[Noisebridge-discuss] FOSS/H in the mission statement

Mitch Altman maltman23 at hotmail.com
Wed Jul 2 17:31:53 UTC 2008


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.' I'll ask her more details about this and let you all know. 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. Mitch. ------------------------> Date: Tue, 1 Jul 2008 13:38:45 -0700> From: rachel at xtreme.com> To: adi at hexapodia.org> Subject: Re: [Noisebridge-discuss] FOSS/H in the mission statement> CC: noisebridge-discuss at lists.noisebridge.net> > Andy Isaacson wrote:> >> Specific to the mission statement parts. Should we have a slightly > >> larger change and refer in our Bylaws to an external Mission Statement > >> document, or keep all mission statements in the Bylaws where they'll > >> have to be amended by an act of the Board?> > > > Well, AFAIK we do need to have a Mission in our bylaws for 'proving> > we're a bona fide nonprofit' purposes. The IRS and FTB are, in theory,> > going to look at whether our purposes are actually in the public benefit> > (as opposed to being for the benefit of a few people, for example) when> > determining if we qualify for tax exempt status, and are supposed to> > review whether we're actually doing the things that the mission> > statement says we're going to do as part of that.> > > > So my thinking is, if we explicitly call out in our Mission that we're> > developing public benefit software, then it'll be easy to say 'we're> > doing Good Works, here's the evidence' when we send off to the tax> > people. By contrast, if we just go with the more general umbrella> > statement, then it's a bit more work to connect 'projects related to art> > and technology' to public benefit and thence to free software.> > > >> If the answer to that is, > >> eh, leave them in the Bylaws, we're gonna do whatever we want anyway - > >> then Andy, I think it's probably not worth adding the FOSS language.> > > > It sounds like you're concerned about costs of adding to the mission> > statement. I agree we don't want to be going back and forth with the> > lawyers any more than necessary; is there additional cost beyond that?> > I see no additional costs except for time. You've convinced me it's > worth keeping a Mission Statement in the Bylaws and I agree that FOSS/HW > makes sense for us. (I moved your line up from #5 to #3 so the 'stated > purposes' and 'incidental' language that was previously below, will now > more clearly refer to the FOSS line.)> > I've pasted the mission statement from the Bylaws below. I propose we > take today, and if necessary a bit of tonight, to decide if we need to > change it any further, and by the end of today, freeze the whole Bylaws > (the rest has been gone over quite thoroughly already). We do not want > to go back & forth with lawyers any more than necessary!> > I am happy with it as it stands, below - Andy's modification included.> > Rachel> > ==================================================> The specific and primary purpose of the Corporation is to engage in > scientific, charitable and educational activities within the meaning of > Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, or > the corresponding provisions of any future United States internal > revenue law (the 'Code'), including but not limited to:> > 1. To provide work space, storage, and other resources for projects > related to art and technology.> 2. Through talks, workshops, collaborative projects, and other > activities, to encourage research, knowledge exchange, learning, and > mentoring in a safe, clean space.> 3. To develop, support the development of, and provide resources for > the development of free and open source software and hardware.> 4. To foster, by all legal means, the common purposes of its > participants.> 5. To conduct or engage in all lawful activities in furtherance of > the stated purposes or those incidental to them.> > The activities of the Corporation shall be performed in service to and > with guidance of the community of participants. Notwithstanding any > other provisions of these Articles, the Corporation shall not carry on > any activities not permitted to be carried on by a corporation exempt > from federal income tax under Section 501(c)3 of the Code.> ==================================================> > _______________________________________________> Noisebridge-discuss mailing list> Noisebridge-discuss at lists.noisebridge.net> https://www.noisebridge.net/mailman/listinfo/noisebridge-discuss
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://lists.noisebridge.net/pipermail/noisebridge-discuss/attachments/20080702/fb3afa73/attachment-0003.html>
-------------- next part --------------
A non-text attachment was scrubbed...
Name: BYLAWS (from Carol Gee).doc
Type: application/msword
Size: 75776 bytes
Desc: not available
URL: <http://lists.noisebridge.net/pipermail/noisebridge-discuss/attachments/20080702/fb3afa73/attachment-0006.doc>
-------------- next part --------------
A non-text attachment was scrubbed...
Name: BYLAWS OF Noisebridge.doc
Type: application/msword
Size: 72192 bytes
Desc: not available
URL: <http://lists.noisebridge.net/pipermail/noisebridge-discuss/attachments/20080702/fb3afa73/attachment-0007.doc>


More information about the Noisebridge-discuss mailing list