501(c)(3) status - after looking over some IRS pubs, I think this may be a possibility if the purpose of the corp is properly framed.  In our case, it would have to be something along the lines of "promoting the education and awareness of intellectual property issues".  One way the corp would do that is by providing a web site for discussion.  Since the web site welcomes all positions, we should not run afoul of the legislative or political activity restrictions.  Depending on the makeup of the corp, some folks may need to include disclaimers on stuff they write indicating it is their own position and not the corp's position.  The flip side of all this is there is a lot of paperwork and administrative stuff to be attended to in order to maintain the 501(c)(3) status.  So, there would have to be some analysis of pros and cons.

Form of the corporation - still looking into this (e.g. inc. or LLC or something else).  Likewise there have been discussions about a location for the corp if it is pursued.

Legal defense funds - maintaining such a fund might be one purpose of the corp if we wanted to expand beyond the IPW walls.  I found some calls for a Bloggers Legal Defense Fund from around December 2004, but it looks like the idea was never picked up.  I also found the Media Bloggers Association that may have some interest to some here.  The problem I consistently run into (the same for me) is the lack of a way for small, independent bloggers to have counsel to fight the run of the mill harassment suit.

Membership - the discussions about who would be members, controlling interests, etc., have been interesting.  I really cannot discern a good way to handle this yet though.

IRC - I think br3n mentioned this as a way to hold a "conference" or "meeting".  I looked into setting up an IRC server as part of the ip-wars.net site, but it would violate the TOS with my host.  I'm not really familiar with IRC, so I'm guessing some other alternatives may be available.  Anyone care to tackle setting up an IPW channel?

Totally OT - This is way off topic, but I've been trying to get an old PC loaded up with Linux to use as a server here at my house.  I've tried FC3, FC4, SuSE 9.3, OpenSUSE 10.0, all to no avail.  Every single one of them goes through the install process fine until I have to insert the second CD.  Then every one of them throws an error indicating they cannot access the CDROM.  I'm thinking of installing a new CD drive (possibly DVD) and see if that works.  Any ideas?

I'd appreciate if others could add to the list.  I think it is similar to some of the things that we did when deciding how to moderate, what license to use and other policies when first setting it up and wanting to insure that certain things did not happen.

Ways to attack a corporate structure:

1. Make IPW a living hell to deal with because of the trolls.  (Look what one or two dedicated, unpaid individuals were able to do).  Then, buy out the shares of the top holders.  Voila.  Instant control.

2. If it is still possible to add new corporate members, then buy up enough shares, distributed amongst enough different people, to kick it over the 3?? shareowners threshold that forces the company public and subject to a slew of additional regulations and accounting issues.  That may take longer, but it will suck funds out of the coporation pretty darn quickly.

3. Sleepers who eventually begin posting clearly copyrighted material which cause legal attacks from more than one well-funded opponent.

4. I'm sure I could find a patent or two that the site violates.

5.  Variation of 1.  Just take it over.  Look what we did to the Yahoo SCOX and CKX boards.  If a large enough group of posters wanted to, they could easily take it over to the point where sharholders may own shares and be paying for it all, but they have no control.  It needn't even be a troll attack.  It could be hijacked for some other legitmate cause that most of us care little about or that most of us will end up on different sides of.  At that point, I can see people perhaps selling their shares in disgust.

Given that we are unlikely to make money, how do we raise funds after the initial stake is gone?  Will we continually issues shares year after year?  (If so, see problem 2.)  It's not even like we get enough page views that we can sell ads--which I'd hate to see anyway.

Distributed structure attack:

1.  see 3 above.  Post clear copyright violations.

2.  see 4 above.  Patent suit against each node.

3.  likely attacks on any synchronization protocol.  (What happens if I publish simultaneous comments at all nodes?  How do the nodes authenticate their content?  Can I break into that and poison it all?  How do they authenticate passwords?  Can I own one node, leave it alone and get enough info to then impersonate any poster--and with the distributed nature, disproving that it was you that posted could be very difficult.)

4. Volunteer to host a node and then try some of the tricks in 3.

Who gets access to the logs?  I'm serious.  I've been fascinated at what I can glean looking at the threenorth logs.  I don't publicize that except maybe a hit or two in an e-mail.  You can't let every shareholder access them, because that would effectively be no privacy whatsoever, which will drive many away.  Someone else suggested not logging IPs at all, but you may need them if you ever get a DDOS attack--or if someone does cross a legal line.

