[Noisebridge-board] incorporation approved

Mitch Altman maltman23 at hotmail.com
Tue Oct 7 13:15:30 PDT 2008


I just forwarded an email from Carol about our incorporation being approved=
.  But it has attachments that add up to more than 40KB, so that email is a=
waiting moderator approval.  Would that be Jake?  Once the moderator approv=
es the email, you will all see the attachements.  In the meantime, here is =
what Carol said:
 > Hi Mitch:
> =

> The articles have been filed, as of October 2, 2008, and I have attached
> incorporator's actions and organizational resolutions as follow up.  Once
> the resolutions are signed, you can proceed with the SS-4 form for obtain=
ing
> a federal I.D. Number.  Then, you can open your bank account.
> =

> Please note that paragraph 11 of the resolutions calls for a limit on
> amounts of transactions that can be carried out by the president, acting
> alone.  Your group may or may not wish to include this, but it is at least
> good to have this discussion.  You can fill in the amount, or let me know=
 if
> you wish to delete the paragraph (or you can also cross it out and have
> everyone initial the change).  FYI.
> =

> Bylaws will follow separately, as well as further documentation.
> =

> Regards,
> Carol And here is the contents of the Organization Resulotion that we nee=
d to sign (after we make any changes we want (if any), and initialling: Act=
ion by Unanimous Written Consent of the Directors ofNoisebridgea California=
 Nonprofit Public Benefit CorporationThe undersigned directors of Noisebrid=
ge, a California nonprofit public benefitcorporation (hereinafter the =93Co=
rporation=94), acting by unanimous written consentwithout a meeting under C=
orporations Code section 5211(b) and the bylaws of theCorporation, hereby c=
onsent to serve as directors, accept the resignation of theincorporator, an=
d adopt the following resolutions:1. Acts of IncorporatorRESOLVED, that any=
 and all acts taken by the incorporator are hereby ratified andconfirmed.2.=
 Filing of annual statementRESOLVED that:a. The secretary of this Corporati=
on is authorized and directed to prepare and tofile or cause to be filed wi=
th the Secretary of State the necessary statement incompliance with Corpora=
tions Code section 8210; andb. The secretary is directed to insert a copy o=
f that statement in the minute bookfollowing the minutes of this meeting.3 =
Selection of annual accounting period and accounting methodRESOLVED that th=
e first fiscal year of this Corporation shall commence on October 2,2008 an=
d shall end on December 31, 2008 and thereafter the Corporation=92s fiscaly=
ear shall end on December 31st of each year.RESOLVED that the Corporation s=
hall utilize the cash method of accounting for all taxreporting requirement=
s, unless otherwise required by law.4. Establishing principal executive off=
iceRESOLVED that 3435 Cesar Chavez #211, San Francisco, CA 94110, is design=
atedas the principal executive office of this Corporation.5. Establishing b=
ank accountsRESOLVED that:a. The officers of the Corporation are authorized=
 to obtain a federal I.D. numberand take all other steps necessary to estab=
lish an account or accounts, onterms and conditions as agreed on with a ban=
k or bank the officers choose.b. The Corporation=92s employment taxes trust=
 funds shall be deposited with anappropriate financial institution.c. All c=
hecks, drafts, and other instruments obligating the Corporation to paymoney=
, including instruments payable to officers or other persons authorized tos=
ign them, shall be signed on the Corporation=92s behalf by any of the offic=
ers.d. The standard form of corporate resolution required by the Corporatio=
n=92sbank for opening a corporate account, as presented to this meeting, a =
copy ofwhich is attached to these minutes, is adopted as the resolution of =
the board ofdirectors; the secretary is directed to obtain the necessary si=
gnatures, executethe necessary certifications, and take such other steps as=
 needed to open thisaccount.6. Ratification of BylawsRESOLVED that:a. The b=
ylaws adopted by the incorporator of this Corporation are approved; andb. T=
he secretary of this Corporation is authorized and directed to execute acer=
tificate of the adoption of those bylaws, to insert those bylaws as so cert=
ifiedin the minute book of this Corporation, and to cause a copy of those b=
ylaws, asthey may be amended from time to time, to be kept and maintained a=
t theprincipal executive office of this Corporation.7. Payment of Expenses =
of IncorporationRESOLVED that the officers are authorized and directed to p=
ay the expenses ofincorporation and organization and to reimburse the perso=
ns advancing funds to theCorporation for this purpose.8. Establishing Agent=
 for Service of ProcessRESOLVED that Rachel McConnell is approved as this C=
orporation=92s agent forservice of process in California.9. Filing for Tax =
Exempt StatusRESOLVED that the officers are directed to undertake all neces=
sary filings for thepurposes of establishing the Corporation as a tax exemp=
t entity recognized underInternal Revenue Code =A7 501(c)(3) and under appl=
icable California law, including anyand all filings with the California Fra=
nchise Tax Board, the Internal Revenue Service,the California Attorney Gene=
ral's office and any other agency.10. Keeping Secretary of State and Attorn=
ey General InformedRESOLVED, that the Corporation shall keep the Secretary =
of State's office properlyinformed as to any changes in the Corporation=92s=
 agent for service of process.RESOLVED FURTHER, that the Corporation shall =
file the required forms with theState Attorney General and keep that office=
 property informed as to the Corporation=92sstatus.11. Authorization to ent=
er into ContractsRESOLVED FURTHER, that the President of the Corporation is=
 authorized to enterinto agreements for the benefit of the Corporation in a=
mounts not to exceed$______________ in the aggregate for any single transac=
tion or series of relatedtransactions.This consent may be signed in counter=
parts.Dated:__________________ _________________________Jake Applebaum, Dir=
ectorDated:__________________ _________________________Mitche Altman, Direc=
torDated:__________________ _________________________Noah Balmer, DirectorD=
ated:__________________ _________________________Andy Isaacson, DirectorDat=
ed:__________________ _________________________Rachel McConnell, Director
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