Second Life Bar Association Meeting TranscriptMay 9, 2009
Transcript taken by Cat Galileo
[10:03] Legal Writer: OK, let's get started.
[10:03] Legal Writer: Hello again, everyone.
[10:03] Legal Writer: Thank you for coming to our May meeting of the SLBA.
[10:03] Ida Recreant: Greetings
[10:04] Legal Writer: I hope everyone is having a wonderful spring -- in the northern hemisphere at least.
[10:04] DanielPerry Laa: Are we using voice at all or simply text chat?
[10:04] Legal Writer: Before beginning into our agenda, I would like to remind everyone that a transcript of this meeting will be posted on the SLBA website after the meeting.
[10:05] Legal Writer: Since we normally post the agenda for offline viewers, we have traditionally used text to talk.
[10:05] Legal Writer: The first order of business today is to discuss the question of incorporation.
[10:06] Legal Writer: At the last meeting, we had a lengthy discussion about whether the group should incorporate as a nonprofit corporation.
[10:06] Legal Writer: The purpose for doing so is to provide some limited liability for the officers, board members, and members of the association in connection with the work of the association.
[10:06] Legal Writer: I could foresee there being more of a need if we get a lawyer referral service off the ground.
[10:07] Cat Galileo: could we get tax-deductable donations?
[10:07] Legal Writer: But at least for now, there is enough happening in the association, that the discussions have pointed to us ideally having some limited liability.
[10:07] DanielPerry Laa: Limited liability from what?
[10:07] Legal Writer: And to answer Cat's question, yes, if we organize and get approved as a non-profit organization in the eyes of the taxing authority, then contributions could be tax deductable.
[10:08] Legal Writer: As mentioned before, we do education programs, we interact with other avatars in SL.
[10:08] Soro Dagostino: Hmmmm, Legal, that might not be so.
[10:08] Legal Writer: It is possible that someone could make a claim that we incurred some liability.
[10:08] Ashcroft Burnham: What sort of claim?
[10:08] Legal Writer: I am not entirely clear on all of the possible permutation of claims so far.
[10:09] DanielPerry Laa: Sorry, I wasn't present for those discusison btu what liabiltiy could you for educational programs and interacting with avatars.
[10:09] Legal Writer: We haven't done a huge amount, and I think the risk is modest at the moment.
[10:09] Ashcroft Burnham: I mean, if the SLBA has no legal personality, nobody could claim against the SLBA per se in any event, could tehy?
[10:09] Ashcroft Burnham: *they
[10:09] Cat Galileo: say i screw up and dont keep cle records for a session held in our offices and lost the records and someone got audited, I (as my consulting company) might bear damages, the assn and officers shouldn't
[10:09] Ashcroft Burnham: It'd be a claim against the individual member(s) who incurred the liability.
[10:09] Ashcroft Burnham: Who would still be liable, except under contracts made with the coproration, in any event :-)
[10:10] Legal Writer: But someone could claim that the SLBA was somehow providing careless advice.
[10:10] Cat Galileo: unincorporated assns are sued all the time
[10:10] Cat Galileo: at least in California LOL
[10:10] Legal Writer: And the members would possibly bear personally liability with houses and cars possibly attached.
[10:10] Ashcroft Burnham: California has seriously odd laws...
[10:11] Legal Writer: And it may be that one richer member might be sued to answer for the carelessness of another member - under a partnership theory.
[10:11] Cat Galileo: so begging your pardon, but we had formal vote on this last time, legal is just recapping
[10:11] Lexis Looming: our federal rule also permit unincorporated associations to sue and be sued as do the laws iin Oklahoma too
[10:11] Legal Writer: Right. I am giving the recap on where we are.
[10:11] Ashcroft Burnham: In the UK, a partnership is a joint undertaking with a view to a profit.
[10:11] DanielPerry Laa: So its a done deal, then?
[10:11] Cat Galileo: yes
[10:12] Cat Galileo: as much as anything is, i spose someone could move to reopen it
[10:12] Legal Writer: Well, the purpose for this meeting is to see if we can come to a consensus.
[10:12] Ashcroft Burnham: The phrase is "carrying on a business in common with view to a profit"
[10:12] Legal Writer: At the last meeting, I mentioned that I had prepared incorporation papers to organize the association as a California non-profit -- without charge to the association.
[10:12] DanielPerry Laa: So the only pirpsoe for the disucsison period was over whether should be done in California?
[10:13] Legal Writer: I do incorporations of for-profit organizations as a regular part of my practice.
[10:13] Ida Recreant: Yes, Legal and that was a great offer!
[10:13] Legal Writer: I had prepared the papers, and presented the idea at the last meeting.
[10:13] Lexis Looming: Very generous
[10:13] Ashcroft Burnham: By the sounds of California's laws, not a terribly good idea...
