16 Oct
2013
16 Oct
'13
6:22 p.m.
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.
For now, we're working out Articles of Incorporation. These are based
mostly on Noisebridge's Articles of Incorporation:
https://sudoroom.org/wiki/Articles_of_Incorporation
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?":
"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 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.
* Article 6.1 - A member is proposed for membership by one existing
member. Do we want to change this to two?
* 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:
1. The California Corporations code specifically says that the board
may levy dues, but says nothing about levy'ing anything in place of dues:
"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."
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.
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.
--
Marc/Juul
16 Oct
16 Oct
9:27 p.m.
One thing that came up at the meeting was the 4 minimal things that define what a board
action is: Meetings; Notice; Quorum; & Voting.
I think the notice part may be something we need to pay attention to given the
unconventional way in which we've progressed.
In regards to notice - I was not aware that we were going to discuss line by line parts of
the proposed below with concerns not addressed by the proposal would only be entertained
if it was attached to a full alternative proposal.
Since the email was sent out at 6:30 and I only got a chance to look at them when I got to
the meeting and sat down and we began going through them.
While we have discussed these issues generally, I must admit that I was not prepared for
specific edits and suggestions to the text. If I had known that getting consensus on these
was taking place, I would have.
I think meaningful notice should be more than 1 hour.
Especially since (see quorum above) we had about 6-8 people - all guys except one woman
for a part of the time; mostly under the General Caucasian ethnicity designation - I would
say that this was not representative of Sudo Room generally.
I'd also be interested in some explanation of how the Board is chosen beyond the
whoever shows up model that was suggested. Appointing one person to decide the rest of the
Board also seemed inconsistent to me with core Sudo Room values.
And in regards to the argument that we can write whatever on the articles of incorporation
and just ignore them - I have serious reservations about that approach. When the shit hits
the fan in terms of financial and tort (injury) liability - I doubt a court is going to be
as generous in disregarding the only legal document related to that organization
officially recognized by the State.
sent from eddan.com
On Oct 16, 2013, at 6:22 PM, Marc Juul
<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.
For now, we're working out Articles of Incorporation. These are based mostly on
Noisebridge's Articles of Incorporation:
https://sudoroom.org/wiki/Articles_of_Incorporation
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?":
"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 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.
* Article 6.1 - A member is proposed for membership by one existing member. Do we want
to change this to two?
* 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:
1. The California Corporations code specifically says that the board may levy dues,
but says nothing about levy'ing anything in place of dues:
"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."
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.
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.
--
Marc/Juul
_______________________________________________
sudo-discuss mailing list
sudo-discuss(a)lists.sudoroom.org
http://lists.sudoroom.org/listinfo/sudo-discuss
10:04 p.m.
On Wed, Oct 16, 2013 at 9:27 PM, Eddan Katz <eddan(a)clear.net> wrote:
One thing that came up at the meeting was the 4
minimal things that define
what a board action is: Meetings; Notice; Quorum; & Voting.
I think the notice part may be something we need to pay attention to given
the unconventional way in which we've progressed.
In regards to notice - I was not aware that we were going to discuss line
by line parts of the proposed below with concerns not addressed by the
proposal would only be entertained if it was attached to a full alternative
proposal.
Since the email was sent out at 6:30 and I only got a chance to look at
them when I got to the meeting and sat down and we began going through them.
While we have discussed these issues generally, I must admit that I was
not prepared for specific edits and suggestions to the text. If I had known
that getting consensus on these was taking place, I would have.
I think meaningful notice should be more than 1 hour.
This has been brought up at both the 25th of September sudo room meeting
and the 2nd of October sudo room meeting. In addition, these articles were
brought up and discussed on the mailing list. You participated in this
discussion:
http://lists.sudoroom.org/pipermail/sudo-discuss/2013-October/003910.html
The only thing that happened with little warning was that I highlighted
specific areas of interest that we might want to focus on in our
discussion. Not specific edits.
Especially since (see quorum above) we had about 6-8
people - all guys
except one woman for a part of the time; mostly under the General Caucasian
ethnicity designation - I would say that this was not representative of
Sudo Room generally.
Regrettable, but this is not unusual for a sudo room meeting and we need to
make decisions somehow. I would also note that you retired to your office
before the meeting was done, apparently to write this email, which did not
help the situation.
I'd also be interested in some explanation of how
the Board is chosen
beyond the whoever shows up model that was suggested. Appointing one person
to decide the rest of the Board also seemed inconsistent to me with core
Sudo Room values.
I propose the following process:
1. People who are interested in being on the board of directors declare
their interest and which responsibilities they'd be willing/interested in
taking.
