- I'd like to save Theatresource. Not the "virtual company" I mean the place at 177 MacDougal Street. I've always liked it there. What can we do?
There are two main paths I've seen.
- What are you, the Kwisatz Haderach?
Dude, there are very few people who are going to get that joke.
- Yes, but all of them read this blog.
You got me there.
- So what can we do again? What's the first option?
We can force a takeover of the 501(c)3 Corporation.
- Wait, really? We can?
Yes. It's complicated and messy. But it's possible. Although by-and-large the Board is basically inured from challenge because there are no "Members" of the Corporation.
- I... can't find the Bylaws of Manhattan Theatresource online anywhere on the website.
Shocked. Shocked I say.
- Don't most organizations like this put up their financials and such on their web site?
I believe I'm having the vapors. Someone call for my manservant to bring me a mint julep.
- Stop it and tell me why we should or shouldn't conduct a hostile takeover of the Board.
The advantage of having the Manhattan Theatre Source, Incorporated 501(c)3 is that as an organization that's been around for 11 or so years (as I remember in my foggy brain it took about a year to get the not-for-profit status) is that grants are easier to write for the organization.
- So: money. There's the potential for money for whomever has control of the Board of Directors of the 501(c)3.
That, and the fact that the lease is in the name of the Corporation.
- So that all sounds like perfectly fine reasons for a hostile takeover.
- But by the look on your face, you don't think we should do it.
Going back in time -- the financial catastrophe we just got over came about because back in the day of Lanie and Jim (at least as the story is told) we weren't paying SUI and we were putting Lanie and Jim on 1099's.
- Is that... or was that... legal?
Not even slightly. I'll even take some blame for that because I never realized that was the case. I would have yelled and screamed about it at the time if I'd known about it.
- But what does that mean? The Source owes what... the Social Security and the other employer side of the income taxes on the employees they put on 1099s?
Wow. I hadn't even thought of that. SSI. I... I actually don't know what the deal is with that. That's Federal. Thanks for making this seem even worse.
- So wait, what were you going to say?
New York State came after Manhattan Theatresource for what was initially about $50,000 in penalties and interest and such for SUI.
- That's why Theatresource was behind in rent over the Summer.
- And now you're wary of the liability tail the organization still has?
Yeah, indeed. Up until talking to you I was worried about it in the abstract. Now I'm worried about in the concrete -- meaning Social Security taxes. The Federal Government likes to collect on those, and they will penetrate the Corporate shield through to anyone who is on the Board and anyone who can write checks. I've seen it happen. It's not a pretty sight.
- I'm here to help you sleep better at night.
Well, all of this indicates to me that we'd be better off negotiating with the landlord and starting a new theater at 177 MacDougal Street. With a new 501(c)3. One that's never had any employees or "liability tail."
- So. A new organization. What would that be like?
I don't know. Open.
- What? Are you genetically predisposed to oversharing?
Yeah. It's a bit of a defect of mine.
- So what can you tell me about this new organization?
1. It doesn't exist yet, at least not in the form we need it in.
2. Whatever happens will involve a rollercoaster of "there's no way this can happen" to "oh, everything is better than was expected even a week ago" to "there's no way this can happen" over and over again for the next few months.
- What should I do then?
Do you have a 501(c)3? Do you want to start a theater?
- Are those things co-requisites?
- So is there going to be a theater at 177 MacDougal in 2012?
I give it a 70% chance.
- Now, I don't mean anything by this but uh. Well... if it were required in order to make the theater viable, would -- I mean you guys in what they call "DigitalSource" -- would you move out? I mean, if that's what was the difference between making it work and not?
Yep. If that's what it took, we'll pull up stakes and move elsewhere.
Have you heard of the Brooklyn Artists Gym?
- I just wanted to know your commitment to this thing. But now I feel all bad and nervous. The whole situation is anxiety - producing. Can I see a picture of a bunny?
Here ya go:
|See? A bunny. How bad can things be?|