Re: [sudo-discuss] Articles of Incorporation

Thanks, Patrik. It does make a lot of sense to send out the initial form as soon as possible. The additional statement within 90 days is most relevant to tax exemption status. It would be really helpful if there were minimum 2-3 people willing to volunteer to be a part of this process and specifically be named. I have tried to present the legalese with only the information we need to immediately proceed. I have also tried to make sure I have not left anything essential out because an error in the formalities can invalidate the whole incorporation effort. There are two main things it seems to me we need to decide - (1) what to write in the formalities part; and (2) who's willing to volunteer to be named. If the nitty gritty of this stuff makes your eyes glaze over, viewer discretion is advised for the more detailed explanation below. Formalities The Secretary of State's website has a useful page with Filing Tips. Here's the link to the part specifically about domestic nonprofit corporations: http://www.sos.ca.gov/business/be/filing-tips-corp.htm#artsnp. The minimum formality requirements for the information that must be included are: Corporate Name Corporate Purpose Service of Process Corporate Addresses Additional Statements 1 & 4 are very straightforward. Corporate name can include having to verify the availability of the name and reserving the name, but I don't think this would necessarily be relevant for Sudo Room. If someone is interested in taking the lead on this step anyhow - the forms and instructions are at http://www.sos.ca.gov/business/be/name-availability.htm. So it seems to me that only 2 & 3 should necessitate some consensus decision-making. Corporate Purpose. We do already have several examples of our mission statement/purpose/basic description - on the public website, wiki, and Articles of Association (by-laws). In modifying those texts for this purpose, we do need to consider what aspects to emphasize, which is related to the tax exemption status. The filing tips page explains the relevance of "public" and/or "charitable" purposes. Agent for Service of Process. The other piece of information that will require some coordination - at minimum necessitate 1-2 volunteers to take on this role. The excerpted text below explains what this is about and why it is important. Board of Directors The CA Corporations Code Sections 5120-5122 lays out the step-by-step requirements for public benefit non-profits. (http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=05001-…) Most relevant at this point is to be aware that there are two forks in what the people named do functionally - either they are (1) incorporators in the case of a newly formed corporation; or (2) they are officers or members of the Board in the case of existing organizations. For our purposes of sending out the first part of the application right away, it seems worth emphasizing that these are not necessarily the people who will be listed as the Board of Directors in the Additional Statement (w/in 90 days). Incorporating an Unincorporated Association Section 5121 goes into even more detail if its an unincorporated association that is formalizing incorporation status (which is our circumstance, though I'm sure we can structure it differently if this poses a problem. How and why this is the case is in (a)-(b) below (trimmed text for relevance). In this case, the Secretary of State requires there to be a statement from current officers. We'll have to have volunteers for that instead or as well.