[sudo-discuss] Incorporation

[Yardena Cohen]

This was meant to get sent out after Wednesday's meeting. Sorry it took so long.

In short, we are coming close to filing Sudoroom as a California
corporation. We want to do this as consensually and horizontally as
possible, but also soon. As in, the next few weeks. Let this e-mail
thread be your official opportunity to lobby objections, concerns and
desires. Here is some background for clarity, and some homework.

PROFIT vs NON-PROFIT: this is the distinction that gets talked about
most often, but actually seems to be the most remote/non-issue
question right now. 501 (c3, c5, c*) is a chapter of the Federal IRC,
meaning it ONLY relates to Federal income taxes. You ask the IRS to
recognize you, and they take a few years to start letting you keep
your money. But we're NOT AT THIS STAGE YET because legally we DON'T
even EXIST YET.

INCORPORATION: this is how you exist. It is not a federal process -
you ask your U.S. State to recognize you. Each state does it a little
differently. Generally the old traditional type of corporation is a
C-Corp, and newer types are LLC and B-Corp. This is something we all
need to learn more about! We need to decide the pros and cons of each
type. That is our homework assignment #1.

WRITING OUR ARTICLES: when we file papers we will have to submit
Articles/Bylaws. This will be a legal document describing who we are
and what the terms and rules of our incorporation are. It is
OPEN-ENDED meaning very hackable but also intimidating. It's been
proposed that we use Noisebridge's articles as a starting point and
edit them to our liking to make them most Sudo-appropriate. It's on
our wiki now: https://sudoroom.org/wiki/Bylaws_in_progress  Reading,
understanding, and hacking at this document is homework assignment #2!

MEMBERSHIP: observant readers will note incorporation implies there
are "owners." We have to figure out once and for all how to decide
membership. This is it, folks. Time for us all to step up and ask "who
the fuck are we?"

So, in summary, the next steps are:

   1) Decide on LLC vs C vs B Corp
   2) Write articles/bylaws to file with
   3) who the fuck are we?