Log
Board Meeting
July 15, 2012

NANCY July 13 8:05 amThis is the annual payment to Wisco to renew our nonprofit physical location requirement. We are licensed in Wisco. The IRS requires us to have a physical location, and this has been it. The bank account is now down to about $50 and being eaten up at $9/mo for business banking account charge. I think we are approaching the point where we must decide to eat into PayPal funds to keep the nonprofit alive, as the big expenses of $200+ for Delaware rep (also required) are approaching, and then there is the PO box rental here yearly, though I supposed we could switch to using my PO box with change of address as appropriate done.

Has the Troubled Times, Inc function of explaining what to do about the coming Earth changes and Pole Shift been replaced by the many survival sites flourishing on the web? By the documentation made available on all the ZT/TT mirror sites including Mike Lobs survival docs which are on half a dozen sites around the world?

Is it time to wind down activities and close out the non-profit, utilizing what we have until the last penny is spend? I raised this issue a year or so ago when I saw the trend.

ROGER July 13 8:35 am xxx

xxxI placed an order for booklets last spring in anticipation of a rush based on Mike's analysis and the apparent ramp up of signs. The element of doubt has been maintained at too high of a level and I've not seen any increase in orders, to the contrary I've seen only one order in the last 6 weeks! At the moment, the Paypal fund is all but depleted and I'm sitting on close to 400 booklets and about 20 or 30 CD sets. Perhaps you should close out the checking account and save the $9/month they're charging. We could use a personal check or money order to make these last couple of payments if needed.

When will the Delaware rep payment and the PO box fee be due?

Could we shut down "de facto" but maintain our internet presence in order to roll out these books? We could avoid the Delaware fee and keep the PO box for a little while longer. Legally we would be closed but keep the "storefront" open to sell down the excess inventory.

NANCY July 13 12:23 pmThose are all good questions. I will assume we are having a business meeting and record all these emails. If we close the bank account then how do we cash checks? Endorse them over to me, Nancy Lieder, or take away the snail mail address and we would just insist on PayPal only? Then someone someplace would have a record of where to send a check and do so, so endorsing them over is the way to go. I would keep a log of what went into my personal account and pay the big bills from that when they come due.

The Company Corporation charges $245 I think, and is due in the Fall. Delaware. Even if I close the checking account here and transfer the $50 or so to my personal account, it is not enough to cover that. So we would have to officially close out and not require ANY of the Delaware rep, Delaware annual fees, or the Wisco annual fees from now on forward. I don’t think we have to explain any of this until we get to the end of our business year, to the IRS, to the State of Wisconsin, etc. I’ll pull out the paperwork and lay out a plan.

The tricky issue is how to market 400 booklets as being put out by a nonprofit if we’ve closed our doors.

ROGER July 13 12:53 pmI'm by no means knowledgeable about corporate law, but it seems there should be a way to close down over an arc where certain activities cease and others are in maintenance mode until some predetermined endpoint has been reached. We have sort of been doing this on a very long arc since 2003. The only issue is what to do with the proceeds once the inventory is exhausted. Do we lower the price to barely cover postage and thereby only bring in enough revenue to cover expenses and basically maintain a zero balance until the last booklet goes out?

What happens to corporate assets when the corporation closes? Is it like how an estate is handled when a person dies? It may be possible to continue to sell booklets in a sort of trustee-type state even though the inc. is officially defunct. A final order declaring how the "trustee" should manage the inventory and the revenue might work like a will for a person. I'm just spit-balling but it seems there should be something like this in the regs.

NANCY July 13 2:32 pmI know that the remaining “assets” of a nonprofit must be given to another nonprofit, not to officers or members or board members or whatever. We settled physical assets over a year ago, writing them off or selling them for whatever could be got. I could not give the hydroponic stuff away, so it was as I recall sold to Roger for $1 vs being junked at the curb.

Since the inventory is our only “asset”, if we don’t reprint booklets, and just burn what we need in CD’s, then we can get down to nothing, or close, before slamming the door.

