28 Aug
2020
28 Aug
'20
3:28 p.m.
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On Fri, 28 Aug 2020, Phil Karn wrote:
Tangible numbers are unncessary for discussion of the quarter-billion,
which is obtainable purely from remaining intangibles (unsold IPs):
* US$0.25+ Billion == nominal book value of the remaining IPs
(intangible assets) held by ADRC: ($20 * ~12.58 million)
...accounting for retained IPs in the "total assets" appears to be a
necessary condition, to have allowed made the declaration that the
sale of ~25% of total assets was "insubstantial". (p.1):
https://www.ampr.org/wp-content/uploads/Courtesy-Notice-to-AG-Signed-ARDC.p…
] the Sale represents only about one-quarter of ARDC's IP Addresses
] and is therefore not a sale of substantially all of ARDC's
] assets.
and thusly fall under the s.5913 non-prior-notification exception:
] Accordingly, advance written notice of this Sale was not
] required under California Nonprofit Public Benefit Corporation Law
] Section 5913.
So putting together (1) the 5% disbursement plans for 2021, and (2)
the necessity to account for "total assets" to claim the non-prior
notification in 2019, ...:
There would shortfall after 5 years, because... disbursing 5% of ~0.3
billion total assets (tangible + intangible) = US$15 million/year
outgoing (cash); against investment income of say ~10% of that.
Result would be ARDC, Inc. returning to being non-liquid c.2025,
...necessitating a further sale of AMPRNet IPv4 addresses.
On 8/27/20 5:12 AM, Paul Sladen wrote:
Hello Phil,
point is taken.
Excellent. Glad that was useful; hopefully the rest is useful too.
This document is out of date.
...
As you can see, the purposes of the foundation were broadened ...
QED. Metamorphosis has occurred; and further metamorphosis is
planned in 2021:
https://www.ampr.org/amprnet/
] (Now that we are receiving significant investment income from our
] address sale, in 2021 we will transition to a private grant-making
] foundation required to disburse at least 5% of our total assets each
] year, on average.)
(Please be very, Very, careful with the wording "total assets"...)
...However, the founding document from 2011 is still /the/ founding
document, which enabled charitable incorporation, and immutable, and
so still to remind incoming employees/trustees of (p.5):
] All assets of this corporation are irrevocably dedicated to public
] and charitable purposes and no part of the net income or assets of
] this corporation shall ever inure to the benefit of any director,
] officer or member thereof or to the benefit of any private person.
Which brings us back to the "assets of this corporation";
(ADRC is
custodian of US$0.25+ Billion in tangible +non-tangibles).
We will be able to talk
about the actual numbers as soon as ... Until then we are not contractually allowed to
disclose
But, the Trustees would presumably be completely free to give an
update on the planned relationship with CAIDA (UCSD Network
Telescope), and long-term sustainable plans for AmprGW?
-Paul
TL;DR: Be very, Very careful of the 5% total assets idea.
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29 Aug
29 Aug
1:46 a.m.
New subject: ARDC's total assets
Paul Sladen via 44Net <44net(a)mailman.ampr.org> wrote:
Tangible numbers are unncessary for discussion of the quarter-billion,
which is obtainable purely from remaining intangibles (unsold IPs):
* US$0.25+ Billion == nominal book value of the remaining IPs
(intangible assets) held by ADRC: ($20 * ~12.58 million)
...accounting for retained IPs in the "total assets" appears to be a
necessary condition, to have allowed made the declaration that the
sale of ~25% of total assets was "insubstantial". (p.1):
The important distinction in that declaration is that we sold 25% of one
asset, not "essentially all" of the nonprofit's assets. That part of the
determination is independent of the value of the assets.
The retained IP addresses ARE carried in our total assets. But their
dollar value on our books is not $20 * ~12.58M; it's zero.
We rely on the answers we get from paid professional CPAs (Certified
Public Accountants) to properly interpret the US GAAP (Generally
Accepted Accounting Principles) standards. In particular, on this
topic, they say:
To date, ARDC has carried its support of its network of amateur radio
operators by making available and administering a block of 16,777,216
internet protocol (IPv4) addresses on which the amateur radio
operators communicate, experiment and research technologies without
charge by ARDC. These addresses were acquired in 1981 at no charge
from Federal agencies overseeing the creation of the internet. At the
time of receipt, there was no discernible market value for the IPv4
addresses and, accordingly, they are carried at no value on ARDC's
statement of financial position.
This is consistent with our understanding of how other US non-profit
organizations carry assets on their books at acquisition value until
they're sold. The consistent advice we've received from our accountants
is that the value on our books of the remaining addresses didn't change
just because we sold some of them.
John (ARDC Audit Committee) & Bdale (ARDC Treasurer)
(ADRC is custodian of US$0.25+ Billion in tangible
+non-tangibles).
We will be able to talk about the actual numbers as soon as ...
8:48 p.m.
New subject: Hello! + upcoming community video call (was: Say hello to Rosy Wolfe, ARDC's new Executive Director)
Hi Paul (and the rest of 44net!),
First, I really appreciate some of the issues you’ve raised. Bdale,
John, and Phil, thank you for responding with regards to the bylaws and
assets. I’m a big believer in open communication, and am glad that we
are able to have some of that here.
