Via Facebook: http://www.couchsurfing.org/group_read.html?gid=7621&post=8603025
Seems that Casey is giving up the 501c3 status due to “This approach is one that doesn’t fit into the categories our government traditionally uses.”.
I’m not amazed, but I *AM* disappointed. Seems to me one good reason to (re)try BeWelcome.org!
Let’s make sure the letter remains available
Team Member News: Special Bulletin
Dear Team Members and Ambassadors,
Each one of you has helped make this community possible for over 2 million people. CouchSurfing simply wouldn’t be here without you! That’s why I wanted you to be the first people to know about some new things on the horizon for us. We’re looking at big changes for the organization, and I think that what’s happening is really exciting, and ultimately what’s best for the CouchSurfing community.
I want to ask for your trust and patience as I try to share the news with you in as much detail as possible as it happens. It’s important to me that I communicate clearly about where we are now and what’s ahead. However, we’re still working out all the details. We’re hoping to have everything sorted out by June. For now, I’d like to give you an overview of our current situation.
As you know, CouchSurfing is incorporated in the US as a non-profit, and has been trying for four years to be recognized by the government as a charity (known as 501c3 status). Like all charities, we want to change the world for the better. The thing is, we have a very innovative approach to this: we think we can make change by giving people the chance to have inspiring experiences. This approach is one that doesn’t fit into the categories our government traditionally uses.
As you can imagine, this news puts us in a difficult situation: if CouchSurfing can’t be a non-profit, what can we be? How do we make the best possible organization to support our members and our Vision?
Luckily, the government is willing to help us find the best solution, and they’ve been very responsive to us. Additionally, we’ve been working with some of the best attorneys and experts on socially responsible organizations. CouchSurfing’s co-founder, Daniel Hoffer, and I have also been in contact with insightful thinkers from a number of mission-driven organizations, talking about what’s worked for them.
Right now I’m very hopeful. It turns out we’re not alone in this situation. The non-profit sector in the United States, which relies on private funding, has been shrinking ever since the economy went downhill a few years ago. That means that a lot of formerly non-profit organizations are looking for ways to run more sustainably while still keeping all of the values and goals of a non-profit. And after a lot of research, I think we’ve found a place for CouchSurfing in one of the legal structures pioneered by these other idealistic groups.
Unfortunately, I can’t give you more details right now. We are still in the middle of the legal process necessary to create a new structure for the CouchSurfing organization. What I can tell you right now are the commitments we’re making. First, our community’s Vision will always be our organization’s first priority. Second, surfing and hosting will continue to be free. Third, we will always be focused on serving our members.
This is a time of big change, but that means a lot of opportunity, too. This restructuring is going to give us the ability to provide more features and support for CouchSurfing members. I know how deeply all of you care about this community. I really think that you’ll be pleased with the information that I have to share with you in the future, and I promise you that I’ll be in touch as soon as I can tell you more.
Regards,
Casey Fenton
CouchSurfing International
And to be able to compare different approaches in marketing bloats, we should maybe keep this old one about the benefits of 501(c)(3) Non-profit Status as well:
“From Casey Fenton (San Francisco, California, United States)
Sent November 25th, 2007 – 2:04
CouchSurfing Files for 501(c)(3) Non-profit Status
Dear Members,
Great news! After a long and difficult process lasting for more than a year, it is with great excitement that we announce the submission of our application for the federally recognized 501(c)(3) US non-profit status.
Currently, CouchSurfing International, Inc. is a legally recognized and official charitable non-profit corporation in the US state of New Hampshire. This means our purpose and any income is dedicated only to charitable non-profit use but as a locally-based organization in New Hampshire.
Submitting our application to be federally recognized “tax-exempt” non-profit organization is an exhilarating time for CouchSurfing. It shows how we have grown from a small community project into a structured charitable enterprise with a clear focus on the mission of facilitating intercultural understanding. This status will also provide several arge and dynamic benefits that will serve to ensure the CouchSurfing community remains strong, sturdy and sustainable.
