Action Items
All open legal, compliance, and entity formation tasks
Bridge Instrument for Spa & Restaurant Investors
Investors for the Spa and Restaurant components of Casa Conejo need a legal vehicle before funds can be received. KMC Law discussed options on Feb 26, 2026 call. Must determine: SAFE note, convertible note, or direct equity in ES OpCo.
Conejo Group PBC Formation (Delaware)
The HoldCo (Conejo Group PBC) must be formed as a Delaware Public Benefit Corporation before any equity can be issued, investor agreements signed, or the Impact Funding Agreement executed. This is the foundational legal entity for the entire for-profit ecosystem.
El Salvador Foreign Agents Law Analysis
El Salvador's Foreign Agents Law may impose restrictions on foreign-funded nonprofits operating in the country. Jorge Alfaro must confirm the Foundation's exposure before the ES OpCo is formed and before the ADDN partnership is formalized.
Bylaws — Finalize and Execute
Unsigned bylaws exist in the Google Drive (Founding and Legal Documents folder). These must be reviewed, finalized, and executed by the Board of Directors. Required for full governance compliance and any investor due diligence.
Impact Funding Agreement — Draft and Execute
The Impact Funding Agreement is the legal mechanism connecting Conejo Group PBC to MurphsLife Foundation. It defines the three funding mechanisms: per-transaction fees, profit pledge, and IP royalty/license. Must be in place before any for-profit revenue flows to the Foundation.
FMV Property Lease — Draft and Execute
Before any for-profit entity (Conejo El Salvador) can operate on Foundation land (Casa Conejo / Finca Juayua), a Fair Market Value lease must be in place. Required for IRS compliance to maintain 501(c)(3) status.
Conejo El Salvador Entity Formation
Form the El Salvador operating company (S.A. de C.V. or equivalent). This entity will operate the Restaurant, Eco-Resort, Spa, Market/Café, Vivero/Greenhouse, and Eco-Village Phase 1.
Board of Directors — Finalize Composition
The Foundation's Board of Directors must be finalized with 5 directors (majority independent) plus an advisory board. Lucas George (Executive Director) noted on Feb 26 call that this needs to be completed. Required before bylaws can be executed.
Workers' Comp Insurance — Verify Renewal
Workers' Comp Policy #WC75663P2023 (Cerity) had a policy term of 09-18-2023 to 09-18-2024. Must verify whether this policy has been renewed and is currently active. New general liability insurance was completed via DocuSign in May 2025.