[Noisebridge-board] incorporation approved

Mitch Altman maltman23 at hotmail.com
Tue Oct 7 20:15:30 UTC 2008

I just forwarded an email from Carol about our incorporation being approved.  But it has attachments that add up to more than 40KB, so that email is awaiting moderator approval.  Would that be Jake?  Once the moderator approves the email, you will all see the attachements.  In the meantime, here is what Carol said:
 > Hi Mitch:
> The articles have been filed, as of October 2, 2008, and I have attached
> incorporator's actions and organizational resolutions as follow up.  Once
> the resolutions are signed, you can proceed with the SS-4 form for obtaining
> a federal I.D. Number.  Then, you can open your bank account.
> Please note that paragraph 11 of the resolutions calls for a limit on
> amounts of transactions that can be carried out by the president, acting
> alone.  Your group may or may not wish to include this, but it is at least
> good to have this discussion.  You can fill in the amount, or let me know if
> you wish to delete the paragraph (or you can also cross it out and have
> everyone initial the change).  FYI.
> Bylaws will follow separately, as well as further documentation.
> Regards,
> Carol And here is the contents of the Organization Resulotion that we need to sign (after we make any changes we want (if any), and initialling: Action by Unanimous Written Consent of the Directors ofNoisebridgea California Nonprofit Public Benefit CorporationThe undersigned directors of Noisebridge, a California nonprofit public benefitcorporation (hereinafter the “Corporation”), acting by unanimous written consentwithout a meeting under Corporations Code section 5211(b) and the bylaws of theCorporation, hereby consent to serve as directors, accept the resignation of theincorporator, and adopt the following resolutions:1. Acts of IncorporatorRESOLVED, that any and all acts taken by the incorporator are hereby ratified andconfirmed.2. Filing of annual statementRESOLVED that:a. The secretary of this Corporation is authorized and directed to prepare and tofile or cause to be filed with the Secretary of State the necessary statement incompliance with Corporations Code section 8210; andb. The secretary is directed to insert a copy of that statement in the minute bookfollowing the minutes of this meeting.3 Selection of annual accounting period and accounting methodRESOLVED that the first fiscal year of this Corporation shall commence on October 2,2008 and shall end on December 31, 2008 and thereafter the Corporation’s fiscalyear shall end on December 31st of each year.RESOLVED that the Corporation shall utilize the cash method of accounting for all taxreporting requirements, unless otherwise required by law.4. Establishing principal executive officeRESOLVED that 3435 Cesar Chavez #211, San Francisco, CA 94110, is designatedas the principal executive office of this Corporation.5. Establishing bank accountsRESOLVED that:a. The officers of the Corporation are authorized to obtain a federal I.D. numberand take all other steps necessary to establish an account or accounts, onterms and conditions as agreed on with a bank or bank the officers choose.b. The Corporation’s employment taxes trust funds shall be deposited with anappropriate financial institution.c. All checks, drafts, and other instruments obligating the Corporation to paymoney, including instruments payable to officers or other persons authorized tosign them, shall be signed on the Corporation’s behalf by any of the officers.d. The standard form of corporate resolution required by the Corporation’sbank for opening a corporate account, as presented to this meeting, a copy ofwhich is attached to these minutes, is adopted as the resolution of the board ofdirectors; the secretary is directed to obtain the necessary signatures, executethe necessary certifications, and take such other steps as needed to open thisaccount.6. Ratification of BylawsRESOLVED that:a. The bylaws adopted by the incorporator of this Corporation are approved; andb. The secretary of this Corporation is authorized and directed to execute acertificate of the adoption of those bylaws, to insert those bylaws as so certifiedin the minute book of this Corporation, and to cause a copy of those bylaws, asthey may be amended from time to time, to be kept and maintained at theprincipal executive office of this Corporation.7. Payment of Expenses of IncorporationRESOLVED that the officers are authorized and directed to pay the expenses ofincorporation and organization and to reimburse the persons advancing funds to theCorporation for this purpose.8. Establishing Agent for Service of ProcessRESOLVED that Rachel McConnell is approved as this Corporation’s agent forservice of process in California.9. Filing for Tax Exempt StatusRESOLVED that the officers are directed to undertake all necessary filings for thepurposes of establishing the Corporation as a tax exempt entity recognized underInternal Revenue Code § 501(c)(3) and under applicable California law, including anyand all filings with the California Franchise Tax Board, the Internal Revenue Service,the California Attorney General's office and any other agency.10. Keeping Secretary of State and Attorney General InformedRESOLVED, that the Corporation shall keep the Secretary of State's office properlyinformed as to any changes in the Corporation’s agent for service of process.RESOLVED FURTHER, that the Corporation shall file the required forms with theState Attorney General and keep that office property informed as to the Corporation’sstatus.11. Authorization to enter into ContractsRESOLVED FURTHER, that the President of the Corporation is authorized to enterinto agreements for the benefit of the Corporation in amounts not to exceed$______________ in the aggregate for any single transaction or series of relatedtransactions.This consent may be signed in counterparts.Dated:__________________ _________________________Jake Applebaum, DirectorDated:__________________ _________________________Mitche Altman, DirectorDated:__________________ _________________________Noah Balmer, DirectorDated:__________________ _________________________Andy Isaacson, DirectorDated:__________________ _________________________Rachel McConnell, Director
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