From: tsvickery(a)hargray.com> To: board(a)rootsweb.com;
usgenweb-discuss(a)rootsweb.com; state-coord(a)rootsweb.com; usgenweb-all(a)rootsweb.com>
Date: Tue, 13 May 2008 16:26:00 -0400> CC: USGW_WEB(a)rootsweb.com> Subject:
[STATE-COORD] Final Report of the USGenWeb Project Fact Finding Committee> > Please
feel free to share with Project lists.> > --> > The following final report has
been submitted to the Advisory Board pursuant to> Motion 07-12.> >
http://archiver.rootsweb.ancestry.com/th/read/BOARD/2007-06/1182581192> > Discussion
of the report is now on-going on the USGW_WEB mailing list>
http://archiver.rootsweb.ancestry.com/th/index/USGW_WEB/2008-05> > The Advisory
Board invites Project members to contact them with any questions> you may have.
Advisory Board members and addresses are located at>
http://usgenweb.org/about/advisoryboard.shtml> > Thank you to the committee for
their work on this task.> > Tina Vickery> National Coordinator> USGenWeb
Project> > --> > The Fact Finding Committee was formed based on the charge of
the> Advisory Board pursuant to Motion 07-12, which states the purpose of> the
committee is to:> > 1] Review and document current financial laws relative to
non-profit> organizations such as the USGenWeb. For example, incorporation>
registration, unincorporated non-profit registration, 501(c)3 status,> status quo and
so on and what each would mean to this organization as> possible effects/non-effects of
possible needed future funding.> > 2] Develop a list of possible financial paths the
USGenWeb could> pursue, or not, with potential advantages and disadvantages.> >
3] Provide a report to the Advisory Board (without recommendations)> of findings.>
> 4] The group will have five members who have demonstrated experience> in
organizational financial management.> > 5] The Advisory Board will recruit and
select initial and subsequent> group members.> > 6] The group will structure
itself and the group leadership and assignments.> > 7] The group will provide
reports of tasks, accomplishments, and> plans to the Advisory Board every
month."> > The initial members were:> > Nola Duffy> > Alice
Gayley> > Patrice Green> > Peggy Kelly> > Kemis Massey> > Alice
Gayley was elected as Chair and Patrice Green was elected> Secretary of the committee.
The Chair subsequently resigned and was> replaced by Kemis Massey.> > Plans were
made to examine the requirements of incorporating as a> non-profit corporation in each
state and lists were assigned to each> member to study.> > Nola Duffy and Patrice
Green were asked to examine the effects of the> Uniform Unincorporated Nonprofit
Association Act.> > > To better understand the effects of the options available,
outside> legal authorities were consulted along with members of 2 national>
accounting firms.> > After lengthy discussions with the attorneys, who agreed to
review> the present structure of the USGenWeb and offer their advice, the> final
conclusion was that it was not practical or beneficial for the> USGenWeb to attempt to
incorporate at this time unless a majority of> the membership expressed an interest in
doing so. The reasons for> discouraging incorporation can be summarized as follows:>
> 1. The USGenWeb has always been based on the desire of individual> members to
freely provide online data for researchers with minimal> central control. Whether by
design or evolved practice, the major> control mechanism has been vested in the various
state organizations> that over the years have established their own standards, rules
and> practices. Without clear indications that the state organizations> desire to
yield control to a more centralized authority, there is> nothing positive to be gained
by incorporation.> > 2. Many states have already incorporated as XXGenWeb and thus
are> authorized to operate as XXGenWeb within their state. The logistics> of getting
the individual states to either modify or accept more> centralized authority would
require a commitment that would have to> be agreed upon in advance in order for the
USGenWeb, Inc. to have any> positive impact on achieving the stated goals of the
USGenWeb> Project. More importantly, there appears to be little to be gained by>
incorporating when the same benefits and protections are now> available via the Uniform
Unincorporated Association Act .> > > The UUNAA: Benefits for Unincorporated
Nonprofit Organizations> > Until recently, unincorporated nonprofit organizations
were often> considered less than legitimate by many people because they had not>
