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Well, I added everything to our Organizational page, except I put the PDF on our Google groups, since I don't know how to add that to our wiki.<BR>
<A href="https://www.noisebridge.net/index.php/Organizational">https://www.noisebridge.net/index.php/Organizational</A><BR>
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Mitch.<BR>
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<BR>----------------<BR>> Date: Tue, 7 Oct 2008 13:52:22 -0700<BR>> From: rachel@xtreme.com<BR>> To: board@lists.noisebridge.net<BR>> Subject: Re: [Noisebridge-board] incorporation approved<BR>> <BR>> I did get the attachments, btw.<BR>> <BR>> Mitch Altman wrote:<BR>> > I just forwarded an email from Carol about our incorporation being <BR>> > approved. But it has attachments that add up to more than 40KB, so that <BR>> > email is awaiting moderator approval. Would that be Jake? Once the <BR>> > moderator approves the email, you will all see the attachements. In the <BR>> > meantime, here is what Carol said:<BR>> > <BR>> > <BR>> >> Hi Mitch:<BR>> >> <BR>> >> The articles have been filed, as of October 2, 2008, and I have attached<BR>> >> incorporator's actions and organizational resolutions as follow up. Once<BR>> >> the resolutions are signed, you can proceed with the SS-4 form for obtaining<BR>> >> a federal I.D. Number. Then, you can open your bank account.<BR>> >> <BR>> >> Please note that paragraph 11 of the resolutions calls for a limit on<BR>> >> amounts of transactions that can be carried out by the president, acting<BR>> >> alone. Your group may or may not wish to include this, but it is at least<BR>> >> good to have this discussion. You can fill in the amount, or let me know if<BR>> >> you wish to delete the paragraph (or you can also cross it out and have<BR>> >> everyone initial the change). FYI.<BR>> >> <BR>> >> Bylaws will follow separately, as well as further documentation.<BR>> >> <BR>> >> Regards,<BR>> >> Carol<BR>> > <BR>> > <BR>> > <BR>> > And here is the contents of the Organization Resulotion that we need to sign (after we make any changes we <BR>> > <BR>> > want (if any), and initialling:<BR>> > <BR>> > <BR>> > <BR>> > Action by Unanimous Written Consent of the Directors of<BR>> > Noisebridge<BR>> > a California Nonprofit Public Benefit Corporation<BR>> > <BR>> > The undersigned directors of Noisebridge, a California nonprofit public benefit<BR>> > corporation (hereinafter the “Corporation”), acting by unanimous written consent<BR>> > without a meeting under Corporations Code section 5211(b) and the bylaws of the<BR>> > Corporation, hereby consent to serve as directors, accept the resignation of the<BR>> > incorporator, and adopt the following resolutions:<BR>> > <BR>> > 1. Acts of Incorporator<BR>> > RESOLVED, that any and all acts taken by the incorporator are hereby ratified and<BR>> > confirmed.<BR>> > <BR>> > 2. Filing of annual statement<BR>> > RESOLVED that:<BR>> > a. The secretary of this Corporation is authorized and directed to prepare and to<BR>> > file or cause to be filed with the Secretary of State the necessary statement in<BR>> > compliance with Corporations Code section 8210; and<BR>> > b. The secretary is directed to insert a copy of that statement in the minute book<BR>> > following the minutes of this meeting.<BR>> > <BR>> > 3 Selection of annual accounting period and accounting method<BR>> > RESOLVED that the first fiscal year of this Corporation shall commence on October 2,<BR>> > 2008 and shall end on December 31, 2008 and thereafter the Corporation’s fiscal<BR>> > year shall end on December 31st of each year.<BR>> > RESOLVED that the Corporation shall utilize the cash method of accounting for all tax<BR>> > reporting requirements, unless otherwise required by law.<BR>> > <BR>> > 4. Establishing principal executive office<BR>> > RESOLVED that 3435 Cesar Chavez #211, San Francisco, CA 94110, is designated<BR>> > as the principal executive office of this Corporation.<BR>> > <BR>> > 5. Establishing bank accounts<BR>> > RESOLVED that:<BR>> > a. The officers of the Corporation are authorized to obtain a federal I.D. number<BR>> > and take all other steps necessary to establish an account or accounts, on<BR>> > terms and conditions as agreed on with a bank or bank the officers choose.