Bible Pay

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  • Rob A.
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Legal Formation of The BiblePay Foundation
« on: July 22, 2018, 04:04:43 pm »
So that BiblePay can fulfill its mission it is proposed that we enact The BiblePay Foundation.

The Foundation consists of boardmembers who represent BiblePay for functions requiring a TaxID number, including but not limited to:
Legal Decisions, Liquidating Crypto To Fiat, Vendor Relationships, Vendor Payments, Taxes, Professional Services, and more.

The plan for the proposal is here:
https://wiki.biblepay.org/BiblePay_DAO

When voting to enact this proposal please consider using the following format:

YES - I like the design of the DAO as is, or for the most part, I can live with its minor flaws (such as a boardmember you dont like etc).

NO - I either do not like the design (and feel it is not right for biblepay), or I do not like it in its current form and feel it contains a serious enough flaw to redesign this idea before proceeding.

ABSTAIN - I have no opinion on the matter but I have read the design.


« Last Edit: July 23, 2018, 06:23:24 pm by Rob A. »


  • zthomasz
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Re: Legal Formation of The BiblePay Foundation
« Reply #1 on: July 24, 2018, 01:31:10 pm »
This is a wise move, I support it.


  • MIP
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Re: Legal Formation of The BiblePay Foundation
« Reply #2 on: July 24, 2018, 04:35:32 pm »
This is going to be a landmark decision for Biblepay, thanks Rob for your work defining the process and the Foundation.


  • BonziC1
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Re: Legal Formation of The BiblePay Foundation
« Reply #3 on: July 24, 2018, 06:19:39 pm »
Well done Rob.

Iím 100% for not only forming the non-profit entity, but taking the additional step to become tax exempt. Great that the BiblePay Foundation is becoming more official with its new policies, procedures, and controls too.

One thing that you may want to consider: On the Wiki it states:

Quote
The Foundation will initially be created with 6 board members invited by the Founder of BiblePay.

In working with Boards of Directors, as well as Trustees, over the last 15+ years, I always recommend that the number of Board seats be fixed at an odd, not an even number.

This is so that you will never experience a dead-locked vote. If you wish to keep this at 6 board members, I would recommend that you, as the Chairman, would get the final tie-breaking vote.

Also, regarding IP; you may want to consider having an Intellectual Property Assignment Agreement prepared for all of the work done thus far for the Foundation (artwork, logos, etc), so that the IP will be centralized under the Foundation (as opposed to individuals owning their creative works).

Let me know if I can be of any help on any of the above, and kudos again for starting on this journey; It is rarely something that shows a positive return on investment up front, but does legitimize the organization, reduce risk to the core team, and really differentiates The BiblePay Foundation from the vast majority of cryptos out there.

God Bless!
-Chris


  • Rob A.
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Re: Legal Formation of The BiblePay Foundation
« Reply #4 on: July 25, 2018, 03:17:08 pm »
Well done Rob.

Iím 100% for not only forming the non-profit entity, but taking the additional step to become tax exempt. Great that the BiblePay Foundation is becoming more official with its new policies, procedures, and controls too.

One thing that you may want to consider: On the Wiki it states:

In working with Boards of Directors, as well as Trustees, over the last 15+ years, I always recommend that the number of Board seats be fixed at an odd, not an even number.

This is so that you will never experience a dead-locked vote. If you wish to keep this at 6 board members, I would recommend that you, as the Chairman, would get the final tie-breaking vote.

Also, regarding IP; you may want to consider having an Intellectual Property Assignment Agreement prepared for all of the work done thus far for the Foundation (artwork, logos, etc), so that the IP will be centralized under the Foundation (as opposed to individuals owning their creative works).

Let me know if I can be of any help on any of the above, and kudos again for starting on this journey; It is rarely something that shows a positive return on investment up front, but does legitimize the organization, reduce risk to the core team, and really differentiates The BiblePay Foundation from the vast majority of cryptos out there.

God Bless!
-Chris

Thanks for the astute observations and good advice.