[10:13] Legal Writer: At the last meeting, some folks said, "Hold on."
[10:13] Cat Galileo: yes DanielPerry per the motion last time at least
[10:13] DanielPerry Laa: Who wil pay the ongoing expenses of maintianing the corproationa nd filing tax returns, extc?
[10:13] Legal Writer: Let's talk about the impact of being a member of a Cal. nonprofit organization, for practice in my specific jurisdiction.
[10:14] Legal Writer: We invited folks to speak up if they felt that incorporation in Cal. would pose an issue in another jurisdiction relative to practice there.
[10:14] DanielPerry Laa: Who will pay the ongoing expenses? How much will they be? Will there be an effect on dues?
[10:14] Legal Writer: We in fact stated that we need to hear from you if you have an objection to the process.
[10:15] Legal Writer: I offered to pay the filing fee for the incoporation through my personal contribution.
[10:15] Cat Galileo: DanielPerry, we've discussed this for like a year, that's in prior meeting minutes and the board
[10:15] Legal Writer: And I would be also interested in paying the filing fee for the taxing authority too.
[10:15] Cat Galileo: I dont' mean to be short, but if we have to start from ground zero for each new meeting, we might as well give it up
[10:15] Legal Writer: Soo---
[10:16] DanielPerry Laa: I am sorry I ami irritating you Cat - Who is going to pay the ongoing expenses?
[10:16] Legal Writer: Where we are now, is I will ask the membership again. FIrst, does anyone feel that we should NOT organize as some form of registered form of business organization (nonprofit).
[10:16] Legal Writer: We can later ask where and in what jurisdiction and what kind of organization.
[10:17] Legal Writer: But first, does anyone have an objection to a nonprofit registration?
[10:17] Sam4 Courtois: I move that we go forward with the plan as previously discussed and call the question
[10:17] DanielPerry Laa: I am fine with incorporation for a specific reason but not just because it seems like a generally good idea
[10:17] Aisln Baxton: I second that
[10:17] Legal Writer: Cost is an issue. As I say, I can pay initial filing fees.
[10:17] Legal Writer: I think we can discuss a little before calling the question.
[10:17] Legal Writer: Any thoughts?
[10:17] Sam4 Courtois: Mr. President, there is a motion and the questions has been called
[10:17] Lexis Looming: Being a qualified non profit will assist to gain financial contributions when we face a crisis as currently noth haveing our own permanent location
[10:18] Cat Galileo: Am i correct in my findings that the only ongoing cost is maintennce work and approx $30 a year to Cal. FRanchise Tax board? and $25 for filing amendments, or is there more cost involved?
[10:18] Legal Writer: I can't recall off the top of my head. But there are some fees like that.
[10:18] Cat Galileo: ongoing cost i mean, you offer is very generous for starting up/
[10:18] DanielPerry Laa: Try filing a 501c3 corporation for $30 per year!
[10:19] TelLagu Swords: I'm not sure about NPs, but regular corporations in California pay $800 per year.
[10:19] Legal Writer: I think we can also plan for fundraising to try to obtain some sponsorships to pay such fees.
[10:19] Cat Galileo: If someone could present me with a piece of paper with ongoing costs on it, I would be very happy
[10:19] Legal Writer: My firm would be willing to chip in something each year.
[10:19] Cat Galileo: because my vote will change if its a major ongoing cost.
[10:19] DanielPerry Laa: Why are we voting on something that we don't know the long term expense of?
[10:19] Soro Dagostino: There is an annual report due the AG's office, and the fees for Nonprofits are minimal.
[10:19] Cat Galileo: I thought we did DP, but you're worrying me.
[10:20] Ashcroft Burnham: Wouldn't it be a good idea to make *sure* that there is the necessary income regularly and reliably coming in, plus a substantial margin of error, *before* incorporating?
[10:20] DanielPerry Laa: I'm not trying to worry anybody - I'm still trying to understand what liability you are trying avoid.
[10:20] Cat Galileo: instead of "try fileing a 501c3 for $30 a year," can you tell me what it DOES cost?
[10:21] Juris Amat: Sorry I'm late...birthday party going on here ini Zagreb. Greetings everyone!
[10:21] Lexis Looming: I think the benefit of receiving tax deductible doantions is sufficient cause
[10:21] Ashcroft Burnham: Has the full cost been audited?
[10:21] Cat Galileo: and the filibuster continues.
[10:21] DanielPerry Laa: To get a 501c3 properly recognized bynthe IRS you can easily be looking in excess of $10,000 USD
[10:21] Lexis Looming: that is a one time profeesional fee expense
[10:21] Ashcroft Burnham: Has anyone calculated what the financial benefit of tax deductable contributions are and weighed that against the total cost of incorporation?
[10:21] Jayson Watkin: that seems a bit high for what we are talking about
[10:21] Soro Dagostino: Mmmmm, I think it can be done for a lot less.