Who makes decisions that may require more than zero ratings?  Jeff has nuked spam posts.  He has removed a few truly obnoxious posts and/or diary.  If you have a copyright violation, you need to react quickly.  Some one or ones will need to be empowered to do that.  Who?  Who watches the watchers?  Can shareholders recind a decision if fifty percent disagree?

How do you count votes, if you are going to have shareholders involved in the day to day running?  I mean, in normal shareholder meetings, you announce the meeting, send out proxies, require a quorum the majority of the quorum carries the day.  If you are talking more than annual meetings, how far in advance must they be announced?  What happens when someone gets disinterested and simply leaves?  What happens if too many do and you can't get a quorum?  (Is that attack number 6?)

• protection against intimidation
• protection against frivolous lawsuits
• protection of personal property
• promote distribution/mirrors/forking of the primary IPW web site
• purchase insurance
• enable a means for donations to be tax-free
• provide a model of an "open" corporation
• operate and maintain a member web site
• prevent buy-outs

As I mentioned in another post, one of the basic questions I have is whether the corp (or whatever entity may be created) exists merely to operate the IPW site or is there a larger purpose of which IPW is merely one tool.  I would suggest the latter as the better choice to provide greater flexibility in many ways.  Perhaps I'll put a poll up on this question, but in the meantime, let's hear comments.

OK, before I go into more stuff, I better stop here and listen first to help guide the way.

Instead of buying it from Jeff C.  If he is willing, what if we capitalized the corporation and then bought it from him for enough shares to make him a significant shareholder?  He may not have the money that others do, but I think he should have some say in how the site is run.

We haven't discussed bylaws in detail yet, so this is just preliminary, but -

I pretty much agree with what Tim suggested earlier - BOD decisions by majority vote of BOD (whole BOD whether whole BOD or just a quorum attends a meeting, I.E if we have  11 BOD and 9 sit at a meeting, it still takes 6 to pass a measure).   Questions can be put to stockholders at stockholder meetings - this is pretty much law and there ownership does take on meaning, but most policy most of the time would be decided BOD.

As I see it anyone holding or representing by proxy x% or more must be seated as BOD if he chooses.   Some of the stock is set aside an proxied via non-stockholder-membership by some yet to be determined formula, and while the BOD is below a certain size the BOD gets to nominate and seat new members.

Any BOD not attending a meeting (remember our "meetings" are online) for 3 months regardless of holdings is stricken (if holding/rep more than x%, simply needs to present to Secy to be re "seated"),  majority of BOD or stockholders can remove a non-beneficial-owner BOD. If BOD grows above a certain size the BOD is required to displace a BOD who is not a holder (need to keep the BOD size small enough that a quorum on reasonable notice is feasible).

x should probably be about 5%,  Max BOD size should probably be 21 (thoretically, though never happen, there could be 20 required seated BOD's at 5%) and BOD should nominate and seat a new member if BOD falls below 7.  Or x could be 10% and max of say 12, min 5.

This is just a starting framework for discussion.    Other ideas invited.

Jeff

_____________________________________ Bylaws of the ________________

ARTICLE I: NAME
This organization shall be known as the _________________ (the Foundation). The registered agent and registered office will be determined by a resolution of the Board of Trustees. The main web site of the Foundation shall be __________________________.

ARTICLE II: STATEMENT OF PURPOSE
The general purpose and objectives of the Foundation shall be the following: ______________ Foundation is dedicated to the development and maintenance of online free, open content articles, discusssions, collections of documents, information, and other informational databases that will be distributed free of charge to the public under a free documentation license such as the Creative Commons License or similar licensing scheme. The Foundation is committed to modeling the principals of "open source" in a variety of settings and for multiple purposes. The goals of the foundation are to encourage the further growth and development of open content, analysis of intellectual property issues, awareness and to provide the full contents of those projects to the public free of charge. In addition to managing the already developed open content web site named ip-wars.net, the Foundation may pursue projects, programs and actions to encourage free speech by the general public in forums other than those directly managed by the Foundation.

ARTICLE III: MEMBERSHIP
Section 1.
Within the Foundation, there shall be the following membership classifications: Contributing Active, Volunteer Active, Life, Sustaining, and Honorary.

A. CONTRIBUTING ACTIVE MEMBERSHIP:
Active membership in this Foundation shall be limited to volunteers who have contributed to any ____________ project prior to the election ballot request deadline after their application for membership and payment of annual dues. All active members shall have the right to vote in this Foundation at any membership vote for the two Contributing Active Member Representatives to the Board of Trustees.