The advantages of 501(c)(3) non-profit status include:
Worldwide recognition as a philanthropic organization that complies with legal requirements for charitable endeavors
Increased legal protections and accountability
Eligibility for financial grants
Donations to CouchSurfing will be tax-deductible in the US
We are confident our 501(c)(3) application will be accepted based on the advice we have received from several experienced legal professionals, however the approval process will take several months so we will keep you updated when we have more news. We expect this classification to be a major step forward for achieving CouchSurfing’s core purpose of facilitating intercultural exchanges that lead to understanding, tolerance, and ultimately a kinder world.
We are very grateful for the efforts of Matthew Whatley, CouchSurfing member and international non-profit lawyer, who has been a key force in moving this process forward. We also owe many thanks to this amazing community for carrying out our mission everyday!
For more info on US 501(c)(3):
http://www.irs.gov/charities/charitable/index.html
http://en.wikipedia.org/wiki/501c3
Happy Surfing!
The CouchSurfing Leadership Team”
“..surfing and hosting will continue to be free…” Well, it does’t mean that _being member_ will also stay free..
Let’s hope the bests.
(Broken off from CS “Brainstorm ~ Redefined” since it wouldn’t likely be received as “constructive” commentary offered for the improvement of CS; http://www.couchsurfing.org/group_read.html?gid=7621&post=8603025 )
This thread reminds me of the recent development of “free speech zones” where protesters are fenced-off into a corral at a “safe” distance from those being protested against. I cannot see how any of this discussion activity will have any impact on Casey,Inc., how it will bring about change, or how it has done so, already.
This is absurd: “Did Casey send you? It’s a well known trick to get someone else to demonise you, so that you’ll be also acquitted of all justified accusations.” I can’t see how my (critical) comments are any different than at least half the posts here, by several other people. This is exactly the kind of paranoia that results from trying to criticize the king, while still standing in his court. It seems like some are trying to walk on tip-toe and carefully “dress-up” their criticism, to avoid either offending the king, or being thrown out of the court altogether.
I don’t subdivide the character of Casey,Inc. into “good parts” and “bad parts.” His bad character traits poison everything else. There are so many examples of dishonesty and manipulation, even limited to just the “management” of CS.
It’s like a battered wife who says, “oh, my husband’s really a good man, he just loses his temper once in a while…” It sounds like some folks here are still kowtowing or trying to suck-up, by carefully extracting (only) examples of “bad management.” It’s just baffling, the excuses being made.
Again, I don’t see how _any_ of this discussion is ever going to actually bring about change. People have been raising these issues for literally years, and I’ve yet to see anything come out of it. Please enlighten me if I’ve overlooked an example. Of substance or significance.
Never seeing vital change occur, over many years, then logically leads to a common conclusion. That is, to abandon ship and find a truly better HospEx organization. This is obviously the conclusion several others have reached, in creating/founding alternatives.
“I will never deny the good that Casey & Co have done by bringing CS to the world. It is THE hospex project that to date has had the largest impact on the world. That is an accomplishment of which they can be proud.”
All of that, is purely subjective. It also sounds like someone who “drank the kool-aid.” The only thing I see Casey,Inc. bringing to the world, is the largest list of user accounts (“members”). But what makes CS “work” is the exact people involved. There were and are other HospEx org’s, and there are others still growing, that I expect will surpass the number of users that CS has currently.
There’s nothing unique, special, or valuable about CS, as compared to other HospEx org’s or sites. What CS does have, is an eye toward self-promotion and marketing, and… propaganda, for lack of a better word. Casey has obviously always placed a focus on growth. Primarily to benefit himself, not the users. Again, examples abound.
Even the phrase “couch surfing” existed before Casey trademarked it. I’m surprised he was able to acquire a trademark, actually. When this software was created, it _was_ somewhat unique, and maybe even better than anything else available at the time. That was also when “social network” sites were rare and had much fewer users.
But just like MySpace shrank and lost users to FaceBook, HC lost users to CS, and CS is losing users to BeWelcome (et al.) As far as the maturity or functionality of the software that runs social net’s, there’s never been more competition, and I see CS as being left behind. Users have several excellent choices today that simply weren’t available when CS was launched.
It’s about the people involved, not the site software, or the founders. I saw somewhere, a comment that nailed it in identifying the most valuable part of CS, maybe the only part that holds real value – the member list.
