BARKLY LABS

Nonprofit Formation & Operations Master Plan

Document Status: Working Master Plan Organization: Barkly Labs Jurisdiction: Michigan, United States Purpose: Establish Barkly Labs as a legally compliant, financially responsible, human-centered technology nonprofit.

01 — What Barkly Labs Is

Barkly Labs is being established as a nonprofit technology organization focused on human-centered computing, accessible technology, open systems, research, hardware, software, documentation, and infrastructure.

The organization may develop projects including:

CYN-X

Barkly Standard / PAW-HC

Barkly Docs

Barkly Linux

PawBoard

Barkly Plant Care

Open hardware

Human-centered software

Developer tools

Research infrastructure

Educational materials

Public technical documentation

The nonprofit exists independently from its founder as a legal organization once properly incorporated.

02 — The Legal Structure

Barkly Labs should be treated as two separate milestones:

State level

Michigan nonprofit corporation

This creates the legal corporation under Michigan law.

Michigan currently lists the formation filing for a domestic nonprofit corporation as:

Articles of Incorporation — Nonprofit

Form 502

Total filing/franchise fees: $20

Federal level

IRS 501(c)(3) tax-exempt recognition

This is separate from Michigan incorporation.

Barkly Labs should pursue federal recognition under Section 501(c)(3) if the intended mission and activities qualify.

Depending on the organization's circumstances, the IRS may permit Form 1023-EZ or require the full Form 1023. The IRS requires organizations using Form 1023-EZ to complete the eligibility worksheet first.

03 — Formation Checklist

A. Name

Confirm legal name: Barkly Labs

Search Michigan entity records for conflicts

Search federal trademark database before committing to major branding

Secure barklylabs.space and other important domains

Establish official organization email addresses

Establish official social accounts where useful

B. Articles of Incorporation

Prepare Michigan nonprofit Articles of Incorporation

Include appropriate nonprofit purpose language

Include appropriate dissolution language

Identify registered office/agent

Identify incorporator

File with Michigan LARA

Save stamped/accepted Articles permanently

Artifact:

legal/articles-of-incorporation.pdf

04 — Internal Governance

After incorporation, Barkly Labs should establish its internal governance documents.

Board

Create the initial board according to the organization's Articles and bylaws.

Maintain:

Board member names

Officer positions

Terms

Contact information

Conflict-of-interest disclosures

Board meeting records

Board resolutions

Bylaws

Create:

legal/bylaws.md

The bylaws should establish:

Board authority

Officer roles

Meetings

Voting

Quorum

Committees

Conflict-of-interest procedures

Financial controls

Record keeping

Amendments

Dissolution procedures

05 — Conflict of Interest

Barkly Labs should adopt a written conflict-of-interest policy.

This is particularly important because Barkly may eventually:

Employ its founder

Purchase equipment

Contract with developers

License intellectual property

Receive donations

Receive grants

Work with companies

Operate projects created by its founder

The policy should require disclosure and appropriate independent review when a person has a financial interest in a transaction.

Artifact:

governance/conflict-of-interest-policy.md

06 — EIN

Barkly Labs needs its own Employer Identification Number.

The IRS requires a nonprofit's EIN application to identify a responsible party. The responsible party must be a person who controls or exercises effective control over the organization and its funds/assets.

Checklist:

Obtain EIN from IRS

Save IRS confirmation

Do not use the founder's personal SSN as Barkly's EIN

Store EIN documentation securely

Artifact:

legal/ein-confirmation.pdf

07 — Bank Account

Barkly Labs should maintain a dedicated organizational bank account.

NEVER MIX

Do not casually mix:

Piper's personal money

with

Barkly Labs' money.

The organization should have:

Its own bank account

Its own debit/card products

Its own bookkeeping

Its own receipts

Its own accounting records

If the founder personally pays an organizational expense, document it as an appropriate organizational transaction rather than simply treating the organization's money and personal money as interchangeable.

08 — Accounting System

Create a simple accounting structure from Day 1.

Track:

Income

Donations

Grants

Sponsorships

Memberships, if applicable

Program revenue

Merchandise, if applicable

Other permitted revenue

Expenses

Software

Hosting

Hardware

Development

Insurance

Legal/accounting

Filing fees

Research

Accessibility

Travel

Contractors

Employee compensation

Office/lab expenses

Every transaction should have:

Date

Amount

09 — $0 MONEY STATE

Barkly Labs may begin with little or no money.

That does NOT mean:

"Barkly owes a giant tax bill because it exists."

Instead, the organization still needs to maintain its legal and reporting obligations.

For a small 501(c)(3), the IRS generally allows organizations that normally have gross receipts of $50,000 or less to use Form 990-N instead of a full Form 990, subject to the applicable rules.

