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Report of Ad Hoc Committee on Incorporation of the Meeting

Santa Fé Monthly Meeting of Friends

Ad Hoc Committee on Incorporation of the Meeting

3 August 2009

Charge to the Ad Hoc Committee
In response to a request by Monthly Meeting, Peggy Giltrow, Rebecca Henderson, and David Henkel met on August 3 to consider the advantages and disadvantages of (a) Santa Fé Monthly Meeting becoming incorporated as a non-profit entity under New Mexico statutes, and (b) Santa Fé Monthly Meeting filing for recognition as a 501 (c) 3 non-profit entity under federal statute.

Background and Local Friends’ Experience
The interest in considering these courses of action arises from Friends’ concerns to protect its officers from liability resulting from the discharge of routine functions on behalf of the Meeting. As background, we considered the articles of incorporation and by-laws from Albuquerque Monthly Meeting of Friends and Southside (Santa Fé) Friends Worship Group; the New Mexico Non-Profit Incorporation Act and supporting documents; a relevant entry in the InterMountain Yearly Meeting’s Faith and Practice; as well as communications from Ted Church (Albuquerque) and conversations with Jim Dudley and Sharon Gross (Albuquerque.)

The experience of Albuquerque Friends Meeting was helpful, particularly since those Friends incorporated in 1958 and have had over fifty years of experience with this status. Their initial motive also was a concern for protection of the Meeting’s officers from liability. (Interestingly, they offered to help Santa Fé Friends prepare “a similar set of documents” according to Ted Church, but at that time we declined.) According to these three Friends, Albuquerque Monthly Meeting’s experience under non-profit incorporation has helped with the management of property and has also allowed the framing of various policies such as the release from liability of the Meeting in the transportation of minors, and the development of guidelines pertaining to the presence of registered sex offenders in Meeting events.
The primary motives for Southside Friends Worship Group were the acquisition and management of real property. They have also received a letter of determination of 501 (c) 3 status. These are also pertinent to current concerns of our Monthly Meeting.
Our ad hoc committee also noted that in some places Friends have had objections to such designations under statute because of implications for muddied relations between Church and State and the sense of a contaminating effect of money on legal processes relating to spirit-based community.
501 (c) 3 Status
The foregoing concerns led us to consider the different implications of incorporation under New Mexico statute and filing for 501 (c) 3 status under federal statute. We concluded that the motive of protecting Meeting’s officers from excessive liability would not be addressed by federal non-profit designation and that our ability to continue to receive charitable contributions would not be affected by the lack of 501 (c) 3 status. We did not conclude that 501 (c) 3 status would make us more or less visible from a regulatory standpoint.

Consequently, we set that matter aside with the acknowledgement that Meeting could pursue it independently of incorporation under state law if it wished to do so.
Incorporation as a Non-Profit Entity under New Mexico Law
We concluded that incorporation as a non-profit entity under New Mexico state law would allow our Meeting’s officers increased (though not absolute) protection from liability in carrying out their normal functions – it would allow us to acquire “Directors and Officers” insurance in addition to the property insurance we currently carry. In our judgment, incorporation would greatly simplify the acquisition and management of real property. It would also facilitate the appointment of directors in a manner that would prompt us to consider an appropriate length of term of service, rather than ignoring the weight placed upon those who agree to serve through a sense of obligation to the Meeting rather than through a sense of being called to the work. Further, incorporation would allow us to define the role of trustees in the context of the Meeting as a whole – including contractual roles – rather than the less formal current practice of overseeing that the house and grounds are used in the spirit of their bequest from Olive Rush.

Incorporation would entail the paperwork required for filing articles of incorporation and by-laws, the acceptance of structured responsibilities under the law such as annual reporting of directors and officers, financial cost for legal review (modest), initial filing and annual registration (minimal).
We do not believe that incorporation would entail clarifying title to the 630 Canyon Road property.
We believe that incorporation should be considered in the context of Quaker principles of simplicity, truth-telling, community, integrity, equality, and the good order of Friends and that it would not violate any of these.
Therefore, we propose that Meeting name a committee to frame elements for inclusion in articles of incorporation and by-laws including draft language allowing us to distinguish between officers of the meeting and officers of a corporation, to consider the position of members of the meeting and attenders of the meeting in such an incorporation, and other themes helpful to our deliberation about how to move forward. The committee should be charged to develop such draft language, receive comments from Friends about appropriate modifications, and provide a final draft for acceptance or non-acceptance by the Meeting in a timely fashion.


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