[Community] summary of today's (2/6) call

[Eugene Eric Kim]

Thanks to the participants of this morning's call: Scott Blackmer, Andy
Dale, Nick Givotovsky (=nrg), Victor Grey, Eugene Eric Kim, Joaquin
Miller, Dale Olds, Dan Perry, Drummond Reed, and Paul Trevithick. Thanks
especially to Dan and Scott for their efforts and expert advice in our
incorporation drive.

We covered two issues:

  * Andy Dale asked about starting a new Working Group
  * Issues related to incorporating in Switzerland

= NEW WORKING GROUPS =

Andy Dale has proposed a new working group, the WISER Commons
Architectural Working Group, on the Wiki:

  http://wiki.idcommons.net/moin.cgi/WISERCommonsCharter

He asked what the next steps might be for becoming an official working
group. We agreed to delay the chartering of new working groups until
after we've incorporated.

= INCORPORATION =

Dan Perry provided a detailed update on his investigations into Swiss
incorporation.  Scott Blackmer referred him to First Law International, a
Brussels-based aggregating law firm with a satellite office in Geneva.
They focus on incorporation, particularly Swiss-based non-profits.  Their
rate is 250 euros/hour, which is expensive even for lawyers.  They
estimated a fixed fee of 3-4K euros + filing fees for incorporation.  Dan
suggested that a yearly retainer might cost another 1-2K euros/year, and
that it would probably be safe to double that in our estimates.

Scott Blackmer noted that these rates are for partners, and that
associate rates will be cheaper.  Scott also investigated some other
Swiss firms and said that rates generally are proportional to the
projected transactions.  For example, if we're going to move up to
200,000 Swiss francs a year, we would be charged 200-250 Swiss francs an
hour.

One alternative is to file the forms ourselves with the assistance of a
Swiss lawyer. Mary Rundle has already prepared some preliminary documents
that we can use as the basis of our filing. Dan approached Urs Gasser on
the recommendation of Joaquin Miller. Urs is a Swiss-based lawyer who
works with Mary Rundle at Berkman. Dan wasn't able to get a cost estimate
from Urs, because Urs is traveling, but he's back in town this week, and
we'll hopefully get a followup.

Dan expressed strong concern about paying a premium just to have the
panache of having a Swiss incorporation.  He noted that we don't
currently have a Swiss lawyer on the Stewards Council.  He also noted
that U.S. incorporation can be done very inexpensively, at about a third
or half the cost of a Swiss incorporation, and that we have U.S. lawyers
who are active in our community and who understand the process well.
Scott added that unless we expected a lot of work related to patents,
annual legal costs in the U.S. were likely to be low.

Scott noted that the Swiss nonprofit model seemed oriented towards
membership associations, which is not the Identity Commons model.  Eugene
mentioned a conversation with Mary Rundle a few weeks ago that confirmed
that Joaquin's proposal on the mailing list was one way to make our model
work in a Swiss nonprofit.

If we want to avoid incorporating in the U.S., and Switzerland is
prohibitive, Kaliya Hamlin suggested that we also look at Canada.  Nick
Givotovsky also offered to investigate other possible Swiss lawyers who
could help us.

The issue we are faced with can be boiled down to this:

  * Swiss incorporation is likely to cost between $6,000 and $8,000.  We
    have limited in-house expertise (Mary) on the issue and no Swiss
    lawyers who are part of the community.  We would also have to play
    with the language to get our model to work within the constraints of
    Swiss nonprofit incorporation.  The value of Swiss incorporation is
    neutrality, especially to international participants.

  * U.S. incorporation will cost between $2,000 and $5,000, and we have
    greater expertise within our community on how to do it.  Our
    organizational model also maps more cleanly into U.S. incorporation
    laws, which places fewer structural restrictions.

We need to decide what we want to do once and for all, and we need to
push forward on the issue.  The topic is open for discussion, and we'll
make a firm decision by our next call (February 21).  In the meantime,
Dan will continue to do research on the issue.

= NEXT STEPS =

In addition to pushing forward on incorporation (our top priority), we
need to start articulating our business model.  Now that we have a better
idea of our costs, we need to figure out how we'll cover them.  We are
opening this topic up to the mailing list and will discuss it in detail
on our next call (February 21).

Our next phone call will be next Wednesday, February 21, 9am PT.

=Eugene

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Eugene Eric Kim ................................... http://xri.net/=eekim
Blue Oxen Associates ........................... http://www.blueoxen.com/
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