Report on request for Access Ready Inc Board of Directors Action by 03-01-2019
Title, Approval to create The Access Ready Strategic Social Purpose Corporation
Issued on 02-22-2019
Honorable members of the Access Ready Inc. Board of Directors,
Under the bylaws Article VII Section 9 as Chair I am requesting that you vote on the following agenda electronically
A simple response to the Chair-CEO by email will be registered by the Chair-CEO and then filed with the corporate Secretary.
A notice of this action will then be placed on the Consent Agenda and included in the Board package for the next formal meeting.
Your vote in this format does have the force and effect of an action in a formal board meeting. The Consent Agenda vote is a formality intended to give the Board a second look at actions taken electronically. Please reply to all when responding.
The voting on this agenda will be open until 5 pm on 03-01-2019
A failure to respond will automatically register as an affirmative or yes vote on the agenda.
May it please the Board, the Chair-CEO respectfully requests Approval to create and file the necessary documentation to establish The Access Ready Strategic Social Purpose Corporation. (ARS)
We have worked diligently with Randy Stern of Bush Ross Law on the necessary 501(C)3 application over the past eight weeks. We have also been working on the necessary sponsorship contracts that will bring funders to the table to provide revenue for Strategy One and additional revenue from what we call Authorized Resource Sponsors.
In both cases these sponsors will be providing revenue and in-kind support to advance our operations.
Counsel has advised us that the IRS will have difficulty approving our 501(C)3 application because of these contractual arrangements. They are not saying they will not eventually do it, but they do believe it will take a year or more of wrangling with the IRS to get approval if they ever do so.
The recommendation is that we create a second for-profit corporation to manage that aspect of the business. After researching the topic, we are in agreement that we should create a Florida Profit Social Purpose corporation under FS607.501 -part II.
A social purpose corporation (SPC) is a type of for-profit entity, a corporation, in some U.S. states including Florida that enables, but does not require, considering social or environmental issues in decision making instead of relying on only profit-maximizing goals in the companies planning an execution
Florida created both social purpose corporations and benefit corporations in 2014. The main difference between the two is that Benefit corporations must pursue a “general public benefit”, which applies to all of the company’s activities, while SPC’s may pursue a public benefit in limited areas. This example came from the Florida Bar Journal and illustrates this difference between SPC’s and benefit corporations:
Suppose that a for-profit corporation plans to manufacture and sell an anti-malarial drug and, as part of its business plan, will distribute that drug at low or no cost in African countries. If distribution in Africa is the corporation’s sole benefit purpose, the corporation could appropriately be a SPC. However, if the corporation is a benefit corporation, directors and officers would be mandated to consider as well as employee programs, environmental concerns, community issues, and similar societal factors, and cannot concentrate on a single benefit program to the detriment of other general benefit concerns.
Shareholders, directors, and persons owning more than 5% equity in a Florida SPC may bring lawsuits against a Florida SPC for failure to pursue or create a public benefit, but the corporations, their directors, and their management are shielded from monetary damages in such lawsuits for failing to create a public benefit. Florida SPC’s must prepare an annual report on the company’s achievements towards its public benefit goals, but unlike Florida benefit Corporations, these reports do not need to be assessed by a third-party standard.
In Florida there are six Social Purpose standards that allow for the creation of a SPC. These are outlined in the attached draft Articles of incorporation as well as below. We are able to write the Access Ready mission into all seven of the required standards.
ARS social Purpose Standards
The specific public benefit(s) to be created by the corporation (in addition to its general purpose) is/are as follows
(a) Providing low-income or underserved individuals with disabilities or communities with beneficial products or services through the development and promotion of Information technology that meets accessibility standards allowing the use of such technologies by people with the widest range of disabilities possible.
(b) Promoting economic opportunity for individuals with disabilities or communities beyond the creation of jobs in the normal course of business by contracting for services to be performed by a nonprofit organization that creates employment and business opportunities for people with the widest range of disabilities possible.
(c) Protecting or restoring the environment by expanding the reach of information technology through accessibility thereby allowing people with disabilities to take advantage of home-based employment and business opportunities providing the resulting effect of lowering the individuals carbon footprint.
(d) Improving human health by expanding the accessibility of information technologies utilized in the healthcare industry thereby providing people with the widest range of disabilities access to healthcare services at the same level as the general population.
(E) Promoting the accessibility of the arts, sciences, business, government, nonprofit, and/or the advancement of knowledge by promoting a policy of accessible information technology across these and other disciplines in order to provide people with the widest range of disabilities possible access to goods, services, employment, civic, social and economic engagement at the same level as the general population.
(f) Increasing the flow of capital to entities that have as their stated purpose the provision of a benefit to society or the environment by funding educational and advocacy activities which promote a policy supporting accessible information technology benefiting people with the widest range of disabilities possible. By funding programs that identify issues, provide education about those issues and identify best practices and goods or services designed to provide accessibility to people with the widest range of disabilities possible.
The plan if you approve is to create this new corporation as a one hundred percent owned subsidiary of Access Ready Inc the nonprofit. It will have the same Board members and the business relationship will function in this way.
ARS will contract with Strategy One and Authorized Resource sponsors to provide funding for its social purpose.
ARS will then contract with Access Ready Inc (ARI) to perform tasks implementing its social purpose.
So, the revenue flows from the Sponsors to ARS the social purpose corporation to ARI the nonprofit who will get the actual work done.
Following the advice of our CPA who will be proposed to you in the next few days ARS will have to hold back perhaps 5% of revenue to cover the costs of managing the effort. Any profit at the end of the year could be donated to ARI or to another nonprofit. It will largely depend on the recommendation from the CPA.
ARI the nonprofit will still accept contributions from individuals’ nonprofits and corporations as donors and carry out other fund-raising activities as planned.
As a part of its contract with ARS it will follow the Strategy One plan and will review the goods and services provided by potential Authorized Resources. When asked ARI will give its Authorized Resource list to the Subject customers who are in need of assistance to comply with the Access Ready Policy they have adopted.
ARI will report through its website the progress made so ARS can report to its sponsors.
Each year those reports can be compiled to form ARS annual Social Purpose report which is required by the state.
The attached Articles of Incorporation are in draft form and once our attorney makes his final edits, we will be ready to file. The costs are minimal to file, but our obligation to Bush Ross law will increase due to the extra unanticipated work creating a second corporation. We have also drafted bylaws for ARS, and they are being reviewed by counsel as well.
It is my opinion that this is the best path forward and I request that you support this move so we can commence operations as soon as possible.
Elizabeth Campbell Yes
Gust Dean Doulou Yes
Stephen M. Handschu Yes
DR Martin G. Lewis Yes
Paul R. Michaelis PHD Yes without objection
Debra Roberts-Bellanti Yes without objection
William (Chip) Smith Yes
Carol Westlake Yes
Sheila Young Yes without objection
Board of Directors Actions completed by 03-01-2019
Certified Corey R. Saur