Org Structure Plan — Neem LLC, WallSpace, A.EYE.ECHO, GOOISM

One-paragraph version

Stand up a UK Community Interest Company (CIC) with Jack and Matt as co-directors to run the A.EYE.ECHO side and pursue UK accessibility grants first (faster turnaround, UK deaf-led narrative is strong). In parallel, influence the GOOISM 501(c)(3)'s mission statement now, while it's still being drafted in the incubator, to explicitly include accessibility-for-visual-art-audiences. When GOOISM is approved and has capacity, it becomes the US fiscal sponsor for accessibility work. Neem LLC continues as the operating entity for WallSpace commercial, and contracts back to both nonprofits for technical deliverables. No second US 501(c)(3) to build from scratch.

Context

What changed since April 16

GOOISM is forming a 501(c)(3) through an incubator Jack is part of. Jack will likely be a board member. This opens a US sponsorship path that didn't exist before.
Prior thinking assumed Jack would eventually create his own accessibility 501(c)(3). That's now off the table — mission alignment and board influence make GOOISM the natural US home, if the mission statement is shaped correctly while it's still being drafted.
UK-first sequencing emerged as the sharper play: faster grants, stronger narrative (Matt as deaf-lived-experience co-director), and buys time for GOOISM to build sponsor capacity.

The plan

Three entities, clear lanes

Neem LLC

US • Jack • operating entity

Owns and runs WallSpace.Studio (commercial SaaS + creative tool)
Owns the caption intelligence engine IP (the commercial licensable layer)
Contracts back to the UK CIC and US 501(c)(3) as a paid technical service provider at arm's length, market-rate
Hosts shared cloud infrastructure (Cloudflare, Scope, fal.ai), billed back at cost
Runs US community programming as marketing + R&D spend until GOOISM sponsorship is live

UK CIC

UK • Matt + Jack co-directors • accessibility programs

Asset-locked — profits and assets must serve the community mission. Permanent protection.
Pursues UK grants: RNID, Nesta, Arts Council England, Comic Relief Tech for Good, Wellcome Mental Health & Inclusion, deaf-community trusts
Runs UK programming: deaf-led testing, accessibility showcases, conference presence
Pays Neem LLC for technical infrastructure + dev work delivered into the MIT-licensed A.EYE.ECHO repo
Pays Matt for his time leading echo development (contractor to his own CIC, standard pattern)

GOOISM 501(c)(3)

US • forming • fiscal sponsor (phase 2)

Mission (to be shaped): support visual artists and expand access to visual + performance art for all audiences
Jack is a board member (one seat among several)
Acts as US fiscal sponsor for the A.EYE.ECHO accessibility project once GOOISM has capacity (usually 12+ months post-approval)
Receives US foundation grants (Microsoft AI for Accessibility, Google.org, Ford, Craig Newmark, community-specific funders)
Contracts Neem LLC + UK CIC with Jack recused from related contract votes; disinterested-director majority approving

Why this works

Three perspectives

From Matt's perspective

You're a co-director of the UK CIC, not an employee of Neem. That's real ownership of the accessibility mission, not a consulting role.
Your lived experience + technical role is the grant narrative UK funders are actively looking for. This isn't tokenism; it's the fundable core of the case. You lead that voice.
The MIT license stays MIT. Nothing about this structure changes the fact that the A.EYE.ECHO codebase is permanently free and forkable. No one can close it.
Asset lock protects the mission permanently. The CIC structure legally prevents anyone (Jack, future investors, any commercial acquirer) from ever extracting CIC assets for private gain. Once it's a CIC, it stays mission-driven. Full stop.
You get paid for your time. Once the CIC has funding, you contract to it at a fair UK rate. No equity-vs-contribution awkwardness because there's nothing to equity-ify — asset lock means no one owns the CIC in the equity sense.
No US tax or admin burden on you. Jack handles the US-side complexity. You handle the UK side, where you already live and file.
Clear lane. A.EYE.ECHO + accessibility programs = your lead. WallSpace commercial = Jack's lead. The caption system is where we collaborate.