B. VOLUNTEER ACTIVE MEMBERSHIP:
This membership shall consist of all persons interested in supporting the activities of the Foundation who have contributed under a user name to any ____________ project prior to the election ballot request deadline. The only other qualification for membership shall be the creation of a user account on some _______________ project. Volunteer Active Members shall have all the privileges of active members except for voting for the two Contributing Active Member Representatives. Each Volunteer Active Member and each Contributing Active Member shall have the right to vote for the two Volunteer User Representatives to the Board of Trustees.

C. LIFE MEMBERSHIP:
In recognition of his role as Founder of the IP-Wars.net web site, Jeffrey G. Causey is granted life membership. Life members shall have all the privileges of contributing active members except they shall be exempt from paying dues and shall not be required to make any contributions to any _____________ project. [Note: If anyone has a problem with this, please speak up - won't hurt my feelings.]

D. SUSTAINING MEMBER:
Individuals who contribute substantial amounts shall be designated as Sustaining Members and shall have all the privileges of active members. The qualifications for sustaining membership contributions shall be established by the Board of Trustees. Such members shall be listed (anonymously if requested) in some prominent place on the main on-line site of the Foundation.

E. HONORARY MEMBERSHIP:
An Honorary membership may be bestowed upon any person or organization who has made a significant contribution to the Foundation upon a recommendation by the Board of Trustees and approval by the general membership at the General Meeting of the Foundation. Honorary members shall not be required to pay dues and shall not be eligible to hold office or vote.

Section 2. USER ACCOUNTS OF MEMBERS.
All applicants for contributing or volunteer active membership shall maintain a user account on one or several ______________ projects (i.e. ip-wars.net web site, etc.), complete and sign the form of application provided by the Foundation on it's web site and submit the application the Secretary along with payment of the year's membership dues, if applicable, through such web site or by mail. Such application shall include an agreement by the applicant to abide by the Foundation's Code of Ethics, submission standards and other policies as are time to time adopted or modified by the Board of Trustees.

Section 3. ANNUAL DUES.
Annual dues for any and all relevant classes of membership shall be due and payable as established by the Board of Trustees. The amount of dues and renewal periods will be established by the Board of Trustees by resolution of a majority of the Board.

Section 4. TERMINATION OF MEMBERSHIP.
Membership in the Foundation can be terminated based upon any of the following:

Section 4.1. FAILURE TO PAY DUES.
When an Active Contributing or Sustaining or Sustaining/Corporate member shall be in default of dues for a period of sixty (60) days from the beginning of the period for which such dues become payable, s/he or such corporate member becomes delinquent and ceases to be entitled to any of the benefits of such class of membership by the Foundation until such dues are paid.

Section 4.2. WRITTEN RESIGNATION.
Any member may resign from the Foundation by submitting a written resignation to the Secretary. Such resignation shall be effective as of the date received by the Foundation, unless said resignation specifies another date. The Board at it's sole discretion may maintain or remove any such user's account from any of its projects upon such resignation.

Section 4.3. REMOVAL FOR CAUSE.
Members of any classification may be removed from all membership categories for cause by a four-fifths vote of the Board of Trustees; such decision shall be final and unappealable. For any cause, other than non-payment of dues, removal shall occur only after the member against whomever the complaint was made, has been advised of the complaint and has been given reasonable opportunity for defense before a committee to be formed and convened only should the occasion arise. The Board of Trustees, at it's sole discretion, may maintain or remove any such user's account from any of its projects upon such removal for cause which may also be for successive membership terms (i.e. numbers of years); such removal shall mean said individual shall not be allowed to contribute to any Foundation project until said time is completed. This removal process shall not be the same as the process of temporary (long or short term) suspension of member privileges on any Foundation project.

Section 4.4. SUSPENSION.
Independent of the power of Removal for Cause, the Board of Trustees shall be empowered to order suspension of membership or the suspension of particular or specific user privileges at its sole discretion of any member upon receipt of a verified complaint of misconduct; such suspension shall be a short or long term temporary measure in connection with any mediation or arbitration procedure or procedures.

ARTICLE IV: THE BOARD OF TRUSTEES
Section 1. POWERS.
The powers of the corporation shall be exercised, its properties controlled, and its affairs conducted by a Board of Trustees to be comprised initially of seven trustees. All trustees must be active (contributing or volunteer) or life members of the Foundation.

