[Noisebridge-board] FW: [Fwd: And a few last questions]

Mitch Altman maltman23 at hotmail.com
Tue Oct 28 15:18:08 PDT 2008

And some final questions from Carol...


Date: Tue, 28 Oct 2008 14:21:13 -0700From: mitch at CornfieldElectronics.comTo=
: maltman23 at hotmail.comSubject: [Fwd: And a few last questions]
-------- Original Message -------- =

Subject: =

And a few last questions

Date: =

Tue, 28 Oct 2008 10:57:23 -0700

From: =

Carol Gee <carolgee at sbcglobal.net>

To: =

Mitch Altman <mitch at CornfieldElectronics.com>Hi Mitch:  Here are just a few=
 final (hopefully) questions, taken from the
IRS application form:

1.  Do we have any representative copies of newsletters, brochures, or
similar documents for supporting details about activities and fundraising?
Is the only source of communication the wiki?  I looked at it and it is
totally transparent.  The IRS usually does look at this as part of the
application review process, so we should be mindful of that.  I guess I can
print out some of the wiki?  Any other ideas?

2.  Question:  Are any of your officers and directors related to each other
through family or business relationships?  If yes explain.

3.  Is there a business relationship with any of Noisebridge's officers or
directors?  If  yes, describe.  (for example, if one of the
directors/officers were your landlord, or a vendor, etc.)

4.  Do any of the officers or directors receive compensation from any other
organizations, whether tax exempt or taxable, that are related to
Noisebridge through common control?  If yes, explain.

5.  NOTE:  The application requires Noisebridge to certify that in
establishing any compensation arrangements for officers and directors (or
future employees, etc.) that you will adhere to the following:

    a.  The individuals or groups that approve compensation arrangements
will follow a conflict of interest policy (which is set forth in the bylaws)

    b.  No compensation will be paid without advance approval by the board

    c.  The approval process will be documented in writing, including the
date and terms of approved compensation arrangements.

6.  Will Noisebridge compensate anyone through non-fixed payments, such as
discretionary bonuses or revenue-based payments?  If yes, describe all
non-fixed compensation arrangements, including how the amounts are
determined, who is eligible for such arrangements, whether you place a
limitation on total compensation and how you determine or will determine
that you pay no more than reasonable compensation for services.  AND will
such non-fixed payments exceed $50,000 annually?

7.  Will Noisebridge purchase from/ or sell to/ any goods, services, or
assets from/to  any of its officers directors or future employees or highly
compensated independent contractors?  IF yes, describe how you determine
that the terms are negotiated at arm's length and that no more than fair
market value is paid.  Attach copies of any written contracts or agreements
relevant to same.

8.  Any loans, leases, contracts or other agreements between Noisebridge and
its officers, directors (future employees or independent contractors)?  If
so, attach.  This includes business dealings with entities in which an
officer, director (or employee or independent contractor) has even a 35%
interest.  =

9.  In carrying out  your exempt purposes, do you provide goods, services,
or funds to individuals?  To other organizations?  If yes, describe.

10.  Do any of your programs limit the provision of goods, services, or
funds to  specific individual or group of specific individuals?  Such as,
only to your members?   If yes, describe.  Also describe  how individuals
are selected for each program.

11.  Do any of the recipients of goods, services of funds from Noisebridge
programs have a family or business relationship with any officer, director
(or in future, with employees or independent contractors?).  If  yes,

12.  Do you or will you maintain separate accounts for any contributor under
which the contributor has the right to advise on the use or distribution of

13.  Describe further how fundraising will be accomplished.   Give as many
specifics as possible.

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