Confidential • For General Counsel

Legal Strategy Brief

Directives regarding entity structure, asset protection, and the "Future of Luxury Affordable Living" framework.

1 The CLT-PPT Integration

Steward / Host Split

Objective: Liability Firewall & Asset Protection

We utilize a dual-entity structure to separate the Risk (Operations) from the Asset (Land).

  • Entity A (The Steward): A Non-Profit Community Land Trust (CLT). Holds the Fee Simple Deed. Zero employees. Zero operational liability. Purpose: Land conservation and permanent affordability.
  • Entity B (The Host): The Maker's Stay OpCo (LLC). Owns the *improvements* (buildings/infrastructure) and operates the business. Pays lease fees to the Steward.
  • The PPT (Public-Private Partnership): The Host enters into a PPT agreement with the Steward to develop workforce housing, unlocking potential tax-exempt financing.

Directive for Counsel:

Draft a 99-Year Master Ground Lease between Entity A and Entity B. Ensure it contains "Leasehold Mortgage" provisions so the Host entity can secure commercial construction loans against the *value of the leasehold interest*, bypassing the need to leverage the land itself.

2 Homeownership Bylaws

The "Guild Requirement"

Objective: Cultural Preservation

Ownership in the village is restricted to protect the community fabric. It is not an open market subdivision.

  • Eligibility: To purchase a home (Structure Only, via Ground Lease), an individual must be an active member of The Maker's Guild or a core employee.
  • Cultural Fit: If a non-employee wishes to buy, they must apply to join the Guild, demonstrating alignment with the "Self-Starter" ethos and contributing a skill to the community.
  • Resale Restriction: Homes must be sold back to the Trust or to another approved Guild Member (Right of First Refusal).

Directive for Counsel:

Draft the Ground Lease Rider that ties ownership to "Active Guild Membership." Define "Guild Member" legally (e.g., someone who contributes X hours/year or pays Guild dues).

3 Workforce Housing (IRS Section 119)

Tax-Free Housing Compensation

Objective: Compensation Efficiency

We provide housing to staff as a non-taxable benefit under IRS Section 119. To qualify, three conditions must be met:

  • 1. Business Premises: The housing must be on the resort property (Zone B/C).
  • 2. Convenience of Employer: We must require staff to be on-site for emergencies/operations (e.g., 24/7 guest service).
  • 3. Condition of Employment: The employee must be required to accept the housing to perform their duties properly.

Directive for Counsel:

Draft Employment Agreements for all resident staff (Guild Members, Ops Directors) that explicitly state on-site residence is a Condition of Employment. This ensures the value of the housing is excludable from their gross income.

4 Zoning & Ag-Tourism

The "Boneta Bill" Defense

Objective: By-Right Operations

In Virginia, the "Boneta Bill" protects agricultural commerce. By operating a working farm (The Guild's agricultural component), we unlock rights for events and sales that standard commercial zoning might restrict.

Directive for Counsel:

Review local county ordinances (Russell/Culpeper) to maximize our "By-Right" agricultural uses. Ensure our initial operations fall under "Agri-Tourism" definitions to allow immediate revenue generation while Special Use Permits (SUP) for the resort are processed.

5 Capital Phasing Strategy

Rewards vs. Equity Crowdfunding

Objective: Strategic Validation

We are executing a two-phase capital strategy to minimize dilution and prove market demand.

  • Phase 1 (Rewards Crowdfunding): We will launch on platforms like Kickstarter/Indiegogo to sell "Vouchers for Future Stays." This generates non-dilutive revenue and proves the concept without triggering complex securities regulations.
  • Phase 2 (Regulation CF / Reg D): Once demand is validated, we will open an equity round (Reg CF or Reg D) for accredited and non-accredited investors to buy into the OpCo.

Directive for Counsel:

Review all Phase 1 marketing copy. Ensure terms explicitly define contributions as "Pre-Orders for Consumption" (products/stays), not investments. We must maintain a clear distinction until the Reg CF filing is prepared.