@cryptogoth Here is the transcript:
16:24:34 Um, I don’t think that I have any other questions I’m just looking, making sure that I look at the documents that you sent us.
16:24:45 So you okay I see so you will have started drafting one, right, this is what this is.
16:24:51 Yes, it’s the boilerplate multi member LLC operating agreement for Michigan State, and we, you know, I started adding our names and modifying a couple of the beginning sections, but we definitely would appreciate sort of like professional eyes on it.
16:25:08 So we’ve got review.
16:25:12 Okay, I use this pretty straight forward in Eric’s two words.
16:25:26 Okay, I’m Eric so how do you feel about next steps
16:25:28 and engagement.
16:25:32 I think this is an appropriate engagement for us.
16:25:39 Great, thank you.
16:25:41 Yeah, I mean, so, from our from our perspective the mission that we want to do is we’ll send you an engagement letter, which will need to sign an order for us to come on as your attorneys engagement letter sets out what exactly the JC will do it you know
16:25:59 indicates that our services are provided pro bono or for free, that, you know, the only thing that we that we will provide the services listed which at this juncture appears to be finalizing
16:26:16 an operating agreement. And, you know, additional assistance as required with regard to ancillary agreements that may be needed. Right, so we give you that also we let you get the letter will let you know that we don’t advance fees.
16:26:40 So, or cost silica turned out for example there’s a filing fee or something, associated with it we have to get that money from you before.
16:26:46 turned out for example there’s a filing fee or something, associated with it we have to get that money from you before. We found that was filed.
16:26:49 You’re not required to under Michigan lots of file an operating agreement so I don’t anticipate there being any filing fees, which means that this is the sort of the services are essentially no cost.
16:27:01 Now, what the letter also sets out the nature of the attorney client relationship between the two organizations asking you to indicate to designate one or two people as representatives to speak on behalf of the entity who is technically our client.
16:27:18 We don’t want to be in a position where one person says one thing and someone else says something else. We want to have somebody who’s, you know, whose word we can take as being gospel for the client and explains how attorney client privilege works and
16:27:34 and then finally, so the requirement that you cooperate and assist us in handling your matter so either party can terminate this agreement, and that is something that we would only do if after repeated requests to get information from your to contact
16:27:54 We still hadn’t received the information or or been able to contact you in which case we would send you a disengagement letter and and let you know that we will maintain any files that you give us for five years and they will be security destroyed and
16:28:10 we ask that you, we usually don’t keep any original information so that’s usually not a problem but in on the off chance that we do have some material that is original.
16:28:20 We will return it to you at your request. And then that’s and that’s pretty much it. So, we’ll send you that letter we will need you to sign that and get it back to us before we can actually begin working, and you know before it’s an attorney client privilege
16:28:42 is attaches, along with an intake form so we’ll send you both engagement form right to give us a better idea of exactly what you want, will also.
16:28:47 After we have an opportunity to review the engagement letter. We’re going to be reaching the review the operating agreement draft that you have.
16:28:57 If you have a business plan, it would be it would be helpful to see that as well.
16:29:03 And then we’ll be reaching out to you to get to get your opinion on several other
16:29:11 things that you might want him in an operating room of for example, do you want members to have the option of withdrawing under any circumstances do you want people to have by opportunity, can you be one of the, you know, I mean, there are a number of
16:29:27 provisions that may not necessarily be in a boiler room and like your general template that you may want to consider particularly when you’re dealing with and, you know, with an adult with the multi member LLC as opposed to a single member LLC or even
16:29:56 LLC with just two members, as opposed to, you know, the four or five or however many you anticipating this. Okay, so will we get to that we’ll be sending something to get that information.
16:29:57 Subsequent just beginning on this and I don’t know when that would be particularly since we have RBJC is closed from the 20 sec from the 20th. I think until.
16:30:09 What when are we closing the new year yeah we’re close from I think right before Christmas through the New Year’s I think 23rd 30th, we probably will sit we’ll get an engagement letter back to you, pretty soon and then you know we can’t really start work
16:30:24 until we get the engagement letter and intake form back but once we have those, then we could get started for you so we probably won’t have any deliverables deliverables back to you until I’m guessing in the new year will kind of be back in action.
16:30:39 Yeah, although that sounds reasonable it will definitely work on getting back to the engagement letter and intake form, as soon as possible I mean if we receive it.
16:30:48 This week I would work on getting it back to you the week after that.
16:30:54 Now, but yeah, that time that timeframe, sounds good to us and a note about what you mentioned before about like securely keeping information, where a sort of open source organization like everything we do, we kind of like public publish openly on the
16:31:07 internet, sort of act as a model for anyone else who wants to use it or for to build trust with our members. So, yeah, we wouldn’t have anything.