[10:22] Ida Recreant: There weren't many comments in the forum, were there? What if we get a submission of the initial amount and ongoing cost and take a look?
[10:22] Cat Galileo: people do it in CA using a self-help book successfullly regularly.
[10:22] Soro Dagostino: But I also think that its not what we are going to do.
[10:22] Cat Galileo: "How to Incorporate your Nonprofit in California" 12th Ed. (Nolo Press)
[10:22] Legal Writer: I have been doing a little web browsing, and it seems the filing fee for the 501c3 is $300, but that's the biggest cost.
[10:22] Lexis Looming: I have incorporated many 501c3 in my years of practice and no one paid that mudh
[10:22] DanielPerry Laa: I represent a lot of not-for-profitsa. Many6 of them are still terying to be recognized by the IRS and their expenses are even higher.
[10:22] Soro Dagostino: We are, and will be a Mutual Benefit corporation
[10:23] Juris Amat: Thats correct Legal, VIPO is underrgoing the 501 c3 process and there is a one time 300 dollar fililng fee
[10:23] Soro Dagostino: Not a 501(c)(3)
[10:23] Legal Writer: The exec board members will be filling out the 501c3 paperwork without cost to the association.
[10:23] Legal Writer: So the large costs are sometimes attorneys' fees, but there won't be any here.
[10:23] Lexis Looming: Exactly
[10:23] Aisln Baxton: what is the disbursement - fee split?
[10:23] DanielPerry Laa: The fees we are talking about are NOT incorporation fees, we are talking the fees yto getthe IRS to allow deductions for donors. That's where the money comes in.
[10:23] Lexis Looming: I have volunteered to help; for free with the tax application as well
[10:24] Legal Writer: The exec board members are not going to charge the association anything to complete the paperwork.
[10:24] Lexis Looming: There will be no legal fees DP
[10:24] DanielPerry Laa: I appreciate your volunterring but I wnat to know what the long-term expense will be and who is going to pay it?
[10:24] Legal Writer: So, again, right, there will be no legal fees.
[10:24] Legal Writer: Fair question.
[10:25] Legal Writer: I recall that they were minimal.
[10:25] Legal Writer: But Cat, do you want to do some web browsing while we are here to see if you can find out the ongoing costs?
[10:25] DanielPerry Laa: So, Legal, are you paying for the 501c3 filing to the IRS?
[10:26] Cat Galileo: I did this morning, and posted my findings on the board. $30 for annual tax return in CA, $20 for a STAtement bienneially, and I found no ongoing cost to the Feds.
[10:26] Cat Galileo: but that's literally a non-tax laywer searching the IRS site so i could have missed stuff.
[10:26] Legal Writer: I am willing to do that. Certainly, if others want to chip in that would be nice too. But I can bear the whole expense if others can't chip in.
[10:26] Cat Galileo: sorta figured somone who represents Nonprofits could guive us a list
[10:26] Soro Dagostino: Point of Information ?
[10:26] DanielPerry Laa: Legal, you have to file for a determination form the IRS to be recognized as a501c3 - that costs serious money
[10:26] Cat Galileo: sorry, that was $10 for annual tax return, $20 for statement, total of $30
[10:26] Cat Galileo: that costs $300
[10:26] Cat Galileo: from what I could tell
[10:27] Lexis Looming: DP if you do so much np work you that you have clients paying so much, what are their annual costs after being approved?
[10:27] Rose Springvale: depens on your budget
[10:27] Cat Galileo: plus any accountant and atty fees
[10:27] Legal Writer: Again, I think $300 is modest.
[10:27] Rose Springvale: 300 for the app if your budget is under 10k us
[10:27] DanielPerry Laa: Cat, you are incorrect. It is extremely expensive.
[10:27] Soro Dagostino: May I make a point?
[10:27] Rose Springvale: goes to 750 us if the budget is over 10k
[10:27] Soro Dagostino: Hello?
[10:27] Cat Galileo: how big of a check do your clients who have under $10k a year write to the IRS?
[10:28] Legal Writer: Go ahead, Soro
[10:28] Cat Galileo: if I"m wrong I'm glad to be corrected
[10:28] Soro Dagostino: Thank you.
[10:28] Lexis Looming: Dp?
[10:28] Soro Dagostino: I am on several NP Boards.
[10:28] Soro Dagostino: Including Bar boards.
[10:28] Soro Dagostino: They are not 501(c)(3)s
[10:29] Soro Dagostino: Not
[10:29] Soro Dagostino: They are Mutual Benefit Nonprofits.
[10:29] Soro Dagostino: Most have foundations they create for their work.
[10:30] Soro Dagostino: Which are 501(c)(3)'S
[10:30] Lexis Looming: Point of order Mr. chairman, I call the question. Please
[10:30] Legal Writer: I would like to hear Soro finish.
