[Noisebridge-discuss] Noisebridge structure

Andy Isaacson adi at hexapodia.org
Fri May 30 23:38:20 UTC 2008


On Fri, May 30, 2008 at 12:35:42PM -0700, Noah Balmer wrote:
> I think the best way to ensure that the corporation follows the will of the
> membership is to build it into the mission statement/statement of purpose in
> both the bylaws and the articles.  Something along the lines of "acting in
> the interests of the community served".  The section of the bylaws on
> director's standard of care could be more explicit about seeking input from
> the group too, but the first obligation is the mission statement, and if we
> don't make it clear that the corporation exists to serve the interests of
> the participants it might not hold up as well.

Agreed, I think that's very important if we take a strong-board tack.

> On a related subject, scientific research , as long as it's public, is a
> 501(c)(3) charitable purpose too, so we might want to mention research along
> with education in the statement of purpose to increase the range of
> activities that we can say are serving our charitable purpose.

IIRC there are some caveats WRT "scientific" in the 501(c)3 case law.
I'll dig out my Nolo book and see if it sheds any light.  (Maybe I'm
confusing "scientific research" with "medical research".)

> The current statement in the bylaws reads:
> *Noisebridge offers work space and storage to pursue projects related to art
> and technology. Through talks, workshops, and projects people work on
> together, we encourage knowledge exchange, learning, and mentoring in a
> safe, clean space.
> 
> *I was thinking we could add something along these lines:*
> **Noisebridge offers work space and storage to pursue projects related to
> art and technology. Through talks, workshops, and projects people work on
> together, we encourage collaborative research, knowledge exchange, learning,
> and mentoring in a safe, clean space. Our activities are performed in
> service to and with guidance of the community of participants.*

I had some concerns about the statement of purpose; there are specific
things you need to put in there to ensure the nonprofit can do all the
things you want it to do.  Again, Nolo has some advice about this.

(basically if the Statement doesn't say "we're going to do foo" you
might get in trouble if you do foo.  It can say "and we're also going to
do other stuff that we think will further our charitable purpose" as a
catch-all though.)

We also want to make sure that our mission statement doesn't make us
sound like a Mutual Benefit Nonprofit -- it's critical for 501(c)3 that
we benefit a community of the public, not just the members (or Members)
of the corporation.  We don't have to benefit the *whole* public, but
some community is necessary.

-andy



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