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#&togetherjs=Rm8anDLwFb

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!)

==Official 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.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=05001-06000&file=5210-5215

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_Corporation_How-To_Guide_.pdf

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]