OGM + Lionsberg General Counsel, 2021-04-06


Bill Larson, Jordan

Jerry, Charles, Klaus, Pete, Doug



  • (not captured in notes)
  • Meta: I (Pete) wish I could turn off the Nyan Cat status bar in HackMD

Wrap 1:27

  • Bill and Jordan to add legal section to MoU for OGM to look at
  • Klaus to suggest to Global Regeneration CoLab
  • OGM to socialize and reflect internally

Content of Meeting 0:17

process so far - alignment - technical details - legal details <-- you are here

goals - rapidly, rapidly replicate model - global movement - sustainable prototypes - structural (..) that lets it replicate - stewardship - preserve autonomy - highlight interdependence - pragmatically solve problems and demonstrate / model solutions - learning community / finding answers - prototype, learn, keep each other safe at each step - strong pool of knowledge (an OGM core strength) - maybe annual conferences where we come together to share knowledge - change culture - concerned about each other - concerned about sharing

structure - organizations - commons between organizatoins - what are the commons? - trusts - knowledge "seed banks"

directions / options - fiscal sponsorship route - help OGM spin up an org that can be - light, traditional path - puts OGM on the path to having its own non-profit status - fiscal sponsee has its own organization - create fractal replication of the Lionsberg structure - create a branch, with fractal non-profit+for-profit (clone both) - fork + subsidiary that can be autonomous - subsidiary is immediately non-profit (instead of 9 months with IRS) - subsidiary owns a C corp - Delaware 501(c)3 + C corp - long-standing for generations; non-profit; tax cap - non-profit that is owner of a for-profit - Jordan's hypothesis: gets the same useful/valuable structure at a fraction of the time and cost - non-profit + C corp = basic fractal building block - quick replication, easier to administrate - allows for governing documents to be different at different fractal levels - for the fractal approach, we then start a 501(c)3 + a Delaware C Corp right away? plus a bank account for each? - in Californa and Delaware, a single person can be the director (sole member of the board) of a non-profit - a "board" is needed for legal reasons, but we want to evolve governance beyond that - "weight friends" - subsidiary within Lionsberg (sort of fractal) - could be spun off - owning org would acknowledge up-front that subsidiary can spin out - HR, having employees - Lionsberg has HR infrastructure already - language of "subsidiary" creates some un-comfort - better: upside-down, tree trunk - maybe: aspen grove - would like to come up with better language - what does "sovereignty" really mean - ownership is a bundle of rights - fee simple absolute deed = "ownership", but actually doesn't capture ALL rights

Tree trunk + branches - shared services in trunk - some allocation from branches back to trunk to cover costs - the more we have running in parallel, the better - ecosystem diversity - can afford better shared services - there are already lots of good niche orgs; a lot of it is just connecting

Good services to share - legal - governance - HR

Non-profit - solicitation registration required in 41 US states - non-profits are often not aware - includes even a "donate" button on a website or solicitation on Facebook - can costs 5-15k per registration - centralized donation with an entity

Bill's explanation: * sometimes non-profit gets into activities that are on the edge of the mission * too much unrelated profit causes trouble * vs. "pasture" non-profit (non-profit owns LLC); profit is imputed to non-profit; unanticipated unrelated tax liabilities * C corp stops that; C corp can allocate profits as it wants, including donations * C corp can employ people, and lease them to the non-profit * provide a range of services to other orgs * equity of C corp has perpetual interest that accrues to benefit of non-profit, not one or a few people * no estate tax * no one person owning everything and then selling it all * all the non-profit values can be expressed in the for-profit world * demonstrates values to other for-profit companies

"C corps often don't pay taxes" - the problem isn't the entity, it's that rich people avoid taxes however they can - exploiting bugs in international relations - another problem that isn't the entity is focus on short term profitability - can do sharing and generosity, rather than extractive search for personal wealth

in sum: - tax matters - expression of values - sustainability, generational, benefit to people

Q: how about a franchise model? - values preserved by franchisor - compatible with C corp - "soft franchising" - could be licensing agreement - could include revenue sharing

Other orgs - Global Regeneration CoLab

Other Notes - the Zeiss organization is a favorite example of steward ownership - someone says "social franchising" for bottom-of-pyramid... https://www.dummies.com/business/start-a-business/3-types-franchising/ - the next chapter after "the nature of the firm" and "coase's penguin" - nothing can be sustained without the social and moral values to sustain it - pure democracy = stupid mob can take over - discernment by the “weighty quakers” - “sense of the meeting" - “weighty OGMers” - Weighty Friends and Quaker Pharisees