Nonprofits are not owned by any private parties. They are managed by a Board of Directors and upon dissolution, their remaining assets must be distributed to other nonprofit charities.

The PWG will determine the initial board members. If the current draft bylaws are approved, those board members must include 3 Community Organization Directors who are authorized by an Oregon nonprofit organization whose mission prioritizes the advancement, support, or promotion of local Black individuals or Black-owned businesses to represent the interests of that organization and its mission as part of the Board, 2 Heritage Directors who represent the interests of persons displaced by the original construction of Emanuel Hospital, and 2 Directors who are black business owners.

The Governance committee will determine a formal nomination process for members of the public and other board members to nominate new directors. Community Organization Directors who are replaced in the middle of their term will be nominated by the nonprofit that the departing director represented.

See the ownership subcommittee’s memorandum regarding ownership structure options.

In order to be granted 501c3 charity status by the IRS, the nonprofit will need to adopt a conflict of interest policy that prevents the organization from providing private inurement to any conflicted parties or compromise the mission of the organization in favor of the interests of a director.

The new nonprofit will retain the publicly-accessible meeting structure of the PWG while establishing a more formal process for notifying the public about meetings and meeting content.

The new nonprofit will require two board members to represent the interests of displaced people.

The current plan is to have the PWG determine the development team and form and appoint the directors of the new nonprofit. The nonprofit with the development team will then be in charge of determining the specifics of what will be placed on the property. That being said, no transfer may occur without the approval of the PWG so the PWG may determine to extend its existence further in the process with the agreement and approval of the supporting partners.

This detail of the future management of the project after completion is yet to be determined, however the nonprofit will have ability to manage the space or appoint a manager for the space as it determines appropriate given the various considerations of the project.

Community Benefits agreements are typically with multiple community organizations and the developer in order to allow the community groups influence over the project in exchange for not opposing the project. Given that the new nonprofit will incorporate the voices of community organizations and will start with control over the property, instead of having a sperate community benefits agreement the terms of a community benefits agreement may be built into the development contract with the developer giving the terms more weight and enforceability. There could also be a community benefits agreement between community groups, the new nonprofit and the development team.

At the moment the plan is to transfer the property to the nonprofit and there is no plan to transfer the property or any portion thereof to others. That may change in order to accommodate the needs of the various components of the project, such as selling the corresponding land with housing units.

Under the current timeline, this has yet to be determined and will be decided by the new nonprofit in coordination with the development team selected by the PWG in order to best realize the project.

At this point, Legacy has no plans to own or occupy any portion of the project.

The funding source is yet to be determined and long-term financing will need to be determined by the board of directors. Any unused money from the PWG may be transferred to the new nonprofit for the purpose of funding the activities to develop the project. Long-term financing of the nonprofit will be determined by the details of the final structure and programming of the project.

Board Chair : Bryson Davis

Board Vice Chair : TBD

Treasurer : Tai Dunson-Strane

Secretary : Justice Rajee

Directors :

James Faison

Anthony Deloney

Dana Shepard

Karis Stoudamire Phillips