Organizational - Revision history

Rachel at 03:50, 15 October 2008

2008-10-15T03:50:35Z

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			Here are pages for some teams doing specific works.

			* [[BuildTeam]]
			* [[Membership Team]]

			----

	Here are copies of the action of the incorporator of Noisebridge:		Here are copies of the action of the incorporator of Noisebridge:
	[[Image:Noisebridge inc actions.jpeg\|thumb\|center\|action of the incorporator of Noisebridge, page 1]]		[[Image:Noisebridge inc actions.jpeg\|thumb\|center\|action of the incorporator of Noisebridge, page 1]]

Maltman23 at 21:08, 7 October 2008

2008-10-07T21:08:49Z

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			Here are copies of the action of the incorporator of Noisebridge:
			[[Image:Noisebridge inc actions.jpeg\|thumb\|center\|action of the incorporator of Noisebridge, page 1]]
			[[Image:Noisebridge inc actions1.jpeg\|thumb\|center\|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		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

Rachel at 06:30, 19 March 2008

2008-03-19T06:30:55Z

← Older revision		Revision as of 23:30, 18 March 2008
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	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		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		Qualities of Noisebridge that might affect our organizational status decision

Rachel at 03:59, 19 March 2008

2008-03-19T03:59:27Z

← Older revision		Revision as of 20:59, 18 March 2008
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			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

	Qualities of Noisebridge that might affect our organizational status decision		Qualities of Noisebridge that might affect our organizational status decision
	* membership based; members not need to be 'owners' or 'managers'		* membership based; members not need to be 'owners' or 'managers'

Rachel at 21:09, 24 February 2008

2008-02-24T21:09:41Z

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	* 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?		* 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		* 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?)		* 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		Extra questions if there's time

Rachel at 21:08, 24 February 2008

2008-02-24T21:08:06Z

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	* 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.		* 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		* tax-deductible structure a goal, but we are willing to put it off for a while in the interest of getting up & running faster
	* are there requirements for how we must make decisions (majority? consensus ok?)

	Questions for Carol Gee		Questions for Carol Gee
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	* 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?		* 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		* 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?)

	Extra questions if there's time		Extra questions if there's time

Rachel at 21:05, 24 February 2008

2008-02-24T21:05:02Z

← Older revision		Revision as of 14:05, 24 February 2008
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	* 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.		* 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		* tax-deductible structure a goal, but we are willing to put it off for a while in the interest of getting up & running faster
			* are there requirements for how we must make decisions (majority? consensus ok?)

	Questions for Carol Gee		Questions for Carol Gee

Rachel at 21:02, 24 February 2008

2008-02-24T21:02:42Z

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	* 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?		* 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.		* 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 - and vice versa? esp. will for-profit/non-profit structure be significant?		* 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		* LLC - member-managed vs manager-managed; non-profit: public benefit vs mutual benefit

Rachel at 20:57, 24 February 2008

2008-02-24T20:57:57Z

← Older revision		Revision as of 13:57, 24 February 2008
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	Qualities of Noisebridge that might affect our organizational status decision		Qualities of Noisebridge that might affect our organizational status decision
	* membership based; members not need to be 'owners' or 'managers'		* membership based; members not need to be 'owners' or 'managers'
	* ~~not~~ planning to ~~turn~~ a ~~profit~~		* 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		* limited liability for members/managers
	* one organizer has an S corp that would otherwise be shut down that could be transformed into Noisebridge thing		* 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 ~~a lawyer specializing in setting up corporations~~		Questions for Carol Gee
	* what should ours be?		* what should ours be?
	* how annoying/expensive will it be to transition from one type to a different type?		* how annoying/expensive will it be to transition from one type to a different type?
	* how about two organizations, one to do (~~subset of things~~) ~~and~~ the ~~other~~ to do (~~subset~~ of ~~things)~~		* we think we're probably most like a mutual benefit org.
	* ~~please add~~ questions		* 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 - 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

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

Rachel at 23:15, 10 February 2008

2008-02-10T23:15:48Z

← Older revision		Revision as of 16:15, 10 February 2008
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	Questions for a lawyer specializing in setting up corporations		Questions for a lawyer specializing in setting up corporations
	* what should ours be?		* what should ours be?
			* how annoying/expensive will it be to transition from one type to a different type?
			* how about two organizations, one to do (subset of things) and the other to do (subset of things)
	* please add questions		* please add questions