In short, pointing out the emperor’s nakedness doesn’t then make the pointer, the problem. Whether my delivery is “too harsh” for your liking, or not. Some kings are thrilled when their people turn against each other. Then, the king doesn’t have to change a thing; the people (wrongly) see each other as the problem.
“Many of you are already numb to this stuff, having been exposed to the messiness for years.”
Yes, numb like a rock.
> I don’t see how _any_ of this discussion is ever
> going to actually bring about change.
Well, when OCS was created a lot of people involved already came to that conclusion. I guess most knew changes in collaboration with Casey are impossible. But back than, naive as it seems now, creating a critical mass of people to build something new (i. e. BeWelcome) was an possible option.
Why people still waste their time at brainstorm (however redefined), is beyond my understanding. Still, a usable alternative for a hospitility network isn’t around (talking about people, not software). That’s probably the only reason why long-term critics still hang around at CS and occasionally rant about “the visionary leader”. Now he prepares to sell out the userbase or cash in in other ways. I myself didn’t expect this taking so long …
No, your critic isn’t too harsh. It’s just a dead heat. It’s boring riding the saddle since the horse died.
(In case it wasn’t clear, that last post of mine, here on OCS, was written/intended to be posted on CS. For comments like “here”, “this thread”, etc.)
Diederik, thanks for sharing, I had totally missed this until today.
I suppose a move to a for-profit corporate structure would probably more accurately represent how CS Inc actually behaves. It may, of course, pave the way for the “company” to be sold. In the long run, I suppose that will lead to more alternatives and greater diversification, which will be a good thing.
Hey guys, thank for your work.
I have one strong complain about bewelcome.
If you look your (in case of Callum, for instance) name and bewelcome, google returns the page.
One thing I like in CS-Fenton style is that search engine (or at least, google) doesn’t scan/give direct link to the site. Not that it’s really important, anyway I am publishing personal info on the site, but I like if the site is “closed” to search engines.
AMENDED AND RESTATED
BY-LAWS
OF
COUCHSURFING INTERNATIONAL INC.
ARTICLE I
NAME AND OFFICES
Section l. Name. The name of the corporation shall be COUCHSURFING INTERNATIONAL INC.
Section 2. Principal Office. The principal office of the corporation shall be located at 200 East
Side Road, Conway, New Hampshire 03818, or at any other location within the State of New
Hampshire, as the Board of Directors may determine.
Section 3. Other Offices. The corporation may also have offices at such other places, within or
outside its state of incorporation, where it is qualified to do business, as its business and activities
may require, and as the Board of Directors may, from time to time, designate.
ARTICLE II
PURPOSES
The objects and purposes for which this corporation is to establish and maintain the corporation
website http://www.couchsurting.com which shall facilitate the networking of people and places for
the purpose of creating educational and cultural exchanges, raising collective consciousness,
spreading tolerance, building a global community and facilitating inter-cultural understanding.
Additionally and without limiting the generality of the foregoing, to acquire, lease, purchase,
receive or take by gift, grant, devise, bequest or otherwise and to hold, invest, reinvest, dispose
and otherwise deal with property of every kind and description, whether real, personal or mixed,
wherever situated, for the uses of the corporation, and for the carrying out of the terms of
donations and bequests; in general, to do any other act in connection with the foregoing and
incident thereto; and to have exercise all of the powers conferred upon voluntary corporations
formed under Chapter 292 of the Revised Statutes Annotated of New Hampshire and the
Amendments thereto.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the corporation shall be managed by its
Board of Directors, which shall have general charge, control, and management of the property,
affairs and funds of the corporation, and shall have the power and authority to do and perform all
acts and functions not inconsistent with these By-Laws or with any action taken by the
corporation, including but not limited to the adoption of budgets and material budget amendments for its subsidiaries, the approval of material expenditures or obligations for its
subsidiaries or any other material change in such subsidiary.
Section 2. Number, Tenure and Qualifications. The Board of Directors shall consist of not less
than five (5) persons who after the term of the initial Board, shall be elected at the annual
meeting of the Board of Directors. Casey Fenton shall serve as a permanent member of the
Board of Directors until such time as he voluntarily withdraws or is removed by majority vote of
the Board of Directors for just cause. For purposes of these By—laws, just cause shall be defined
as gross and willful negligence, mental or physical incapacity, criminal or fraudulent activities
related to the corporation or unwillingness to perform his duties as Chairman of the Board.