2. If there are more than 11 people interested, then we ask who is
willing to withdraw their statement of interest. Counter culture labs
required people to declare their interest using a Board 0 Statement. I
propose we do the same. Here is an example:
https://groups.google.com/forum/#!topic/counterculturelabs/HH-MP_EmjnI
3. If there are still more than 11 people interested, then each member
votes yay or nay for each proposed board member and we keep the 11 people
with the most votes.
4. The sudo room members present at the meeting consense on the board of
directors.
And in regards to the argument that we can write
whatever on the articles
of incorporation and just ignore them - I have serious reservations about
that approach. When the shit hits the fan in terms of financial and tort
(injury) liability - I doubt a court is going to be as generous in
disregarding the only legal document related to that organization
officially recognized by the State.
This is how Noisebridge has done it. We have all had the last year to come
up with concrete proposals and we currently have only one such proposal on
the table. There has been a lot of talking of interesting legal/financial
structures, but no solid proposals have been brought to the table.
--
Marc
17 Oct
17 Oct
12:56 a.m.
I'm sorry that you thought it was unhelpful for me to leave. I was getting the sense
you thought it was unhelpful for me to stay. Given the parameters repeatedly defined in
the meeting, I could not raise the concerns I had without having an alternative proposal
sent out to point to. So I left early because I did not feel like it was useful for me to
be at the discussion not having reviewed the Articles. I thought it most useful to draft
other comparable possibilities for language that would help us all understand what
we're deciding to do. Which is what I'm doing now.
I'm sorry that I had not read the Articles thoroughly with hammering it out in our
weekly meeting in mind - I promise you I would have if I had known that this was what we
were going to discuss. Perhaps it was purposely distributed just before the meeting and
not before then so that those who did not send the email would have had less of a chance
to review it? I doubt this was the case - but that is why I thought it important to
highlight how important notice is in making people feel like there's a transparent
process with a level playing field.
On Oct 16, 2013, at 10:04 PM, Marc Juul <juul(a)labitat.dk> wrote:
On Wed, Oct 16, 2013 at 9:27 PM, Eddan Katz
<eddan(a)clear.net> wrote:
One thing that came up at the meeting was the 4 minimal things that define what a board
action is: Meetings; Notice; Quorum; & Voting.
I think the notice part may be something we need to pay attention to given the
unconventional way in which we've progressed.
In regards to notice - I was not aware that we were going to discuss line by line parts
of the proposed below with concerns not addressed by the proposal would only be
entertained if it was attached to a full alternative proposal.
Since the email was sent out at 6:30 and I only got a chance to look at them when I got
to the meeting and sat down and we began going through them.
While we have discussed these issues generally, I must admit that I was not prepared for
specific edits and suggestions to the text. If I had known that getting consensus on these
was taking place, I would have.
I think meaningful notice should be more than 1 hour.
This has been brought up at both the 25th of September sudo room meeting and the 2nd of
October sudo room meeting. In addition, these articles were brought up and discussed on
the mailing list. You participated in this discussion:
http://lists.sudoroom.org/pipermail/sudo-discuss/2013-October/003910.html
The only thing that happened with little warning was that I highlighted specific areas of
interest that we might want to focus on in our discussion. Not specific edits.
Especially since (see quorum above) we had about 6-8 people - all guys except one woman
for a part of the time; mostly under the General Caucasian ethnicity designation - I would
say that this was not representative of Sudo Room generally.
Regrettable, but this is not unusual for a sudo room meeting and we need to make
decisions somehow. I would also note that you retired to your office before the meeting
was done, apparently to write this email, which did not help the situation.
I'd also be interested in some explanation of how the Board is chosen beyond the
whoever shows up model that was suggested. Appointing one person to decide the rest of the
Board also seemed inconsistent to me with core Sudo Room values.
I propose the following process:
1. People who are interested in being on the board of directors declare their interest
and which responsibilities they'd be willing/interested in taking.
2. If there are more than 11 people interested, then we ask who is willing to withdraw
their statement of interest. Counter culture labs required people to declare their
interest using a Board 0 Statement. I propose we do the same. Here is an example:
https://groups.google.com/forum/#!topic/counterculturelabs/HH-MP_EmjnI
3. If there are still more than 11 people interested, then each member votes yay or nay
for each proposed board member and we keep the 11 people with the most votes.
4. The sudo room members present at the meeting consense on the board of directors.
And in regards to the argument that we can write whatever on the articles of
incorporation and just ignore them - I have serious reservations about that approach. When
the shit hits the fan in terms of financial and tort (injury) liability - I doubt a court
is going to be as generous in disregarding the only legal document related to that
organization officially recognized by the State.
This is how Noisebridge has done it. We have all had the last year to come up with
concrete proposals and we currently have only one such proposal on the table. There has
been a lot of talking of interesting legal/financial structures, but no solid proposals
have been brought to the table.