[10:30] Lexis Looming: unless someone wants to move to table again
[10:30] Juris Amat: This is a relatvely simple procedure for entities like the SLBA that are not earning more than 10, 00 usd per year and do not expect to for the next three years
[10:31] Legal Writer: Soro, did you want to finish?
[10:31] Soro Dagostino: I would like to amend the motion to file for a California Mutual Benefit Nonprofit corportion.
[10:31] Juris Amat: Incorporation is a necessity for an entity to contract in RL and perform simple task like opening a bank account
[10:31] Legal Writer: We had debated mutual benefit versus public benefit.
[10:32] Legal Writer: I had seen bar associations of both types.
[10:32] DanielPerry Laa: Not so, an unincorporated association can contract and open a bank acct
[10:32] Legal Writer: We later went with public benefit, because we try to help the public - or at least apsire to do so.
[10:32] Juris Amat: where?
[10:32] Legal Writer: We for instance, have discussed the possibility of publishing a consumer guide to legal issues in SL.
[10:33] Soro Dagostino: Legal?
[10:33] Legal Writer: Please continue, Soro.
[10:33] Soro Dagostino: Think of the Califonria State Bar.
[10:33] Soro Dagostino: It is not a 501(c)(3)
[10:33] DanielPerry Laa: Unless you plan on holding RL assets there is little reason to incorporate. That siad, I will shut up if someone will simply tell me what liabiltiy you are trying to avoid?
[10:34] Soro Dagostino: Nor is the Santa Clara County Bar.
[10:34] Legal Writer: Our state bar is a unitary bar, and so is not an association like what we are talkikng about. It actually licenses.
[10:34] Soro Dagostino: I give up.
[10:34] Legal Writer: In other states, like Ohio, there is a separate bar association.
[10:34] Soro Dagostino: Yield.
[10:34] Juris Amat: What is the reasone to avoid incoporation Soro? Daniel?
[10:34] Juris Amat: *reason
[10:34] Soro Dagostino: Not against incorporation.
[10:35] Benjamin Noble: More like the Silicon Valley Bar Association or the San Francisco Bar Association (informal professional association).
[10:35] DanielPerry Laa: Incorproate because of a need not simply becasue it sounds good.
[10:35] Soro Dagostino: Against trying for 501(c)(3)
[10:35] DanielPerry Laa: I would love to be a 501c3 but who si goign to pay that expense?
[10:35] Legal Writer: The liabiity we are concerned about concerns our interaction with avatars -- what information we are giving out.
[10:35] Ashcroft Burnham: Has anyone conducted a financial cost-benefit analysis?
[10:35] Rose Springvale: raises hand
[10:36] Juris Amat: It wont be you personally paying the 300 4 Daniel
[10:36] Legal Writer: We have not done a formal cost-benefit.
[10:36] Juris Amat: That would be 300$
[10:36] Legal Writer: But we have been considering it informally.
[10:36] Legal Writer: Rose?
[10:36] DanielPerry Laa: Legal info - malpractice risk? FL Bar won't let me limit my exposure. Third party liability to SLBA very unlikely.
[10:37] Stavrogin Grayman: I know in austin we have an intellectual property law association that is organized as a non profit... that seems like a closer fit than something like the cal state bar
[10:37] Rose Springvale: i just want to point out the two main reasons for being 501 c3.. one.. income is exempt from us federal income tax. second
[10:37] Solomon Cortes: DPL - as Cat says, there is a year's worth of discussion, available on our website, around incorporation and what potential liabilities we might have. Your point that we need to be able to afford incorporation is right, but it is unquestionable that the group and its members have potential exposure against which incorporation might provide some useful protection.
[10:37] Rose Springvale: anything we donate.. US people
[10:37] Rose Springvale: is a tax deduction
[10:37] DanielPerry Laa: what potential exposure - all I am asking!
[10:37] Benjamin Noble: I would have appreciated being able to deduct the donations I have made, for what its worth.
[10:37] Rose Springvale: and that applies as soon as you file the application
[10:38] Legal Writer: For tax deductions, the status needs to be approved by the IRS.
[10:38] Solomon Cortes: Take our credential verification service for a start. Potential liability right there.
[10:38] Rose Springvale: no
[10:38] Lexis Looming: yikes
[10:38] Rose Springvale: you can take the deductions as soon as you apply
[10:38] DanielPerry Laa: Not true - the IRS can reject an application which solicits donations prior to the IRS determination that yiu qualify for 501c3 status, according to my CPA
[10:38] Rose Springvale: no need to wait for determination letters
[10:38] Lexis Looming: seriously I know there is
[10:38] Benjamin Noble: Credentiual verification is a good example of potential (I agree not likely) but certainly potential liability.
[10:38] Legal Writer: Our eductation courses could be deemed to be providing inaccurate info.
[10:39] Rose Springvale: have you all ever filed these?
