Category: Board Meetings

A conference call was held on April 15, 2020. Officers present: President Tsav Lis Xyooj, Vice President Nkag Neeb Xyooj, Secretary Xaiv Phiab Xyooj, and Treasurer Suav Yaaj Xyooj.

Suav Yaaj covered the recent meeting that he had with former President Nhiabee Xiong, former Vice President May Cha, Asst. Secretary Luexa Xiong, and Board Member Peter Phiab Xiong. The following were agreed upon:

• We will start filing tax returns beginning with 2016.  It is Form 199 enotice.
• We will proceed to renew SI-100 form.  At the start of the next administration, the form will need to be amended to reflect the new officers.
• The discussion on whether to proceed with getting legal nonprofit status remains on hold for the May 15, 2020 conference call.
• There is a possibility of getting tax exempted in California if we file Form 3500.  However, it may not even make a difference since we are not earning more than $50,000 per year for XUAS.

The specific purpose for this Board Meeting via conference call is to answer a few questions, which are all related to the question of whether XUAS should continue to pursue getting the legal non-profit status of 501(c)3 based on the IRS codes.  Those who made this conference call were:  President Tsav Lis Xyooj, V.P. Nkag Neeb Xyooj, Secretary Xiav Phiab Xyooj, Asst. Secretary Luexa Xiong, Treasurer Suav Yaaj Xyooj, Board Member Richard Xiong, former XUAS officers Tommy Xiong, Nhiabee Xiong, and May Cha, XUAS founder Nkag Tswb Xyooj, Advisors Larry Ma Xyooj, Mycie Xiong, and Vaming Xiong.  Below is a summary of what transpired and how the meeting concluded.

• The former officers of XUAS (May Cha, Nhiabee Xiong, and Tommy Xiong) clarified the vision for turning XUAS into a 501(c)3 organization.  Some work had been done, which include these:  obtained an EIN, opened a bank account at Wells Fargo Bank and registered XUAS at the California Secretary of State’s office.  However, the requirements to be recognized as a 501(c)3 organization have not been met.  XUAS is not a legal non-profit organization.
• Regarding the need to address the Franchise Tax Board’s demand for filing past due tax returns, it was agreed that Nhiabee would contact the Secretary of State’s office to obtain all of the details we need to fulfill XUAS’ tax filing obligations, etc.  Once Nhiabee has obtained this information, he will report back to XUAS and work with Treasurer Yang Xiong to take care of the tax filings.
• Regarding the question of whether to renew XUAS’ registration with the Secretary of State’s office, which will be due on 5/31/2020, some feel that if we do not renew it, XUAS will die.  The majority of those on the call feel that because of the uncertainty of whether XUAS would pursue becoming a legal non-profit, we should not renew it.  Instead, we need to inform the Secretary of State’s office that XUAS has dissolved so that XUAS would no longer be held accountable for filing taxes.  By making this statement, however, it does not mean that XUAS is going to be dissolved.  XUAS will remain as it has always been for the Xiong clan, where it is a private organization that is not registered with the state or federal government.  It was agreed that another meeting/conference call would be held to conclude the discussion on May 15, 2020.

The draft of the official minutes prepared by Secretary Xaiv Phiab Xiong for this board meeting is below:

Hello, my fellow XUAS colleagues.

In our 2/12/2020 meeting, we decided that efforts should be made by President Tsav Lis Xyooj to call an emergency meeting sometime next week to settle the Franchise Tax Board’s demand for XUAS to file tax returns.  Because I already knew that I will not be available to meet at all between now and the end of February 2020, I thought I put my thoughts down on the web here so you all would know what I think of the matter even though I won’t be at the meeting.

As you know, we have now been issued two letters of “Demand for Past Due Corporation Tax Return” by the State of California Franchise Tax Board for the tax year 2016.  The first demand was issued towards the end of 2019, and the second demand was issued at the end of January 2020.

After receiving the first demand letter, we attempted to address the matter at President Tsav Lis Xyooj’s apartment complex community center sometime in November 2019 but decided that there was a need to look more into the options that are available to us and that we needed to have a meeting with the previous administrations (Tommy Xiong and Nhiabee Xiong) as the demand was for the tax year 2016.  Due to many other competing priorities, a meeting was not able to be held until 2/12/2020.  Former XUAS officers Nhiabee Xiong, Tommy Xiong, and May Cha were all asked to come to the meeting, but no one was able to make it.  President Tsav Lis Xyooj also happened just to sustain a broken arm, which prevented him from making the meeting as well.  Consequently, only the following individuals made the meeting:  Nkag Neeb Xyooj, Txawj Tuam Xyooj, Bam Xiong, Shuayung Xiong, Luexa Xiong, Tou Xiong, Richard Xiong, and Vam Yaj Xyooj.

We reviewed the situation and noted the following.  It is now clear that XUAS is not a legal non-profit organization.  The paperwork never got completed.  XUAS has an EIN and is registered with the Secretary of State in California, but beyond that, XUAS has nothing in place to be calling itself a legal non-profit organization.  Therefore, from here on, we should stop saying that XUAS is a non-profit organization.

Furthermore, because the previous administrations have registered XUAS with the State of California, XUAS is expected to file yearly tax returns.  Former XUAS President Nhiabee Xiong, however, clarified via a text message to Shuayung that they never filed any tax returns.  This meant that ever since, most likely 2016, when XUAS first registered with the CA Secretary of State’s office, we will be required to file late tax returns.

Because of the above situation, we explored possible solutions.  It appears that XUAS has minimal choices:

1. Do nothing and risk our bank account being frozen, and the government takes our funds for payment of taxes due.
2. File the tax returns for all of the previous years from 2016 to the present and work to become a legal non-profit organization.
3. File the tax returns for all of the previous years from 2016 to the present, remove our registration from the State of CA, and don’t pursue becoming a legal non-profit organization.

The general discussion by those present in the meeting and I, personally, leaned towards option 3.  The reason is that we currently do not have the capacity within XUAS to turn the organization into a legal non-profit and to handle all of the yearly legal requirements that come with being an established legal entity with the state and the federal government.  We saw that the previous administrations attempted to turn XUAS into a legal non-profit, but it was not completed.  This led to more issues that we now have to deal with, namely the need to file late tax returns from 2016 to the present.