--
Marc
_______________________________________________
sudo-discuss mailing list
sudo-discuss(a)lists.sudoroom.org
http://lists.sudoroom.org/listinfo/sudo-discuss
10:37 a.m.
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.
For now, we're working out Articles of
Incorporation. These are based mostly on Noisebridge's Articles of Incorporation:
https://sudoroom.org/wiki/Articles_of_Incorporation
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?":
"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 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.
* Article 6.1 - A member is proposed for membership
by one existing member. Do we want to change this to two?
* 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:
1. The California Corporations code specifically
says that the board may levy dues, but says nothing about levy'ing anything in place
of dues:
"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."
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.
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.
--
Marc/Juul
_______________________________________________
sudo-discuss mailing list
sudo-discuss(a)lists.sudoroom.org
http://lists.sudoroom.org/listinfo/sudo-discuss
2:15 p.m.
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.
On Oct 17, 2013, at 10:37 AM, Hol Gaskill <hol(a)gaskill.com> wrote:
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.
For now, we're working out Articles of
Incorporation. These are based mostly on Noisebridge's Articles of Incorporation:
https://sudoroom.org/wiki/Articles_of_Incorporation
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?":
"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 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.
* Article 6.1 - A member is proposed for
membership by one existing member. Do we want to change this to two?
* 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:
1. The California Corporations code
specifically says that the board may levy dues, but says nothing about levy'ing
anything in place of dues:
"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."
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.
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.
--
Marc/Juul
_______________________________________________
sudo-discuss mailing list
sudo-discuss(a)lists.sudoroom.org
http://lists.sudoroom.org/listinfo/sudo-discuss
_______________________________________________
sudo-discuss mailing list
sudo-discuss(a)lists.sudoroom.org
http://lists.sudoroom.org/listinfo/sudo-discuss
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
>
_______________________________________________
> sudo-discuss mailing list
> sudo-discuss(a)lists.sudoroom.org
> http://lists.sudoroom.org/listinfo/sudo-discuss
_______________________________________________
sudo-discuss mailing list
sudo-discuss(a)lists.sudoroom.org
http://lists.sudoroom.org/listinfo/sudo-discuss
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.
4:47 p.m.
my inclination would be to stick to nonprofit designation and clear the path for 501c3.
so far we have been basically living month to month, so not really sure there is value in
trying to define equity and member shares at the moment. i look forward to many
sudo-affiliated cooperative organizations in the future though.
Oct 17, 2013 04:22:27 PM, juul(a)labitat.dk wrote:
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:
> 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.
>
>> For now, we're working out Articles of Incorporation. These are based
mostly on Noisebridge's Articles of Incorporation:
>
>> https://sudoroom.org/wiki/Articles_of_Incorporation
>
>> 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?":
>
>> "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 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.
>
>> * Article 6.1 - A member is proposed for membership by one existing
member. Do we want to change this to two?
>
>> * 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:
>
>> 1. The California Corporations code specifically says that the board
may levy dues, but says nothing about levy'ing anything in place of dues:
>
>> "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."
>>
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.
>
>> 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.
>
>
>> --
>> Marc/Juul
>
>
>> _______________________________________________
>> sudo-discuss mailing list
>> sudo-discuss(a)lists.sudoroom.org
>>
http://lists.sudoroom.org/listinfo/sudo-discuss
>
> _______________________________________________
> sudo-discuss mailing list
> sudo-discuss(a)lists.sudoroom.org
>
http://lists.sudoroom.org/listinfo/sudo-discuss
3:44 p.m.
New subject: Articles of Incorporation - Comments through section 6
Hi Folks,
I have a few (only had a chance to get through section 6 so far) edits I think would be in
the best interest of sudo room. Some of these are proposed edits, some are just
comments/questions.
EDIT Section 3.1 - Add "engineering" each time we say art, science, engineering,
and technology. Any objections to that? Seems fair for a do-ocracy that values applied
knowledge.
Section 6.3 - the term "members of any class" is used but we have one class per
section 6.1. propose change this to simply "members" if anyone cares
Section 6.4 - add language that allows for waiving dues in exchange for volunteer hours?
we've talked about it, and we currently have a sliding scale, so can we just add it
into our membership requirements? Has this already been beaten to death at meetings?
Section 6.8 b, c, d - should be (i'll do it of course, if no one knows offhand)
checked against our current standards for termination or suspension of membership i.e.
conflict resolution procedures. the language states that "the board, the committee,
or a person" can terminate membership. it needs to say that only "the
committee" can do so, or only the membership meeting.
Section 6.11 a - FYI to people wanting to bring items to a vote at meetings, 10 to 90
days written notice of a meeting where members have the chance to vote are required under
this section.
