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Difference between revisions of "The Omni/Incorporating"
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Collective of Collectives | On March 11, 2014, the "Collective of Collectives" had a working meeting to learn about incorporation, figure out the steps and paperwork required, and make some decisions about our legal structure. This page documents our work. | ||
== Articles of Incorporation == | == Articles of Incorporation == | ||
'' | ''Our first priority: submit a [http://www.sos.ca.gov/business/corp/pdf/articles/arts-pb.pdf ARTS-PB-501(c)(3)] form ("Articles of Incorporation of a Nonprofit Public Benefit Corporation") to the CA Secretary of State in Sacramento. Here's [https://drive.google.com/folderview?id=0B2kOHGFuynMmT3lORW9QNkZ3QW8&usp=sharing our filled out version] (based on [http://www.sos.ca.gov/business/be/filing-tips.htm these tips]).'' | ||
=== "Corporate Name" === | === "Corporate Name" === | ||
1. "The name of the corporation is:" Oakland Commons Collective | |||
'' | ''Names have some [http://www.sos.ca.gov/business/be/name-availability.htm restrictions]. You can [http://kepler.sos.ca.gov/ search existing names].'' | ||
==="Corporate Purpose"=== | |||
2a. "This corporation is a nonprofit Public Benefit Corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for": | 2a. "This corporation is a nonprofit Public Benefit Corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for": | ||
public purposes AND charitable purposes. | public purposes AND charitable purposes. | ||
2b. "The specific purpose of this corporation is to": | 2b. "The specific purpose of this corporation is to": Our specific purpose is to establish and maintain shared resources and physical space for community groups working towards the common good. | ||
Our specific purpose is to establish and maintain shared resources and physical space for community groups working towards the common good. | |||
NOTE: The field in the PDF form does not allow for writing this full statement above, so it will have to be edited in a real program like Acrobat or something that can allow it. For now, it just says: | ''NOTE: The field in the PDF form does not allow for writing this full statement above, so it will have to be edited in a real program like Acrobat or something that can allow it. For now, it just says: '' | ||
* "2b. The specific purpose of this corporation is to:" establish and maintain shared resources and space for community groups | |||
"2b. The specific purpose of this corporation is to:" establish and maintain shared resources and space for community groups | |||
====Open Questions==== | ====Open Questions==== | ||
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==="Service of Process"=== | ==="Service of Process"=== | ||
''"List a California resident or an active 1505 corporation in California that agrees to be your initial agent to accept service of process in case your corporation is sued. You may list any adult who lives in California. You may not list your own corporation as the agent. Do not list an address if the agent is a 1505 corporation as the address for service of process is already on file."'' | |||
3a. "Agent's name:" | 3a. "Agent's name:" Niki | ||
3b. "Agent's street address:" | 3b. "Agent's street address:" Niki's address | ||
=== "Corporate Addresses"=== | === "Corporate Addresses"=== | ||
4a. "Agent's Street Address (if agent is not a corporation) - Do not list a P.O. Box": | 4a. "Agent's Street Address (if agent is not a corporation) - Do not list a P.O. Box": | ||
2145 Broadway Ave, Oakland CA 94612 | 2145 Broadway Ave, Oakland CA 94612. ''(NOTE: The PDF field for filling out a form here is too short to list the ZIP code)'' | ||
(NOTE: The PDF field for filling out a form here is too short to list the ZIP code) | |||
4b. "Initial Mailing Address of Corporation, if different from 4a" | 4b. "Initial Mailing Address of Corporation, if different from 4a" | ||
==="Additional Statements"=== | ==="Additional Statements"=== | ||
''"(The following statements are required to obtain tax exemption from the Internal Revenue Service or the California Franchise Tax Board under Internal Revenue Code section 501(c)(3). Note: Corporations seeking other types of tax exemptions should not use this form.)"'' | |||
5a. This corporation is organized and operated exclusively for the purposes set forth in Article 2a hereof within the meaning of Internal Revenue Code section 501(c)(3). | 5a. This corporation is organized and operated exclusively for the purposes set forth in Article 2a hereof within the meaning of Internal Revenue Code section 501(c)(3). | ||
5b. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting | 5b. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. | ||
to influence legislation, and this corporation shall not participate or intervene in any political campaign (including the | |||
publishing or distribution of statements) on behalf of any candidate for public office. | |||