16:31:16 So far, yeah I can’t imagine, and Adrian and Damien can correct me on this I don’t think there’s anything we would want to keep confidential or secret or that would need to be destroyed.
16:31:33 So in terms of.
16:31:34 Okay. Okay, now might be naive but that’s our ideals.
16:31:39 In terms of who we’re representing men so we Detroit our college he would technically be our client and then would you all want.
16:31:48 Once the your representatives to be, because right now I have. That’s why I asked her last name so I have you all listed I have Paul fam Adrian Lorenzo and Damian cook do you all want to be representatives or should let me know.
16:32:05 I’m happy for us all. I’m interested in hearing what Adrian it say me and
16:32:12 that’s fine with me. Yeah. Otherwise, fun me.
16:32:21 I don’t have any other questions and Eric I think you don’t have any other questions do you have any questions for us.
16:32:38 No, no, I think you covered.
16:32:35 A lot of it I guess one question I had was that you would be for our ecology overall would be your fight.
16:32:43 And we actually haven’t discussed the all three of the representatives, we would definitely discuss with each other. First so that whoever speaks to you has sort of like a consensus viewpoint, but the goals that you represent the best expressive to cooperate
16:32:57 not any one person.
16:33:00 Is that correct.
16:33:02 Yeah. Okay, wonderful and so that’s just, that’s what we’ve been telling other people like the people who may want to join this house or future houses.
16:33:13 So if they have any questions that they, they could come to you even if they’re not an official representative.
16:33:19 Is that right, like if they just have questions they’re saying like, you know, I’m interested in this project.
16:33:24 What does it mean for DJC to represent the cooperatives. Can you can you help me I have some questions personally but I’m not Paul Adrian or Damien is that is that something that you would be able to handle on you know on a limited basis I know your time
16:33:37 is limited, but if we put a new member.
16:33:50 Any. We prefer that any communication come through the designate a representative of additional people have questions you can certainly for them on goes and will reply to you.
16:33:51 Okay, great. So, any one of the three of us could forward questions to you from our members.
16:33:57 Okay, that’s, that’s all I wanted to know if that sounds reasonable.
16:34:06 Any other questions.
16:34:10 One question just out of curiosity, because I know there is a cooperative, like legal entity in Michigan right and I was just curious, like, I know that sometimes cooperatives, are you know registers LLC.
16:34:26 I know of others. Correct.
16:34:28 Yes, so that I mean yes you have two options in Michigan, you’re 100% spot on you can register as a cooperative Corporation right so you’re, you’re finally you’re creating a corporation then, or as a democratically governed LLC, which is really an LLC
16:34:42 under Michigan lots of regular LLC, but when you craft your operating agreements so that it includes those democratic principles, that’s when you know it by the guidelines of your your your guts, Lola, you’re operating by the guidelines of your operating
16:34:56 agreement. And because they outline that you are run like a cooperative. That is how that LLC functions like a co op.
16:35:04 You go the other route of creating a corporation, where you have a board of directors, which is required you have at least three directors on your board of directors, you have shares it just you know it’s a different structure, you have a different taxation
16:35:21 structured to so typically Corporation corporations are double tax, where the business entity is taxed and then when the shareholders, get their your distribution, there’s shared their profit, then those are also impacts.
16:35:37 Earth is with an LLC.
16:35:40 You know you’ve got a single pack so if they’re taxed differently.
16:35:45 And I guess there are different benefits like if you form as a cooperative Corporation, you can actually use the term cooperative in your name. Whereas if you form at as a, an LLC then you know you can’t use the term cooperative in your name you can call
16:35:59 yourself a collective, you can use other terms you can unofficially call yourself a cooperatives, but you can’t officially put cooperative in your name on any official paperwork.
16:36:11 So those are some of the basic Eric Do you want to build on that, feel free to if you want.
16:36:16 Oh yeah, well that’s that was that’s a very, that’s a really good sort of overview of the distinction between the two. I would also add that when you’re dealing with rehabbing and selling real property.
16:36:29 The most common approach is an LLC.
16:36:32 Now you may want to have the, you may want to have the larger entity that you anticipate creating be a corporation.
16:36:45 I mean that’s a possibility. But for individual projects, the typical approach is to have for individual development projects is typically done by an LLC and that and that’s true whether you’re talking about rehabbing a single home or building something
16:37:02 besides the size of you know a Dan Gilbert type development.
