Corpora Commentary and Discussion

Comments from Jes-Aravah Nemoralis regarding legal concerns:

Jes-Aravah Nemoralis You have to check the local law where the corporation is filed in. The best advice is to consult with a pro bono lawyer or even paid lawyer in the state your non-profit organization (NPO) is filed in. It is important to separate game elements which the Corpora is versus actual legal Bylaws, which must conform with certain statutes and formalities. If an NPO is not formed correctly, the board of directors and members (if voting) may be held liable if a plaintiff is able to pierce the corporate veil. Generally board members are protected for acts in good faith and if they don't commit crimes, but that will depend on the place the corporation is filed in.

Disclaimer: This is not legal advice, only general information; this does not create an attorney-client relationship. It is best to consult a licensed, bar member attorney in your state. July 30 at 1:48pm · Edited · Like · 1

Eugene Law Could you clarify, are you referring to a specific part of our corpora, one of my comments, or to corporas in general? Our Board of Directors does have a separate set of bylaws that governs their official business. July 30 at 2:17pm · Like · 1

Jes-Aravah Nemoralis We love you folks in all our fellow Kingdoms and NPOs. It is a good start and a noble effort. Here are a few items that need to be pulled out of the Corpora (game book) and best left as to your Board's bylaws, directives, or administrative policies (mundane legal, insurance, tax, volunteer management guidebook):

First, the title is a problem. Amtgard is a game program run by your corporation. The corpora is a game book and not a legal document. The tail cannot wag the dog. So it should state something like "Name of your Company as legally filed" and "Amtgard program and game book, a.k.a.Corpora, for live action role play."

Second, the bylaws are for mundane, yet the game book references financials, budget and spending authority. It should be completely separate, yet there are numerous sections - e.g. 2.2.5 and 2.2.6 relate to money (which is a mundane issue and should not be in the game - taxes, business operational areas) and board membership (that is the sole province of bylaws per state law). With that said, that is completely up to your Kingdom/game how you want to play it. Board membership (not withstanding acts of good faith and not committing crimes) and voting rights comes with responsibility of potential liability and legal exposure (best advised by a lawyer from your state and jurisdiction).

Third, the same goes for 2.4.5 (f) - these are responsibility best left to professionally trained accountants (CPA) to avoid tax liability and further legal liability of negligence. How does a popularly elected individual, necessarily have the skill, education and work experience level to manage a non-profit charity? To fail could lead to charity fraud if not negligence.

Fourth, why is section 3.1 even here? The Board of Directors is run by the state mandated Bylaws and can't be dictated by a game book that it runs. All I can say is please consult with a bar certified lawyer in your state of incorporation and also a CPA for the finances. Great effort, but it is best to avoid liability.

Disclaimer: This is not legal advice, only general information; this does not create an attorney-client relationship. It is best to consult a licensed, bar member attorney in your state. July 30 at 3:18pm · Edited · Like

Eugene Law This is interesting information as I have reviewed Corporas for most of the kingdoms of Amtgard and most of them include similar language for issues like dues and board of directors responsibilities. Maybe we're all just doing it wrong? But perhaps the legal liabilities are a separate issue that should be addressed by our BoD and not by people like me that are more qualified to comment on aspects of the corpora that have to do with running the club/game of Goldenvale and not the corporation side of it. July 30 at 3:46pm · Edited · Like · 1

Jes-Aravah Nemoralis Sir, you are asking the right questions. In many jurisdictions voting rights = members responsibility = liability. That is why your board members should be praised for their sacrifice for all us players. July 30 at 3:51pm · Like

Jes-Aravah Nemoralis As our mother Kingdom, we are forever grateful to Goldenvale and our great friends to our north. We will render whatever assistance we can in making sure you are also legally sound. July 30 at 3:52pm · Like · 4