5c. The property of this corporation is irrevocably dedicated to the purposes in Article 2a hereof and no part of the net | 5c. The property of this corporation is irrevocably dedicated to the purposes in Article 2a hereof and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. | ||
income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the | |||
benefit of any private person. | |||
5d. Upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of | 5d. Upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable, educational and/or religious purposes and which has established its tax-exempt status under Internal Revenue Code section 501(c)(3)." | ||
all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable, educational and/or religious purposes and which has established its tax-exempt status under Internal Revenue Code section 501(c)(3)." | |||
"This form must be signed by each incorporator. If you need more space, attach extra pages that are 1-sided and on standard letter-sized paper (8 1/2" x 11"). All attachments are made part of these articles of incorporation." | ''"This form must be signed by each incorporator. If you need more space, attach extra pages that are 1-sided and on standard letter-sized paper (8 1/2" x 11"). All attachments are made part of these articles of incorporation."'' | ||
==="Incorporator"=== | ==="Incorporator"=== | ||
''"Sign here Print your name here"'' | |||
''"Make check/money order payable to: Secretary of State."'' | |||
" | ''"Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the copy upon request and payment of a $5 certification fee."'' | ||
Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the copy upon request and payment of a $5 certification fee." | |||
By Mail<br /> | By Mail<br /> | ||
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== Bylaws == | == Bylaws == | ||
''Based on this [http://www.publiccounsel.org/tools/publications/files/Annotated_Bylaws.pdf Annotated Non-Profit Bylaws example]'' | |||
===Bylaws Draft=== | ===Bylaws Draft=== | ||
(a) The purpose or mission of the nonprofit; | (a) The purpose or mission of the nonprofit; | ||
''Our specific purpose is to establish and maintain shared resources and physical space for community groups working towards the common good.'' | |||
(b) How directors are elected or otherwise selected (e.g., by majority vote of directors at the annual board meeting); | (b) How directors are elected or otherwise selected (e.g., by majority vote of directors at the annual board meeting); | ||
''The groups presently recognized as our collaborators will be asked to select a delegate, according to the decision-making processes of each group. These delegates will form the executive board, which will be entrusted with making binding decisions on behalf of the groups they represent.'' | |||
(c) How the board may take an action (e.g., by majority vote of directors); | (c) How the board may take an action (e.g., by majority vote of directors); | ||
''Any delegate may bring a formal, written proposal to the executive group in order to vote on it. Decisionmaking by this executive board will be by consensus.'' | |||
(d) How board meetings are called and noticed (e.g., six times per year with 14 days advance notice by email); | (d) How board meetings are called and noticed (e.g., six times per year with 14 days advance notice by email); | ||
''The executive board will meet weekly, according to a schedule it decides on. Once a month the executive meeting will coincide with a general meeting open to all members of all groups which are part of the Oakland Commons Collective; i.e. a general meeting, which will be primarily devoted to open discussion and community conversation. The purpose of this meeting is to continuously ensure that the executive board reflects the will of the larger collectivity, and that the project as a whole stays true to its radical core.'' | |||
(e) How board meetings are conducted (e.g., the chair of the board presides); | (e) How board meetings are conducted (e.g., the chair of the board presides); | ||
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== Tax Exemption Form == | == Tax Exemption Form == | ||
''CA Exemption Application Booklet Form FTB 3500 : to CA Franchise Tax Board by tax time. Requires: Articles of Incorporation (above), and Bylaws - possibly (not sure?) also Articles of Association, Board of Directors'' | |||
Info from the CA FTB re: getting tax exempt status from them: | Info from the CA FTB re: getting tax exempt status from them: | ||
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== See Also == | == See Also == | ||
[https://sudoroom.org/wiki/Articles_of_Incorporation Sudo Room's] articles, for reference | * [https://sudoroom.org/wiki/Articles_of_Incorporation Sudo Room's] articles, for reference | ||
* http://calnonprofits.org/resources/starting-nonprofit/15-launch-articles/65-first-steps-articl | |||
* https://www.nolo.com/legal-encyclopedia/forming-nonprofit-corporation-california-36053.html | |||
* http://www.dmlp.org/legal-guide/california/forming-nonprofit-corporation-california | |||