Looks great, just wanted to put these out there - I don't think I've proposed
anything controversial other than formalizing work trades as a valid way for a member to
waive dues in part or in whole.
The only thing I feel strongly about other than being consistent in our terminology is to
add "engineering" to the statement of purpose next to art, science, and
technology.
Cheers,
Hol
Oct 17, 2013 02:15:08 PM, 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.
On Oct 17, 2013, at 10:37 AM, Hol Gaskill hol(a)gaskill.com> wrote:
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.
For now, we're working out Articles of
Incorporation. These are based mostly on Noisebridge's Articles of Incorporation:
https://sudoroom.org/wiki/Articles_of_Incorporation
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?":
"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 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.
* Article 6.1 - A member is proposed for
membership by one existing member. Do we want to change this to two?
* 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:
1. The California Corporations code
specifically says that the board may levy dues, but says nothing about levy'ing
anything in place of dues:
"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."
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.
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.
--
Marc/Juul
_______________________________________________
sudo-discuss mailing list
sudo-discuss(a)lists.sudoroom.org
http://lists.sudoroom.org/listinfo/sudo-discuss
_______________________________________________
sudo-discuss mailing list
sudo-discuss(a)lists.sudoroom.org
http://lists.sudoroom.org/listinfo/sudo-discuss 
7:06 p.m.
Do keep in mind that the first piece of paper work that has to go to
Sacramento only needs very minimal information: pretty much just the name
of the organization, a statement of purpose, and a contact person.
After that piece of paper is in, I think you still have 90 days to file the
additional form with the bylaws and board of directors. So you might as
well get the ball rolling asap...
Patrik
On Thu, Oct 17, 2013 at 10:37 AM, Hol Gaskill <hol(a)gaskill.com> wrote:
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
>
https://sudoroom.org/wiki/Articles_of_Incorporation
> * 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."
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.
> 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.
>--
>Marc/Juul
>_______________________________________________
>sudo-discuss mailing list
>sudo-discuss(a)lists.sudoroom.org
>http://lists.sudoroom.org/listinfo/sudo-discuss
_______________________________________________
sudo-discuss mailing list
sudo-discuss(a)lists.sudoroom.org
http://lists.sudoroom.org/listinfo/sudo-discuss
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.
For now, we're working out Articles of
Incorporation. These are based
mostly on Noisebridge's Articles of
Incorporation:
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?":
"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:
9:57 p.m.
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.
Item 2 [Corporate Purpose]: The statement of the
corporate purpose is required and should not be altered. If you are using Form
ARTS–PB–501(c)(3):
Item 2a: Check the applicable box to indicate whether you are organizing for
"public" purposes, or "charitable" purposes. Check both boxes if you
are organizing for both "public" and "charitable" purposes.
Item 2b: If you are organizing for "public" purposes, you must list the
specific purpose of your corporation. Note: If intend to apply for tax exempt status in
California, you should list the specific purpose of your corporation if you are organizing
for "public" purposes, "charitable" purposes, or both
"public" and "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.
An "agent for service of process" is an
individual (director, officer or any other person, whether or not affiliated with the
corporation) who resides in California or another corporation designated to accept service
of process if the corporation is sued. Note: A corporation cannot act as its own agent for
service of process; only one agent can be listed; and the agent should agree to accept
service of process on behalf of the corporation prior to designation.
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.
5120(b). If initial directors are named in the
articles, each director named in the articles shall sign and acknowledge the articles; if
initial directors are not named in the articles, the articles shall be signed by one or
more persons who thereupon are the incorporators of the corporation.
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).
5121(a). In the case of an existing unincorporated
association, the association may change its status to that of a corporation upon a proper
authorization for such by the association in accordance with its rules and procedures.
5121(b). ... the articles in the case of an incorporation ... shall set forth that an
existing unincorporated association, stating its name, is being incorporated by the filing
of the articles.
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.
5121(c). The articles filed pursuant to this section
shall be accompanied by a verified statement of any two officers or governing board
members of the association stating that the incorporation of the association by means of
the articles to which the verified statement is attached has been approved by the
association in accordance with its rules and procedures.
> On Oct 17, 2013, at 7:06 PM, "Patrik
D'haeseleer" <patrikd(a)gmail.com> wrote:
>
>> Do keep in mind that the first piece of paper work that has to go to Sacramento
only needs very minimal information: pretty much just the name of the organization, a
statement of purpose, and a contact person.
>>
>> After that piece of paper is in, I think you still have 90 days to file the
additional form with the bylaws and board of directors. So you might as well get the ball
rolling asap...
>>
>> Patrik
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10 comments
5 participants
participants (5)
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Eddan Katz -
Eddan Katz -
Hol Gaskill -
Marc Juul -
Patrik D'haeseleer