[Community] Incorporation

Mon Feb 19 09:50:58 PST 2007

I got some more information from First Law International about Geneva costs:

The Geneva law firm in their network is the “Praetor” firm (www.praetor.ch
<http://www.praetor.ch/> ), ETUDE ZPG ZIEGLER PONCET GRUMBACH CARRARD
LÜSCHER.  Through FLI, their partners charge a blended rate of CHF 250 /
hour (about $200), for corporate, intellectual property, and other work.
They would do a Swiss incorporation for a flat fee of $4,000-5,000.  They
estimate annual back-office costs at $5000-10,000.  

Dan, if you want to talk to them directly, the head of FLI is Orlando
Casares in Brussels,  <mailto:ocasares at first-law.com>
ocasares at first-law.com, tel: (011) 32 2 626 0607.

-- Scott

W. Scott Blackmer

Technology Law & Consulting

Tel:  1.801.495.1503

Mobile:  1.801.953.3858

Fax:  1.801.649.3053

E-mail:   <mailto:sblackmer at blackmerlaw.com> sblackmer at blackmerlaw.com

Web:   <http://www.blackmerlaw.com/> www.blackmerlaw.com 

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-----Original Message-----
From: community-bounces at idcommons.net
[mailto:community-bounces at idcommons.net] On Behalf Of Daniel Perry
Sent: Wednesday, January 31, 2007 11:12 AM
To: Brett McDowell
Cc: community at idcommons.net
Subject: Re: [Community] "minutes" from 2007-01-31 stewards council call

On Jan 31, 2007, at 12:57 PM, Brett McDowell wrote:

> Bill Washburn, Joaquin Miller and I joined the scheduled Stewards

> Council call today.

Did we have a standing phone conference?If so, I missed that  

understanding - sorry

I really appreciate Joaquin's efforts to move us forward but (to his  

credit) he is not a Swiss lawyer.

> 1. Is the corporation going to be constructed around the notion of

> "general assembly" members being equal to "steward council" members

> OR "general assembly" members being equal to all participants from

> all ID Commons working groups?

I am totally unaware of the legal/liability implications of the  

"general assembly" from  Swiss regulatory and legal perspective.

> 

> 2. Is the "executive committee" of the new corporation going to be

> another convening and deliberative body within the stewards council

> OR is it equal to the stewards council OR is it simply a formality

> that--through careful crafting of bylaws--will have no authority to

> meet as a deliberative body or make decisions independent of the

> steward council?

Same point as to the "executive committee."

> 

> 3. In terms of liability and D&O insurance... is this going to only

> cover the "executive committee" or all members of the "general

> assembly"?  To illustrate the question, in a US non-profit

> corporation a person from the "Board of Directors" would be concerned

> about liability and D&O insurance so which group within the Swiss

> corporation is analogous; executive committee or general assembly or

> other?

Assuming that we purchase D&O insurance from a Swiss carrier (which  

would make sense) they would likely provide us a blanket coverage of  

all aspects of the organizational structure.

> 4. How will the officers be elected?

> 

> 5. Do others share the urgency some of us feel that the folks who

> sign the incorporation papers have some notion of authority to do

> so... could we elect them as "officers" in advance, or have a "letter

> of intent" to elect them as officers or even just have them post a

> "letter of intent" to serve as officers if they are elected later in

> accordance with the bylaws of the

> organization? ...something? ...anything?

It is crucial that we step carefully here.

> 6. What will be our quorum in the new corporation?

The Swiss regulatory agencies may dictate quorum requirements. We  

will need to discuss it with a lawyer. I will attempt to speak with  

Urs to get his take on this.

> My final report is on our conclusion during the call that the ID

> Commons Stewards Council has never, to our knowledge, set quorum for

> itself and therefore has never met quorum and therefore has never

> "formally" made any decisions.  That strikes me as wrong because I

> remember Eugene putting together some initial process to ensure the

> group had some way to make "fair" decisions but I wasn't able to put

> my finger (or my browser) on those processes while we were on the  

> call.

I recall that while no specific quorum was established it was  

everyone' s intent to have more than three people on the call. If we  

are to have a regularly scheduled call I will put it on my calendar  

and be there.

> I for one do not recognize today's meeting as being a true/official

> meeting of the Stewards Council because we only had 3 folks on the

> call, but that is my personal assessment and apparently nothing that

> can be either denied or confirmed through any notion of process.

> Please tell me I'm wrong about that and point me to the process again.

> 

> Thanks all,

> 

> --Brett

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