From Jack's perspective

One board seat, not two. Avoids creating and running a separate US 501(c)(3) from scratch (9–18 months to incorporate, 3+ independent directors to recruit, strict governance).
Mission alignment is real, not forced. GOOISM exists to serve visual artists and their audiences. Accessibility for deaf audiences at visual-art events is a natural extension.
WallSpace commercial stays clean. Neem LLC retains the commercial vehicle untouched by nonprofit governance. Investor-facing story is clear: commercial tool here, mission-aligned nonprofits over there, related by contractor relationships at arm's length.
Cross-Atlantic optionality. UK grants fund the CIC, US grants fund GOOISM, each stays in its own regulatory environment. No single-point-of-failure if either funding market cools.
Buys time on the US side. GOOISM won't be able to fiscal-sponsor on day one of approval — fiscal sponsorship requires accounting controls, grant management, separate fund tracking. UK-first gives 12+ months of runway for GOOISM to build that capacity.

From the mission's perspective

Matt's lived experience leading UK work is the right center of gravity for accessibility work. That's where the voice with the most authority sits.
The MIT license keeps the codebase permanently community-owned. No structural decision here ever undoes that.
Asset lock + fiscal-sponsor governance + disinterested board majorities mean no single person (Jack included) can redirect funds or privatize the mission.
Visual artists and deaf audiences share real venues — live music, VJ battles, projection art, immersive installations. Funding the accessibility layer of visual art is a coherent charitable purpose, not a legal fiction.

Roles & boundaries

Who leads what

Area	Lead	Entity
WallSpace commercial product	Jack	Neem LLC
A.EYE.ECHO codebase (MIT, open)	Matt	GitHub; no entity owns it
Caption system R&D (shared)	Jack + Matt	Collaborative; deliverables licensed/delivered into MIT code
UK programs + UK grants	Matt	UK CIC
US programs + US grants (phase 2)	Jack	GOOISM 501(c)(3)
Shared cloud infrastructure	Jack	Neem LLC (billed to CIC + 501c3 at cost)
Mission governance (UK)	Matt + Jack	UK CIC board
Mission governance (US)	GOOISM board	GOOISM 501(c)(3) (Jack is one seat)

Rollout

Sequenced, realistic

Phase 1 • next 30–60 days

Foundations

Confirm with Matt that he's willing + available to co-direct a UK CIC
File UK CIC (CIC36 form, ~£27, ~4–6 week turnaround) once Matt agrees
Push for GOOISM mission language to explicitly include "accessibility and inclusion for visual-art audiences" — single most important US-side action item
Scope first US community event (Neem-funded, partner with deaf-serving org for venue + audience)

Phase 2 • 3 months

Early traction

First 1–2 UK grant applications in flight (CIC is eligible, Matt leads narrative, Jack operates)
First US event done and documented (photos, quotes, attendance, impact stories)
GOOISM 501(c)(3) application submitted with mission language confirmed
1h call with US nonprofit lawyer (~$500) + 1h call with UK solicitor (~£300) to validate structure

Phase 3 • 6 months

Real programs

UK grant decisions landing; if funded, CIC starts running real programs
2–3 US events documented, building track record
GOOISM approval likely 6–12 months out; evaluate capacity to fiscal-sponsor
If GOOISM isn't ready to sponsor yet, Open Collective Foundation is a low-friction bridge (~$100/mo + 10%) to accept US tax-deductible donations

Phase 4 • 9–12 months

Both sides funded

CIC has at least one funded UK program running
US events portfolio is real (10+ events, documented community impact)
Either GOOISM sponsors US accessibility work, Open Collective bridges, or direct US foundation engagement is possible because the case study is now credible

Scope discipline

What we're not doing, and why

Not creating a second US 501(c)(3) from scratch. GOOISM covers this if the mission is shaped correctly now.

Not giving Matt equity in Neem LLC. Equity in a commercial LLC creates the exact entanglement we're trying to avoid. MIT-licensed code + CIC co-directorship + contractor pay is cleaner and better-aligned for both of us.