<BR>> > b. The Corporation’s employment taxes trust funds shall be deposited with an<BR>> > appropriate financial institution.<BR>> > c. All checks, drafts, and other instruments obligating the Corporation to pay<BR>> > money, including instruments payable to officers or other persons authorized to<BR>> > sign them, shall be signed on the Corporation’s behalf by any of the officers.<BR>> > d. The standard form of corporate resolution required by the Corporation’s<BR>> > bank for opening a corporate account, as presented to this meeting, a copy of<BR>> > which is attached to these minutes, is adopted as the resolution of the board of<BR>> > directors; the secretary is directed to obtain the necessary signatures, execute<BR>> > the necessary certifications, and take such other steps as needed to open this<BR>> > account.<BR>> > <BR>> > 6. Ratification of Bylaws<BR>> > RESOLVED that:<BR>> > a. The bylaws adopted by the incorporator of this Corporation are approved; and<BR>> > b. The secretary of this Corporation is authorized and directed to execute a<BR>> > certificate of the adoption of those bylaws, to insert those bylaws as so certified<BR>> > in the minute book of this Corporation, and to cause a copy of those bylaws, as<BR>> > they may be amended from time to time, to be kept and maintained at the<BR>> > principal executive office of this Corporation.<BR>> > <BR>> > 7. Payment of Expenses of Incorporation<BR>> > RESOLVED that the officers are authorized and directed to pay the expenses of<BR>> > incorporation and organization and to reimburse the persons advancing funds to the<BR>> > Corporation for this purpose.<BR>> > <BR>> > 8. Establishing Agent for Service of Process<BR>> > RESOLVED that Rachel McConnell is approved as this Corporation’s agent for<BR>> > service of process in California.<BR>> > <BR>> > 9. Filing for Tax Exempt Status<BR>> > RESOLVED that the officers are directed to undertake all necessary filings for the<BR>> > purposes of establishing the Corporation as a tax exempt entity recognized under<BR>> > Internal Revenue Code § 501(c)(3) and under applicable California law, including any<BR>> > and all filings with the California Franchise Tax Board, the Internal Revenue Service,<BR>> > the California Attorney General's office and any other agency.<BR>> > <BR>> > 10. Keeping Secretary of State and Attorney General Informed<BR>> > RESOLVED, that the Corporation shall keep the Secretary of State's office properly<BR>> > informed as to any changes in the Corporation’s agent for service of process.<BR>> > RESOLVED FURTHER, that the Corporation shall file the required forms with the<BR>> > State Attorney General and keep that office property informed as to the Corporation’s<BR>> > status.<BR>> > <BR>> > 11. Authorization to enter into Contracts<BR>> > RESOLVED FURTHER, that the President of the Corporation is authorized to enter<BR>> > into agreements for the benefit of the Corporation in amounts not to exceed<BR>> > $______________ in the aggregate for any single transaction or series of related<BR>> > transactions.<BR>> > <BR>> > This consent may be signed in counterparts.<BR>> > <BR>> > Dated:__________________ _________________________<BR>> > Jake Applebaum, Director<BR>> > <BR>> > Dated:__________________ _________________________<BR>> > Mitche Altman, Director<BR>> > <BR>> > Dated:__________________ _________________________<BR>> > Noah Balmer, Director<BR>> > <BR>> > Dated:__________________ _________________________<BR>> > Andy Isaacson, Director<BR>> > <BR>> > Dated:__________________ _________________________<BR>> > Rachel McConnell, Director<BR>> > <BR>> > <BR>> > ------------------------------------------------------------------------<BR>> > <BR>> > _______________________________________________<BR>> > Board mailing list<BR>> > Board@lists.noisebridge.net<BR>> > https://www.noisebridge.net/mailman/listinfo/board<BR>> _______________________________________________<BR>> Board mailing list<BR>> Board@lists.noisebridge.net<BR>> https://www.noisebridge.net/mailman/listinfo/board<BR><BR></body>
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