Hey 616westwarmoth,
Here are my professional opinions.
Please note that Rob will have to say whether or not my opinions are correct for the BiblePay Foundation. I'll just answer on how our firm has seen it with other clients.
Is there a reason to incorporate in Texas versus Delaware (beyond the residency status of the lead dev)?
The question of domicile isn't always a cut and dry one. In the case of Delaware ("DE"), yes, all of the law schools in the country teach this, as their general corporate law is a model for many other states (like Nevada (the DE of the West Coast)).
However, in this case, I completely agree with Rob's decisions to incorporate in Texas:
- First, Texas non-profit corporations are viewed no differently than those of DE or anywhere else in the USA to the Internal Revenue Service. The same stipulations that are required of any entity's governing documents (regardless of venue) can be inserted with a TX entity or a DE entity.
- Second, it actually is faster to set up a Texas entity than a DE one, and if Rob has someone who can be the Registered Agent, those fees are usually lower in TX as well (especially if it is a local RA).
Will the DAO function where the President oversees but only votes in case of a tie, or will the President's role be a normal voting role (both methods are common in the real world)?
If the later, that is the President gets a normal vote, then would it behoove the system to have one more or one less board member to eliminate the possibility of ties?
Assuming a corporation is the structure that we are discussing; the roles would be as follows:
- Corporate Officers/Executive team - This team handles the day-to-day operations of the company in their respective capacities. They are voted in, and serve at the please of the Board of Directors. Although they make vote on operational issues in the trenches, unless they are also Board Members, they typically would not handle the vision and strategy of the entity.
- Board of Directors - The Board creates the vision and strategy for the entity, and rarely gets involved in the day-to-day operations. In smaller companies, many times you do see the Board and the Officers are one in the same; As the organization grows, you end up with larger Boards, and more "independent Board Members" (those who do not hold positions in the company). The Board votes in executives and officers, and the Board would probably be voted appointed by either the Sanctuaries, or a sub-committee of the Board who would bring it to vote.
What will the term of the members be? Can protections be written to only allow Sanctuaries of a certain age to be allowed to vote (to reduce the incentive to pop up a bunch at voting time and then drop them after)? Or perhaps could voting more resilient in another way?
I've seen some big issues in the past with this in smaller non-profits; They have an idea to have staggered appointments for Board Members, and term limits, in their governing documents, and when it comes time to put them into practice, they simply don't work.
I am not opposed to term-limits, however, I also am not interested in changing something that is working (continuity for the BiblePay Foundation is very important). I have some ideas, but I'll wait till one of the core team asks for input; I'd rather see what they come up with they think works.
Have a blessed rest of the weekend!
