[sudo-discuss] Sudo Room Board Meeting Notes

*Sudo Room Board Meeting Summary* Please see https://sudoroom.org/wiki/Board for succinct summation :-) Attendees (8/13): Marc, Jenny, Matt, Hol, Julio, Romy, Max, Vicky Please do any independent Research for the a Non Profit California Benefit Corporation beforehand to inform us. If folks want to update our wiki page collaboratively - https://sudoroom.org/mediawiki/index.php?title=Board&action=edit#&t… We are: - a "Non-profit public benefit corporation" under the state of California, organized for public and charitable purposes - California corporations code 5110 (5300?) - Incorporation Process followed to get us here "Nonprofit Public Benefit Corporation" http://www.sos.ca.gov/business/be/filing-tips-corp.htm#artsnp - The specific purpose of this corporation is to promote and encourage scientific, technical, engineering and artistic skills through individual projects, social collaboration, and education. In the context of these purposes, the corporation shall engage in scientific, charitable and educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code. - but we are not Federally 501(c)(3) yet. 1. What are our responsibilities? - Legally. What do we have to report? - How are we going to ensure those reports? - Pay taxes, or the treasurer is liable 2. How often should the board meet? - 0 or more times per year? - Announce only once a year? - During regular weekly sudo meetings? [enthusiasm for this one] - over email? What are Articles of Incorporation? - Proposed Articles of Incorporation (Marc copy pasted from NB's made some edits with Matt): https://sudoroom.org/wiki/Bylaws Marc's proposal is to break out the Articles to be the minimum of board responsibilities and have a more fluid bylaws define how we operate... to separate legal stuff from doing stuff. It's all on the wiki, and on meeting minutes Date of Incorporation: Nov 5 (auspicious!) *=**=**O**ffi**cial requirements for board of directors**=**=* *File a Statement of Information once every two years - $25 Form: Form SI-100 (Statement of Information) *Due Date: Biennially before the end of the calendar month during which the original Articles of Incorporation were filed, but no sooner than the immediately preceding 5 calendar months.* Information: (916) 657-5448 Web Site: www.ss.ca.gov - https://businessfilings.sos.ca.gov/ - more info: http://www.hurwitassociates.com/l_s_annual_ca.php *Renewal Registration California Attorney General Form: Form RRF-1 *Due Date: 4 ½ months after end of fiscal year* Information: (916) 445-2021 Web Site: ag.ca.gov/charities Filing Fee: $0-$300 (depending on revenues) Note: If gross receipts or total assets over $25,000, include IRS Form 990, 990-EZ or 990-PF. Charitable corporations organized and operated primarily as hospitals, educational institutions, or religious organizations are exempt from filing. *File annually with the IRS Form: Annual Return Form 990 *Due Date: 4 ½ months after end of fiscal year* Internal Revenue Service Information: (800) 829-1040 Forms: (800) 829-3676 Web Site: www.irs.gov/charities Filing Fee: $0 Public Charities: Please note that, along with the new Form 990, the IRS has instituted a "phase-in" period to allow organizations time to adjust to the new form. For a detailed "phase-in" chart, please refer to the IRS website to determine which form to file (Form 990, Form 990-EZ or Form 990-N). Private Foundations: Submit Form 990PF, regardless of revenues. *File with the California Franchise Tax Board Note: For a general discussion of the California Franchise Tax Board's requirements for exempt organizations, please refer to their Exempt Organizations publication. a. Form: Form 199 or 199N (California e-Postcard) *Due Date: 4 ½ months after end of fiscal year* Phone: (916) 845-4171 Web Site: www.ftb.ca.gov Filing Fee: $0-25 (Form 199 Only, form 199N is free) Notes: Some organizations may be exempt from this filing depending on the type of organization. Refer to the Franchise Tax Board's website for details. b. Form: Form 109 (Exempt Organization Business Income Tax Return) *Due Date: 4 ½ months after end of fiscal year* Phone: (916) 845-4171 Web Site: www.ftb.ca.gov Filing Fee: $0 Note: This filing is required *only* if the organiztion derived more than $1,000 in gross unrelated business income. http://www.<http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&a… leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=05001-06000&f… have to notify all members of meetings quorum is majority can make actions with out meeting if over email - An action required or permitted to be taken by the board may - be taken without a meeting if all directors individually or - collectively consent in writing to that action and if, subject to - subdivis =May need to update these= yearly benefit statement http://www.benefitcorp.net/storage/documents/_California_Benefit_Corporatio… - yearly california requirements http://www.sos.ca.gov/business/be/faqs.htm#annual *==Action Items==* **DUE: Wed, Dec. 11 at next sudo meeting:* *Add to our proposed bylaws / Articles of Incorporation: https://sudoroom.org/wiki/Bylaws [Everyone] *Do we need a business license? (Hol) *Send paperwork (incorporation docs and EIN) to board members [Marc] *Set up google calendar (or other) reminders for when we have to file. [who wrote this? Romy? Max? Matt? Whoever wrote it just signed theirself up] *Julio+Vicky: create FAQ doc for posterity - Does a board member have legal duty to fundraise? Not unless it's written in the articles of incorporation. *Make sure online checkin happens if people can't make the Wed Dec 11th meeting [Jenny]