16:37:07 You just in terms of further differences with with lol fees versus what you may already know but I’m just expanding on it
16:37:16 with your operating agreement that you get with an LLC they’re typically much more flexible than the bylaws, that you’re going to have with Corporation where there are many more required elements that you must have that are based on the lawn statutes,
16:37:30 you know, so there’s a lot more flexibility typically leave with LLC, and they’re also less expensive to create right so the filing fee that you paid which was probably around $50 I’m guessing to file your yeah your Articles of Organization with the state
16:37:46 of Michigan, it’s more expensive if you’re going to do a corporation, I also think there tends to be more oversight.
16:37:51 So those are just also some of the differences between the two.
16:37:56 Yeah. So initially, I said we wanted elected to be taxed as a corporation, the Corporation for the bigger trust but for the this house specific LLC. Yeah, maybe more tax efficient for the process just go straight through to us.
16:38:19 Now, as I said, it may make sense to have the to actually have the corporation or have the entity that owns the smaller, you know, sort of individual development and maybe it may make sense to have that be cooperative Corporation, that’s something we’ll
16:38:37 take a look at for you.
16:38:39 Appreciate but we push it as you have it but having the initial one be an LLC i think it’s
16:38:51 it’s not super helpful.
16:38:52 Yeah, good question.
16:39:04 Alrighty anything else.
16:39:14 Probably this won’t get down until next
16:39:12 next year. And not that we want a rush job I think we were hoping to invest money into a shared bank account.
16:39:20 Well, it may not be needed till the next year anyway.
16:39:24 Yeah, actually, that’s probably why it would, would end up being like there’s not a lot of repair that would are good to do in the winter right now it’s it’s really cold.
16:39:36 So, we wouldn’t be able to put my age with shared bank account until after this operating agreement is like finalized and filed is that right.
16:39:48 Yeah, I mean, for Right. Well the bank may actually require may actually what they do thank me actually wants to see the operating agreement. Yes, that’s, that’s the thing.
16:39:57 I mean, truth be told, I’m one of the things that you could do is you could have a sort of bare bones.
16:40:06 operating agreement, just to open a bank account, you are entitled to amend the operating agreement.
16:40:14 You know, whenever you like. So, you certainly could you certainly could do it that way.
16:40:20 But given that the operating agreement is going to address the amount of, you know, individual capital contributions, you may want to make sure you have it right before you do that.
16:40:39 Alternatively, you could start you could just have those, you can just execute a document saying that all the, all the money spent so far simply alone from those individuals to the company.
16:40:52 And then now and then later on.
16:40:55 Capital contributions, you can do that either just to make sure you have it on the record but in. Unless Unless you really do have a reason to rush out with some of the way.
16:41:06 Yeah. There’s no rush.
16:41:09 For me, I think, or early next year, or you know, in the spring next year, it would be would be fine for me. I’m officially our roadmap was he wanted to sell the house within one year, so you know closing but I next December.
16:41:25 Oh well I mean, we’re talking about getting this to you and, you know, first and second, you know, second week of January so we’re not pushing. Okay, okay, that’s, that’s great too.
16:41:36 Well, looks up that works for me.
16:41:42 Damien Adrian. Anything else come to mind.
16:41:55 Well that’s it it’s been a pleasure to meet all of you to virtually meet all of you I apologize for showing up late and not being on screen and just coming back from going back to the hospital.
16:42:07 Seeing my father so took a little bit.
16:42:11 I hope he’s okay.
16:42:13 Absolutely. Thank you.
16:42:15 Yeah, it’s been a pleasure meeting you all also if you saw me looking like I’m not looking directly at you. I’m taking notes on another screen so I’m paying attention, I’m just looking at the words and very nice chatting with you on meeting all three
16:42:27 of you today.
16:42:31 Thanks Whitley there.
16:42:32 Okay, so I’ll get back to you soon. With an engagement letter from us. In the next few days maybe early next week end of this week.
16:42:40 Great. And thank you for agreeing to have a transcript of this chat, I should request one from the very beginning, but in case I don’t know how to get a copy of it but if you have a copy of it after the chat is over.
16:42:53 If you can email that to us as well. We’d appreciate that a lot.
16:42:57 I can do that if I can figure out how to do that. Um,
16:43:03 what do I do when can I end the meeting normally.
16:43:08 Well it save the transcript or is there something I need to select I’m saying before I end the meeting.
16:43:14 Oh, look, it looks like on the account owner and everyone in the meeting can save this transcript.
16:43:21 Yeah. So if you see one of the options and then dot dot dot menu I think says full the full transcript so Adrian if you’re not a computer. Yeah, I already.