Monday, February 15, 2016

Annual meeting March 5, 2016 (part II)

By Mike Eliasohn, MHPVA president

The annual meeting of the Michigan Human Powered Vehicle Association will be Saturday, March 5,  in the Erickson Hall Kiva Room, 620 Farm Lane, on the Michigan State University campus, starting at 1 p.m. More details can be read in the entry on this blog below the article by Charles Brown, posted Dec. 21. 
Our treasurer, Bill Frey, has e-mailed notice of the meeting to members and lapsed members for whom he still had an e-mail address.  (Thank you, Bill.)
If you want to join the lunch gathering for board members and anyone else who wants to come, please be at the International Center Foodcourt about 11:30-11:45. 
As mentioned in the Dec. 21 post, this likely will be the final meeting of the MHPVA, unless some people volunteer to become president and treasurer and possibly fill some other positions on the board.  
Regardless, the Michigan Human Powered Vehicle Rally will continue, at least this year (June 18-19), and hopefully future years.
Following is some information from Bill regarding ending of the MHPVA in accordance with our bylaws and articles of incorporation.  I (Mike) have added a few comments or added information in parentheses.

Officially the MHPVA will exist until it is dissolved. We are currently paid up (with the state of Michigan) through September 2016.  If we stop filing and paying the annual fee and do nothing else, it is my understanding that MHPVA will dissolve automatically about October 1,  2018, two years after the filing and fee payments are stopped.
There are other ways to dissolve in a more proactive way, but the automatic way may be the easiest process, and would make it easier to make the transition to a "club."
Our articles of incorporation state: No assets of the corporation shall inure to the benefit of any private individual, organization or corporation. In the event of the dissolution of the corporation, the assets shall be distributed to an organization qualified under Section 501(c)(3)of the Internal Revenue Code." (A 501(c)(3)is a tax-exempt charitable organization.)

As I read this, as long as the MHPVA exists we can use our money for rally expenses and any other expenses, including throwing a party if the MHPVA Board chooses to throw a party. We can also choose to make donations to other 501(c)(3) organizations, such as the League of Michigan Bicyclists and/or others.

Since we are (apparently) committed to phasing out having the non-profit corporation (the MHPVA) run the Michigan HPV Rally, but some Board members plan to continue it this year  and maybe future years, here is a proposal for how we can make best use of our treasury while making the transition to a "club" that is neither a 501(c)(3) organization nor a Michigan Non-Profit Corporation:

1. At the 2016 annual meeting, we form a "club" that will be in charge of running the 2016 and any future rallies. Perhaps someone can suggest a name for this "club." It probably should have at least two officers: President/race director and treasurer. 

2. Separately, MHPVA would elect a slate of new directors or keep its current directors to temporarily manage MHPVA's money until the treasury is drawn down to zero.  Some of those continuing on the MHPVA Board could also serve as officers of the new "club" if desired.

3. MHPVA and the new "club" will cosponsor the 2016 Rally and will pay the fixed costs (track rental and insurance fees and possibly an amount for prizes) up front.

4. The "club" will organize the rally, decide on what registration fees shall be charged, and collect and manage whatever money is collected for its own purposes.

5. MHPVA will collect no more money, but its acting board of directors may decide to spend its remaining money on another event or make donations to one or more 501(c)(3) organizations until no money is left. Then MHPVA will be left to "fade away."

(Mike E.:  An alternative to having an informal club run future Michigan HPV Rallies is to have an individual do it, and thus not have a need for the club and choosing officers.
The Michigan HPV Rally is the only Human Powered Race America sanctioned event run by a club.  The others are run by individuals, who pay the insurance, track rental fee and other up-front expenses, then reimburse themselves from the entry fees collected.
But, if we go that route, we need to have someone willing every year to reserve the track and pay the rental fee, set the date, pay for insurance, recruit other volunteers, keep track of the money, etc. If no one is willing to do that, that means this year's rally, the 32nd annual, will be the last one.)