The IRS also warns that failing to file a required annual return/notice for three consecutive years can result in automatic revocation of tax-exempt status.

Therefore:

$0 revenue does not mean $0 paperwork.

But paperwork is not the same thing as owing income tax.

10 — Michigan Annual Compliance

Michigan nonprofit corporations have an annual-report requirement.

Current Michigan information lists:

Nonprofit corporation annual report fee: $20

Michigan also states that nonprofit corporations generally do not have an annual report due in the year of incorporation.

Create:

compliance/michigan-annual-report.md

Track:

Formation date

Annual-report due date

Filing confirmation

Fee paid

Changes to officers/directors/address

Missing required filings can eventually result in loss of good standing or dissolution/revocation.

11 — 501(c)(3)

Barkly Labs should prepare an IRS exemption package.

Potential filing:

Form 1023-EZ

or, if Barkly is not eligible:

Form 1023

The IRS determines eligibility based on the organization's circumstances, including projected gross receipts, assets, activities, and organizational structure.

Prepare:

Articles of Incorporation

Bylaws

Mission statement

Detailed activity descriptions

Financial projections

Current financial information

Board information

Conflict-of-interest policy

Compensation policies

Intellectual-property policies

Fundraising plans

Program descriptions

Artifacts:

irs/form-1023-or-1023ez/

irs/financial-projections.xlsx

irs/program-descriptions.md

12 — Charitable Solicitation

This is a separate compliance area.

If Barkly asks the public for donations in Michigan, Michigan's Charitable Organizations and Solicitations Act may require registration.

Michigan states that most 501(c)(3) organizations that solicit or receive contributions in Michigan must register, while exemptions exist. One example is organizations that raise funds exclusively through volunteers and receive less than $25,000 per year.

Therefore:

Before launching a major public fundraising campaign:

Determine whether Barkly is exempt

If required, register with Michigan's Attorney General

Maintain solicitation records

Renew when required

Keep donor acknowledgements

Do not assume that "we're a nonprofit" automatically means fundraising registration is unnecessary.

13 — Donations

Create a standardized donation process.

Every donation should be recorded.

For larger donations:

Donor

Date

Amount

Restrictions

Intended purpose

Receipt

Whether goods/services were provided in exchange

Barkly should never promise donors that their donation will be used for something the organization cannot legally or practically provide.

14 — Founder Compensation

This is VERY IMPORTANT.

The founder can potentially be compensated for legitimate work performed for Barkly Labs.

Nonprofit does NOT mean:

"Nobody can ever get paid."

It means organizational money must be used consistently with the organization's charitable purpose and applicable rules.

Potential compensation categories include:

Executive/director work

Software engineering

Research

Documentation

Project management

Administrative work

Technical development

Compensation should be:

Approved through appropriate organizational procedures

Documented

Reasonable for the work performed

Properly recorded

Paid through the organization's financial system

Do NOT simply transfer donated money from Barkly's bank account to a personal account and call it salary.

Create:

governance/compensation-policy.md

governance/founder-compensation-resolution.md

When Barkly reaches the point of actually paying its founder, have a nonprofit attorney/accountant review the arrangement.

15 — Employees and Contractors

When Barkly begins hiring:

Determine whether each person is:

Employee

Independent contractor

Volunteer

Board member

Officer

Maintain:

Contracts

W-4/I-9 documentation where applicable

W-9 documentation for contractors

Payroll records

Compensation records

Invoices

Timesheets where appropriate

Do not classify everyone as a contractor simply to avoid payroll obligations.

16 — Intellectual Property

Barkly needs an explicit IP structure.

Projects may include:

CYN-X

Barkly Docs

Barkly Linux

PawBoard

Plant Care

PAW-HC

Hardware designs

Source code

Documentation

Logos

Branding

Research

Create:

legal/intellectual-property-policy.md

Decide project-by-project:

License

Open-source license

Hardware license

Trademark ownership

Contributor agreements

Third-party dependencies

Patent considerations

The organization should document whether pre-existing founder-created work is:

Personally owned and licensed to Barkly

Assigned to Barkly

Developed directly by Barkly

Do not casually transfer valuable IP without documenting the transaction.

17 — Open Source

For software released publicly, choose a license deliberately.

Potential categories include:

MIT

Apache-2.0

GPL

LGPL

AGPL

Creative Commons for documentation

CERN-OHL or another appropriate hardware license

Each project should contain:

LICENSE

and, where useful:

NOTICE

CONTRIBUTING.md

SECURITY.md

18 — Financial Controls

As Barkly grows, no single person should casually control every financial function.

Eventually implement:

Two-person approval for significant expenditures

Monthly bank reconciliation

Expense documentation

Board-approved budgets

Spending limits

Conflict disclosures

Annual financial review

Start simple, then increase controls as the organization's budget grows.

