[Talk-us] U.S. Local Chapters

Peter Batty peter at ebatty.com
Fri Oct 2 09:31:27 BST 2009

Thanks to Bill for his previous post.
I was going to also point out what he mentions here and was in the other
article he linked to - lawyers I have talked to (albeit a small sample) seem
to recommend Delaware for incorporating (non-profit or otherwise - my
startup Spatial Networking is incorporated in Delaware, even though I live
in Colorado).

In regard to having a physical location etc, there are lots of companies
that will act as your "registered agent" and fulfill the needs of having an
office in the state etc. I think this generally costs in the order of a
couple of hundred dollars a year. Some example services here:


For example, this one charges $118 all in:

It seems far better to me to do the incorporation through an independent
agent like this, rather than associating OSM with the physical address of
any individual member, who might move, lose interest in OSM, etc etc.

So personally I think there is a pretty strong case for just incorporating
through an agent in Delaware, unless there are others who know of reasons
not to do this (IANAL).


On Thu, Oct 1, 2009 at 9:48 PM, Bill Ricker <bill.n1vux at gmail.com> wrote:

> On Thu, Oct 1, 2009 at 2:19 PM, Anthony <osm at inbox.org> wrote:
> > I'd recommend setting up the draft bylaws prior to making the decision of
> > where to incorporate.  How we want to run the organization will help
> > determine where (and whether) to incorporate.
> Right, as otherwise the locality dictates what sort of bylaws you can have.
> Anthony's point on the bylaws talk page that a discussion of
> principles and alternatives should come before legally drafting seems
> wise -- and drafting thzlegalese  to  match our principles and the law
> of the chose state should be left to a professional.
> Massachusetts has several oddities in recommended not-for-profit
> bylaws .... and THREE separate annual reporting requirements. It's the
> only jurisdiction I have board / officer / bylaws-committee expertise
> in, and I would have to recommend incorporating a national entity
> elsewhere. There's probably a state with worse paperwork for a small
> board,  but I don't know.
> The only safe early choice is probably Delaware ... provided you don't
> make replacement of provisional bylaws difficult, which error any good
> Delaware attorney should help a provisional board from making. Per
> expert I cited in previous post, it may be the only sane choice
> anyway.
> Having been a Director and Officer of a 501(c)(3) corporation subject
> to Discovery in Litigation, I can not recommend serving on a Board
> that does not have adequate Directors' Liability Insurance.
> --
> Bill
> n1vux at arrl.net bill.n1vux at gmail.com
> I am not a lawyer, and Justice Scalia agrees it's better that way
> http://url.ie/2k04
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Peter Batty - President, Spatial Networking
W: +1 303 339 0957  M: +1 720 346 3954
Blog: http://geothought.blogspot.com
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