[Noisebridge-board] incorporation approved

Tue Oct 7 20:52:22 UTC 2008

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
> 
> 
> ------------------------------------------------------------------------
> 
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