All Directors shall serve until their respective successors are elected and qualified. Any Director
may withdraw from the Board by written notice given or mailed to the Secretary who shall make
a record of such withdrawal, Any vacancy in the Board may be filled by nomination to the Board
and by vote of the Directors present and voting at any meeting of such Board.
With the exception of Casey Fenton, each Director shall serve a five-year term. Persons elected
to fill a vacancy caused by the resignation or withdrawal of a Director shall serve the remainder
of the original Director’s term. The rotation of terms, when possible, should allow
approximately one-fifth of` directors to be elected each year to fill vacancies, occurring through
the normal expiration of terms. In order to qualify for nomination and election to the Board of
Directors, a person must be at least 21 years of age and a member of the http://www.couchsurfing.com
website. Additionally, a person must have direct, personal experience either hosting
‘ CouchSurfing members or having been hosted by other CouchSurfing members a significant
number of times in order to qualify to be elected to a Board position. Nominees will be
considered on an individual basis and the Board shall consider each person’s tenure and activities
as a CouchSurfing member when voting for replacement Board members.
Section 3. Manner of Acting. Except as otherwise provided in these By-Laws, the act of a
majority of the Directors present and voting at a meeting at which a quorum is present shall
constitute the act ofthe Board of Directors.
Section 4. Power to Elect Officers. The incoming Board of Directors shall elect officers of the
Corporation at the annual meeting of the Board, Vacancies in any office or on any subsidiary
Board of Directors may be filled at any meeting of the Board after notice to all Directors.
Section 5. Annual Meeting. The annual meeting of the Board of Directors shall be held during
the month of September, or upon such other hour, date or place as the Chairman may designate
after notice to all Directors.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called by or at
the request of the Chairman or by the Chairman at the request of one-fifth of the Directors, who
shall tix the time and place of such special meeting. The Board of Directors shall meet no less
than four times per year and may schedule other meetings to occur at regular intervals
throughout the year.
Section 7. Quorum. A majority of the members of the then existing Board of Directors shall
constitute a quorum for the transaction of business, but if less than a majority of Directors are
present at a meeting, a majority of the Directors present may adjourn the meeting from time to
time without further notice. A quorum may be reached by directors being present via phone,
videoconference or proxy.
Section 8. Notice. Written Notice shall be given by the Chairman of the Board at least five days
prior to the date of every meeting of the Directors. Said notice shall provide a summary of major
items of business to be acted upon at such meeting. Such Notice shall be given by mailing a
notice of the meeting at least five days before the date of the meeting, or by telephone, electronic
mail or facsimile at least three days before the date of the meeting. If mailed, notice shall be
deemed delivered when deposited in the United States mail, so addressed, with postage prepaid.
If notice is given by electronic mail or facsimile, notice shall be deemed delivered when the
electronic mail or facsimile is sent. A director, either before or after a meeting of the Board of
Directors, may waive notice of such meeting and such waiver shall be deemed equivalent of
receiving notice. Attendance of a director at any such meeting shall constitute waiver of notice
of that meeting unless he attends for the express purposes of objecting to the transaction of
business on the ground that the meting was not lawfully called or convened.
Section 9. Action Without a Meeting. To the extent permitted by law, any action required or
permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if
consent in writing, setting forth the action so taken, shall be signed by all of the Directors.
Section 10. Presumption of Assent. A Director who is present at a meeting ofthe Board of
Directors at which action on any matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to dissent shall not
apply to a Director who voted in favor of such action.
Section ll. Removal. Any Director, other than Casey Fenton, may be removed with or without
cause, at a special meeting of the Directors called for that purpose.
Section 12. Committees. At the annual meeting of the Directors, committees as the Board of
Directors may from time to time authorize, may be appointed by the Chairman and confirmed by
the Board of Directors. At any committee meeting, a quorum shall be a majority of the members
of the committee. The act of a majority of the committee members present and voting at a
meeting at which a quorum is present shall constitute the act of the committee.
