional canvas no signature.
  • I guess there is a reason maybe? Not an official commitment from them? Actually what are the costs related to this advice (sorry if this is mentionned in the legal grant document)?
Sheridans has been involved in the Factom community since Governance ratification, if not sooner. They were very familiar with Factom. They have also advised a top 10 blockchain project on Foundation setup. So, they were a great fit and everything was done very cost-effectively (imagine how much you would have to pay an outside firm to come into our project and simply get up to speed, lol). The signature issue is just an oversight. As far as costs, I don't remember off the top of my head. @DBGrow handles all the billing.

“3. The non-profit can be funded via the grant pool and/or ANO contribution”
  • Comment : I do not like the idea of the grant pool as some ANOS are at 0% efficiency and I feel that all ANOS should participate to the funding of this foundation.
This can be further discussed when drafting the bylaws.

Comment: As mentioned, some people do not think it is right to have the foundation hiring core developers nor helping with governance.
This can be further discussed when drafting the bylaws. I am personally against this also.

From the previous thread one of your answer “We do not believe we need to hire a CEO, but we do need certain officers (president, treasurer, secretary) per the requirements under the WY law, but these positions can be held by the same person. The officers should not be compensated because of the limited scope of the activities the non-profit will conduct. But this should change if the day-to-day operation becomes too demanding.”
  • If we decide to maintain a limited scope, then the day-to-day operations should be very limited. We could set in the bylaws that there is no remuneration for the officers. This would be an extra limit to avoid any excess in the future.
This can be further discussed when drafting the bylaws.

  • How many meetings do you foresee? If the scope of the foundation is very limited I only see one meeting being mandatory.
  • Could these meetings be virtual meetings? Or should be hold in the Wyoming state?
The number of meetings can be further discussed when drafting the bylaws... The meetings can be held virtually.

I think we should specify that this future licensing (if any) should be non-lucrative. It would be there just to keep control on the trademark and on the way it is used by external parties.
This can be further discussed when drafting the bylaws.
 
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#21
Hi Matt,

Thanks for the answer. I really appreciate your positive reaction and your precise answers.

1. I have been using Foundation instead of non-profit organisation. My mistake. These are 2 different structures. You understood that my point was not on this. But it is hard to follow on my side as you tend to use the word “Foundation” in some of your answers also instead of our non-profit.
If you were to make a list of centralization/power consolidation concerns with our project, all of the following would be above the non profit" in regards to risk (in no order):
I completely agree but the fact is we are speaking of the non-profit creation here.

2. Location is not cosmetic at all. We should not be naïve on this point. And this is actually what you say when you write “Finally, fair or not, the USA tends to dictate a lot of world-wide policy, so having the non-profit located in the USA does make a lot of sense.». It has an impact. It is called soft power and geopolitics relationships. This point is actually related to what is “the ideal structure” as you said and/or the best location. From my understanding here are the priorities you followed:
  • Hosting the standing parties,
  • Minimising taxes,
  • Minimising juridical burdens.
What I am saying about location is more about politic and administration pressure. You do not want a State or a Government trying to put pressure on you if you do no act as expected.

This is a very complex topic but we should be aware of that when taking our decision. The US has certainly some relatively large advantages compared to other “government-stable” countries if I can speak this way. But I guess it can have also some drawbacks.

We didn't "miss" these, its just that not everything makes its way into reports
I completely understand that these are not the same type of Foundations but who can do more can do less.
Switzerland: yes this is a no-go definitely. I have seen this in your table. Thanks.
UK: I understand the drawbacks. Do you see any advantages compared to the Wyoming structure?

Thanks for the explanations on Delaware.

Board member maximum term: 5 years, default term: 1 year. - These are the requirements from Wyoming state law.
My point was: could you do a series of mandates (one of 5 years and 10 years later another of 5 years)? Or not? I guess it is not possible but I just would like to clarify/confirm this point.

"If a director will be indemnified" is governed by the Wyoming laws. However, if an action was illegal or if a director commits torts would be determined by laws in relevant jurisdictions
To be sure to understand: Wyoming will evaluate if the Directors are individually liable for proceedings due to action in relevant jurisdictions. Am I correct?

Sure. I actually understood it was about court proceedings. I was more asking for examples you could have in mind. What kind of court proceedings could happen?

Sheridans has been involved in the Factom community since Governance ratification, if not sooner. They were very familiar with Factom. They have also advised a top 10 blockchain project on Foundation setup. So, they were a great fit and everything was done very cost-effectively (imagine how much you would have to pay an outside firm to come into our project and simply get up to speed, lol). The signature issue is just an oversight. As far as costs, I don't remember off the top of my head. @DBGrow handles all the billing.
I do not understand the “lol” part. I am aware lawyer advice is expensive.
It is not my point. I am not in any way questioning the reputation of Sheridans. I am just surprised to find a document from Lawyers which is not signed. I am searching for an explanation that is all.
Still interested in knowing the price if you can disclose this information.

---------------------------------------------------------------------------------------------
For the other points, sure I will ask them during the next steps of this process.
 
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#24
LayerTech is in full support of setting up non-profit in the state of Wyoming. I remember this topic being one of the major points of discussion right after first ANO election round. It is great to see we are getting close to a solution, all thanks for @Matt Osborne and rest of the legal teams.

