Attorney David R. Sparer
Herrick & Kasdorf, LLP
16 N. Carroll st,
suite 500
Madison, WI 53703
phone: 608-257-1369
fax:
608-250-4370
>>> Seth Frey <
sethfrey@indiana.edu> 12/16/10
05:04AM >>>
Hey Rosebud, I did my best, but there wasn't an
attachment attached
like you'd hoped. Deadline is getting close, and
I'm traveling now,
but we can try for another iteration tomorrow if you want
to get me
that attachment. Otherwise, if you just want to let fly, we
need only
send this response and the copy of their
letter.
best,
seth.
Graduate Student, Cognitive Science and Complex
Systems, Indiana University
–– http://enfascination.com –– http://bloomingtoncoop.org
––
2010/12/15 David Sparer
<sparer@herricklaw.net>:
> Hi Seth:Â Answers is CAPITALS
below.
>
> I have also attached the Answers you wrote up, with my
suggested change.
> Only one change. It has yellow
highlight.
>
> I suggest that you print out the updated version,
with the addition of the
> signature section, saying that your answers are
true and correct, and then
> sign that. Then send it to me as a
pdf. I'll print it out and fax it,
> along with a cover letter, to
the IRS guy.
>
> OK?
>
>
> Attorney David R.
Sparer
> Herrick & Kasdorf, LLP
> 16 N. Carroll st, suite
500
> Madison, WIÂ 53703
> phone:Â 608-257-1369
>
fax: 608-250-4370
>
>>>> Seth Frey
<sethfrey@indiana.edu> 12/09/10 05:37PM >>>
> Thanks
Rosebud. I'm not 100%, but this is what I have. I've
attached
> an attempt at responses, and one attachment: the lease for our
third
> house as a part of question 3.
>
> Q.
333333333333333333333
>
> A little worried here. Should I dig
up a signed copy of that third
> lease? Are they evaluating us on
the state of the coop when we
> submitted in March, or on what we are
now. Are they interested in
> what contracts we Were in or Are
in?
> I DON'T THINK YOU NEED THAT NOW. LET THEM ASK FOR
IT.
>
> Q. 444444444444444444444
> 4. Do members have complete
control of your organization? If not,
> please explain. If
members do not have complete control of your
> organization, who has
control?
>
> Your advice was:
>> Question 4)ÂÂ Easy
enough to describe the membership of the board of
>> directors and what
role the board has, compared to the membership itself.
>
> My best
stab is:
> The members do not have complete control of the
organization. They
> may not change the bylaws or the articles of
incorporation. These are
> among the responsibilities of the Board
of Directors. The Board also
> delegates responsibility to the
membership to (a) carry out the
> purposes of the cooperative, as
expressed in its Articles of
> Incorporation and Bylaws, (b) develop
internal policy and manage the
> organization's programs, property, and
funds. The Board oversees the
> execution of these
responsibilities.
>
> Does our answer to Q.4 make you flinch?Â
Are there other typical roles
> of a board of directors that I would be
remiss to forget? The
> Articles say this:
> """
>
BOARD OF DIRECTORS
> Section 3: Functions
> A. Carry out general
purposes of the Co-operative as expressed in its
> Articles of
Incorporation and Bylaws.
> B. Make policy for the Co-operative and
exercise managerial control
> over the Co-operative's programs, property,
and funds.
> C. Delegate authority to and reviews performance of corporate
subdivisions.
> """
>
> As for the Bylaws, I found this
awkward bit which seems to contradict
> what we are saying about house
meetings, vs. general meetings, vs.
> board meetings:
> "3.2 The
board will be the sole decision making entity within the
>
cooperative."
>
> Should we do something about that, or is there a
way of interpreting
> it so that it isn't a problem?
> WELL FOR NOW,
THESE PROVISIONS ARE WHAT THEY ARE. I THINK YOUR ANSWER WAS
>
FINE.
>
> Q. 888888888888888888
>> and the IRS asked the
question
>> "What is Zen?"
>
> The Monk Mayo asked this
question of the Sixth patriarch: "What is
> Zen?" the Patriarch replied
that, "when your mind is not dwelling on
> the dualism of good and evil,
what is your original face before you
> were born?"
>
> Please
please tell me that that is what you told the IRS.