[10:39] MystiTool HUD 1.3.1: Entering chat range: Geri Kuhn (10m)
[10:39] Legal Writer: Credential verification in the short run may be the largest issue.
[10:39] Legal Writer: I have never filed a 501c3 application, but Lexis has I believe.
[10:39] DanielPerry Laa: Indvidual lawyers are liable fo4r their malpractice. Third party liability is as likely as getting by a meteor.
[10:39] Jamie Palisades smiles, ducks meteor
[10:40] Sam4 Courtois: Mr. President - in the United States, anyone can sue anyone, there are crazy judges everywhere, incorporation consitutes a barrier between individuals and unjust verdicts, irrespecitve of ax exempt status.
[10:40] DanielPerry Laa: Credential verification under yiur current plan is so hobbled and filled with disclaimers as to be no exposure
[10:40] Lexis Looming: If the meteor knows you are a lawyer the odds increase
[10:40] Sam4 Courtois: tax
[10:40] Legal Writer: I think there is another aspect here, which is, we may all sleep better at night knowing that we have limited liability.
[10:40] Rose Springvale: the application process becomes a communication between the representative and the IRS examiner
[10:40] DanielPerry Laa: Sleep better until you get a dues increase or penalties or some disgruntled non-US avatar sasy count me out.
[10:41] Legal Writer: I think some firms may be able to help sponsor the modest ongoing fees.
[10:41] DanielPerry Laa: I will finally conclude that I think this is premature until we knowe the likely ongoing expense.
[10:41] Cat Galileo: may I interject, we have 7 other items, can we either schedule a town hall specifically on this, or shall i schedule a meeting next sat for the other business?
[10:42] Legal Writer: Hmmm.
[10:42] Lexis Looming: we have devoted 40 minutes to the first agenda Item. I move to table and have the exec board bring a pro forma of the costs to the next meeting or post in the furums
[10:42] Sam4 Courtois: I move the previous question
[10:42] Legal Writer: I think at this point we should call one question.
[10:42] Lexis Looming: motion to table takes prcedence
[10:42] Rose Springvale: the question was called a long time ago
[10:43] Legal Writer: First, question, is there a motion on the table to decide the issue today versus reporting back again next month?
[10:43] Soro Dagostino: Indeed.
[10:43] Sam4 Courtois: I ask for the ayes and nays today
[10:43] Legal Writer: I feel we have discussed this enough, but will yield if people want more information.
[10:43] Legal Writer: Is there a motion to decide today?
[10:43] Jamie Palisades: may we have the Q restated, mr moderator?
[10:43] Lexis Looming: withdraw my motion to table it was not seconded
[10:43] Jamie Palisades: if you;re goign to vote that is
[10:44] Solomon Cortes: Legal - can we clarify the set up and ongoing costs at the moment?> If so, I'm ready to vote.
[10:44] Legal Writer: Cat, can you please recap what you found out about ongoing costs?
[10:44] Soro Dagostino: m;/raises hand
[10:45] Lexis Looming: if we are going to vote lets vote..the question has been called 3 times and requires a vote
[10:45] Cat Galileo: here's what I fond about costs and responsibilities
[10:45] Cat Galileo: Initial costs:
[donated] -- the work and expense to set up corporation
$30 -- CA filing fee for Articles of Incorporation (not providing for shares)
$300 -- federal tax exemption (501(c)(3))
no fee -- CA tax exemption request (file FTB 3500A, and a copy of the IRC section 501(c)(3) federal determination letter)
Annual costs & requirements:
annual informational returns with state and IRS, which require an organized bookkeeping system
minutes
$10 -- Exempt Organization Annual Information Return (State of Cal)
$20 -- Domestic Nonprofit Corporation (Form SI-100) - initial or biennial Statement of Information
$?? -- Annual return (IRS)
Other requirements/restrictions:
bookkeeping requirements
corporate formalities re amendments to articles and bylaws
Restrictions on paying officers and directors
Restrictions on disposing of assets upon dissolution (must go to another nonprofit, not to members)
[10:46] Lexis Looming: we have 15 minutes for the rest of the agenda
[10:46] Legal Writer: So, it looks like $30 per year.
[10:46] Legal Writer: Do I have a motion to make the decision today?
[10:46] Soro Dagostino: You already have
[10:46] Sam4 Courtois: so moved
[10:46] Legal Writer: Second?
[10:46] Benjamin Noble: Second, if needed.
[10:47] Sam4 Courtois: again
[10:47] Lexis Looming: call question
[10:47] Legal Writer: OK, all those in favor of making the decision today, say "aye."
[10:47] TelLagu Swords: Aye
[10:47] Sam4 Courtois: aye
[10:47] Geri Kuhn: aye
[10:47] Benjamin Noble: Aye
[10:47] Soro Dagostino: aye
[10:47] Aisln Baxton: aye
[10:47] Cat Galileo: aye
[10:47] DanielPerry Laa: do only the board members vote on this?