incorporated, and offered far less protection and privileges than> incorporated
nonprofit organizations. For this reason, the National> Conference of Commissioners on
Uniform State Laws (NCCUSL) drafted> the Uniform Unincorporated Nonprofit Association
Act (UUNAA).> > Under the UUNAA, unincorporated nonprofit organizations were
given> the legal status of a separate entity for the purpose of liability,> which
covers all directors, owners, employees and volunteers. This> means that individuals
who work for or promote an unincorporated> nonprofit organization cannot be held liable
for the actions of that> organization just because of their involvement or support.>
> The UUNAA covers a broad definition for a nonprofit organization,> i.e.: Two or
more members joined by mutual consent for a common,> nonprofit purpose. This means that
the structure of the nonprofit> organization does not have to be formal at all. This is
important> since it requires no change in the existing structure of the USGenWeb>
Project beyond registering in any of the jurisdictions which have> already adopted the
UUNAA.> > So far, eleven of the states in the U.S. have formally adopted the>
UUNAA, but the number is expected to grow exponentially over the next> ten years. As
more states realize the good that the UUNAA can do for> unincorporated nonprofit
organizations, they will adopt the same> standards and begin to support those that work
to help others. The> states that currently have adopted the UUNAA are Alabama,
Arkansas,> Texas, Colorado, Wyoming, Wisconsin, Idaho, Hawaii, West Virginia,>
Delaware and District of Columbia.> > The UUNAA gives unincorporated nonprofit
organizations essentially> the same benefits as the more formal process of
incorporation> including the following:> > (1) The organizations have the legal
capacity to hold, distribute,> receive and transfer both real and personal
property;> > (2) The organizations have limited liability for tort (personal>
injury) and contract claims;> > (3) The organizations have the right to sue and to
be sued as> separate entities rather than individuals;> > (4) There is a system
in place for the disposal of property of> inactive nonprofit organizations; and>
> (5) An agent of the organization (an owner, director, employee or> volunteer) can
be given the authority to act as agent for service,> which means that one individual
can be designated to receive legal> papers on behalf of the organization.> If it is
determined that the project will continue to function as an> unincorporated non-profit
the project can easily register as an> Unincorporated Non-Profit Association which will
settle the issue of> the legal status of the USGenWeb Project.> > The committee
is prepared to furnish copies of the latest revision of> the UUNAA to members of the AB
and to discuss the requirements of the> various states if the Advisory Board wishes.
While this is the final> report of the Fact Finding Committee, the committee would
welcome any> questions that members of the Advisory Boards might have. We do have>
legal counsel who has agreed to respond to any questions the> committee members cannot
adequately address.> > > Future Funding Options for The USGenWeb Project> >
The establishment of a volunteer group to be known as Friends of the> USGenWeb whose
sole purpose will be to provide for the future> financial needs of The USGenWeb Project
is one option. This volunteer> group will be completely autonomous and thus can
determine how it> wishes to structure the Friends of the USGenWeb Project. It is>
anticipated that future hosting needs of the USGenWeb will require> continued financial
support. While the funds required may be minimal,> it is felt that rather than solicit
donations from the membership at> large, the group can obtain sufficient support to
provide for the> needs of the USGenWeb on a totally volunteer basis that will>
circumvent the current situation in which members of the AB have> routinely paid for
items such as registration of domains,> registration of the USGenWeb service mark,
etc.> > Since incorporation is no longer a requirement of the IRS, USGenWeb>
could apply for 501(c)(3) status as a non-profit unincorporated> association after the
issue of legal status is resolved. USGenWeb> would then be eligible for grants and
would be able to accept> donations as long as it meets all the requirements of their
State.> > Respectfully submitted,> Patrice Green,> Secretary> >
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