> AS I WROTE BEFORE, WE
REALLY CONSIDERED AN ANSWER LIKE THAT, BUT CALMLY
> BREATHED IN AND OUT
AND LET THAT DESIRE PASS AWAY LIKE A CLOUD IN THE SKY.
>
> THE
ANSWER YOU PROVIDED IS GOOD. A GENERAL EDUCATION FOR THE IRS ON
>
COOPERATIVES
>
> Qs. 9999999999999999999 and
10101010101010101010
> I made a stab at nine and ten.
>
>
THOSE ANSWERS WERE GOOD.
> I'm happy to incorporate any of your
suggestions before sending this
> along. It is a big relief that
this round of questions had no less
> running around or digging
through our cavernous filing cabinet for
> ancient
bills.
>
> seth.
>
>
> Graduate Student, Cognitive
Science and Complex Systems, Indiana University
> â â http://enfascination.com â â http://bloomingtoncoop.org â
â
>
>
>
>
> On Thu, Dec 9, 2010 at 2:33 PM, David
Sparer <sparer@herricklaw.net> wrote:
>> Hi Seth:ÂÂ Please
find a copy attached.
>>
>> I must also say that there are a
few questions where I just don't see what
>> he is getting at.ÂÂ
I mean I understand the question, but I can't see why
>> he
>>
would ask it.ÂÂ Some are really similar to, why didÂÂ you paint the
window
>> trim
>> light blue?ÂÂ Well, we could answer,
of course, but why is he asking this
>> question.ÂÂ It may be
worthwhile having me call him to ask what he has in
>>
mind.
>>
>> Anyhow, here's a few comments right
now:
>>
>> Question 1)ÂÂ I think that his long
recitation is correct.ÂÂ The question
>> about "subsets of your
organization," I figure is just because each house
>> has a level of
autonomy, but is never the less part of the overall
>>
organization.ÂÂ Not really anything more.ÂÂ Right?ÂÂ Who
collects the
>> rent,
>> easy enough to
answer.
>>
>> Question 2, and 3)ÂÂ I presume these are
simple to answer.
>>
>> Question 4)ÂÂ Easy enough to
describe the membership of the board of
>> directors and what role the
board has, compared to the membership itself.
>>
>> Question 5
& 6)ÂÂ ÂÂ Again, I believe these are easy to
answer.
>>
>> Question 7)ÂÂ This can be a critical
one.ÂÂ He just must not be the
>> smartest
>>
character.ÂÂ Answer would be, no member has equity interest - this is
a
>> non-profit.ÂÂ When a member leaves, they do not "sell their
membership" to
>> anyone.ÂÂ They simply leave, and get back
their security deposit, less any
>> damage claims.ÂÂ
Period.ÂÂ Is this right?
>>
>> Question 8)ÂÂ
This is the one that makes no sense to me.ÂÂ I feel I may
>>
need
>> to call him and ask what the heck he is thinking.ÂÂ This
is like the
>> application I did for the local Zen Dojo - and the IRS
asked the question
>> "What is Zen?"
>>
>> Question 9
& 10)ÂÂ When I talked to him on the phone I explained a bit
to
>> him
>> about how Nasco operates.ÂÂ We will have
to put it into writing, of
>> course.
>> However, I think he
was satisfied.ÂÂ Let me know if you want help with
>>
these
>> ones.
>>
>> So, I'm presuming that you will
write up answers and then run it by me.
>> Correct?ÂÂ As noted
earlier, I am sure I can ask him for an extra week,
>> and
>>
he would agree.ÂÂ Should I?
>>
>> Bye for now,
Rosebud
>>
>>
>>
>>
>>
>>
>>
Attorney David R. Sparer
>> Herrick & Kasdorf, LLP
>> 16
N. Carroll st, suite 500
>> Madison, WIÂÂ 53703
>>
phone:ÂÂ 608-257-1369
>> fax:
608-250-4370
>>
>>>>> Seth Frey
<sethfrey@indiana.edu> 12/08/10 08:49PM >>>
>> I won't
be able to get into the PO Box soon.ÂÂ Could you scan/send
the
>> followup.
>> Thanks,
>>
seth.