[10:47] Lexis Looming: aye
[10:47] Legal Writer: all members vote
[10:47] Ida Recreant: aye
[10:47] Lexis Looming: only SLBA members vote DP
[10:47] Rose Springvale: i'm sorry, making the decision, or are we voting for the incorporation?
[10:47] Lexis Looming: I don't see our group in your profile?
[10:47] DanielPerry Laa: I am a member – aye
[10:48] Legal Writer: We are voting to make the decision today - one way or another.
[10:48] Rose Springvale: aye
[10:48] Legal Writer: Any opposed?
[10:48] Jamie Palisades: ah this is to call the question then :) aye
[10:48] Lexis Looming: thanks DP i should have looked at ur tag not profile LOL
[10:48] DanielPerry Laa: Losted in my profile - I am looking right at it
[10:49] Legal Writer: Any abstentions?
[10:49] Legal Writer: OK, the motion carries.
[10:49] Legal Writer: We will now decide on the next question.
[10:49] Jamie Palisades: mr president has this vote also cut off further debate and bound us to proceed to a vote immediately?
[10:49] Legal Writer: Is there a motion now to move forward with incorporation?
[10:49] TelLagu Swords: So moved
[10:49] Lexis Looming: so moved
[10:49] Jamie Palisades: :) apparently not
[10:49] Lexis Looming: seconded
[10:50] Sam4 Courtois: so moved
[10:50] Sam4 Courtois: second
[10:50] Legal Writer: We will make a decision today.
[10:50] Legal Writer: OK, the motion is on the table.
[10:50] Lexis Looming: call the question wiothout further discussion
[10:50] Legal Writer: All those in favor of incorporation, say aye.
[10:50] Soro Dagostino: Been done
[10:50] TelLagu Swords: Aye
[10:50] Lexis Looming: aye
[10:50] Sam4 Courtois: aye
[10:50] Geri Kuhn: aye
[10:50] Ida Recreant: aye
[10:50] Soro Dagostino: Aye
[10:50] Aisln Baxton: aye
[10:50] Jayson Watkin: aye
[10:50] Stavrogin Grayman: aye
[10:51] DanielPerry Laa: have reservatiosn must vote no
[10:51] Solomon Cortes: aye
[10:51] Legal Writer: Any opposed?
[10:51] DanielPerry Laa: Nay
[10:51] Jamie Palisades: You heard one from Daniel. and I abstain
[10:51] Benjamin Noble: Abstain.
[10:51] Magdalena Kamenev: Abstain.
[10:51] Cat Galileo: abstaining -
[10:51] Lincoln Beck: abstaining
[10:51] Legal Writer: Any other opposition or abstentions?
[10:52] Rose Springvale: i'll abstain too. too many reservations both ways
[10:52] Cat Galileo: present :)
[10:52] Ashcroft Burnham abstains
[10:52] Legal Writer: OK, the motion carries 10 to 1 to 7.
[10:52] Sam4 Courtois: thank god
[10:52] Jamie Palisades: mr president may I ask an implementation question?
[10:53] Sam4 Courtois: I call for the orders of the day
[10:53] Legal Writer: I then will ask if anyone has objection to California (and me doing this for free), as opposed to a different jurisdiction?
[10:53] Sam4 Courtois: no objection
[10:53] Benjamin Noble: I suggest that we discuss implementation in the forums in order to leave agenda time. No objection to Legal's offer, though.
[10:53] Cat Galileo: (can i vote, since I abstained?)
[10:53] Cat Galileo: on main Q?
[10:53] Legal Writer: Go ahead
[10:53] Cat Galileo: no objection to CA.
[10:53] Lexis Looming: I have no objection
[10:53] Jamie Palisades: will the executive board device a plan for who serves as cincorporator, board of record, etc as california law required , and so inform us? and by when, please?
[10:53] DanielPerry Laa: I will do it for free in Florda,if you like.
[10:53] Sam4 Courtois: I ask unanimous consent
[10:54] Legal Writer: OK, then, it's settled. California incorporation it is.
[10:54] Legal Writer: I will be incorporator.
[10:54] Legal Writer: Exec board will be implemented into bylaws.
[10:54] Cat Galileo: I assume I can posts the articles and such for review ?
[10:54] Jamie Palisades lsietns, prepares to follow up on Q if necessary
[10:54] Cat Galileo: post*
[10:54] Cat Galileo: tho they are finished, not in draft
[10:54] Legal Writer: Sure. Let's move on, though. I want to now give time for Geri and Solomon to discuss proposals regarding space.
[10:55] Legal Writer: Solomon has made a very kind offer on behalf of his law firm to consider hosting our association as a kind of subtenant in his firm's building.
[10:55] Legal Writer: This is one of several options on the table.
