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The Omni/Incorporating

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.

Contents

Articles of Incorporation

Our first priority: submit a 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 our filled out version (based on these tips).

"Corporate Name"

1. "The name of the corporation is:" Oakland Commons Collective

Names have some restrictions. You can 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": public purposes AND charitable purposes.

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.

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

Open Questions

  • explicit statement about money going towards nothing else?
  • does "community group" mean something particular in legalese?

"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:" Niki

3b. "Agent's street address:" Niki's address

"Corporate Addresses"

4a. "Agent's Street Address (if agent is not a corporation) - Do not list a P.O. Box": 2145 Broadway Ave, Oakland CA 94612. (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"

"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).

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.

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.

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)."

"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"

"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."

By Mail
Secretary of State Business Entities,
P.O. Box 944260
Sacramento, CA 94244-2600

Drop-Off
Secretary of State 1500
11th Street, 3rd Floor
Sacramento, CA 95814

Bylaws

Based on this Annotated Non-Profit Bylaws example

Bylaws Draft

(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); 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); 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); 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);

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(f) The officers of the corporation (a president or chair of the board, secretary, and treasurer or chief financial officer are required by California law);

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(g) The duties and responsibilities of each officer;

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(h) The authorization of board and non-board committees (e.g., committees tasked to act with the authority of the board versus committees that can only make recommendations);

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(i) The level of indemnification provided by the corporation to protect its directors, officers and other agents; and

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(j) The reports due to directors (e.g., financial reports).

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: https://www.ftb.ca.gov/businesses/Exempt_organizations/Applying_for_tax-exemption.shtml#Create_docs

this is for federal IRS stuff

Other forms to file

  1. EIN (Federal Employer Indentification Number)
  2. Initial registration form (Form CT-1) (annual form for non-profits)
  3. Statement of Information (Form SI-100) (within 90 days of incorporation)
  4. Form 1023 application for exempt status (application for federal tax exemption)
  5. Form 3500A along with a copy of the IRS determination letter (California tax exemption, after receiving federal tax exemption)

See Also