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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
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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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