April 15 2008 – A Foundation | Positive Change Core

In this meeting, we made critical structural decisions and set a path for the future.

I. Updates on Current Activities

Structural Definition

PCC will pursue a single social business entity. The social business will be an LLC-B. The structure will be broad enough to include international personnel and activities. Currently, there is a core of active people, primarily in the US, but the span of interest and collaboration is global. For example, the business should accommodate products and services performed in Australia. The implications of an international business are under review.
From the international perspective, a quick web-glance indicates that social businesses may exist, but not prominently.
The nature of the business is a ‘relationship broker’. PCC will connect positive change activities to funding, services, and tools. It will promote and support collaborations. The business design enables measurement of impact and reach of positive approaches in schools and youth organizations.
Income from the business will support the activities of PCC in schools, communities, and youth organizations.

Incorporation

PCC is exploring incorporation as an LLC in Florida, Illinois, and Washington. The business will pursue a B designation, institutionalizing commitment to act in the best interests of current/past employees, the environment, stakeholders, and the locations in which we operate.
We know that the B designation is OK in Washington.
At the end of the fiscal year, the LLC will not have a profit, however a reasonable contingency account is appropriate.
A key factor in determining the state for incorporation is cost.

Board of Directors

We have a list of potential members of the board of directors. We will determine the number and composition based on a structure of roles and responsibilities (board, management, employees, and contractors).
PCC members on the call are candidates for the board.

Not-for-Profit

PCC will not pursue a new not-for-profit (NFP) incorporation. However, research into the description and status of the current Delaware incorporation will enable a decision to drop or maintain the Positive Change Corps name.
We determined that the primary reason for keeping a NFP is to apply for grants. However, our role is to connect schools and youth organizations with funders. We are not their competitors.
We will choose to amend the existing DE incorporated name to DBA Positive Change Core if the cost is reasonable. If the cost is high, we will not maintain the DE incorporation.

II. Funding

PCC has about $100 in its account. We need to identify startup costs, such as incorporation, virtual meeting services, and website.
A recommendation to establish an a $200 fee was made. We will review this suggestion when startup cost research has been completed.

III. Deferred Topics:

IV. Next Steps for Next Meeting: May 20, 2008 at 6:00pm EDT

Incorporation (Gina and Shelia). Research and make final recommendations for incorporation. Recommendation should include: state, type of tax structure (LLC-B), and determination of existing DE corporation.
Board of Directors (Shelia and Gina). Shelia will develop draft roles and responsibilities. Gina will consolidate lists of potential candidates for further review.
Startup Costs (All). Shelia will present three options for virtual meeting services. Key factors include services, participant load, and cost. Gina and Shelia will identify cost of incorporation as part of their recommendation. Shelia will identify costs associated with the PCC website. Everyone is invited to recommend items that will be necessary to begin our business. Please email Shelia and Gina (symcats@msn.com and Hinrichs@geneseo.net)