ARTICLE IV
OFFICERS
Section l. Number, Tenure and Qualifications. The Officers shall be the Executive Director,
Chairman, Vice Chairman, Secretary and a Treasurer all of whom shall hold office until their
successors are elected and qualified and each office position shall be held for a three year term.
Any Officer may resign his office by written notice given or mailed to the Board of Directors;
said resignation to be effective after acceptance by the Board of Directors and the election of a
successor. Any person may hold any two or more offices simultaneously.
Section 2. Removal. Any Officer may be removed with or without cause by the Board of
Directors at any meeting of such Board after notice to all Directors.
Section 3. Executive Director. The Executive Director of the Corporation shall be the principal
officer of the Corporation and, subject to the control of the Board of Directors, shall in general
supervise and control all of the day-to-day business and affairs of the Corporation. He may sign
any and all deeds, mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed; and in general shall perform all duties incident to the office of
Executive Director and such other duties as may be prescribed by the Board of Directors from
time to time. Casey Fenton shall permanently hold the office of Executive Director until such
time as he voluntarily withdraws or is removed by majority vote of the Board of Directors for
just cause.
Section 4. Chairman. The Chairman shall preside at all meetings of the Board of Directors. He
shall report to the Board of Directors from time to time on all matters coming within his notice
relating to the interests of the Corporation that should be brought to the attention of the Board;
and present at the annual meeting of the Board, a report on the affairs of the Corporation for the
year preceding. He shall generally do and perform such other duties usually pertaining to his
office or as may be assigned to him by the Board of Directors.
Section 5. Vice-Chairman. The Vice-Chairman shall act as Chairman in the absence of the
Chairman and when so acting shall have the power and authority of the Chairman.
Section 6. Secretary. The Secretary shall act as Secretary of the Corporation and the Board of
Directors, shall send appropriate notices and prepare agendas for all meetings of the Board of
Directors, shall keep the seal of the Corporation and affix the same whenever required, shall be
responsible for the keeping or reporting of records of all meetings of the Board of Directors, and
in general, shall perform such duties usually pertaining to the office of Secretary or as may be
assigned by the Chairman or by the Board of Directors from time to time.
Section 7. Treasurer. The Treasurer shall keep or cause to be kept correct and accurate accounts
of the properties and financial transactions of the Corporation. He is authorized to generally do
and perform all the duties usually pertaining to the office of Treasurer and such other duties as
may be assigned to him from time to time by the Board of Directors and shall make a report of
his doings to the Board of Directors at their regular or special meetings. If required by the
Board, the Treasurer shall give bond annually for the faithful performance of his duties. The cost
of said bond shall be paid by the Corporation.
ARTICLE V
INDEMNIFICATION
The corporation shall, to the fullest extent legally permissible, indemnify each person
who is or was an officer or Director (including persons who serve or served at its request as
Director or officer of another organization in which it has an interest) against all liabilities and
expenses, including amounts paid in satisfaction of judgments, as fines and penalties, and
counsel fees, reasonably incurred by him/her in a connection with the defense or disposition of
any action, suit or other proceedings, whether civil or criminal, in which he/she may be involved
or with which he/she may be threatened, while in office or thereafter, by reason of his/her being
or having been such a Director or officer except with respect to any matter as to which he/ she
shall have been adjudicated in any proceedings to not have acted in good faith or to have acted
willfully, but not only with reckless disregard. Nothing contained herein shall affect any rights
to indemnification to which corporate personnel may be entitled by contract or otherwise under
law.
ARTICLE VI
FISCAL YEAR
The Fiscal Year of the corporation shall begin of the first day of January and end of the
last day of December in each year.
ARTICLE VII
NON -DISCRIMINATION
The corporation shall not discriminate against any person in any manner on the basis of
sex, race, age, religion, handicap or ethnic origin.
