[sudo-discuss] Articles of Incorporation

Thu Oct 17 16:22:24 PDT 2013

On Thu, Oct 17, 2013 at 2:15 PM, Eddan Katz <eddan at clear.net> wrote:

> In the interest of expediting the administrative part of the process in
> filing these documents, here's the link to the state of CA page -
> http://www.sos.ca.gov/business/be/forms.htm.
>
> As a non-profit, Sudo Room would be filing either the Form ARTS-MU (mutual
> benefit) or ARTS-PB-501(c)(3) (public benefit) [$30 - one-time fee] as well
> as the Statement of Information on Form SI-100 [$20, mandatory renewal
> annually or biennially).
>
>
> An overall concise and informative resource I've found for establishing
> and operating a co-operative Articles of Incorporation can be found at
> http://www.rurdev.usda.gov/rbs/pub/cir40/cir40rpt.htm. I am trying to
> sift through what's relevant for us to consider in comparison with the
> draft Marc sent around.
>
>
I did some research on the California Cooperative corporation structure
today. I have gathered some relevant notes and citations here:

  https://sudoroom.org/wiki/Notes_on_coops

This section is specifically relevant for the discussions around limiting
hierarchical power that we had at yesterday's meeting:

  https://sudoroom.org/wiki/Notes_on_coops#Power_of_directors

My conclusion so far is that I haven't found anything that makes the
cooperative structure better suited for sudo room than e.g. a public
benefit corporation, if we're assuming that we will be operating as a
non-profit that does not intend to make a profit for its members. I may,
however, be missing something, and if I am, please let me know.

If we were to assume that we were interested in making a profit for our
members (technically "for our members as patrons") then the Cooperative
model starts to look much more interesting, but then we loose the ability
to become a 501(c)3 (and I assume we loose the ability to become a 501(c)10
as well).

-- 
Marc/Juul

> On Oct 17, 2013, at 10:37 AM, Hol Gaskill <hol at gaskill.com> wrote:
>
> > I was at sudo last wednesday through meeting time hoping to discuss this
> issue and get caught up, and we only had 4 people so we didn't really feel
> there was consensus to make broad strokes.  I'll be honest - it had been a
> while and I was really looking forward to chewing on some of this language.
>  Taking the articles to sacramento with a week's notice to all n-7 sudoers
> after so much time going back and forth does not seem proper.  Is there a
> specific deadline that coincides with a week from now?  I will absolutely
> take a look at the revised articles this week and submit proposed revisions
> for discussion and I encourage everyone who cares about small but
> significant details to do the same.  I don't agree with the approach taken
> on timing here, but I am more interested in registering sudo room's legal
> status as a nonprofit than making procedural objections so I join the
> voices calling for revisions this week if ever.  I also volunteer to be on
> the board in some role that involves spreadsheets or whatever nuts and
> bolts tasks need a person of contact with minimal public component.
> >
> > hol
> >
> >
> > Oct 16, 2013 06:22:45 PM, juul at labitat.dk wrote:
> > 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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> >> sudo-discuss at lists.sudoroom.org
> >> http://lists.sudoroom.org/listinfo/sudo-discuss
> >>
> > _______________________________________________
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>
>
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