I do want to chime in about geographic concern raised by @Matthias Fortin and others. I'm of the belief that it is more important to pick a location that is most cost effective and quickly get the non-profit off the ground. Otherwise we will spend another year researching the "perfect" jurisdiction, which does not exist. At the moment, there are simply too much legal fog to do the extensive pros/cons. We can try, but it will cost us millions in legal fee, another year of waiting, and at the end no better understanding.

To pick the right jurisdiction, we also need a better understanding of our legal needs. That unfortunately is in flux as we reform our governance structure and resolve legal contradictions as related to Factom Inc. The goal at the moment should not be finding a perfect legal structure, instead our focus should be to maximize our freedom to change the structure in the future. For that reason, I believe Wyoming is a good solution.

From my understanding it is very simple to dissolve and relocate non-profit. What Matt proposed akin to legal holding company to house community IPs. It does not have governing power (compare to foundations) so we can easily transfer the IPs to a new non-profit later down the line once we have more clarity regarding above two issues.
 
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#25
Hi Xavier,

I agree with you : we need to be pragmatic and fast.

The reallocation possibility is a very strong argument if confirmed.

Me asking questions is not to be annoying or to slow down the process. It is really to understand what are the main points which led to this conclusion and also to be sure we don't miss something important. Double check is always better than a simple one. And on the long term it saves you time.
 
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#26
Hi @Matthias Fortin
Thanks for the back-and-forth. Hopefully these answer clear up a lot of the remaining questions.

2. Location is not cosmetic at all. We should not be naïve on this point.
This below quote of yours is why I used the word "cosmetic." To me, your quote implies that we should not be in the US simply because we have a lot of ANOs from there. That's not a very valid reason in my book, as we need to pick the entity type and jurisdiction that best fits our needs.

You wrote, "My first reaction when seeing Wyoming is to think about how North America centric we already are. Most of the ANOs are from there. Please do not interpret this as a nationalist argument (do not worry, I am not proposing France at all ;) ). I just feel that our Blockchain foundations need to be built all over the world as much as possible. The Foundation being in the US reinforce this tropism."

I think we're talking past each other at this point. I think we understand where the other person was coming from. We're on the same page now. :)

This is a very complex topic but we should be aware of that when taking our decision. The US has certainly some relatively large advantages compared to other “government-stable” countries if I can speak this way. But I guess it can have also some drawbacks.
We agree this is a complex topic and there might be other jurisdictions suitable for our nonprofit. In our opinion, Wyoming is good jurisdiction for our project, but now it's up to the community to decide if we should look into jurisdictions other than US, UK and Switzerland. We will act accordingly.

From my understanding here are the priorities you followed:
  • Hosting the standing parties,
  • Minimising taxes,
  • Minimising juridical burdens.
More accurately, the major factors we considered are:
(i) flexibility of the nonprofit's governance structure (for example, we considered if the standing parties are able to effectively participate in the governance of the nonprofit without being hosted by the nonprofit, and if statutory restrictions on board members' qualifications will negatively affect the nonprofit, etc.)
(ii) compliance burdens/regulatory risks
(iii) tax burdens
(iv) maintenance costs, which are also associated with (ii) and (iii).

Note: Just to be 100% clear, the non-profit would not "host" any standing parties.

UK: I understand the drawbacks. Do you see any advantages compared to the Wyoming structure?
We do not see major advantages, but would like to hear your thoughts on this.

My point was: could you do a series of mandates (one of 5 years and 10 years later another of 5 years)? Or not? I guess it is not possible but I just would like to clarify/confirm this point.
Sorry, I misunderstood your question. Directors may be elected for successive terms. Also, despite the expiration of a director's term, the director can continue to serve until the successor is elected.

To be sure to understand: Wyoming will evaluate if the Directors are individually liable for proceedings due to action in relevant jurisdictions. Am I correct?
I would not simplify it to the above. Wyoming law is the governing law to determine if a director should be indemnified, but Wyoming court may not be the venue for a specific proceeding and Wyoming law may not be the law to determine if an action is illegal, etc. It relates to conflict of laws. I will direct you to an attorney if you have further questions.

Sure. I actually understood it was about court proceedings. I was more asking for examples you could have in mind. What kind of court proceedings could happen?
Example: A person sues the nonprofit and directors for IP infringement. Directors successively get the case dismissed but have incurred costs. The nonprofit can indemnify the directors against the expenses.

This is just an example I can think of. There definitely are other scenarios and cases. I will direct you to an attorney if needed.
 
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#27
The reallocation possibility is a very strong argument if confirmed.
Relocation is possible. In general, it involves forming another nonprofit in a more desirable jurisdiction, dissolving the nonprofit in Wyoming, and then distributing the assets to the new nonprofit.

We can also build in the bylaws or the articles of incorporation the limitations or restrictions we desire to impose on the assets distributions upon dissolution to make sure that the IPs will stay in a nonprofit.
 
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I am not in any way questioning the reputation of Sheridans. I am just surprised to find a document from Lawyers which is not signed. I am searching for an explanation that is all.
Still interested in knowing the price if you can disclose this information.
It's my understanding that company letterhead usually suffices and signatures are not needed. Looking back at the document though (it has been a while), that was lacking also.

@Julian Fletcher-Taylor Please see the "signature/letterhead" comment and "price" comment. Thank you.
 
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Thanks for these last clarifications Matt.

Yes I do not want to imply the US (and Wyoming especially) location is a bad one by definition. It was more about being careful not being too self-centering in the analysis.

Anyway, thanks again for your time. I think we are now all in a position to vote with full knowledge of the facts which is the main important thing.
 
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