[Mesh] Bylaws translated, last call to edit them!

[Jenny Ryan]

Hi all,

Sending these off tomorrow; this is a last call to look over our bylaws
before we send them in to acquire our bank account:
https://sudoroom.org/wiki/Mesh/Bylaws

Some key points:
* We must give written notice for any board meetings at least 10 days in
advance
* Board members may vote by proxy through electronic communications
* Any officer may resign at any time by providing written notice to the
Board.
* Board members shall be chosen annually, we confirm as of March 1. So new
Board members must be decided upon before 1 March 2015. Our current Board:

 MaxB, ChrisJ, Marc, Jenny, Matt, Jeremy, Luis, Jake, Lilia

Our directors are currently me (Jenny) as president, Marc (juul) as
secretary, and Matt as treasurer.

We also need to create an annual report, which is the bulk of the work of
Board members/directors. I didn't go over this part very closely, so let me
know if something looks overly complicated:

==15.1. Annual Report==

The board shall cause an annual report to be sent to the members and
directors within 120 days after the end of the corporation's fiscal year.
That report shall contain the following information, in appropriate detail:

:(a) The assets and liabilities, including the trust funds, of the
corporation as of the end of the fiscal year;
:(b) The principal changes in assets and liabilities, including trust funds;
:(c) The corporation's revenue or receipts, both unrestricted and
restricted to particular purposes;
:(d) The corporation's expenses or disbursements for both general and
restricted purposes;
:(e) Any information required by Section 14.1.c. of these bylaws; and
:(f) An independent accountants' report or, if none, the certificate of an
authorized officer of the corporation that such statements were prepared
without audit from the corporation's books and records.

This requirement of an annual report shall not apply if the corporation
receives less than $25,000 in gross receipts during the fiscal year,
provided, however, that the information specified above for inclusion in an
annual report must be furnished annually to all directors and to any member
who requests it in writing. If the board approves, the corporation may send
the report and any accompanying material sent pursuant to this section by
electronic transmission.

==15.2. Annual Statement of Certain Transactions and Indemnifications==

As part of the annual report to all members, or as a separate document if
no annual report is issued, the corporation shall, within 120 days after
the end of the corporation's fiscal year, annually prepare and mail,
deliver, or send by electronic transmission to each member and furnish to
each director a statement of any transaction or indemnification of the
following kind:

:(a) Any transaction
::(i) in which the corporation, or its parent or subsidiary, was a party,
::(ii) in which an "interested person" had a direct or indirect material
financial interest, and
::(iii) which involved more than $50,000 or was one of several transactions
with the same interested person involving, in the aggregate, more than
$50,000. For this purpose, an "interested person" is either
:::(1) any director or officer of the corporation, its parent or subsidiary
(but mere common directorship shall not be considered such an interest); or
:::(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).

Jenny
http://jennyryan.net
http://thepyre.org
http://thevirtualcampfire.org
http://technomadic.tumblr.com

`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`
 "Technology is the campfire around which we tell our stories."
-Laurie Anderson

"Storytelling reveals meaning without committing the error of defining it."
 -Hannah Arendt

"To define is to kill. To suggest is to create."
-Stéphane Mallarmé
~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`
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