[sudo-discuss] Articles of Incorporation

[Hol Gaskill]

I was at sudo last wednesday through meeting time hoping to discuss this issue and get caught up, and we only had 4 people so we didn't really feel there was consensus to make broad strokes.  I'll be honest - it had been a while and I was really looking forward to chewing on some of this language.  Taking the articles to sacramento with a week's notice to all n-7 sudoers after so much time going back and forth does not seem proper.  Is there a specific deadline that coincides with a week from now?  I will absolutely take a look at the revised articles this week and submit proposed revisions for discussion and I encourage everyone who cares about small but significant details to do the same.  I don't agree with the approach taken on timing here, but I am more interested in registering sudo room's legal status as a nonprofit than making procedural objections so I join the voices calling for revisions this week if ever.  I also volunteer to be on the board in some role that involves spreadsheets or whatever nuts and bolts tasks need a person of contact with minimal public component.

hol


Oct 16, 2013 06:22:45 PM, juul at labitat.dk wrote:
Hi everysudoer
>
>For those of you who don't already know, sudo room is aiming to incorporate as a california non-profit, with the long-term goal of reaching 501(c)3 status. 
>

>For now, we're working out Articles of Incorporation. These are based mostly on Noisebridge's Articles of Incorporation:
>
>  https://sudoroom.org/wiki/Articles_of_Incorporation
>

>In reading this, it may surprise people to see all of this talk of a board of directors and hierarchical structures. Most, if not all of this is required by law ( this law: http://www.leginfo.ca.gov/cgi-bin/calawquery?codesection=corp ) and we can safely ignore it in the day to day running of our hackerspace. Instead of trying to explain, I will quote Mitch Altman responding to the question "What is the management structure [of Noisebridge] like?":
>

>"There isn't any. The official line is that we're an anarchist collective but the reality is that it's more of a web of trust model, with the usual elements of feudalism that crystallize out of any anarchic group. There's a board that appoints officers who technically have executive authority with regards to the space, but the reality is that if any of them actually exercised power they'd get thrown out. For certain things, like insurance, taxes, and our nonprofit filings, they have duties but those are invisible to the day-to-day operations."
>

>So, the important thing to remember is that these Articles of Incorporation allow the members to throw out any director who abuses their power. We will then go on to define how our day to day space is run outside of the articles of incorporation (e.g. in our bylaws). 
>

>The power of a majority of the members to remove directors is defined in 7.6.c.2: https://sudoroom.org/wiki/Articles_of_Incorporation#c._Removal_of_Directors
>

>If we want to tweak the Noisebridge articles of incorporation at all, I believe that the following are most in need of editing:
>
>  * 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?
>
>  * The Articles talk about how the board can fix fees for the members to pay, but we are almost certainly interested in letting members pay for their membership with work, by putting in time instead of money. I don't think we can put this into our articles of incorporation for two reasons: 
>

>    1. The California Corporations code specifically says that the board may levy dues, but says nothing about levy'ing anything in place of dues:
>
>      "5351.  A corporation may levy dues, assessments or fees upon its
      members pursuant to its articles or bylaws, but a member upon
      learning of them may avoid liability for them by promptly resigning
      from membership, except where the member is, by contract or
      otherwise, liable for them. Article or bylaw provisions authorizing
      such dues, assessments or fees do not, of themselves, create such
      liability."
>        http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=05001-06000&file=5350-5354
>
     2. I'm worried that we may count as an employer if we give out membership in return for work, which may subject us to a whole set of other laws. However, I am not a lawyer.
>
>    Keep it mind that "membership" for the purposes of the articles of incorporation only refers to the right to vote on things related to the board and articles of incorporation. So we could fix this by simply defining additional membership in our bylaws that define the more important things, such as being part of decision-making at our weekly meetings and 24/7 access to the space, and defining a membership fee in the bylaws that can be substituted by putting in work. We then simply have the directors set an official membership fee of 0. The only weirdness with this solution: It would be easier to become a member in the eyes of the articles of incorporation (requiring only trust of another member) than it would be to become a member in the eyes of the bylaws.
>

>
>-- 
>Marc/Juul
>

>
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