Hello Adam,

Sorry we are having challenges connecting. I hope you are prospering in Vegas and getting a little sleep as well.

Clayton told me that essentially how it works is that we would pay him to put all of the legal documents together (5013c incorporation documents, articles of incorporation, bylaws, and other documents) for the IRS to verify our tax exempt status.

We will need to put our board of directors or trustees together and then the IRS will verify that the board has legitimate intentions around forming a non-profit for legitimate purposes, not just to avoid taxes.

I told him our intention is to create an entity that is a museum building type to educate the public about the benefits of reducing our impact on the environment through interactive experiential exhibits.

He said that because it is in the public’s interest and for their benefit that we fit the description of a non-profit exactly.

All we need to do is get the incorporation documents filed then we can start raising money. Filing those documents would only take him a couple of weeks once he has the information from you and $3,000 for his fee.

The part that takes the longest anywhere from 6 months to a year is for the IRS to approve the tax exempt status. This is also the most expensive aspect of the process anywhere between $3,000 and $10,000 depending on how much the IRS wants to know.

The good part is that we can be raising money while we are waiting for that approval, because we will be incorporated way before that.

Also, you or anyone of the officers can structure an agreement with the non-profit to loan it money up front in order to get it going and then the non-profit pays everyone back as we raise money.

Both Ellen and I need to put our design services contracts together for our design services with the non-profit so that the IRS can see and verify that we are being retained for those services at the prevailing market rate. Not trying to take advantage of the system by charging inflated fees. Then the non-profit pays us or design fees with money we raise as we move forward.

Dam I was really hoping to plunder the museum for all it had so I see my picture on the front of the LA Times just once in my life.

Also, Clayton will only deal with one person through the process not the board of directors or trustees. That person is you the mastermind behind the project. This I totally understand as he doesn’t want to get conflicting information and go around in circles wasting time.

Then I asked him if he could sit on our board of directors or trustees and he said that would be a conflict of interest, but that he could sit in on their meetings and provide legal advice to the board. He said he advises several non-profit boards in this way now.

All that said I think you, myself, and Ellen need to get together this week to bring her up to speed and schedule a date to begin our visioning.

What do you think?

I will be working this week on locating possible scientists for us to interview and approach for the board.

I will also start on my design services agreement so I can present it to the board of directors or trustees approval when the time comes. I intend to survey you prior to that time to make sure you are behind it.