I have already invited the board, so I cant change them now, but I did add a clause in the bylaws that says in case of a deadlocked vote, the boardmember with the least seniority, that vote is discarded.

Regarding the IP, good point.  Ill add a clause for the preferred IP protection.



  • BonziC1
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Re: Legal Formation of The BiblePay Foundation
« Reply #5 on: July 25, 2018, 05:00:45 pm »
Quote
Thanks for the astute observations and good advice.

I have already invited the board, so I cant change them now, but I did add a clause in the bylaws that says in case of a deadlocked vote, the boardmember with the least seniority, that vote is discarded.

Regarding the IP, good point.  Ill add a clause for the preferred IP protection.

My pleasure Rob. That works for the Board Vote.

 Let me know if you need  a form of the IP assignment agreement.


  • 616westwarmoth
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Re: Legal Formation of The BiblePay Foundation
« Reply #6 on: July 26, 2018, 04:19:46 pm »
Asked this over at BCT...just copying although I see your answer to one of these

This has been a long time coming and looks great!

A few questions:
Is there a reason to incorporate in Texas versus Delaware (beyond the residency status of the lead dev)?

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?

Will the DAO require positive identities to be made public?

Can a "deadman's switch" be written to release the spork control during Phase 1 or will the emergency key be applicable there as well?

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?


All in all, this is one of the last few pieces of the puzzle to push Biblepay to where it belongs!


  • BonziC1
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Re: Legal Formation of The BiblePay Foundation
« Reply #7 on: July 28, 2018, 08:45:26 pm »
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!


  • BT
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Re: Legal Formation of The BiblePay Foundation
« Reply #8 on: July 30, 2018, 10:38:09 am »
This is awesome!


Re: Legal Formation of The BiblePay Foundation
« Reply #9 on: July 30, 2018, 12:11:27 pm »
I'm so excited to see this happen, especially if it is incorporated in my home state of Texas. Praying for a smooth incorporation for BBP. This is an awesome step in the development of the project.


  • togoshigekata
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Re: Legal Formation of The BiblePay Foundation
« Reply #10 on: August 19, 2018, 10:04:06 am »
I did add a clause in the bylaws that says in case of a deadlocked vote,
the boardmember with the least seniority, that vote is discarded.

Just to clarify, "boardmember with least seniority" means lowest age? lowest rank? least amount of time involved?


  • BonziC1
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Re: Legal Formation of The BiblePay Foundation
« Reply #11 on: August 19, 2018, 04:53:17 pm »
Another way to do this, as I may have mentioned is this:

On a Board that has an even number of Board Members, if there isn't the ability to either increase (or decrease) the number by 1, the Chairperson would have the tie-breaking vote.

Using the above method, everyone's vote counts, and if there is a stalemate, the Chairman casts the final deciding vote. This way you wouldn't have to determine seniority, as the Chairman is a nominated position.

Let me know if you'd like to discuss this further.


  • sunk818
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Re: Legal Formation of The BiblePay Foundation
« Reply #12 on: August 20, 2018, 11:03:45 am »
Just to clarify, "boardmember with least seniority" means lowest age? lowest rank? least amount of time involved?

I would think last person to join the board. If you came on the board, then stepped down, and then rejoined... does your seniority age start at 0 day again?


  • BonziC1
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Re: Legal Formation of The BiblePay Foundation
« Reply #13 on: September 22, 2018, 06:45:30 pm »
Hi Rob,

Any updates on the legal formation for BiblePay? Would love to hear how it is going, and if I can offer assistance.

Have a blessed day!
-Chris


  • sunk818
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Re: Legal Formation of The BiblePay Foundation
« Reply #14 on: September 24, 2018, 11:49:06 am »
Hi Rob,

Any updates on the legal formation for BiblePay? Would love to hear how it is going, and if I can offer assistance.

Have a blessed day!
-Chris

Chris - Did you notice the change from Board members to Sanctuaries?

https://wiki.biblepay.org/index.php?title=BiblePay_DAO&diff=5861&oldid=5838

Not sure what the impact is exactly...