Strategic Decisions Log
Chronological record of all major structural, legal, and strategic decisions
Delaware C Corp for Conejo Coffee
Enable investor capital and equity incentives for Conejo Coffee brand. Delaware C Corp provides flexibility for equity compensation and future capital raises.
Tim Nielsen to file articles of incorporation ASAP
Initial share allocations for Lucas, Aaron, and core contributors. Licensing IP from nonprofit rather than direct ownership.
IP Licensing Model (vs. Direct Ownership)
Nonprofit owns IP and licenses to for-profits. Maintains mission focus, simplifies tax compliance, and provides flexibility for investor capital (can buy IP rights or convert licensing to lump-sum payments).
Tim Nielsen to draft IP licensing agreement template
Preferred over nonprofit equity ownership. Allows for-profits to operate independently while nonprofit retains control of core IP.
Leasing Model for Property Management
Nonprofits lease property to for-profit subsidiaries. Rent payments flow back to nonprofits as loan repayments for financial clarity and compliance.
Jorge Alfaro to draft FMV Property Lease for El Salvador operations
Maintains clear separation between nonprofit and for-profit operations. Rent structure to be determined based on property valuations.
Conflict-of-Interest Policies Required
Distinct boards and conflict-of-interest policies ensure compliance and transparency across nonprofit and for-profit entities. Aaron can serve in non-conflicting roles across entities.
Jonathan Bench to finalize conflict-of-interest policies for both US and El Salvador nonprofits
Non-voting shares suggested for Aaron's ownership in for-profits to reduce conflict risks. Independent board oversight required.
Local El Salvador Subsidiaries Required
Salvadoran labor and tax laws require local tax IDs and majority local staffing. For-profit entities operating in El Salvador need local subsidiaries.
Jorge Alfaro to confirm ES OpCo entity type (S.A. de C.V.) and Foreign Agents Law exposure
Local employment must comply with Salvadoran labor laws. Ownership transfer of local foundation to US nonprofit is feasible.
Nonprofit Ownership of El Salvador Foundation
Explore legal feasibility of US nonprofit owning or controlling El Salvador foundation. Current foundation owned by Aaron and Carolina; potential transfer to US nonprofit.
Jorge Alfaro to advise on legal feasibility and recommend contract structures linking US nonprofit and Salvadoran foundation
Contracts defining transfer and handling of funds are critical. Arm's-length transactions required.
Clear Marketing & Donation vs. Investment Separation
Prevent donations from being mistaken as investments and vice versa. Clear contractual distinction required to comply with regulations and maintain transparency.
Bryan Nuñez to identify and clarify regulatory marketing constraints between nonprofit donations and for-profit investments
Private investment scenarios (e.g., founder's vouchers for room credits) structured as purchases without tax write-offs. Storytelling critical to maintain trust.
Frequent Legal Syncs Scheduled
Regular meetings (at least twice weekly) to address evolving questions, refine legal structures, and ensure alignment across all parties.
Michelle James to coordinate meeting invites and ensure all relevant parties (including Catherine Wahlen) receive updates
Next meeting scheduled for Wednesday afternoon. Document management led by Catherine Wahlen via Google Drive.