[10:56] Legal Writer: Solomon, we thank you publicly for this kind offer of your firm, Field Fisher Waterhouse LLP.
[10:56] Legal Writer: We have been discussing a number of options of free space.
[10:56] Benjamin Noble: It's a very nice build. Thank you for the offer, Solomon.
[10:56] DanielPerry Laa: Thanks, Solomon!
[10:56] Jamie Palisades: Still on that business island space where you opened FFW, Sol?
[10:57] Legal Writer: I don't think we are ready to make a final recommendation at this time. We would still like to explore these options.
[10:57] Ashcroft Burnham: That's very kind, Solomon :-)
[10:57] Jayson Watkin: I have a by law question; if the board is part of the incorporation and corporate structure, don't they have to reveal who they are now?
[10:57] DanielPerry Laa: Yep!
[10:57] Legal Writer: Jayson, our board members are not anonymous.
[10:57] Jamie Palisades was going to ask that too, but I guess we've been moderated into doign that topic on the web boards
[10:57] Legal Writer: Anyway, let's return to space.
[10:58] Solomon Cortes: It's a pleasure, but I do want to say that I won't be upset at all if there are other options that are preferred.
[10:58] Legal Writer: I think the exec board will continue to explore options offline and report next month.
[10:58] Legal Writer: Thanks again, Solomon.
[10:58] Cat Galileo: One offer is here right across the way
[10:58] Geri Kuhn: great idea , Lexis.
[10:58] Legal Writer: And let's ask Lexis now. How are the credentials going?
[10:58] Geri Kuhn: I mean Legal
[10:58] Legal Writer: Credentials update?
[10:59] Lexis Looming: Credentialing is under way. Since out last meeting the following avatars have been credentialed:
Aisln Baxton
Legal Writer
Soro Dagostino
Stavrogin Grayman
TelLagu Swords
[10:59] Lexis Looming: One more is in process
Remember to apply you need to not only pay the fee to the box outside. The instructions are found at http://slba.info/INTRUCTIONS_TO_APPLY_FOR_SL_BAR_ASSCOCIATION_CREDENTIALS.pdf
[10:59] Legal Writer: Do you feel the process is working smoothly?
[10:59] Lexis Looming: They are:
1. Print the Application for Attorney Credentials Verification form located at http://slba.info/application.html, and complete it. Alternatively, you may complete the form online and then print it.
2. After the form is completed and printed, date it and sign it.
3. Forward the completed Application and a copy of the letterhead you regularly use in your activities as a licensed attorney to Lexis Looming at Litgatr120@gmail.com, or contact him at this e-mail address for a ground postal address to send by regular mail.
4. Pay the $2,750L fee to the box located in the SL Bar Association Office.
[10:59] Lexis Looming: The process has had a glitch
[10:59] Lexis Looming: peopl were paying
[11:00] Lexis Looming: but not submitting an application
[11:00] Legal Writer: OK, so remember to fill in your application!
[11:00] Cat Galileo: the perils of mixed reality
[11:00] Legal Writer: OK, onto cle.
[11:00] Legal Writer: Cat, how do we stand on CLE?
[11:00] Solomon Cortes: And I should also add that - of course - while I fully expect the space to remain available for the forseeable future, I can't promise that we will always maintain our office or the space. But I'm happy for the SLBA to share it if that works for the association. My firm would not charge, though we would expect the SLBA to cover any additional costs incurred (for example, if additional prims are needed) and to manage its own build-out.
[11:00] Cat Galileo: i will put a sign with a link to the application website ayment board
[11:00] Benjamin Noble: Sorry for the late note, but Jayson's point is a good one; we may have to make the bylaws comport with corporate filing requirements. For time, it should go to the forums, but I hope that discussion does take place, as so far, we only require that the President use a real name, if I recall correctly, and there are arguments on both sides of allowing the rest of the board to not reveal names given that is a common choice in SL.
[11:01] Cat Galileo: CLE: I had a session scheduled last week, but due to Comcast having some issues, I missed my own class :(
[11:01] Cat Galileo: my apologies to anyone here that was inconvenienced
[11:01] Cat Galileo: will reschedule asap, but haven't set date yet
[11:01] Legal Writer: Can you reschedule?
[11:01] Cat Galileo: in discussions with another speaker on legal ethics
[11:01] Legal Writer: OK, thanks. Your talks are always great!
[11:01] Legal Writer: And please let us know next month about future speakers.
[11:02] Cat Galileo: and would love to set something up with other qualified avatars, contact me in game (notecard better) or at kate@ceratops.net
[11:02] Ashcroft Burnham wonders whether there's any chance of having more England & Wales CPD events, too...
[11:02] Cat Galileo: do you know if a Californian can qualify an event under that jurisdiction? I can look into it.
