[Mesh] Bylaws translated, last call to edit them!

Hi all, Sending these off tomorrow; this is a last call to look over our bylaws before we send them in to acquire our bank account: https://sudoroom.org/wiki/Mesh/Bylaws Some key points: * We must give written notice for any board meetings at least 10 days in advance * Board members may vote by proxy through electronic communications * Any officer may resign at any time by providing written notice to the Board. * Board members shall be chosen annually, we confirm as of March 1. So new Board members must be decided upon before 1 March 2015. Our current Board: MaxB, ChrisJ, Marc, Jenny, Matt, Jeremy, Luis, Jake, Lilia Our directors are currently me (Jenny) as president, Marc (juul) as secretary, and Matt as treasurer. We also need to create an annual report, which is the bulk of the work of Board members/directors. I didn't go over this part very closely, so let me know if something looks overly complicated: ==15.1. Annual Report== The board shall cause an annual report to be sent to the members and directors within 120 days after the end of the corporation's fiscal year. That report shall contain the following information, in appropriate detail: :(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year; :(b) The principal changes in assets and liabilities, including trust funds; :(c) The corporation's revenue or receipts, both unrestricted and restricted to particular purposes; :(d) The corporation's expenses or disbursements for both general and restricted purposes; :(e) Any information required by Section 14.1.c. of these bylaws; and :(f) An independent accountants' report or, if none, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation's books and records. This requirement of an annual report shall not apply if the corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all directors and to any member who requests it in writing. If the board approves, the corporation may send the report and any accompanying material sent pursuant to this section by electronic transmission. ==15.2. Annual Statement of Certain Transactions and Indemnifications== As part of the annual report to all members, or as a separate document if no annual report is issued, the corporation shall, within 120 days after the end of the corporation's fiscal year, annually prepare and mail, deliver, or send by electronic transmission to each member and furnish to each director a statement of any transaction or indemnification of the following kind: :(a) Any transaction ::(i) in which the corporation, or its parent or subsidiary, was a party, ::(ii) in which an "interested person" had a direct or indirect material financial interest, and ::(iii) which involved more than $50,000 or was one of several transactions with the same interested person involving, in the aggregate, more than $50,000. For this purpose, an "interested person" is either :::(1) any director or officer of the corporation, its parent or subsidiary (but mere common directorship shall not be considered such an interest); or :::(2) any holder of more than 10 percent of the voting power of the corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated. :(b) Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation under Article 11 of these bylaws, unless that indemnification has already been approved by the members under Corporations Code section 5238(e)(2). Jenny http://jennyryan.net http://thepyre.org http://thevirtualcampfire.org http://technomadic.tumblr.com `~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~` "Technology is the campfire around which we tell our stories." -Laurie Anderson "Storytelling reveals meaning without committing the error of defining it." -Hannah Arendt "To define is to kill. To suggest is to create." -Stéphane Mallarmé ~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`