[sudo-discuss] Articles of Incorporation

[Eddan Katz]

Thanks, Patrik. It does make a lot of sense to send out the initial form as soon as possible. The additional statement within 90 days is most relevant to tax exemption status.
It would be really helpful if there were minimum 2-3 people willing to volunteer to be a part of this process and specifically be named. I have tried to present the legalese with only the information we need to immediately proceed. I have also tried to make sure I have not left anything essential out because an error in the formalities can invalidate the whole incorporation effort. 
There are two main things it seems to me we need to decide - (1) what to write in the formalities part; and (2) who's willing to volunteer to be named. 
If the nitty gritty of this stuff makes your eyes glaze over, viewer discretion is advised for the more detailed explanation below.

Formalities
The Secretary of State's website has a useful page with Filing Tips. Here's the link to the part specifically about domestic nonprofit corporations: http://www.sos.ca.gov/business/be/filing-tips-corp.htm#artsnp. The minimum formality requirements for the information that must be included are: 
Corporate Name
Corporate Purpose
Service of Process
Corporate Addresses
Additional Statements
1 & 4 are very straightforward. Corporate name can include having to verify the availability of the name and reserving the name, but I don't think this would necessarily be relevant for Sudo Room. If someone is interested in taking the lead on this step anyhow - the forms and instructions are at http://www.sos.ca.gov/business/be/name-availability.htm.
So it seems to me that only 2 & 3 should necessitate some consensus decision-making.  
Corporate Purpose.
We do already have several examples of our mission statement/purpose/basic description - on the public website, wiki, and Articles of Association (by-laws). In modifying those texts for this purpose, we do need to consider what aspects to emphasize, which is related to the tax exemption status.
The filing tips page explains the relevance of "public" and/or "charitable" purposes. 
> Item 2 [Corporate Purpose]:  The statement of the corporate purpose is required and should not be altered. If you are using Form ARTS–PB–501(c)(3):          
> Item 2a:  Check the applicable box to indicate whether you are organizing for "public" purposes, or "charitable" purposes.  Check both boxes if you are organizing for both "public" and "charitable" purposes.
>           
> Item 2b:  If you are organizing for "public" purposes, you must list the specific purpose of your corporation.  Note:  If intend to apply for tax exempt status in California, you should list the specific purpose of your corporation if you are organizing for "public" purposes, "charitable" purposes, or both "public" and "charitable" 
> purposes.

Agent for Service of Process.

The other piece of information that will require some coordination - at minimum necessitate 1-2 volunteers to take on this role. The excerpted text below explains what this is about and why it is important.

> An "agent for service of process" is an individual (director, officer or any other person, whether or not affiliated with the corporation) who resides in California or another corporation designated to accept service of process if the corporation is sued. Note: A corporation cannot act as its own agent for service of process; only one agent can be listed; and the agent should agree to accept service of process on behalf of the corporation prior to designation.



Board of Directors
The CA Corporations Code Sections 5120-5122 lays out the step-by-step requirements for public benefit non-profits. (http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=05001-06000&file=5120-5122)
Most relevant at this point is to be aware that there are two forks in what the people named do functionally - either they are (1) incorporators in the case of a newly formed corporation; or (2) they are officers or members of the Board in the case of existing organizations.
> 5120(b). If initial directors are named in the articles, each director named in the articles shall sign and acknowledge the articles; if initial directors are not named in the articles, the articles shall be signed by one or more persons who thereupon are the incorporators of the corporation.
For our purposes of sending out the first part of the application right away, it seems worth emphasizing that these are not necessarily the people who will be listed as the Board of Directors in the Additional Statement (w/in 90 days).
Incorporating an Unincorporated Association 
Section 5121 goes into even more detail if its an unincorporated association that is formalizing incorporation status (which is our circumstance, though I'm sure we can structure it differently if this poses a problem.
How and why this is the case is in (a)-(b) below (trimmed text for relevance).
> 5121(a). In the case of an existing unincorporated association, the association may change its status to that of a corporation upon a proper authorization for such by the association in accordance with its rules and procedures.
> 5121(b). ... the articles in the case of an incorporation ... shall set forth that an existing unincorporated association, stating its name, is being incorporated by the filing of the articles.
In this case, the Secretary of State requires there to be a statement from current officers. We'll have to have volunteers for that instead or as well.
> 5121(c). The articles filed pursuant to this section shall be accompanied by a verified statement of any two officers or governing board members of the association stating that the incorporation of the association by means of the articles to which the verified statement is attached has been approved by the association in accordance with its rules and procedures.



>> On Oct 17, 2013, at 7:06 PM, "Patrik D'haeseleer" <patrikd at gmail.com> wrote:
>> 
>>> Do keep in mind that the first piece of paper work that has to go to Sacramento only needs very minimal information: pretty much just the name of the organization, a statement of purpose, and a contact person.
>>> 
>>> After that piece of paper is in, I think you still have 90 days to file the additional form with the bylaws and board of directors. So you might as well get the ball rolling asap...
>>> 
>>> Patrik

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