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<p>August 27, 2009 WOATRA Members, Hopefully this note finds you all well with fond memories of a good summer. At our June 5 General Membership meeting in Lacey, the motion was made and approved by the membership for the organization to pursue steps necessary to bring WOATRA into full compliance with state and federal requirements. The membership authorized up to $3,000 to use toward the initiative. At that time I committed to provide a status report to WOATRA members toward the end of August. A committee was formed to address the matter that included at large members Brian Hanser and Kym Beckenhauer, Board Members Abi McNaughton and Jim Patneaude, and Executive Director Jody McCrain. After reviewing documents, speaking with legal experts and assessing WOATRA’s existing structure, it’s the opinion of the committee that becoming a legal “Not for Profit” entity is a move we need to make. Establishing ourselves legally will allow us to institute the proper financial safeguards that aren’t in place today and protect WOATRA membership, its Board and Executive positions. On August 3rd the committee met with Attorney Robert Sailer from the Pacific Northwest Law Group. Mr. Sailer has worked with Brian Hanser through the Boy Scout organization and agreed to meet with us at no initial charge. The purpose of the meeting was to clarify our earlier findings, determine the type of legal entity that would best suit WOATRA’s needs, identify steps necessary to meet compliance, and review current WOATRA practices and documents to determine what modifications would be required. Initially: To form a legal “Not for Profit” (NPO) we’ll need to take the following steps: 1. File Articles of Incorporation with the Secretary of State (only one of our states is required). 2. Adopt by-laws (our current Constitution will require some modification). 3. Hold Organizational Meetings 4. Obtain a Federal Employer Identification Number (critical for banking and financial protection) 5. File for a Master Application to Washington State Dept. of Licensing. 6. File requisite forms with the IRS. Mr. Sailer reviewed WOATRA’s Constitution and indicated that although a good deal of the necessary content was in place, some modifications are required. In order to minimize expense, Mr. Sailer recommended the committee review by-laws of similar organizations that are legally established. The committee gathered sample documents from other educational textbook and trade associations from around the country and is comparing these with WOATRA’s existing by-laws. On Monday September 4 the committee will meet to review those documents and draft modifications in preparation for our next meeting with Mr. Sailer. The Pacific Northwest Law Group has specialists in Not for Profit documentation. We looked at some on-line options to prepare our documents but realized we need and expert. The Pacific Northwest Law Group has structures in place that allow them to do so at minimal cost. Our price is $1500. The expertise is right, we’re confident that the execution will be right, and the cost falls within the funding authorized at WOATRA’s June meeting. So we’ll use the Pacific Northwest Law Group to prepare and process our documents. One of our initial concerns about establishing ourselves as a legal entity was the time and dollar impact it could have on our membership to maintain the status in future years. Below are the steps necessary to continue as an exempt organization. Annually: To continue as an exempt organization, NPO’s must perform the following: 1. File Annual Reports with the Secretary of State. 2. Hold Annual Meetings to elect officers and directors. 3. Maintain corporate records, including Articles of Incorporation, by-laws, list of members, officers and directors, records of accounts and finances, and meeting minutes. 4. Maintain procedures for admitting or expelling members, membership dues and membership benefits. 5. File Form 990 and other requisite forms depending on NPO type and status, with the IRS. We don’t have specific dollar amounts yet for the license and filing fees, but we’ve been told they would be less than $100. There will be minimal impact on the organization to maintain our Not for Profit status. In addition, liability insurance for the organization would cost between $500 and $1000 annually. We will have more detailed quotes as we move closer to incorporation. In mid-September the WOATRA Board will hold one of our business calls. At that time the board will review this initiative along with other business items that have been brought forward. If you have any questions please don’t hesitate to contact me or any of the other members Thanks and best to all of you during the new school year. Sincerely, Jim Patneaude WOATRA Board President Pearson Education 206 963 1726 James.patneaude@pearson.com</p>
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