Section 2. SELECTION.
The initial Trustees shall be elected by a majority vote of the Trustees and shall serve until their successors are elected and qualified. Selection shall be in the following manner:

Section 2.1. MEMBER REPRESENTATIVES.
Within Ninety Days of the initial adoption of these Bylaws and then annually thereafter two Trustees shall be selected from the Contributing Active Membership by a vote of Contributing Active Members. Within Ninety Days of the initial adoption of these Bylaws and one Trustee shall be selected from the Volunteer Active Membership by vote of Contributing and Volunteer Active Members. On an annual basis thereafter, two trustees shall be selected from the Volunteer Active Membership by vote of Contributing and Volunteer Active Members. The Board of Trustees shall determine the dates, rules and regulation of the voting procedures; they shall appoint two Inspectors of the Election from the active membership of the Foundation to oversee the election procedures who shall report and certify the results within thirty days of any vote. The deadline for the issuance of ballots to eligible members shall be no more than thirty days prior to any election date as set by the Board of Trustees.

Section 2.2. OTHER INITIAL TRUSTEES.
The remaining initial Trustees shall be Jeffrey G. Causey, xxxxxxxxxxxxx, yyyyyyyyyyy, and zzzzzzzzzzzzz.

Section. 2.3. REPLACEMENT OF BOARD MEMBERS.
Should a Trustee resign, become incapacitated or otherwise be unable to serve the remaining Trustees shall appoint an interim representative if such Trustee was a Member Representative until such time as a new election can be held to fill such office at the next annual election. If not, the remaining Trustees may elect a replacement. In such case should there be a tie vote the Chair shall cast the deciding ballot.

Section 3. DELEGATION AND EXPENSES.
Any action required or permitted to be taken by the Board of Trustees under these Bylaws or any provision of law may be delegated by the Board to the Chair or any committee of the Board. Trustees may not be compensated for their roles as Trustees. They may be allowed expenses, by resolution of the Board, for attending meetings, if necessary. No Trustee shall be employed or otherwise receive compensation from the Foundation for their duties as Trustees.

Section 4. MEETINGS.
Meetings of the Board of Trustees may be scheduled at such times and at such places as the Trustees deem appropriate and shall be conducted at least annually. A quorum shall consist of a least four directors. The Chair may call a special meeting of the Trustees for any purpose upon notice being given at least ten days in advance of the meeting. Meetings may be held by electronic means such as telephone or chat as long as all Trustees are able to participate fully in any discussions with all the other members of the Board. Any meeting that is adjourned may be continued without the presence of a quorum of the Board as long as all the Trustees are given reasonable notice of the time and place such adjournment shall resume. A resolution signed by all the Trustees shall have the same force as if it were passed at a duly called meeting of the Board of Trustees. A majority of the Board of Trustees shall constitute a quorum at any meeting of the corporation.

ARTICLE V: OFFICERS AND DUTIES
Section 1. COMPOSITION OF BOARD.
The Board of Trustees shall elect from among its members a Chair, Vice Chair, Secretary and Treasurer. These officers shall be elected for one year terms of office by majority vote of the Board and may be re-elected at the expiration of their term. No individual may serve more than three consecutive years in a given officer position. Any officer may be removed at any time for cause or without cause by an affirmative vote of a majority of the whole Board of Trustees.

Section 2. CHAIR.
The Chair shall be the chief elected officer of the corporation. It shall be the duty of the Chair to preside at all regular and special meetings of the corporation. The Chair shall have general supervision of the affairs of the corporation and shall make reports to the Board of Trustees and the members at regular and special meetings and other times as necessary to keep them informed of corporation activities. The Chair shall appoint committees, regular or special, as required from time to time except the Disciplinary Board which shall be appointed by vote of the whole Board of Trustees.

Section 3. VICE CHAIR.
The Vice Chair shall perform the duties and have the powers of the Chair when the Chair is absent or unable to perform his duties. Other duties of the Vice Chair may be designated by the Board of Trustees or the Chair.

Section 4. SECRETARY.
The Secretary shall keep accurate records of all corporation meetings; ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; maintain corporate records and the seal of the corporation; receive monies for the corporation, issue checks on those monies, and keep and render as required true accounting thereof; perform all duties of the office of the Secretary and such other duties as may be assigned by the Chair or the Board of Trustees. The Secretary shall make a fidelity bond with such surety and in such penalty as the Board of Trustees shall require, if any.

Section 5. TREASURER.
The Treasurer shall review the financial operations of the organization and advise with the Secretary on financial matters; make financial reports to the Board of Trustees at regular and special meetings; and perform such other duties as assigned by the Chair or the Board of Trustees.

ARTICLE VI: AMENDMENTS
These bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the entire Board of Trustees at any regular meeting or special meeting, provided that at least ten days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.

