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Carol is still on the road for a few days. But she emailed me last week (while on the road) and said: 'I don't advise adding the mission statement to the bylaws. It would be better to have the directors pass it as a resolution. This gives the IRS less ammunition for not approving the tax exempt application.'<BR> <BR>I'll ask her more details about this and let you all know.<BR> <BR>One thing that could help Carol, and therefor reduce the amount we will pay her, is if someone could create a marked-up version of the bylaws for her (i.e., take her original and add our changes and deletions to it in a different color). I started to do this, but ran out of time. Attached to this email are two files, 'BYLAWS (from Carol Gee.doc)' and 'BYLAWS OF Noisebridge.doc' -- the first being the original, the second being the final one we came to at our meeting 2 weeks ago. If anyone has time to merge these into a marked-up original, please do so and mail back to me, and I'll pass it along to Carol.<BR> <BR>Mitch.<BR> <BR><BR>------------------------<BR>> Date: Tue, 1 Jul 2008 13:38:45 -0700<BR>> From: rachel@xtreme.com<BR>> To: adi@hexapodia.org<BR>> Subject: Re: [Noisebridge-discuss] FOSS/H in the mission statement<BR>> CC: noisebridge-discuss@lists.noisebridge.net<BR>> <BR>> Andy Isaacson wrote:<BR>> >> Specific to the mission statement parts. Should we have a slightly <BR>> >> larger change and refer in our Bylaws to an external Mission Statement <BR>> >> document, or keep all mission statements in the Bylaws where they'll <BR>> >> have to be amended by an act of the Board?<BR>> > <BR>> > Well, AFAIK we do need to have a Mission in our bylaws for 'proving<BR>> > we're a bona fide nonprofit' purposes. The IRS and FTB are, in theory,<BR>> > going to look at whether our purposes are actually in the public benefit<BR>> > (as opposed to being for the benefit of a few people, for example) when<BR>> > determining if we qualify for tax exempt status, and are supposed to<BR>> > review whether we're actually doing the things that the mission<BR>> > statement says we're going to do as part of that.<BR>> > <BR>> > So my thinking is, if we explicitly call out in our Mission that we're<BR>> > developing public benefit software, then it'll be easy to say 'we're<BR>> > doing Good Works, here's the evidence' when we send off to the tax<BR>> > people. By contrast, if we just go with the more general umbrella<BR>> > statement, then it's a bit more work to connect 'projects related to art<BR>> > and technology' to public benefit and thence to free software.<BR>> > <BR>> >> If the answer to that is, <BR>> >> eh, leave them in the Bylaws, we're gonna do whatever we want anyway - <BR>> >> then Andy, I think it's probably not worth adding the FOSS language.<BR>> > <BR>> > It sounds like you're concerned about costs of adding to the mission<BR>> > statement. I agree we don't want to be going back and forth with the<BR>> > lawyers any more than necessary; is there additional cost beyond that?<BR>> <BR>> I see no additional costs except for time. You've convinced me it's <BR>> worth keeping a Mission Statement in the Bylaws and I agree that FOSS/HW <BR>> makes sense for us. (I moved your line up from #5 to #3 so the 'stated <BR>> purposes' and 'incidental' language that was previously below, will now <BR>> more clearly refer to the FOSS line.)<BR>> <BR>> I've pasted the mission statement from the Bylaws below. I propose we <BR>> take today, and if necessary a bit of tonight, to decide if we need to <BR>> change it any further, and by the end of today, freeze the whole Bylaws <BR>> (the rest has been gone over quite thoroughly already). We do not want <BR>> to go back & forth with lawyers any more than necessary!<BR>> <BR>> I am happy with it as it stands, below - Andy's modification included.<BR>> <BR>> Rachel<BR>> <BR>> ==================================================<BR>> The specific and primary purpose of the Corporation is to engage in <BR>> scientific, charitable and educational activities within the meaning of <BR>> Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, or <BR>> the corresponding provisions of any future United States internal <BR>> revenue law (the 'Code'), including but not limited to:<BR>> <BR>> 1. To provide work space, storage, and other resources for projects <BR>> related to art and technology.<BR>> 2. Through talks, workshops, collaborative projects, and other <BR>> activities, to encourage research, knowledge exchange, learning, and <BR>> mentoring in a safe, clean space.<BR>> 3. To develop, support the development of, and provide resources for <BR>> the development of free and open source software and hardware.<BR>> 4. To foster, by all legal means, the common purposes of its <BR>> participants.<BR>> 5. To conduct or engage in all lawful activities in furtherance of <BR>> the stated purposes or those incidental to them.<BR>> <BR>> The activities of the Corporation shall be performed in service to and <BR>> with guidance of the community of participants. Notwithstanding any <BR>> other provisions of these Articles, the Corporation shall not carry on <BR>> any activities not permitted to be carried on by a corporation exempt <BR>> from federal income tax under Section 501(c)3 of the Code.<BR>> ==================================================<BR>> <BR>> _______________________________________________<BR>> Noisebridge-discuss mailing list<BR>> Noisebridge-discuss@lists.noisebridge.net<BR>> https://www.noisebridge.net/mailman/listinfo/noisebridge-discuss<BR><BR></body>
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