Formation acts, internal controls, etc (was) Re: [oodf-board] Proposal to form Samvera FaaS

[Jamie Clark <jamie.clark@oasis-open.org>]

ÂÂÂ No rush but let me mention the following.

 Yes to #2, the assignment: the LLC acting for new Samvera can accept an assignment as soon as the 3 LLC managers do a resolution to (a) open the series and (b) sign an assignment. Which needs about as much formality as the one we did last week. And I guess (c) do a town registration, whatever that is?

 On #1, banking: the LLC managers also can sign a bank authorizing resolution. Want a form? Or got one from the bank? But which bank? (See below.)

ÂÂÂ Also on #1:

• Â Â As I recall from the advice we got from nonprofit counsel at DM back in 2019, a new FEIN is possible but not required by us -- and we still plan to report on a consolidated basis either way.ÂÂ And either way, their old FEIN would be retired, not be transferred over from old Samvera, no? Â
  
•  Is there a bank other than ours? Is this one going to keep a new separate bank account? Presumably a check transfers the balance when new books are opened?Â
•  As for control issues: Cathie has control or not?  We'll need to document how our fiscal controls (which we say we do apply) are maintained if it's a significantly different deal from OMF. Do they plan to have their own signatory? Signature limits? ED employed through us? Etc.
  

With apologies if any of this already is clear from the pile of paper. I only read the legal stuff so far. Let me know if I can help. Jamie

James Bryce Clark, General Counsel, OASIS Open, setting the standard for open collaboration

On Tue, Mar 23, 2021 at 1:56 PM Scott McGrath <scott.mcgrath@oasis-open.org> wrote:

The bank requiresÂa EIN and town registration in order to open a bank account in itsÂname (that was my target for "forming"), but I think your point is we can execute an agreement with Emory even in advance of that. Cool!

On Tue, Mar 23, 2021 at 4:49 PM Jamie Clark <jamie.clark@oasis-open.org> wrote:

ÂÂÂ There is no corporate formation state registration filing needed for a series.Â

 Same deal as last time. We create it by us (OODF LLC) executing and keeping a copy of the finalized Series Agreement, and notifying the Samvera folks. So we control timing. We put a minutes note in the LLC records that its managers approved the creation. That's it.

 Also FWIW people prepare and sign forms of transfers to a thing, all the time, before the thing opens ... effective as of that opening ... that's how a few billion dollars US of M&A is done every year :) JBC

James Bryce Clark, General Counsel, OASIS Open, setting the standard for open collaboration

On Tue, Mar 23, 2021 at 1:40 PM Scott McGrath <scott.mcgrath@oasis-open.org> wrote:

How can we transfer the relationshipÂto the entity before the entity is formed? Or by "opened" do you meanÂpubliclyÂlaunched?

On Tue, Mar 23, 2021 at 4:36 PM Jamie Clark <jamie.clark@oasis-open.org> wrote:

ÂÂÂ Scott:Â Congrats.

 Reminder: we need to have an assignment / transfer of some kind of the Emory MoU as a precondition to opening. Let me know if I should talk to someone or draft something short.

 There probably are a few other post-OASIS-Board items on the Samvera FaaS launch path, before the series is declared open by us. I suspect Chet and I can just watch those whiz by, simply by watching [oodf-board]. Let me know if you need help though please.

ÂÂÂÂ cheers Jamie

James Bryce Clark, General Counsel, OASIS Open, setting the standard for open collaboration

---------- Forwarded message ---------
From: Scott McGrath <scott.mcgrath@oasis-open.org>
Date: Wed, Mar 17, 2021 at 11:25 AM
Subject: [oodf-board] Proposal to form Samvera FaaS
To: Board Plus <board-plus@lists.oasis-open.org>
Cc: <oodf-board@lists.oasis-open.org>, BizDev Group <staff-bizdev@lists.oasis-open.org>

Board members,

The OODFÂBoard of Managers have approved the submission of the attachedÂproposal to form the Samvera Foundation as a Series of OASIS Open Development Foundation, LLC * * *Â