ARTICLE VII: DEDICATION OF ASSETS
The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or members thereof or to the benefit of any private individual.

ARTICLE VIII: DISTRIBUTION OF ASSETS
Upon the dissolution or winding-up of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of subsequent federal tax laws.

ARTICLE XIX: MISCELLANEOUS
Section 1. SEAL.
The corporation seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words, "XXXXXXXXXXXXXXX". Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced otherwise.

Section 2. FISCAL YEAR AND REVIEW.
The administrative and fiscal years of the corporation shall be January 1 - December 31 of each year. The accounts of the corporation shall be reviewed annually by a Certified Public Accountant. [Note: Probably looking at $2,000 - $3,000 for this. May want to put in some qualifier or just delete to add back at a later time.]

Section 3. NOTICES.
Whenever any notice is required by the Bylaws, it shall be deemed to be sufficient if mailed via first class mail to the last known address of the intended recipient or to the last known email address of the member. Such notice may be waived in writing by the intended recipient.

Section 4. VOTING MEANS.
Voting on all matters, including the election of Trustees and officers, may be conducted by mail, electronic mail, facsimile transmission, chat software, video conferencing, or other similar verifiable means. Proxy voting shall not be allowed.

Section 5. RESERVE POWER.
The Board of Trustees shall be empowered to make any and all regulations, rules, policies, user agreements, terms of use, and other such decisions as may be necessary for the continued functioning of the Foundation not inconsistent with these bylaws.

1. Need to finish cleaning up bylaws and articles of incorporation.

2. Identify other three "initial" Board of Trustee members (assuming that section of bylaws not changed).  How to do this?  I do think these folks and the elected BoT members can be "usernames" instead of real names to protect anonymity if that is an issue for anyone.

3. Decide on a name.

4. File for incorporation.

5. Setup web site for the corp. Where?  How? [I don't mind doing it as part of this site or on my server.  Wondering best choice to develop site - wiki? blog? cms? handcode? something else?]

6. Develop budget.

7. Decide how to "meet"? IRC? Some other chat?  I think I could deploy some web based chat if needed.

8. Start working on election of additional BoT members.

9. Start soliciting membership and fundraising efforts.

We shouldn't discard the 501(c)3 idea too quickly. Yes, political positions have implications for non-profit status, but those implications are for the official acts of the corporation. It shouldn't affect a poster from making a political statement on the board.

I sanyone keeping track of the Potential Investors? You should probably put me on the list.

    *  Sidney Blumenthal, et al. v. Matt Drudge and America Online, Inc.
      992 F. Supp. 44 (D.D.C. April 22, 1998)

      The court denied defendant Drudge's motion to dismiss for want of personal jurisdiction. Drudge's maintenance of an interactive website, on which his Report appeared, which permitted users to subscribe to the Drudge report via e-mail, and solicited contributions from forum residents to defray publication costs, combined with other contacts with Washington D.C., including a visit to D.C. to promote the report, and mail and phone contacts to obtain gossip, made the exercise of jurisdiction over him appropriate.)

It's on this very useful site - a library of internet defamation cases.

Jeff

_______________
State of Delaware
Certificate of Incorporation
A Non-Stock Corporation

First:  The name of the corporation is ___________.

Second:  Its Registered Office in the State of Delaware is to be located at ______(street), in the City of _______ County of _______ ZIP Code ______.  The name of the registered agent is _________.[Note: I found someone to do this for $50 annually.]

Third:  The purposes for which this organization is organized are exclusively religious, charitable, scientific, literary and educational within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provisions of any future United States Internal Revenue law and to engage in any lawful act of activity for which corporations may be organized under the General Corporation Law of Delaware.  This corporation shall be a non-profit corporation.  More specifically, the corporation is dedicated to the development and maintenance of on-line free, open content articles, discussions, collections of documents, information, and other informational databases that will be distributed free of charge to the public under a free documentation license such as the Creative Commons License or similar licensing scheme.  The corporation is committed to modeling the principals of "open source" in a variety of settings and for multiple purposes.

Fourth:  The corporation shall not have any corporate stock.

Fifth:  Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future Federal tax code, or shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes.

Sixth:  No part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or members thereof or to the benefit of any private individual.

Seventh:  The conditions of membership shall be those stated in the bylaws of the corporation.

Eighth:  The name and address of the incorporator are as follows:[Note: Could be anyone, but since my info is already public, I figure I'm a good choice. :-) ]

Jeffrey G. Causey
1905 Elmwood Dr.
Graham, NC 27253

I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this ______ day of _____, A.D. ___.

    By:[sig]
Incorporator