19 — Insurance

Before Barkly begins significant public operations, investigate:

General liability

Directors & Officers (D&O)

Cyber liability

Equipment coverage

Event coverage

Workers' compensation if required

Volunteer-related coverage

Insurance requirements depend on what Barkly actually does.

A nonprofit operating a software repository is very different from a nonprofit operating a physical laboratory with visitors.

20 — Website

The Barkly Labs website should clearly identify the organization.

Suggested pages:

Home

Mission

About

Projects

Research

Barkly Standard

Documentation

Open Source

Hardware

Governance

Financial Transparency

21 — Public Transparency

Barkly's philosophy should be:

Show the work.

Maintain public documentation for:

Mission

Governance

Major projects

Standards

Research

Financial information when appropriate

Board information when appropriate

Policies

Licenses

Major grants

Major sponsorships

This fits directly with Barkly's existing documentation philosophy.

22 — Barkly Repository Structure

Recommended top-level structure:

Barkly-Labs/

│

├── README.md

├── LICENSE

│

├── legal/

│ ├── articles-of-incorporation.pdf

│ ├── bylaws.md

│ ├── ein-confirmation.pdf

│ ├── conflict-of-interest-policy.md

│ ├── compensation-policy.md

│ ├── intellectual-property-policy.md

│ └── records-retention-policy.md

│

├── governance/

│ ├── board/

│ ├── meetings/

│ ├── resolutions/

│ └── policies/

│

├── compliance/

│ ├── michigan/

│ ├── irs/

│ └── fundraising/

│

├── finance/

│ ├── budgets/

│ ├── accounting/

│ ├── donations/

│ ├── grants/

│ └── expenses/

│

├── projects/

│ ├── cyn-x/

│ ├── barkly-docs/

│ ├── barkly-linux/

│ ├── pawboard/

│ └── plant-care/

│

├── research/

│

├── standards/

│ └── paw-hc/

│

└── public/

├── website/

├── documentation/

└── transparency/

23 — Master Status Board

LEGAL

Name confirmed

Michigan entity search completed

Articles prepared

Articles filed

Michigan approval received

EIN obtained

Bylaws adopted

Initial board established

Conflict-of-interest policy adopted

Records system established

FEDERAL

501(c)(3) eligibility reviewed

Form 1023-EZ eligibility worksheet completed

Form 1023-EZ OR Form 1023 prepared

IRS application submitted

IRS determination received

Determination letter stored

MICHIGAN

Annual report calendar created

Annual report filed when due

Charitable solicitation exemption/registration reviewed

Required AG filings completed

MONEY

Barkly bank account

Bookkeeping system

Expense policy

Donation records

Budget

Financial controls

Founder compensation policy

Payroll process if needed

TECHNOLOGY

Barkly domain

Organization email

GitHub organization

Website

Documentation

Source-code licensing

Security policy

Data-management policy

PROGRAMS

CYN-X

Barkly Docs

Barkly Standard / PAW-HC

Barkly Linux

PawBoard

Barkly Plant Care

Research program

Open hardware program

24 — The Golden Rule

Barkly Labs should operate with this separation:

PIPER

│

│ founder / worker

▼

BARKLY LABS

│

├── Bank account

├── Assets

├── Intellectual property

├── Donations

├── Grants

├── Projects

├── Contracts

└── Employees/contractors

Barkly's money belongs to Barkly.

Piper's money belongs to Piper.

If Barkly pays Piper for legitimate work, that should happen through a documented compensation arrangement.

This separation protects both the organization and its founder.

25 — First Five Things To Do

Do NOT try to complete this entire document in one day.

The first sequence is:

STEP 1

Confirm the exact Michigan legal status of Barkly Labs.

STEP 2

Finish the organizational documents:

Articles

Bylaws

Initial governance

Conflict-of-interest policy

STEP 3

Obtain the EIN.

STEP 4

Open the dedicated Barkly financial account and establish bookkeeping.

STEP 5

Prepare the 501(c)(3) application.

Everything else can grow around those foundations.

26 — Barkly Labs Definition of Done

Barkly Labs is considered legally established and operationally ready when:

Michigan nonprofit formation is accepted

EIN exists

Governance documents are adopted

Dedicated finances exist

Accounting is functioning

Required Michigan registrations are addressed

501(c)(3) application is submitted/recognized as appropriate

Policies exist for conflicts, compensation, IP, records, privacy, and security

Projects have documented ownership/licensing

Public website accurately represents the organization's legal status

Annual compliance calendar exists

Important

This document is an organizational planning document, not legal or tax advice.

Before major fundraising, hiring, founder compensation, significant IP transfers, or major contracts, Barkly should have a qualified nonprofit attorney or tax professional review the specific transaction.

The goal is not to make Barkly complicated.

The goal is to make the complicated parts visible, documented, and manageable.