Difference between revisions of "Bylaws"

Jump to navigation Jump to search
2,207 bytes added ,  19:23, 3 November 2014
updates reference to noisbridge's bylaws ('articles of incorporation' > 'Bylaws')
m (Juul moved page Bylaws in progress to Articles of Incorporation: these are not the bylaws you are looking for...)
(updates reference to noisbridge's bylaws ('articles of incorporation' > 'Bylaws'))
 
(9 intermediate revisions by 4 users not shown)
Line 1: Line 1:
This has been copied mostly from noisebridge's articles of incorporation, in part from sudo room articles of association and in part from counter culture lab's articles of incorporation. The California Code for corporations (referred to throughout this document) is available [http://www.leginfo.ca.gov/cgi-bin/calawquery?codesection=corp here].
This has been copied mostly from noisebridge's bylaws, in part from sudo room articles of association and in part from counter culture lab's articles of incorporation. The California Code for corporations (referred to throughout this document) is available [http://www.leginfo.ca.gov/cgi-bin/calawquery?codesection=corp here].


BYLAWS OF SUDO ROOM
BYLAWS OF SUDO ROOM


A California Nonprofit Public Benefit Corporation
A California Nonprofit Public Benefit Corporation
= Inspiration =
*[https://www.noisebridge.net/images/4/4a/Noisebridge_bylaws_020090206.pdf Noisebridge's Bylaws]
*[https://docs.google.com/document/d/1JgmxLhml0mWdItLkjkTr8VP0tGhPfxWbSIfmblSYVCo/edit#heading=h.wxoqd3ooeghl Counter Culture Lab's articles of incorporation]
*[[Articles_of_Association|sudo room's articles of association]]
= Things we may want to change =
== Throughout ==
=== 501(c) References ===
In order to provide maximum flexibility in federal tax structure, should change references to 501(c)(3) below. Certainly these articles are to be formed ASAP in order to avoid hindering progress in collaboration with other entities like Counter Culture Labs and The Public School. However, it is not an immediate requirement to resolve federal tax status to do that (though it should be done soon). So, with a few minor adjustments, it is possible to ensure we may potentially incorporate as a 501(c)(4), 501(c)(8), 501(c)(10), or other. There are a few ways to do this.
Options:
* One approach is to list all applicable options
** Example: http://caminowoodsii.org/documents/articles.html
* Another is to ensure references to 501(c)(3) are augmented to be relevant to 501(c) statuses in general.
** Seems like this is possible since the language used for our particular purposes are general enough to fit within all of the relevant statuses anyhow, so I think we run little risk.
* Eliminate specific references to 501(c) statues entirely, but keep the appropriate components that would be applicable in particular.
** Counter Culture Labs has largely done this with only two actual references to 501(c)(3).
== 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?
== Article 12 ==
Insurance. This sections says that "This corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance to the full extent permitted by law". Maybe we want to drop the "and shall use its best efforts" part?


=Article 1. Name=
=Article 1. Name=
Line 9: Line 44:


=Article 2. Principal Office of the Corporation=
=Article 2. Principal Office of the Corporation=
The principal office for the transaction of the activities and affairs of this corporation is located at 2141 Broadway Street, Oakland, California. The board of directors may change the location of the principal office. Any such change of location must be noted by the secretary on these bylaws opposite this Section; alternatively, this Section maybe amended to state the new location.
The principal office for the transaction of the activities and affairs of this corporation is located at 2141 Broadway, Oakland, California. The board of directors may change the location of the principal office. Any such change of location must be noted by the secretary on these bylaws opposite this Section; alternatively, this Section maybe amended to state the new location.
<pre>
<pre>
Address:                Date:
Address:                Date:
Line 21: Line 56:


==3.1. Purpose==
==3.1. Purpose==
The purpose of this corporation is to promote and encourage technical, scientific, and artistic skills through individual projects, social collaboration, and education. Also 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, including but not limited to:
The purpose of this corporation is to promote and encourage scientific, technical, engineering and artistic skills through individual projects, social collaboration, and education. Also in the context of these purposes, the corporation shall engage in scientific, charitable and educational activities within the meaning of Section 501(c) of the Internal Revenue Code, including but not limited to:
:(a). Through talks, classes, workshops, collaborative projects, and other activities, to encourage research, knowledge exchange, learning, and mentoring in a safe, clean space.
:(a). Through talks, classes, workshops, collaborative projects, and other activities, to encourage research, knowledge exchange, learning, and mentoring in a safe, clean space.
:(b). Provide educational spaces for teaching practical skills and theory of technology, science, and art.
:(b). Provide educational spaces for teaching practical skills and theory of science, technology, engineering, and art.
:(c). Provide work space, storage, and other resources for projects related to art, science, and technology that will benefit the individual members' personal growth in their fields of interest, encouraging the individual members to share their projects and knowledge for the betterment of society through art, science and technology.
:(c). Provide work space, storage, and other resources for projects related to engineering, art, science, and technology that will benefit the individual members' personal growth in their fields of interest, encouraging the individual members to share their projects and knowledge for the betterment of society through art, engineering, science and technology.
:(d). To create, learn, and teach, individually and as a group, inviting members of the community in the Oakland area and the world.
:(d). To create, learn, and teach, individually and as a group, inviting members of the community in the Oakland area and the world.
:(e). To develop, support the development of, and provide resources for the development of free and open source software and hardware for the benefit of society.
:(e). To develop, support the development of, and provide resources for the development of free and open source software and hardware for the benefit of society.
Line 44: Line 79:


==3.3. Limitation on Activities==
==3.3. Limitation on Activities==
The activities of the Corporation shall be performed in service to and with guidance of the community of participants. Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code.
The activities of the Corporation shall be performed in service to and with guidance of the community of participants. Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c) of the Code.
 


=Article 4. Construction and Definitions=
=Article 4. Construction and Definitions=
Line 51: Line 85:


=Article 5. Dedication of Assets=
=Article 5. Dedication of Assets=
This corporation's assets are irrevocably dedicated to public benefit purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code section 501 (c)(3).
This corporation's assets are irrevocably dedicated to public benefit purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code section 501(c).


=Article 6. Corporation With Members=
=Article 6. Corporation With Members=
Line 397: Line 431:
:::(2) any holder of more than 10 percent of the voting power of the corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.
:::(2) any holder of more than 10 percent of the voting power of the corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.
:(b) Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation under Article 11 of these bylaws, unless that indemnification has already been approved by the members under Corporations Code section 5238(e)(2).
:(b) Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation under Article 11 of these bylaws, unless that indemnification has already been approved by the members under Corporations Code section 5238(e)(2).
[[Category:SudoRoom Organization]]

Navigation menu