I think my idea of perpetuating the nonprofit until that point is reached, with myself loaning the nonprofit whatever funds it needs to pay the big Fall, 2012 costs, with closing the bank account and PO box (using forwarding to my personal PO box in the meantime if necessary) would allow us more time to divest of the inventory.

Roger collects the PayPal from any combos or booklets or CD’s sold. Taking only what he needs for postage. Hopefully ending the inventory and paying back any loan to me will coincide! Close, in any case.

NANCY 7/14 7:10 amCloseout Plan, ie Expenses Anticipated and Treatment Thereof

Bank Account $109.93 - $54 for Wisco = $55.93 $10.50 would be withdrawn on 7/29 unless closed. BANK ACCOUNT TO BE CLOSED on July 17, 2012 when last check has cleared.

Troubled Times domain $12.95/year would NOT BE RENEWED.

[Closeout Fund = $55.93]

(Sales – Expenses) can be estimated from 2011, as follows: PayPal + Checks – Postage – PaypalFee – Supplies = Net $1271.30 + $160.80 - $305.64 - $91.39 - $85.32 = $628.15 For ½ the year 2012 or less, then, even with reduced sales, assume $314 or enough to cover closeout.

TCC $235 due on 9/28/2012. Last paid on 9/28/2011. Delaware requires a physically located representative. This must be renewed if we are to continue the nonprofit until our inventory is depleted. We cannot “sell” the nonprofit assets if no longer legally a nonprofit. In that just selling the booklets alone would be more than this amount, we could anticipate recouping the $235. RENEW for another year.

[Closeout Fund = -$179.07 + (Sales – Postage)]

Delaware Annual fee $25 for having a Delaware corporation. Due for renewal on 12/29/2012. RENEW for another year.

[Closeout Fund = -$204.07 + (Sales – Postage)]

PO Box 10 paid through 3/7/2013 would NOT BE RENEWED but replaced by change of address to Wisco, TCC, Delaware, and on the web for any checks for our publications. PO Box 10 would be given a forwarding notice at PO so any mail received would be forwarded to PO Box 78, my personal PO)

At some point the booklet inventory would be depleted with only a handful of supplies (this is never considered an “asset” per the accountant we hired when Ron Darby was here). When this occurs, I remove the Nonprofit advertisement from the website, from my marquee, from the ZetaTalk home page. We are, officially, NOT IN BUSINESS or purporting that we are.

July, 2013 $54 Annual Renewal Wisco Registration of a Nonprofit (IRS requires a physical location) would NOT BE PAID but rather a statement make to Wisconsin that the nonprofit is dead, however that is phrased. Presumably inventory would be depleted by that time.

December 31, 2013 or as soon as the end point is reached all legal entities informed formally that the nonprofit closed its doors (Wisco, IRS, Delaware, TCC). Wisco requires a final accounting, which by that time would show the nonprofit owed a slight amount to Nancy, presumably, so we did not use the nonprofit for personal profit, the only consideration. Or if there is cash on hand, write a check to another nonprofit, as this is what is legally required by the IRS.

NANCY 7/14 9:16 amWhat happens if we wrap around for a full year and still have plenty of booklets left? Humm. Continue this process for another year? That is an option. What happens if and when we do distribute all our inventory of booklets, are ready to close out and not re-print, but find we have cash in the bank, an excess profit? Then we would find another worthy nonprofit (I’m sure there are many) and cut them a check. This per IRS rules.

ROGER 7/14 12:23 pmI think this plan will work. I'm not sure how many booklets we would have left after a year and unless something "big" happens it would be nearly impossible to determine when the requests will ramp up and buy out all our inventory. It is comforting to know that the inventory is not considered an asset. Even though it would be a big waste, we could essentially shut down at any time now with the nearly zero balance we currently have and just recycle these booklets.

Perhaps a year is too long and closeout by end of September is better? Cosmic Awareness is suggesting something big in September

NANCY 7/14 4:05 pmWhat is the rate by which you’re depleting now? How many booklets are you mailing out monthly, etc.? I will check when the absolutely latest for TCC payment is, in the past bills. That is truly our drop dead date, when the $235 payment is due. We have the rest of July, August, and most of September to chug through, so could be better positioned close to the end of September for a decision.