ARTICLE VIII
CONFLICTS OF INTEREST
Section l. Pecuniary Benefit Transaction. Any possible conflict of interest or any Pecuniary
Benefit Transaction (as defined in RSA 7: 19-a) on the part of any director or officer of the
Corporation shall be disclosed in writing to the Board and made a matter of record. A Pecuniary
Benefit Transaction shall be prohibited unless it is in the best interest of the Corporation and
unless all of the following conditions are met:
l. The transaction is for goods and services purchased, or benefits provided, in the
ordinary course of the business of the Corporation for the actual or reasonable value of the goods
or services or for a discounted value, and the transaction is fair to the Corporation;
2. The transaction is approved by a two-thirds (2/3) majority of the disinterested
directors;
i. After full and fair disclosure of the material facts of the transaction to the
Board and after notice and full discussion of the transaction by the Board;
ii. Without participation, voting, or presence of any director with a Financial
Interest (as defined in RSA 7:19-a) in the transaction, or who has had a
Pecuniary Benefit Transaction with the Corporation in the same fiscal year,
except as the Board may require to answer questions regarding the
transaction; and
iii. A record of the action on the matter is made and recorded in the minutes of
the Board. The minutes of the meeting shall reflect that a disclosure was
made; that the interested director or officer and all other directors and officers
with a pecuniary transaction with the Corporation during the fiscal year were
absent during both the discussion and the voting on the transaction; and the actual
vote itself
3. The Corporation will maintain a list disclosing each and every Pecuniary Benefit
Transaction, including the names of those to whom the benefit accrued, and the amount of the
benefit, and will keep such list available for inspection by the Board and contributors to the
Corporation. The list will also be reported to the New Hampshire Director of Charitable Trusts
each year as part of the Corporation’s annual report required under RSA 7:28;
4. If` the transaction, or the aggregate of transactions with the same director or officer
— within one calendar year, is in the amount of $5,000.00 or more, the Corporation will publish
notice thereof in a newspaper of general circulation in the community in which the Corporations
principal New Hampshire office is located and will give written notice to the New Hampshire
Director of Charitable Trusts, before consummating the transaction. At a minimum, such notice
will state that it is given in compliance with RSA 7:19-a and shall include the name of the
Corporation, the name of any director or officer receiving pecuniary benefit from the transaction,
the nature of the transaction, and the specific dollar amount of the transaction.
5. Every director or officer or member of the immediate family of such director or
officer who engages in a Pecuniary Benefit Transaction with the Corporation, shall provide
copies of all contracts, payment records, vouchers, other financial records or other financial
documents at the request of the New Hampshire Director of Charitable Trusts in accordance with
RSA 7:24.
6. The Corporation shall not lend money or property to its directors or officers. Any
director of officer who assents to or participates in the making of any such loan shall be jointly
and severally liable to the Corporation for the amount of such loan until it is repaid.
7. The Corporation shall not sell, lease for a term of greater than five years,
purchase, or convey any real estate or interest in real estate to or from any director or officer
without the prior approval of a New Hampshire Probate Court after a finding that the sale or a
lease is fair to the Corporation. However, this paragraph shall not apply to a bona fide gift of an
interest in real estate to the Corporation by a director or officer of the Corporation.
8. A pecuniary benefit transaction undertaken in violation of these provisions is
voidable by the Corporation.
Section 2. Notice and Agreement.
Every new director and officer shall be advised of this conflicts provision upon assuming
the duties of his or her office, and shall sign a statement acknowledging his or her understanding
of and agreement to this conflicts provision.
ARTICLE IX
DISSOLUTION
The Directors shall have the power to dissolve the corporation by a majority vote of all
the Directors.
Upon dissolution of the corporation and after payment or provision for payment of all
liabilities of this corporation, all of its assets shall be distributed by the Directors to or for the
benefit of other non—profit, tax~exempt organizations, whose charitable, scientific, or educational
purposes are the same as set forth in the Articles of` Agreement, as amended. Any of such assets
not so disposed of shall be disposed of by the Superior Court of the County in which the
principal office of the Corporation is then located exclusively for such purpose or to such
organization or organizations as said court shall determine which are organized and operated for
such purposes.
ARTICLE X
AMENDMENTS
These By-Laws may be altered, amended, or repealed by a vote of at a majority of the
Directors present at any annual or special meeting of the Corporation duly called for that purpose
provided that the notice of such meeting shall include such proposed alteration or amendment.
Adopted: April 2, 2003