[Noisebridge-board] incorporation approved

Mitch Altman maltman23 at hotmail.com
Tue Oct 7 21:11:08 UTC 2008

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.
----------------> Date: Tue, 7 Oct 2008 13:52:22 -0700> From: rachel at xtreme.com> To: board at lists.noisebridge.net> Subject: Re: [Noisebridge-board] incorporation approved> > I did get the attachments, btw.> > Mitch Altman wrote:> > 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 of> > Noisebridge> > a California Nonprofit Public Benefit Corporation> > > > The undersigned directors of Noisebridge, a California nonprofit public benefit> > corporation (hereinafter the “Corporation”), acting by unanimous written consent> > without a meeting under Corporations Code section 5211(b) and the bylaws of the> > Corporation, hereby consent to serve as directors, accept the resignation of the> > incorporator, and adopt the following resolutions:> > > > 1. Acts of Incorporator> > RESOLVED, that any and all acts taken by the incorporator are hereby ratified and> > confirmed.> > > > 2. Filing of annual statement> > RESOLVED that:> > a. The secretary of this Corporation is authorized and directed to prepare and to> > file or cause to be filed with the Secretary of State the necessary statement in> > compliance with Corporations Code section 8210; and> > b. The secretary is directed to insert a copy of that statement in the minute book> > following the minutes of this meeting.> > > > 3 Selection of annual accounting period and accounting method> > RESOLVED 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 fiscal> > year shall end on December 31st of each year.> > RESOLVED that the Corporation shall utilize the cash method of accounting for all tax> > reporting requirements, unless otherwise required by law.> > > > 4. Establishing principal executive office> > RESOLVED that 3435 Cesar Chavez #211, San Francisco, CA 94110, is designated> > as the principal executive office of this Corporation.> > > > 5. Establishing bank accounts> > RESOLVED that:> > a. The officers of the Corporation are authorized to obtain a federal I.D. number> > and take all other steps necessary to establish an account or accounts, on> > terms 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 an> > appropriate financial institution.> > c. All checks, drafts, and other instruments obligating the Corporation to pay> > money, including instruments payable to officers or other persons authorized to> > sign 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’s> > bank for opening a corporate account, as presented to this meeting, a copy of> > which is attached to these minutes, is adopted as the resolution of the board of> > directors; the secretary is directed to obtain the necessary signatures, execute> > the necessary certifications, and take such other steps as needed to open this> > account.> > > > 6. Ratification of Bylaws> > RESOLVED that:> > a. The bylaws adopted by the incorporator of this Corporation are approved; and> > b. The secretary of this Corporation is authorized and directed to execute a> > certificate of the adoption of those bylaws, to insert those bylaws as so certified> > in the minute book of this Corporation, and to cause a copy of those bylaws, as> > they may be amended from time to time, to be kept and maintained at the> > principal executive office of this Corporation.> > > > 7. Payment of Expenses of Incorporation> > RESOLVED that the officers are authorized and directed to pay the expenses of> > incorporation and organization and to reimburse the persons advancing funds to the> > Corporation for this purpose.> > > > 8. Establishing Agent for Service of Process> > RESOLVED that Rachel McConnell is approved as this Corporation’s agent for> > service of process in California.> > > > 9. Filing for Tax Exempt Status> > RESOLVED that the officers are directed to undertake all necessary filings for the> > purposes of establishing the Corporation as a tax exempt entity recognized under> > Internal Revenue Code § 501(c)(3) and under applicable California law, including any> > and 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 Informed> > RESOLVED, that the Corporation shall keep the Secretary of State's office properly> > informed as to any changes in the Corporation’s agent for service of process.> > RESOLVED FURTHER, that the Corporation shall file the required forms with the> > State Attorney General and keep that office property informed as to the Corporation’s> > status.> > > > 11. Authorization to enter into Contracts> > RESOLVED FURTHER, that the President of the Corporation is authorized to enter> > into agreements for the benefit of the Corporation in amounts not to exceed> > $______________ in the aggregate for any single transaction or series of related> > transactions.> > > > This consent may be signed in counterparts.> > > > Dated:__________________ _________________________> > Jake Applebaum, Director> > > > Dated:__________________ _________________________> > Mitche Altman, Director> > > > Dated:__________________ _________________________> > Noah Balmer, Director> > > > Dated:__________________ _________________________> > Andy Isaacson, Director> > > > Dated:__________________ _________________________> > Rachel McConnell, Director> > > > > > ------------------------------------------------------------------------> > > > _______________________________________________> > Board mailing list> > Board at lists.noisebridge.net> > https://www.noisebridge.net/mailman/listinfo/board> _______________________________________________> Board mailing list> Board at lists.noisebridge.net> https://www.noisebridge.net/mailman/listinfo/board
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