>>
>> Graduate Student, Cognitive Science and Complex
Systems, Indiana
>> University
>> Ä â Ŧâ Ä â Ŧâ http://enfascination.com Ä â Ŧâ Ä â
Ŧâ
>> http://bloomingtoncoop.org Ä â Ŧâ Ä
â Ŧâ
>>
>>
>>
>>
>> On Tue, Dec
7, 2010 at 11:48 AM, Seth Frey <sethfrey@indiana.edu>
wrote:
>>> Thanks Rosebud, that is a huge bummer. Ä ÂÂ We'll
get into the PO Box and
>>> back to work. Ä ÂÂ I'll let you
know if the docs are not in there and need
>>> to be scanned in from
your end.
>>> Best,
>>>
seth.
>>>
>>> Graduate Student, Cognitive Science and
Complex Systems, Indiana
>>> University
>>> Ä â Ŧâ
Ä â Ŧâ http://enfascination.com Ä
â Ŧâ Ä â Ŧâ
>>> http://bloomingtoncoop.org Ä â Ŧâ Ä
â
Ŧâ
>>>
>>>
>>>
>>>
>>>
On Tue, Dec 7, 2010 at 11:32 AM, David Sparer
<sparer@herricklaw.net>
>>> wrote:
>>>> Hi
Seth:
>>>>
>>>> The IRS guy called end of last
week and said he had additional
>>>>
questions,
>>>> and then in the mail I just got a two page list
of questions, with 10
>>>> questions.Ä ÂÂ Did you get it
too.Ä ÂÂ If not, let me know, and I will
>>>>
e-mail
>>>> you
>>>> a pdf
copy.
>>>>
>>>> He has a response date of Dec
16th. All the questions are just that,
>>>> questions.Ä
ÂÂ So we should be able to answer them on time.Ä ÂÂ
However,
>>>> I am
>>>> certain he will give us a
bit of extra time if I ask.
>>>>
>>>> Soooo - let
me know and we should work up these
answers.
>>>>
>>>> I will note that when I talked
to him I brought up with him whether it
>>>>
would
>>>> help him to see a list of other housing coops, that
are essentially the
>>>> same, that have already been granted c3
status.Ä ÂÂ He said it would
>>>>
help
>>>> him.
>>>> So, I will compile that list,
since I have a pretty long one.Ä ÂÂ That
>>>>
is
>>>> not
>>>> one of the questions, or
requests, but we can just add that in.
>>>>
>>>>
Talk with ya soon.Ä ÂÂ Ä ÂÂ Ä ÂÂ
Rosebud
>>>>
>>>>
>>>>
>>>>
>>>>
Attorney David R. Sparer
>>>> Herrick & Kasdorf,
LLP
>>>> 16 N. Carroll st, suite 500
>>>> Madison,
WIÄ ÂÂ 53703
>>>> phone:Ä ÂÂ
608-257-1369
>>>> fax:
608-250-4370
>>>>
>>>>>>> Seth Frey
<sethfrey@indiana.edu> 11/18/10 02:09PM >>>
>>>>
Thanks Rosebud, We're looking forward to the (hopefully good)
news.
>>>> seth.
>>>>
>>>> Graduate
Student, Cognitive Science and Complex Systems, Indiana
>>>>
University
>>>> Ä â Ŧâ Ä â Ŧâ http://enfascination.com Ä â Ŧâ Ä â
Ŧâ
>>>> http://bloomingtoncoop.org Ä â Ŧâ Ä
â
Ŧâ
>>>>
>>>>
>>>>
>>>>
>>>>
On Thu, Nov 18, 2010 at 2:36 PM, David Sparer
<sparer@herricklaw.net>
>>>> wrote:
>>>>>
Greetings Seth:
>>>>>
>>>>> I just wanted to
get you a copy of this letter.Ä â Ä ÂÂ This is
the
>>>>> cover
>>>>>
letter
>>>>> which I sent when I faxed everything to the IRS
person.
>>>>>
>>>>>
>>>>>
>>>>>
Attorney David R. Sparer
>>>>> Herrick & Kasdorf,
LLP
>>>>> 16 N. Carroll st, suite 500
>>>>>
Madison, WIÄ â Ä ÂÂ 53703
>>>>> phone:Ä â Ä
ÂÂ 608-257-1369
>>>>> fax:
608-250-4370
>>>>
>>>
>>
>