[Noisebridge-board] incorporation approved

Mitch Altman maltman23 at hotmail.com
Tue Oct 7 14:11:08 PDT 2008

Well, I added everything to our Organizational page, except I put the PDF o=
n our Google groups, since I don't know how to add that to our wiki.


----------------> Date: Tue, 7 Oct 2008 13:52:22 -0700> From: rachel at xtreme=
.com> To: board at lists.noisebridge.net> Subject: Re: [Noisebridge-board] inc=
orporation approved> > I did get the attachments, btw.> > Mitch Altman wrot=
e:> > 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 awaiting moderator approval. Would that be Jake? Once the > > m=
oderator approves the email, you will all see the attachements. In the > > =
meantime, here is what Carol said:> > > > > >> Hi Mitch:> >> > >> The artic=
les have been filed, as of October 2, 2008, and I have attached> >> incorpo=
rator's actions and organizational resolutions as follow up. Once> >> the r=
esolutions are signed, you can proceed with the SS-4 form for obtaining> >>=
 a federal I.D. Number. Then, you can open your bank account.> >> > >> Plea=
se note that paragraph 11 of the resolutions calls for a limit on> >> amoun=
ts of transactions that can be carried out by the president, acting> >> alo=
ne. 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 hav=
e> >> everyone initial the change). FYI.> >> > >> Bylaws will follow separa=
tely, 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 initiall=
ing:> > > > > > > > Action by Unanimous Written Consent of the Directors of=
> > Noisebridge> > a California Nonprofit Public Benefit Corporation> > > >=
 The undersigned directors of Noisebridge, a California nonprofit public be=
nefit> > corporation (hereinafter the =93Corporation=94), acting by unanimo=
us written consent> > without a meeting under Corporations Code section 521=
1(b) and the bylaws of the> > Corporation, hereby consent to serve as direc=
tors, accept the resignation of the> > incorporator, and adopt the followin=
g resolutions:> > > > 1. Acts of Incorporator> > RESOLVED, that any and all=
 acts taken by the incorporator are hereby ratified and> > confirmed.> > > =
> 2. Filing of annual statement> > RESOLVED that:> > a. The secretary of th=
is Corporation is authorized and directed to prepare and to> > file or caus=
e to be filed with the Secretary of State the necessary statement in> > com=
pliance with Corporations Code section 8210; and> > b. The secretary is dir=
ected to insert a copy of that statement in the minute book> > following th=
e minutes of this meeting.> > > > 3 Selection of annual accounting period a=
nd accounting method> > RESOLVED that the first fiscal year of this Corpora=
tion shall commence on October 2,> > 2008 and shall end on December 31, 200=
8 and thereafter the Corporation=92s fiscal> > year shall end on December 3=
1st of each year.> > RESOLVED that the Corporation shall utilize the cash m=
ethod of accounting for all tax> > reporting requirements, unless otherwise=
 required by law.> > > > 4. Establishing principal executive office> > RESO=
LVED that 3435 Cesar Chavez #211, San Francisco, CA 94110, is designated> >=
 as the principal executive office of this Corporation.> > > > 5. Establish=
ing bank accounts> > RESOLVED that:> > a. The officers of the Corporation a=
re authorized to obtain a federal I.D. number> > and take all other steps n=
ecessary to establish an account or accounts, on> > terms and conditions as=
 agreed on with a bank or bank the officers choose.> > b. The Corporation=
=92s employment taxes trust funds shall be deposited with an> > appropriate=
 financial institution.> > c. All checks, drafts, and other instruments obl=
igating the Corporation to pay> > money, including instruments payable to o=
fficers or other persons authorized to> > sign them, shall be signed on the=
 Corporation=92s behalf by any of the officers.> > d. The standard form of =
corporate resolution required by the Corporation=92s> > bank for opening a =
corporate account, as presented to this meeting, a copy of> > which is atta=
ched to these minutes, is adopted as the resolution of the board of> > dire=
ctors; the secretary is directed to obtain the necessary signatures, execut=
e> > the necessary certifications, and take such other steps as needed to o=
pen this> > account.> > > > 6. Ratification of Bylaws> > RESOLVED that:> > =
a. The bylaws adopted by the incorporator of this Corporation are approved;=
 and> > b. The secretary of this Corporation is authorized and directed to =
execute a> > certificate of the adoption of those bylaws, to insert those b=
ylaws as so certified> > in the minute book of this Corporation, and to cau=
se a copy of those bylaws, as> > they may be amended from time to time, to =
be kept and maintained at the> > principal executive office of this Corpora=
tion.> > > > 7. Payment of Expenses of Incorporation> > RESOLVED that the o=
fficers are authorized and directed to pay the expenses of> > incorporation=
 and organization and to reimburse the persons advancing funds to the> > Co=
rporation for this purpose.> > > > 8. Establishing Agent for Service of Pro=
cess> > RESOLVED that Rachel McConnell is approved as this Corporation=92s =
agent for> > service of process in California.> > > > 9. Filing for Tax Exe=
mpt Status> > RESOLVED that the officers are directed to undertake all nece=
ssary filings for the> > purposes of establishing the Corporation as a tax =
exempt entity recognized under> > Internal Revenue Code =A7 501(c)(3) and u=
nder applicable California law, including any> > and all filings with the C=
alifornia Franchise Tax Board, the Internal Revenue Service,> > the Califor=
nia Attorney General's office and any other agency.> > > > 10. Keeping Secr=
etary of State and Attorney General Informed> > RESOLVED, that the Corporat=
ion shall keep the Secretary of State's office properly> > informed as to a=
ny changes in the Corporation=92s agent for service of process.> > RESOLVED=
 FURTHER, that the Corporation shall file the required forms with the> > St=
ate Attorney General and keep that office property informed as to the Corpo=
ration=92s> > status.> > > > 11. Authorization to enter into Contracts> > R=
ESOLVED FURTHER, that the President of the Corporation is authorized to ent=
er> > into agreements for the benefit of the Corporation in amounts not to =
exceed> > $______________ in the aggregate for any single transaction or se=
ries of related> > transactions.> > > > This consent may be signed in count=
erparts.> > > > Dated:__________________ _________________________> > Jake =
Applebaum, Director> > > > Dated:__________________ _______________________=
__> > Mitche Altman, Director> > > > Dated:__________________ _____________=
____________> > Noah Balmer, Director> > > > Dated:__________________ _____=
____________________> > Andy Isaacson, Director> > > > Dated:______________=
____ _________________________> > Rachel McConnell, Director> > > > > > ---=
---------------------------------------------------------------------> > > =
> _______________________________________________> > Board mailing list> > =
Board at lists.noisebridge.net> > https://www.noisebridge.net/mailman/listinfo=
/board> _______________________________________________> Board mailing list=
> Board at lists.noisebridge.net> https://www.noisebridge.net/mailman/listinfo=
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