"*The existence of the corporation begins upon the filing of the Certificate of Incorporation with the Department of State. After the corporate existence has begun, an organization meeting of the initial directors designated in the Certificate of Incorporation must be held for the purpose of adopting by-laws, electing directors and the transaction of any other business. (See Section 405 of the Not-for-Profit Corporation Law.)*". source <http://www.dos.ny.gov/corps/nfpfaq.asp#special> Can Haiku Inc. please confirm whether they adopted by-laws at the initial meeting? I do find the situation somewhat questionable that the same board of directors have been at the helm of Haiku Inc. (whether legal or not) for so long. Also, that there are only annual meetings. There has been interest here to form these By-Laws. If the current board is incapable, and NY state law says by-laws are mandatory, then perhaps a committee should be set up to advise the board. This concerns me less, and I do not know what the arrangement is with Adrien and Haiku Inc. either, but this is interesting i.e worker's comp: "*Non-profits which have paid staff must comply with minimum wage laws, and with the requirement in most states to obtain workers compensation insurance.*" source <http://en.wikipedia.org/wiki/United_States_non-profit_laws> -- Karl vom Dorff BScH Biology (German Minor) numbdesign.com