[sudo-discuss] Sudo Room Board Meeting Notes

Sun Dec 1 20:24:25 PST 2013

*Sudo Room Board Meeting Summary*

Please see https://sudoroom.org/wiki/Board for succinct summation :-)

Attendees (8/13): Marc, Jenny, Matt, Hol, Julio, Romy, Max, Vicky

Please do any independent Research for the a Non Profit California Benefit
Corporation beforehand to inform us.

If folks want to update our wiki page collaboratively -
https://sudoroom.org/mediawiki/index.php?title=Board&action=edit#&togetherjs=Rm8anDLwFb

We are:

   - a "Non-profit public benefit corporation" under the state of
   California, organized for public and charitable purposes

   - California corporations code 5110 (5300?)

   - Incorporation Process followed to get us here "Nonprofit Public
   Benefit Corporation"
   http://www.sos.ca.gov/business/be/filing-tips-corp.htm#artsnp

   - The specific purpose of this corporation is to promote and encourage
   scientific, technical, engineering and artistic skills through individual
   projects, social collaboration, and education. In the context of these
   purposes, the corporation shall engage in scientific, charitable and
   educational activities within the meaning of Section 501(c)(3) of the
   Internal Revenue Code.

   - but we are not Federally 501(c)(3) yet.

1. What are our responsibilities?

   - Legally. What do we have to report?

   - How are we going to ensure those reports?

   - Pay taxes, or the treasurer is liable

2. How often should the board meet?

   - 0 or more times per year?

   - Announce only once a year?

   - During regular weekly sudo meetings? [enthusiasm for this one]

   - over email?

What are Articles of Incorporation?

   - Proposed Articles of Incorporation (Marc copy pasted from NB's made
   some edits with Matt): https://sudoroom.org/wiki/Bylaws

Marc's proposal is to break out the Articles to be the minimum of board
responsibilities and have a more fluid bylaws define how we operate... to
separate legal stuff from doing stuff.
It's all on the wiki, and on meeting minutes

Date of Incorporation: Nov 5 (auspicious!)

*=**=**O**ffi**cial requirements for board of directors**=**=*

*File a Statement of Information once every two years - $25
     Form: Form SI-100 (Statement of Information)
     *Due Date: Biennially before the end of the calendar month during
which the original Articles of Incorporation were filed, but no sooner than
the immediately preceding 5 calendar months.*
     Information: (916) 657-5448
     Web Site: www.ss.ca.gov

   - https://businessfilings.sos.ca.gov/

   - more info: http://www.hurwitassociates.com/l_s_annual_ca.php

*Renewal Registration
     California Attorney General
     Form: Form RRF-1
     *Due Date: 4 ½ months after end of fiscal year*
     Information: (916) 445-2021
     Web Site: ag.ca.gov/charities
     Filing Fee: $0-$300 (depending on revenues)
     Note: If gross receipts or total assets over $25,000, include IRS Form
990, 990-EZ or 990-PF.

     Charitable corporations organized and operated primarily as hospitals,
educational institutions, or religious organizations are exempt from
filing.

*File annually with the IRS
     Form: Annual Return Form 990
     *Due Date: 4 ½ months after end of fiscal year*
     Internal Revenue Service
     Information: (800) 829-1040
     Forms: (800) 829-3676
     Web Site: www.irs.gov/charities
     Filing Fee: $0

     Public Charities: Please note that, along with the new Form 990, the
IRS has instituted a "phase-in" period to allow organizations time to
adjust to  the new form. For a detailed "phase-in" chart, please refer to
the IRS website to determine which form to file (Form 990, Form 990-EZ or
Form
990-N).
Private Foundations: Submit Form 990PF, regardless of revenues.

*File with the California Franchise Tax Board
     Note: For a general discussion of the California Franchise Tax
Board's requirements for exempt organizations, please refer to their Exempt
Organizations publication.

   a. Form: Form 199 or 199N (California e-Postcard)
      *Due Date: 4 ½ months after end of fiscal year*
      Phone: (916) 845-4171
      Web Site: www.ftb.ca.gov
      Filing Fee: $0-25 (Form 199 Only, form 199N is free)
      Notes: Some organizations may be exempt from this filing depending
on  the type of organization.  Refer to the Franchise Tax Board's website
for details.

   b. Form: Form 109 (Exempt Organization Business Income Tax Return)
      *Due Date: 4 ½ months after end of fiscal year*
      Phone: (916) 845-4171
      Web Site: www.ftb.ca.gov
      Filing Fee: $0
      Note: This filing is required *only* if the organiztion derived more
than $1,000 in gross unrelated business
income.

http://www.<http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=05001-06000&file=5210-5215>
leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=05001-06000&file=5210-5215<http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=05001-06000&file=5210-5215>
    have to notify all members of meetings
    quorum is majority
    can make actions with out meeting if over email

   - An action required or permitted to be taken by the board may

   - be taken without a meeting if all directors individually or

   - collectively consent in writing to that action and if, subject to

   - subdivis

=May need to update these=

yearly benefit statement
http://www.benefitcorp.net/storage/documents/_California_Benefit_Corporation_How-To_Guide_.pdf

   - yearly california requirements

http://www.sos.ca.gov/business/be/faqs.htm#annual

*==Action Items==*

**DUE: Wed, Dec. 11 at next sudo meeting:*
*Add to our proposed bylaws / Articles of Incorporation:
https://sudoroom.org/wiki/Bylaws [Everyone]
*Do we need a business license? (Hol)
*Send paperwork (incorporation docs and EIN) to board members [Marc]
*Set up google calendar (or other) reminders for when we have to file. [who
wrote this? Romy? Max? Matt? Whoever wrote it just signed theirself up]
*Julio+Vicky: create FAQ doc for posterity

   - Does a board member have legal duty to fundraise? Not unless it's
   written in the articles of incorporation.

*Make sure online checkin happens if people can't make the Wed Dec 11th
meeting [Jenny]
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