Organizational

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Here are pages for some teams doing specific works.


Here are copies of the action of the incorporator of Noisebridge:

action of the incorporator of Noisebridge, page 1
action of the incorporator of Noisebridge, page 2

A draft of the first resolution of the board of directors of Noisebridge is available on Google groups: http://docs.google.com/fileview?id=F.af7f848a-f502-4bf2-85cf-d36fea916d2b&hl=en


We will be subject to the California Public Benefit Corporation Law, the text of which seems to be findable here: http://www.leginfo.ca.gov/cgi-bin/calawquery?codesection=corp&codebody=&hits=20

Proposed Bylaws - have at 'em! I put some starter notes on the Talk:Bylaws page.

Qualities of Noisebridge that might affect our organizational status decision

  • membership based; members not need to be 'owners' or 'managers'
  • planning to *not* profit, e.g. we will find a way to spend any extra money to benefit our members
  • we'd like the ability to hold fundraisers, but we do not want to pay dividends to shareholders, the idea is we'd raise funds for specific events or purchases and might have extra
  • limited liability for members/managers
  • one organizer has an S corp that would otherwise be shut down that could be transformed into Noisebridge thing
  • decisions to be made by consensus (as much as possible). in a practical sense, we'll have a core group who can decide in cases where majority opinion is split
  • we'll want to have several persons with authority to bind the organization to leases &c, write checks, etc. (this is probably the core group mentioned above)
  • our first priority is to get a bank account and rent a space as soon as reasonably possible (2-3 months) without any of us in risk of losing our houses, or such.
  • tax-deductible structure a goal, but we are willing to put it off for a while in the interest of getting up & running faster

Questions for Carol Gee

  • what should ours be?
  • how annoying/expensive will it be to transition from one type to a different type?
  • we think we're probably most like a mutual benefit org.
  • how about two organizations, one to provide services to the other, which would be the membership org. similarly, is there a way to get 501-c3 status in one org so we can receive tax-deductible donations?
  • can we try for 501-c3 status off the bat? our understanding is that this would take a long time and put certain requirements on us (general benefits, basically) that we may not meet. But what are the 'public benefit' requirements? Could we, for example, have weekly free educational lectures open to the public?
  • how do we handle initial 'investors' who then leave? we want money put in to be treated like donations (to a nonprofit?) as opposed to buying ownership in shares. example: 5 of us put in $200 for a total of $1000 at the beginning. A year later the org is worth $5000. One of the original 5 leaves. They should not be entitled to $1000 on exit.
  • are there consequences to the legal organizational structure that affect how we govern ourselves / how decisions are made - and vice versa? esp. will for-profit/non-profit structure be significant?
  • LLC - member-managed vs manager-managed; non-profit: public benefit vs mutual benefit
  • are there requirements for how we must make decisions (majority? consensus ok?) depending on corporate type?
  • for 501(c)(3), you think it would be ok for people to give lectures once a month (or so) to fulfill "public benefit" requirements?

Extra questions if there's time

  • CAN the Hacker Foundation (or any existing 501-c3) actually provide 'umbrella' tax-exempt status to other organizations? How does this work? perhaps 'umbrella 501-c3' is a big IRS red flag...

Mitch is setting up a meeting with his corporate lawyer, if you think of any good questions, please add them above! The six of us who spent Saturday afternoon discussing organizational strategies will all be attending this meeting. We are getting a discount from this lawyer so we want to limit the number of people coming to the meeting. If you really want to come, let's discuss it; several of us would be happy to swap out our places with you but we think 6 is enough people. The timing of the meeting is up to the lawyer's schedule so we don't have that yet, Mitch will let us know when more happens on that.

Questions for a lawyer specializing in criminal defense:

  • if Noisebridge members do illegal things at our space, are other members required to do anything about it?
  • if Noisebridge owns equipment that can be used for Nefarious Purposes as well as legitimate ones, are we responsible for policing it?
  • what is the minimum necessary stuff we need to do to cover our asses? (i.e. a sign saying, don't use this space to do illegal shit)

Jake knows someone whose name I forget but there was no initiative to contact them (yet).


Things to investigate:

  • does SCORE have a non-profit arm, or just do they give advice to nonprofits/us?
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