[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 20:28:41 -0400

Well I asked, because I read the original certificate posted on Haiku Inc.s
website, and there is nothing in this regard (by-laws). But, if you have a
copy or draft kicking around somewhere, that would be great.

http://haiku-inc.org/documents.html

Secondly,

"*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*."

Perhaps there were meetings, but the last documented one was in 2011!

http://haiku-inc.org/documents.html

I just think this is not running as legitimately or efficiently as it could
and should be.



On Tue, Sep 30, 2014 at 8:21 PM, Urias McCullough <umccullough@xxxxxxxxx>
wrote:

> On Tue, Sep 30, 2014 at 4:54 PM, Karl vom Dorff <karlvd@xxxxxxxxx> wrote:
> > "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
> >
> > Can Haiku Inc. please confirm whether they adopted by-laws at the initial
> > meeting?
>
> Other than the certificate of incorporation papers, I'm not sure I've
> ever seen different bylaws that were created by Haiku, Inc. (and it
> seems Mr. Phipps confirms this)
>
> They don't state *how* the board is elected - so we may have to amend
> that very soon. They do however state the purpose of the organization,
> how funds are to be handled, and how dissolution is to be dealt with.
>
> Some items have been amended via meetings since then, such as the
> board of directors, official address, etc.
>
> > 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.
>
> Well, the bylaws could basically state that the current board of
> directors is in charge of electing the subsequent board of directors -
> which is a perfectly viable option for bylaws. This is basically what
> has occurred thus far, but I haven't seen it documented as such.
>
> That would quickly fix the "loophole" you're calling attention to.
>
> What it seems we are *not* doing, is having the annual meeting to
> re-elect the board of directors. This apparently needs to start
> happening. As such, since the source you quoted does say that an
> annual meeting is mandatory, I think we're out of compliance at the
> moment.
>
> > 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
>
> This usually only concerns actual employees. For contract employees,
> Workers' Comp insurance is generally unnecessary. If it was, then
> every time you pay someone to produce work product for you on the
> internet, you would be forced to pay for workers' comp insurance on
> that individual. This would be an insane situation. If Adrien was
> working in an office environment provided by Haiku, Inc. while doing
> contract work, then things might be a little murkier. Also given that
> Adrien doesn't even live or work in the U.S., I'm pretty sure that's
> completely out of NY jurisdiction.
>
> There are also some Workers' Comp requirements for volunteer staff,
> but this usually revolves around certain job duties, such as volunteer
> firemen (and other high-risk jobs), etc.
>
> Considering I write insurance policy management software for a living
> (including Workers' Comp), and have been doing so since 2001, I feel
> pretty safe making these statements :)
>
>


-- 
Karl vom Dorff
BScH Biology (German Minor)
numbdesign.com

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