Speaking of communication, I agree that's a great idea to post job
listings to 44net. Part of my job is to aid with these communications
measures, and to create / enhance systems and processes to support them.
We will definitely need more support in the months and years to come,
and when job postings come up, I will post them on this list.
As we all likely know, however, email threads are no replacement for
actual conversation. With this in mind, the Board and I would like to do
a community video meeting soon (on Zoom or Jitsi or similar), likely the
first week in October. I’ll set a date and time with the Board and
Grants Advisory Committee (GAC) and share that information with this
list as soon as I have it.
In addition to general Q+A, all of us are also interested in learning
about what this community thinks about the kinds of grants that ARDC
ought to be making. I hope for us to have a robust conversation about
this on the call. If anyone on this list has thoughts you’d like to
share in the meantime, I welcome you to share them here.
Paul, regarding this question:
But, the Trustees would presumably be completely free to give an
update on the planned relationship with CAIDA (UCSD Network
Telescope), and long-term sustainable plans for AmprGW?
It's a great question. Unfortunately, I don't have an answer for you, as
I don't have any information to share about either project. What I can
tell you is that, as of right now, all grantmaking is submitted to the
GAC for review, and there are no grants for either in the queue. In the
event that any grant shares a conflict of interest with any board or GAC
member, they must recuse themselves from voting on it. In any case, this
is a great topic of conversation for our upcoming call, and if I get
more information, I'll share it here.
All of us on the staff, Board, and GAC know and honor and respect the
origin of the 1981 IP addresses that were sold 38 years later to produce
the funds that allow us to do our grant making. We are also committed to
honoring the vision of the late Brian Kantor, which as I understand and
uphold, is to build on both digital communications and amateur radio
technology, for the benefit of both, and to ensure that work we fund is
done in the public interest and for public benefit (i.e. making sure
that the technology is open source and that publications that come out
of our grants are openly available).
I’m looking forward to continuing dialogue about this with all of you!
And again, I welcome your thoughts in the meantime.
Have a great weekend,
Rosy
On 8/28/20 7:28 AM, Paul Sladen wrote:
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On Fri, 28 Aug 2020, Phil Karn wrote:
Tangible numbers are unncessary for
discussion of the quarter-billion,
which is obtainable purely from remaining intangibles (unsold IPs):
* US$0.25+ Billion == nominal book value of the remaining IPs
(intangible assets) held by ADRC: ($20 * ~12.58 million)
...accounting for retained IPs in the "total assets" appears to be a
necessary condition, to have allowed made the declaration that the
sale of ~25% of total assets was "insubstantial". (p.1):
https://www.ampr.org/wp-content/uploads/Courtesy-Notice-to-AG-Signed-ARDC.p…
] the Sale represents only about one-quarter of ARDC's IP Addresses
] and is therefore not a sale of substantially all of ARDC's
] assets.
and thusly fall under the s.5913 non-prior-notification exception:
] Accordingly, advance written notice of this Sale was not
] required under California Nonprofit Public Benefit Corporation Law
] Section 5913.
So putting together (1) the 5% disbursement plans for 2021, and (2)
the necessity to account for "total assets" to claim the non-prior
notification in 2019, ...:
There would shortfall after 5 years, because... disbursing 5% of ~0.3
billion total assets (tangible + intangible) = US$15 million/year
outgoing (cash); against investment income of say ~10% of that.
Result would be ARDC, Inc. returning to being non-liquid c.2025,
...necessitating a further sale of AMPRNet IPv4 addresses.
--
Rosy Wolfe
Executive Director
Amateur Radio Digital Communications (ARDC)
ampr.org
On 8/27/20 5:12 AM, Paul Sladen wrote:
Hello Phil,
point is taken.
Excellent. Glad that was
useful; hopefully the rest is useful too.
This document is out of date.
...
As you can see, the purposes of the foundation were broadened ...
QED.
Metamorphosis has occurred; and further metamorphosis is
planned in 2021:
https://www.ampr.org/amprnet/
] (Now that we are receiving significant investment income from our
] address sale, in 2021 we will transition to a private grant-making
] foundation required to disburse at least 5% of our total assets each
] year, on average.)
(Please be very, Very, careful with the wording "total assets"...)
...However, the founding document from 2011 is still /the/ founding
document, which enabled charitable incorporation, and immutable, and
so still to remind incoming employees/trustees of (p.5):
] All assets of this corporation are irrevocably dedicated to public
] and charitable purposes and no part of the net income or assets of
] this corporation shall ever inure to the benefit of any director,
] officer or member thereof or to the benefit of any private person.
Which brings us back to the "assets of this corporation";
(ADRC is
custodian of US$0.25+ Billion in tangible +non-tangibles).
We will be able to talk
about the actual numbers as soon as ... Until then we are not contractually allowed to
disclose
But, the Trustees would presumably be completely free to give an
update on the planned relationship with CAIDA (UCSD Network
Telescope), and long-term sustainable plans for AmprGW?
-Paul
TL;DR: Be very, Very careful of the 5% total assets idea.
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2 comments
3 participants
participants (3)
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John Gilmore -
Paul Sladen -
Rosy Wolfe