[haiku-inc] Re: Is Haiku Inc. operating in accordance to NY state law?
- From: Karl vom Dorff <karlvd@xxxxxxxxx>
- To: haiku-inc@xxxxxxxxxxxxx
- Date: Tue, 30 Sep 2014 23:06:06 -0400
On Sep 30, 2014 10:55 PM, "Urias McCullough" <umccullough@xxxxxxxxx> wrote:
>
> On Tue, Sep 30, 2014 at 7:25 PM, Karl vom Dorff <karlvd@xxxxxxxxx> wrote:
> > I honestly do not see what you are talking about. Please point it out,
pg.
> > number and paragraph.
> >
> > I mention specifically by-laws because that is what it says on NY
State's
> > website.
>
> They *are* the bylaws. "Articles of Incorporation" are commonly the
> starting bylaws by which corporations abide by. They just don't
> contain all the details you want them to.
>
> > "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
> >
> > And if I have missed it, where is the fixed date for elections?
> >
> > "In addition, a meeting of members must be held annually for the
election of
> > directors and the transaction of other business on a date fixed by or
under
> > the by-laws. (See Section 603 of the Not-for-Profit Corporation Law."
>
> This part appears to be missing from our bylaws... and this, coupled
> with our lack of annual meeting/election seems to be your proverbial
> "Smoking Gun" that you are holding over Haiku, Inc. at the moment
> because you fundamentally disagree with how things are being run.
>
> Sorry, but all I really see coming out of this discussion at this
> point is that you very much dislike how Haiku, Inc. is run.
Of course I dislike how it is being run because it is not being run
correctly. But it is not about me or you. Sorry if you take that personally.
>
> We obviously haven't fixed every mistake that was made when Haiku,
> Inc. was initially formed (some of these are entirely new to me) - as
> such we're likely still out of compliance with NY state not-for-profit
> regulations. We need to fix this problem in order to remain a tax
> exempt entity operating within the state compliance requirements. I
> suppose as a director, *I'm* at risk for being sued by the state of
> New York being privy to this now. I get the choice to resign, or help
> fix the problem - I'm curious - what would you choose?
>
> I suspect that even if we resolve the technicalities and get the
> housekeeping in order, you still won't be satisfied until it's run the
> way you propose it should be.
I have offered to help collaborate over new by-laws (where a lot of the
problems and technical difficulties have been resolved) but this has been
consistently ignored.
>
> What I don't expect to see from this discussion are the things Haiku,
> Inc. *has* improved over the years...
Usually things that are working are not discussed.
I am not holding a smoking gun over Haiku Inc. I am just pointing things
out that I think are putting Haiku Inc. at risk.
>
> - Urias
>
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