Re: [Spi-private] Re: Inviting questions from SPI

From: Jimmy Kaplowitz <jimmy(at)spi-inc(dot)org>
To: David Graham <cdlu(at)railfan(dot)ca>
Cc: spi-private(at)lists(dot)spi-inc(dot)org, spi-general(at)lists(dot)spi-inc(dot)org
Subject: Re: [Spi-private] Re: Inviting questions from SPI
Date: 2007-07-13 21:43:08
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On Fri, Jul 13, 2007 at 03:43:36PM -0400, David Graham wrote:
> As with any corporation, the purpose must be set out at its founding
> and it is my understanding that this purpose cannot be changed.

This is entirely incidental to the main thrust of the discussion, but
the corporate purposes can be changed. We would, however, have to follow
the procedure for amending our articles of incorporation (and also our
bylaws since the purposes are unfortunately duplicated there), then file
the updated copies with New York and send them to the IRS to give them
the opportunity to raise any problems that the new wording might
introduce regarding our tax exemption. (No, we don't have to reapply,
nor pay another IRS fee, but we do have to notify them in case they find
an issue.)

Of course, making any such amendment would require us to fix the same
problems that are preventing us from reforming our bylaws (i.e. too many
inactive contributing members making it effectively impossible to reach
quorum in a member vote.) I see no need to amend the corporate purposes
right now, anyway.

- Jimmy Kaplowitz

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