[sudo-discuss] Articles of Incorporation

[Marc Juul]

Hi everysudoer

For those of you who don't already know, sudo room is aiming to incorporate
as a california non-profit, with the long-term goal of reaching 501(c)3
status.

For now, we're working out Articles of Incorporation. These are based
mostly on Noisebridge's Articles of Incorporation:

  https://sudoroom.org/wiki/Articles_of_Incorporation

In reading this, it may surprise people to see all of this talk of a board
of directors and hierarchical structures. Most, if not all of this is
required by law ( this law:
http://www.leginfo.ca.gov/cgi-bin/calawquery?codesection=corp ) and we can
safely ignore it in the day to day running of our hackerspace. Instead of
trying to explain, I will quote Mitch Altman responding to the question
"What is the management structure [of Noisebridge] like?":

"There isn't any. The official line is that we're an anarchist collective
but the reality is that it's more of a web of trust model, with the usual
elements of feudalism that crystallize out of any anarchic group. There's a
board that appoints officers who technically have executive authority with
regards to the space, but the reality is that if any of them actually
exercised power they'd get thrown out. For certain things, like insurance,
taxes, and our nonprofit filings, they have duties but those are invisible
to the day-to-day operations."

So, the important thing to remember is that these Articles of Incorporation
allow the members to throw out any director who abuses their power. We will
then go on to define how our day to day space is run outside of the
articles of incorporation (e.g. in our bylaws).

The power of a majority of the members to remove directors is defined in
7.6.c.2:
https://sudoroom.org/wiki/Articles_of_Incorporation#c._Removal_of_Directors

If we want to tweak the Noisebridge articles of incorporation at all, I
believe that the following are most in need of editing:

  * Article 3 - This is about our purpose and values. We can and should
more or less freely change 3.1 and 3.2, but 3.3 should remain unchanged.

  * Article 6.1 - A member is proposed for membership by one existing
member. Do we want to change this to two?

  * The Articles talk about how the board can fix fees for the members to
pay, but we are almost certainly interested in letting members pay for
their membership with work, by putting in time instead of money. I don't
think we can put this into our articles of incorporation for two reasons:

    1. The California Corporations code specifically says that the board
may levy dues, but says nothing about levy'ing anything in place of dues:

      "5351.  A corporation may levy dues, assessments or fees upon its
      members pursuant to its articles or bylaws, but a member upon
      learning of them may avoid liability for them by promptly resigning
      from membership, except where the member is, by contract or
      otherwise, liable for them. Article or bylaw provisions authorizing
      such dues, assessments or fees do not, of themselves, create such
      liability."
        http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=05001-06000&file=5350-5354


    2. I'm worried that we may count as an employer if we give out
membership in return for work, which may subject us to a whole set of other
laws. However, I am not a lawyer.

    Keep it mind that "membership" for the purposes of the articles of
incorporation only refers to the right to vote on things related to the
board and articles of incorporation. So we could fix this by simply
defining additional membership in our bylaws that define the more important
things, such as being part of decision-making at our weekly meetings and
24/7 access to the space, and defining a membership fee in the bylaws that
can be substituted by putting in work. We then simply have the directors
set an official membership fee of 0. The only weirdness with this solution:
It would be easier to become a member in the eyes of the articles of
incorporation (requiring only trust of another member) than it would be to
become a member in the eyes of the bylaws.


-- 
Marc/Juul
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