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Showing 23 of 23 tasks
T-001
Urgent
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.
Entity Formation
1
In Progress
Lucas George
·ASAP
T-002
Urgent
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.
Entity Formation
1
Not Started
Lucas George
·ASAP
T-003
Urgent
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.
El Salvador
1
Not Started
Aaron Murphy / Lucas George
·ASAP
T-004
High
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.
Governance
1
Not Started
Emmanuel Poulain
·Q1 2026
T-005
High
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.
Contracts
1
Not Started
Lucas George / Emmanuel Poulain
·Q1 2026
T-006
High
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.
Property
1
Not Started
Aaron Murphy / Lucas George
·Q1 2026
T-007
High
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.
El Salvador
1
Not Started
Lucas George / Aaron Murphy
·Q1–Q2 2026
T-008
Medium
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.
Governance
1
In Progress
Lucas George / Emmanuel Poulain
·Q1 2026
T-009
Medium
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.
Insurance
1
Not Started
Emmanuel Poulain
·Verify ASAP
T-010
Medium
IP / Trademark Transfer to Conejo Group PBC
The MurphsLife trademark (Reg. No. 8,015,171) is currently held by Lucas George & Aaron Murphy as individuals. Once Conejo Group PBC is formed, ownership should be transferred to the HoldCo to protect IP and enable proper licensing.
Intellectual Property
1
Not Started
Lucas George
·Q2 2026
T-011
Medium
D&O Insurance — Obtain Policy
No Directors & Officers (D&O) insurance was found in the document archive. D&O insurance is strongly recommended for nonprofit boards to protect directors from personal liability.
Insurance
Not Started
Emmanuel Poulain
·Q2 2026
T-012
Medium
Employment Contracts — Finalize Templates
Employment contract templates for US and El Salvador employees need to be finalized. Emmanuel Poulain and Dianne are leading this. Required before any new hires are onboarded.
HR & Employment
In Progress
Emmanuel Poulain
·Q1 2026
T-013
Low
Costa Rica Farm — Re-engage Deed Offer
Lucas George noted on the Feb 26 call that the Costa Rica farm deed offer may have expired. Must re-engage with the donor to determine if the offer is still available and what the current terms are.
Property
1
Not Started
Lucas George
·Q2 2026
T-014
High
Form 990 — Verify 2023 & 2024 Filings
The 2022 Form 990 is on file. Must verify that 2023 and 2024 annual returns have been filed with the IRS. Failure to file for 3 consecutive years results in automatic revocation of 501(c)(3) status.
Compliance
1
Not Started
Emmanuel Poulain
·ASAP
T-015
Medium
Utah Annual Report — Verify Current Standing
An Application for Reinstatement was filed with Utah. Must verify current standing with the Utah Department of Commerce to confirm the Foundation is in good standing.
Compliance
Not Started
Emmanuel Poulain
·Q1 2026
T-016
High
Add Catherine Wahlen to Compliance & Legal Hub
Catherine Wahlen needs to be added to the Legal & Compliance Hub dashboard and the Google Drive document sharing access list. She is involved in legal and compliance coordination.
Governance
1
Not Started
Lucas George
·ASAP
T-017
Urgent
Conejo Coffee — For-Profit Entity Formation
Form a for-profit Delaware C Corp for Conejo Coffee to enable investor capital and equity incentives. This entity will operate independently from the nonprofit with a clear separation. IP will be licensed from the nonprofit.
Entity Formation
1
Not Started
Lucas George
·Q1 2026
T-018
High
IP Licensing Agreement — Nonprofit to For-Profit
Draft and execute an IP licensing agreement allowing Conejo Group PBC and subsidiary for-profit entities (Conejo Coffee, etc.) to license intellectual property from MurphsLife Foundation. This is critical for the for-profit structure and revenue flow.
Intellectual Property
1
Not Started
Lucas George
·Q1 2026
T-019
High
Conflict of Interest Policies — Finalize for US & ES
Finalize and execute conflict-of-interest policies for both the US nonprofit and El Salvador foundation. Critical for maintaining arm's-length transactions and 501(c)(3) compliance.
Governance
1
Not Started
Lucas George / Emmanuel Poulain
·Q1 2026
T-020
High
El Salvador Foundation — Legal Structure & Ownership
Consult with Jorge Alfaro on the legal feasibility and structure of the El Salvador foundation. Determine ownership nuances and whether the US nonprofit can own or control the ES foundation.
El Salvador
1
In Progress
Lucas George / Aaron Murphy
·Q1 2026
T-021
High
Contract Structures — US Nonprofit & ES Foundation Linkage
Jorge Alfaro to recommend contract structures linking the US nonprofit and Salvadoran foundation for cooperation and fund management. Critical for the integrated ecosystem.
Contracts
1
Not Started
Lucas George
·Q1 2026
T-022
High
Regulatory Marketing Constraints — Nonprofit vs. For-Profit
Bryan Nuñez to identify and clarify regulatory marketing constraints between nonprofit donations and for-profit investments. Must prevent optics issues and ensure compliance with fundraising regulations.
Compliance
1
Not Started
Lucas George
·Q1 2026
T-023
Medium
Google Drive Workflows — Document Management System
Continue to refine Google Drive workflows with Catherine Wahlen to establish a clear draft and final document management system. Ensure all legal and compliance documents are organized and accessible.
Governance
1
In Progress
Lucas George
·Q1 2026