ROGER 7/14 9:43 pmI had several orders back in May (10 or so) but only 3 in June and nothing for about 4 weeks now.

NANCY 7/15 7:37 amWow. We could wait forever for the 400 booklets to move. Spending WAY more on what it costs to stay up as a legal entity, WAY more in what it cost to reprint those booklets. Here’s the good news. I dug out the documentation on the last TCC payment of $235 on September 28, 2011, and see it says it is a bill for TCC services “Period Ending: 12/31/2012”. This means we can be a legal entity until the end of 2012. That’s when our payment of $25 annual fee to Delaware for being a Delaware corp is due. I propose to aim for the end of the year, thus. The closeout procedure would be simplified this, to be:

Closeout Plan, ie Expenses Anticipated and Treatment Thereof

BANK ACCOUNT TO BE CLOSED on July 17, 2012 when last check has cleared.

Troubled Times domain $12.95/year would NOT BE RENEWED.

Delaware Representative – The Company Corporation – would NOT BE RENEWED. Their services are currently in place until 12/31/2012.

Delaware Annual fee $25 for having a Delaware corporation, renewal due on 12/29/2012, would NOT BE RENEWED.

PO Box 10 paid through 3/7/2013 would NOT BE RENEWED. Any mail coming after that would be covered by a forward to Nancy Lieder personal PO Box of 78.

At end of 2012, the Nonprofit advertisement on the ZetaTalk website, from the marquee and links to nonprofit products and home page, will be removed. We are, officially, NOT IN BUSINESS or purporting that we are.

The end of year report for Wisconsin will be prepared, stating we are CLOSING.

December 31, 2012 or as soon as the end point is reached all legal entities will be informed formally that the nonprofit closed its doors (Wisco, IRS, Delaware, TCC). Wisco requires a final accounting. If there is cash on hand, write a check to another nonprofit, as this is what is legally required by the IRS.

I am requesting a vote on this matter, the procedure above to end operations at the end of 2012. Subject to a second on my vote call and approval by Roger putting this to a vote of the Board.

ROGER 7/15 6:35 pmAs President I cannot make a second to the motion but do acknowledge the motion as put forth by Nancy.

Gerard, Steve or Mary, do I have a second to the motion to close our doors as of the end of 2012 as detailed below in Nancy's email message?

GERARD 7/1612:42 amI second the motion to close our doors as the end of 2012.

ROGER 7/16 8:39 amA motion has been made and seconded to close Troubled Times, Inc. at the end of 2012 following the process as detailed below in an email message from Nancy.

Please reply to all with your emailed yes or no vote on this motion.

GERARD 7/16 1:17 pmYes

ROGER 7/16 1:25 pmA motion has been made and seconded to close Troubled Times, Inc. at the end of 2012 following the process as detailed below in an email message from Nancy.

Please reply to all with your emailed yes or no vote on this motion.

STEVE 7/16 2:36 pmYes

ROGER 7/16 6:41 pmWith Steve weighing in, our decision is more sound. Let's give Mary a few days to get through all these emails and respond to us. If there are no objections, I'll leave the queue open until this weekend and then declare the results. Just want us to have the actual statistics for the record.

NANCY 7/19 12:40 pmI move we adjourn. It appears Mary is unreachable, and it is clear all remaining board members approve the closure.

ROGER 7/19 1:30 pmLet's give her until the end of the day tomorrow and I'll officially call it with her abstaining.

MARY 7/20 10:36 amSorry all, my laptop is on it's last leg, newone ordered. haven't been able to log on for a while; my vote is yes

ROGER 7/21 4:31 pmNow that all votes are in...the motion carries unanimously. Our corporation will officially close its doors at the end of 2012. If there is no further business, this meeting is adjourned. Please stay tuned to your email in case something comes up and we need to discuss/vote on additional issues between now and December 31st. Best wishes everyone!