Not merging WallSpace into the nonprofit structure. WallSpace is commercial — it needs investor-friendly governance, not asset locks. Keeping it at Neem preserves every option (funding, licensing, acquisition).

Not waiting for GOOISM to be operational before starting UK work. UK CIC can move in parallel; waiting on a US sponsor for UK-eligible grants leaves money on the table.

Not over-formalizing the day-to-day collaboration between Jack and Matt. The operating relationship is already working. No need to structure that.

Manage carefully

Risks & watch-outs

Conflict of interest (GOOISM side)

Jack on the board + Neem LLC being paid as contractor = classic related-party transaction. The IRS looks at this pattern closely. Manageable if: Jack recuses from every vote involving Neem contracts; disinterested-director majority approves each contract; market-rate benchmarks documented; disclosed annually on Form 990 Schedule L; written conflict-of-interest policy and recusal log.

Jack as UK CIC director — US tax exposure

FBAR (FinCEN 114) if Jack has signature authority on a CIC bank account >$10K at any point during the year. Form 5471 may apply if deemed a controlling director of a foreign corporation (CIC asset lock makes ownership-percentage analysis nuanced). Form 8938 if foreign financial asset thresholds are crossed. Get a US tax preparer who handles expat / foreign-director situations — adds ~$500–1000 to annual filing. Not a blocker.

Grant scope alignment

Grants typically have restricted uses. The CIC and GOOISM must use grant funds for the named purpose. Accessibility caption tech at visual-art events = direct fit. WallSpace commercial features = does not fit, stays funded by Neem. R&D that serves both must be carved carefully — deliverables should be clearly attributable to the funded charitable purpose.

CIC capacity in year one

A UK CIC is easy to form but still has admin overhead — annual CIC34 report to the regulator, accounts filed at Companies House, director duties, etc. Matt + Jack running this alongside day-to-day work is doable but time-consuming. A part-time admin or grants-writer contractor at ~6 months in is probably the right move.

Spreading too thin

Jack's current load: WallSpace dev + cloud + scope4mac proposal + Matt collaboration + CIC admin + US events + GOOISM board seat. Realistic delegation: Matt owns UK grant narratives (his voice is the strongest for them anyway); Jack owns US events + GOOISM mission shaping; a part-time EA or grants-writer contractor at ~6 months out takes the application grind off both of them.

Honest caveats

What we don't know

This is not legal advice

These are frameworks, not legal advice. Get a US nonprofit lawyer + UK solicitor on record before any of this is signed.

US nonprofit law is genuinely complex. State-level registration adds nuance (Delaware vs California vs New York).
UK CIC governance rules change. Check current gov.uk / CIC Regulator guidance before filing.
Cross-border tax treaties affect how entities can transact. Contractor-to-contractor payments between Neem (US) and a UK CIC need careful structuring to avoid permanent establishment issues.
Whether a given foundation funds a fiscal-sponsored project vs requires a direct 501(c)(3) grantee varies case by case. Don't assume GOOISM sponsorship unlocks every US grant.
GOOISM timeline is outside our control. If the incubator 501(c)(3) application is delayed, or the mission statement can't be shaped as described, the US-side plan changes.

Budget for ~$1–2K in advisor time

Plan for one US nonprofit lawyer call and one UK solicitor call ($1–2K total) before any of this becomes real. They'll save you from the specific mistakes that are actually expensive.

Next moves

Action items, prioritized

Shape GOOISM mission language to include accessibility-for-visual-art-audiences explicitly. Most time-sensitive item — do it before the 501(c)(3) is filed.

Review this plan with US nonprofit lawyer + UK solicitor. Validate CIC + fiscal-sponsor + related-party contractor structure before committing.

Share this plan with Matt once advisor feedback is incorporated. Use it as the basis for the "want to co-direct a UK CIC?" conversation.

File UK CIC once Matt agrees (CIC36 form, ~£27, ~4–6 weeks).

Scope and run first US community event (Neem-funded, partner with deaf-serving org for venue + audience).

First UK grant application identified and drafted within 90 days of CIC approval.