Dear GONE Members,

At GONE's Annual Meeting in January, we discussed the incorporation of GONE. I explained to folks at the meeting the reasons for incorporating and the process involved. Below is the summary I offered at the Annual Meeting. After the overview, I discussed next steps. Please read carefully and follow the directions. Feel free to reach out to me with any questions or concerns. Then please vote and return your ballot promptly to Stephanie, GONE's secretary, in the SASE that will be enclosed with the incorporation documents you will receive in the mail.

Incorporation Overview

It came to our attention a year ago that the club is not incorporated. That means that we have no liability protection as individual members and particularly the board members. In today's litigious world, such protection is crucial. We are involved in a sport where there are accidents and things go wrong despite the best of plans and intentions. If we expect members to step up to volunteer at trials and to be leaders of this club as board members, we MUST protect them.

We hired an attorney last year to pursue incorporation for GONE. GONE has not been incorporated in Massachusetts which has left us vulnerable to liability. We did not meet the criteria to become a tax-exempt non-profit as a 501(c)(3), 501(c)(4), or 501(c)(7) – missions are charitable, religious, educational, social sports club, etc. with strict criteria around membership and/or where our income comes from and/or how the income is used. So, we need to incorporate as a taxable non-profit corporation.

This means that we will have to file an annual tax form with the IRS (Form 1120) and pay taxes on our net income. We will also need to file state corporate taxes. Since our income is minimal, our tax burden will not be significant. We could also consider making a tax-deductible donation toward the end of each year to offset our tax liability. (This is something the Board could vote on each year.)

The attorney has updated our by-laws to be in line with Massachuestts requirements for corporate by-laws. The significant changes are:

1. Massachusetts requires that all votes of the membership take place at an official meeting. This means that we had to revise our election process for board members. Until now, voting has been done by a mail-in ballot in December to encourage every member to vote since we typically get only 25-30 members at an Annual Meeting. Our new by-laws state that we will vote by proxy (which is essentially the same thing as the mail-in ballot) and the Secretary of GONE will act as the proxy casting the votes for everyone at the Annual Meeting. This is the only way we can make voting accessible to all the members.


2. Because the proxy votes will only be for Board elections and not for any other votes taken at an Annual Meeting, we will need to have 2 meetings. The first one, the Annual Meeting of voting members will be for the Board election. The proxy votes will be cast and the results announced, and then this meeting will be adjourned. We will then open a second Annual Meeting of the Board of Directors to conduct the rest of the club business so that those attending can then vote in person. As in the past, we will need a quorum of 25% of the members in good standing for any votes.

For the incorporation process, one person needs to act as the "sole incorporator", and there needs to be a physical mailing address. I am currently serving as the facilitator for this whole process, so it seems logical for me to serve as the sole incorporator. It is merely a formality so that the state has one person to contact should there be any issues. The Board has already unanimously approved my serving as sole incorporator. GONE members will also need to approve this as well (by a 2/3 vote).

Next Steps

The Board has voted unanimously to approve the incorporation of GONE. Now, we need you, the members, to vote. Attached you will find the Articles of Incorporation (that I will sign as sole incorporator), our new by-laws that meet Massachusetts corporate standards for you to review. Shortly, you will be receiving a paper ballot in the mail for members to vote on the conversion of GONE to a Massachusetts Non-Profit Corporation along with a self-addressed-stamped-envelope to return your completed ballot to Stephanie, GONE's secretary.

Read through the materials and reach out to me with any questions or concerns. Then, please vote on the ballot and return your ballot to Stephanie as soon as possible.

Once GONE is Incorporated

Once we are incorporated, we then need to apply to the IRS for an Employer Identification Number. GONE has been using a member's social security number for our bank account and our PayPal account, and that simply isn't acceptable. Again, one person needs to be the point person for the application. GONE's president Jo-An Courtemanche will serve in that role. Then we can get our PayPal account up and running again to use for online trial entries and paying membership dues.

Lots of big steps that will help strengthen and protect our club!

I look forward to getting past this paperwork and seeing all of you out on the coursing field.

Onward,

Cricket