// 09_legal/for-counsel
For counsel.
One page. Every legal and governance artifact for review, plus the open questions and where each one currently stands. This is the single URL to send.
v1 draft — plain-English summary of terms pending counsel review. The signed grant letter governs.
Last updated: July 8, 2026
// current_state
- The application window is gated closed until November 1, 2026. No application can be submitted before then.
- Contributions are dormant until Stripe is configured. No public dollar can move today.
- Every legal and governance document here is a v1 draft pending your review. Nothing is finalized and nothing implies charity or tax-deductible status.
// artifacts
grant_agreement
Grant agreement — the click-wrap a grantee accepts
grant_terms
Grant terms — plain-English summary
privacy
Privacy — collection, publication, retention
contribution_terms
Contribution terms — non-deductibility, refunds, ledger
governance
Governance — rubric, three-reviewer rule, recusal, 50% cap, SLA, waitlist
// open_questions
Three gate the public launch — (a) entity structure, (b) the charitable-solicitation question, and (c) the grant agreement. The full memo lives in the counsel packet; this is the short version and our posture while we wait.
(a)
Entity structure
the question
Final Final Fund runs as an unincorporated program of Das Creative LLC. Should it stay a program/DBA-style line of business, or should we form a sibling single-member LLC to hold the fund's assets and liabilities separately? Recommendation requested.
current posture
Pending your answer, we keep FFF as a program of Das Creative LLC — one bank sub-account, one set of books tagged by category, no separate EIN — and hold off on any entity filing.
(b)
California charitable-solicitation exposure
the question
Das Creative LLC is not a 501(c)(3) and FFF is not a charity, but the fund solicits "contributions" from the public to re-grant to artists — the fact pattern that can trigger California charitable-trust doctrine and AG Registry obligations regardless of tax status. Is our solicitation phrasing (we use "contribution," state non-deductibility everywhere, describe Das Creative as a private company not a charity, and give contributors nothing material in return) sufficient to stay outside those obligations, or does the underlying activity trigger registration regardless? This is the gating item for public contributions.
current posture
Pending your answer, the Contribute feature stays dark — Stripe payment links are not created and the environment variables are unset, so the page shows an honest "not yet open" state. Non-deductibility language stays as-is unless you tell us to change it.
(c)
Grant agreement review
the question
Please review the grant agreement for enforceability and gaps — in particular whether "proof of ship" is specific enough, whether the no-recoupment / no-equity language forecloses any implied partnership or investment characterization, and whether the checkbox-based, partially-revocable publicity consent needs firmer language to survive a later withdrawal.
current posture
Pending your answer, this agreement is not sent to any artist. It stays marked v1 draft and is excluded from the admin pipeline's automated flows until you clear it.
(f)
Trustee tier — grant-review seat
the question
A later, unlaunched feature gives recurring contributors ($100/month) a rotating seat in a grant-review round. Does pairing a payment with a say in who gets funded create a pay-to-play / private-benefit problem for an LLC-run program? If an observer/advisory seat with no vote is cleaner, tell us and we change the copy before the tier goes live.
current posture
Pending your answer, the Trustee tier stays future/unlaunched and the "seat in grant review" is provisional wording — we finalize it to your guidance before any Trustee reviews an application.