17 Oct
2013
17 Oct
'13
4:22 p.m.
On Thu, Oct 17, 2013 at 2:15 PM, Eddan Katz <eddan(a)clear.net> wrote:
In the interest of expediting the administrative part
of the process in
filing these documents, here's the link to the state of CA page -
http://www.sos.ca.gov/business/be/forms.htm.
As a non-profit, Sudo Room would be filing either the Form ARTS-MU (mutual
benefit) or ARTS-PB-501(c)(3) (public benefit) [$30 - one-time fee] as well
as the Statement of Information on Form SI-100 [$20, mandatory renewal
annually or biennially).
An overall concise and informative resource I've found for establishing
and operating a co-operative Articles of Incorporation can be found at
http://www.rurdev.usda.gov/rbs/pub/cir40/cir40rpt.htm. I am trying to
sift through what's relevant for us to consider in comparison with the
draft Marc sent around.
I did some research on the California Cooperative corporation structure
today. I have gathered some relevant notes and citations here:
https://sudoroom.org/wiki/Notes_on_coops
This section is specifically relevant for the discussions around limiting
hierarchical power that we had at yesterday's meeting:
https://sudoroom.org/wiki/Notes_on_coops#Power_of_directors
My conclusion so far is that I haven't found anything that makes the
cooperative structure better suited for sudo room than e.g. a public
benefit corporation, if we're assuming that we will be operating as a
non-profit that does not intend to make a profit for its members. I may,
however, be missing something, and if I am, please let me know.
If we were to assume that we were interested in making a profit for our
members (technically "for our members as patrons") then the Cooperative
model starts to look much more interesting, but then we loose the ability
to become a 501(c)3 (and I assume we loose the ability to become a 501(c)10
as well).
--
Marc/Juul
On Oct 17, 2013, at 10:37 AM, Hol Gaskill
<hol(a)gaskill.com> wrote:
> For now, we're working out Articles of Incorporation. These are based
mostly on Noisebridge's Articles of Incorporation:
> "There isn't any. The official line is that we're an anarchist
collective but the reality is that it's more of a web of trust model, with
the usual elements of feudalism that crystallize out of any anarchic group.
There's a board that appoints officers who technically have executive
authority with regards to the space, but the reality is that if any of them
actually exercised power they'd get thrown out. For certain things, like
insurance, taxes, and our nonprofit filings, they have duties but those are
invisible to the day-to-day operations."
> So, the important thing to remember is that these Articles of Incorporation
allow the members to throw out any director who abuses their
power. We will then go on to define how our day to day space is run outside
of the articles of incorporation (e.g. in our bylaws).
> The power of a majority of the members to remove directors is defined in
7.6.c.2:
https://sudoroom.org/wiki/Articles_of_Incorporation#c._Removal_of_Directors
> If we want to tweak the Noisebridge articles of incorporation at all, I
believe that the following are most in need of editing:
> * Article 6.1 - A member is proposed for membership by one existing member.
Do we want to change this to two?
> 1. The California Corporations code specifically says that the board may
levy dues, but says nothing about levy'ing anything in place of
dues:
http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=05001-…
2. I'm worried that we may count as an employer if we give out membership in
return for work, which may subject us to a whole set of other
laws. However, I am not a lawyer.
> --
> Marc/Juul
>
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I was at sudo last wednesday through meeting time
hoping to discuss this
issue and get caught up, and we only had 4 people so we
didn't really feel
there was consensus to make broad strokes. I'll be honest - it had been a
while and I was really looking forward to chewing on some of this language.
Taking the articles to sacramento with a week's notice to all n-7 sudoers
after so much time going back and forth does not seem proper. Is there a
specific deadline that coincides with a week from now? I will absolutely
take a look at the revised articles this week and submit proposed revisions
for discussion and I encourage everyone who cares about small but
significant details to do the same. I don't agree with the approach taken
on timing here, but I am more interested in registering sudo room's legal
status as a nonprofit than making procedural objections so I join the
voices calling for revisions this week if ever. I also volunteer to be on
the board in some role that involves spreadsheets or whatever nuts and
bolts tasks need a person of contact with minimal public component.
hol
Oct 16, 2013 06:22:45 PM, juul(a)labitat.dk wrote:
Hi everysudoer
>
> For those of you who don't already know, sudo room is aiming to
incorporate as a california non-profit, with the long-term goal of reaching
501(c)3 status.
> In reading this, it may surprise people to see all of this talk of a
board of
directors and hierarchical structures. Most, if not all of this is
required by law ( this law:
http://www.leginfo.ca.gov/cgi-bin/calawquery?codesection=corp ) and we
can safely ignore it in the day to day running of our hackerspace. Instead
of trying to explain, I will quote Mitch Altman responding to the question
"What is the management structure [of Noisebridge] like?":
>
> * Article 3 - This is about our purpose and values. We can and should
more
or less freely change 3.1 and 3.2, but 3.3 should remain unchanged.
>
> * The Articles talk about how the board can fix fees for the members
to pay,
but we are almost certainly interested in letting members pay for
their membership with work, by putting in time instead of money. I don't
think we can put this into our articles of incorporation for two reasons:
"5351. A corporation may levy dues, assessments or fees upon its
members pursuant to its articles or bylaws, but a member upon
learning of them may avoid liability for them by promptly resigning
from membership, except where the member is, by contract or
otherwise, liable for them. Article or bylaw provisions authorizing
such dues, assessments or fees do not, of themselves, create such
liability."
> >
> Keep it mind that "membership" for the purposes of the articles of
incorporation only refers to the right to vote on things related to the
board and articles of incorporation. So we could fix this by simply
defining additional membership in our bylaws that define the more important
things, such as being part of decision-making at our weekly meetings and
24/7 access to the space, and defining a membership fee in the bylaws that
can be substituted by putting in work. We then simply have the directors
set an official membership fee of 0. The only weirdness with this solution:
It would be easier to become a member in the eyes of the articles of
incorporation (requiring only trust of another member) than it would be to
become a member in the eyes of the bylaws.