[11:02] Legal Writer: I know Morgandy Monigal can't make this meeting, but she is helping to recruit people for the career fair - to explore moving forward with that.
[11:02] Legal Writer: We would be doing that in the fall.
[11:03] Legal Writer: I had spoken with Aviator Kidd about working closer with the ABA IP Law Section's virtual worlds committee.
[11:03] Legal Writer: If there are members of that committee, I would like to see if we can get Aviator and others to set up some joint meetings.
[11:04] Legal Writer: We had discussed that last meeting, and I will be at the ABA Annual Meeting in Chicago this summer (unless my trial in state court prevents that).
[11:04] Jayson Watkin: I'm a member of that committee, and the scitech one
[11:04] Legal Writer: If there are those who want to get together at the Annual Meeting, let's have drinks or coffee.
[11:04] Legal Writer: And we can simulcast into SL as well.
[11:04] Jamie Palisades smiles at the mention of SciTech - ever talk to the ABA Business law Cyberspace committee?
[11:04] Legal Writer: Terrific, Jayson.
[11:05] Legal Writer: OK, now any other business before we close?
[11:05] Jamie Palisades: Legal, one comment if I may.
[11:05] Legal Writer: We did a lot of stuff in these last few minutes.
[11:05] Legal Writer: Yes, Jasmie.
[11:05] Jamie Palisades: Let me mention, for possible future discussion on the SLBA web disussion board, that in the past you have had some SL board members who strongly preferred RL anonymity. With due respect to Legal's answer to Jayson, it was incorrect. SUch people would not for example have sought to bar-credntial their avatars for that reason. This is not an unknown reason in SL. Our friend Ben aside, not everyone here is here to be an ABA commitee chair and famous RL author :D So I *do* request a clear advice from our officers whether they *now* believe that incorpioration will be implemented in a way that requires all SLBA exec board members to serving in RL disclosed capacities as nominal corporate board members or officers.
[11:05] Jamie Palisades: thanks
[11:06] Jamie Palisades: not a problem to underestimate, colleagues .. some SL institutionals have struggled with it
[11:06] Legal Writer: Jamie, I think we all respect the right of members of the association to be anonymous.
[11:06] Jamie Palisades: done
[11:06] Jamie Palisades: Members :)
[11:06] Legal Writer: I may have misspoken about whether exec board members need to reveal identities.
[11:06] Jamie Palisades: But officers, GerI? That was my question. Ask Jessica :)
[11:07] Legal Writer: I am not familiar with what the bylaws say on that point.
[11:07] Jamie Palisades: somethign to sort out before your next elections perhaps
[11:07] Cat Galileo: current bylaws say pres. must disclose
[11:07] Benjamin Noble: President only has to reveal name as currently drafted.
[11:07] Cat Galileo: only
[11:07] Jamie Palisades: well the *california* organic documents are to be written .. which is my point
[11:07] Jayson Watkin: Unless they have been changed, and I haven't been around, it used to be that only the president had to disclouse their identity
[11:07] DanielPerry Laa: There is federal legislation pending that will require identifying beneficial ownership - right now is limtied to LLCs because even the states agree that corproations must identify officers
[11:07] Jamie Palisades: agreed Jayson
[11:07] Jamie Palisades: indeed
[11:07] Jamie Palisades: :)
[11:07] FrancineWard Haiku: why do members want to be anonymous?
[11:07] Benjamin Noble: And while I put myself out there, I actually like the idea that we can have non-public officers, as it allows for representation of a fairly large percentage of SL users. Just my $.02.
[11:08] Cat Galileo: lots of reasons from personal security to enjoyment of roleplaying
[11:08] Jamie Palisades: Ths my abstension. Hats off to those braver and more confident than me in their no doubt rapid analysis of these complex issues :D
[11:08] Jayson Watkin: ben said, it best, some members have a social history that they don't want to mix, Jessica Holyoke is the best example of that
[11:08] Legal Writer: OK, let's call the meeting to a close.
[11:08] Benjamin Noble nods.
[11:08] Legal Writer: Thank you for coming.
[11:08] DanielPerry Laa: Thank you.
[11:08] Legal Writer: If you want to discuss the anonymity issue further, please discuss it in the forums.
[11:08] Benjamin Noble: Thanks, Legal. And bravo on sticking to the time.
[11:08] Ida Recreant: Thanks everyone
[11:09] FrancineWard Haiku: Role playing I understand if you are particvipating in non business activities, but as lawyers, why? Not sure.
[11:09] Jamie Palisades: Cat, I will look forward to following up on that point in the web BBS postings then, thanks
[11:09] Legal Writer: I may be missing next meeting due to a possibly two-month trial in state court, which I mentioned earlier.
[11:09] Geri Kuhn: see you all later
[11:09] TelLagu Swords: Bye all.
[11:09] Legal Writer: But I hope Geri, Cat, and others can handle it if I can't.