 | Official DataPortability Project Task Force This task force was officialy created at the November 11, 2008 meeting of the steering committee. UPDATE: Effective April 14, 2009, the Legal Entity Task Force has completed is designated tasks, including:
Having completed its charter, the committee chair, Steve Repetti, will recommend to Steering that the task force be disbanded. |
NAME: Legal Entity Task Force
OBJECTIVE: It is generally believed that the DataPortability movement and organization would benefit from formation of a formal legal entity. Much discussion to this point has occurred and the desire now is to move forward in the best way possible.
IMPORTANT UPDATE: The legal documents prepared by Perkins Coie are listed below. Please review them and provide comment on the steering mailing list so that we may make any changes necessary and move forward with their adoption. Also, please note as discussed in the steering group meeting of February 3, 2009 that Perkins Coie has listed me (Steve Repetti) as the incorporator. As I mentioned, I am a little uncomfortable being listed as such in light of the other 11 members of steering, however I have no problem performing this function or placing anyone else's name in my stead.
- Articles of Incorporation
- Bylaws
- Action by Written Consent
- Action by Sole Incorporator
- Indemnification Agreement
- PPP Ukraine
The goal of this task force is to prepare a detailed plan for presentation and recommendation of adoption to the DP Steering committee that would ultimately lead to the creation of a legal entity for the DataPortability organization.
Such plan would include:
- Type of entity shall be a non-profit corporation as per Motion 2008-05 on: http://wiki.dataportability.org/display/dpmain/Steering+Group+Motions
- Although a variety of options exist, it is recommended that DataPortability be incorporated as a non-profit 501(c)(3) organization.
- Reference:
- Location of incorporation
- While it is difficult to argue that the center of the universe for technology is in any one place, there are today strategic advantages to incorporating in the United States. Further, the most common and cost effective place therein to incorporate is the State of Delaware. Lastly, as much of the technology world gravitates around the US West Coast, the organizations principal place of business (for addressing purposes) should be California.
- Therefore, it is recommended that the DataPortability organization be a Delaware non-profit 501(c)(3) corporation whose principal place of business is the State of California.
- Legal documentation (articles of incorporation, bylaws, etc.)
- The documentation required to support the formation and operation of the DataPortability organization includes:
- Bylaws detailing the purposes of the organization, options for structuring and comprising the board of directors, and basic operational and administrative mechanisms
- Articles of Incorporation
- Election of Tax-Exempt Status including a statement of activities detailingthe proposed activities of the new organizations and estimated budget for three years.
- Many of these documents are available as templates as part of the incorporation process, however this is an area that should include the assistance of legal authority. In general, they should define an organization that best suits the stated purpose of DataPortability while providing maximum flexibility, transparency, and accountability.
- Sample docs/templates: Bylaws 1 2, Articles of Incorporation 1
- The documentation required to support the formation and operation of the DataPortability organization includes:
- Quantity and construct of board of directors
- The ideal board configuration would be one that represents the best interests of the organization and data portability initiative while remaining independent of majority interest by any one faction or special interest.
- This could be accomplished through the implementation of a seven (7) member board consisting of three (3) members from within the data portability organization (this should not all be officers), three (3) members from outside the organization who nevertheless have data portability interests and contributions, and one (1) independent member without direct commercial association with data portability.
- The specific role of the board of directors shall be defined by the bylaws and articles of incorporation.
- One challenge in filling the board early on is the lack of directors and officers insurance (D&O). This may initially be an impediment and potential board candidates must be made aware of this issue.
- Definition of relationship between board of directors and steering
- The general purpose of the board of directors is to perform the duties required in support of maintaining the legal status of the non-profit corporation and compliance with the organization's bylaws and articles of incorporation.
- The direction of the organization in support of the bylaws and articles is to be maintained and enhanced by the corporation's steering committee.
- The day-to-day operation of the organization pursuant to the direction of the steering committee is to be managed by the officers of the corporation.
- Estimates of time and cost
- The three things that need to be accomplished in order to formalize the DataPortability legal entity are:
- Steering group approval of the structure and format; free, unknown amount of time required.
- Legal oversight and contribution; it is hoped that this effort can be received without cost (pro bono), and should be relatively quick
- Formal incorporation; costs of approximately $500 (includes one year resident agent fee for Delaware corporate agent), can be fully accomplished within 3-5 days.
- The three things that need to be accomplished in order to formalize the DataPortability legal entity are:
PARTICIPATION: All members of the Data Portability communities, both voting members and non-voting members, are encouraged to participate in this task force. The intent is to use this task force as the primary means of discussion, refinement, and resolution in preparing and presenting its recommendations to the Steering committee, whereupon Steering shall have the sole authority to approve or reject the proposal.
COMMITMENT: This is an important issue in need of rapid resolution, provided expediency does not impede the proper solution. It is hoped that through active member participation including mailing list, direct email, teleconference, and other means, this task force could put forth its recommendations for approval within 30 days. Further, it is requested that Steering Committee members actively participate prior to submittal in order to maximize the overall process.
CHAIR: Steve Repetti
SECRETARY:
INITIAL MEMBERS: Brett McDowel, Daniela Barbosa, Brady Brim-DeForest, Steve Greenberg