[volunteers] Corporate by-laws, articles of incorporation, and other bureaucracy

[Rick Moen]

Quoting Ron Guerin (ron at vnetworx.net):

> It would be be nice to see those.

By-Laws are at http://www.baylisa.org/board/bylaws.html

I'm re-acquiring the text of BayLISA's Articles of Incorporation for
you.  Bad timing on my part:  I had them in my custody (on paper) in my
capacity as BayLISA Treasurer for six years, and also for two years as
Secretary before that, but it never occurred to me to make a photocopy,
and I gave them a week ago to Guy Purcell, my successor as Treasurer.

Anyhow, I just asked Guy to send me a fax or scanned image of the
Articles, so I can retype them and _both_ send them to you and append
the Articles' text to http://www.baylisa.org/board/bylaws.html .

Here's the big picture:

1.  When you incorporate, your Articles of Incorporation are an ultra-brief
statement of the corporation's name, state, purpose, and some other
strictly essential aspects of a corporation.  BayLISA's are, if memory
serves, two brief paragraphs.  For a non-profit public benefit
corporation (as opposed to a for-profit corporation), the 'shares' are
deemed to be held by the members, one vote per member, and are not
actually bought and sold.

For the _purpose_ of the corporation, you want to go as broadly as the
corporation might ever need to even contemplating going.  See:
http://www.northwestregisteredagent.com/pdf/CORP-General-Articles-of-Incorporation.pdf
Basically, the Articles constrain what the corporation _may_ do, so,
even if the corporation is an airline, the Articles would probably say
'organized to conduct any and all business for which corporations can be
organised', because there's no advantage to foregoing in advance any
other sort of business activity.  

The only common reason you qualify the corporate purpose further, in your
Articles, is to qualify for an IRS tax-exempt category.  For example,
BayLISA intended to get (and got) IRS tax exemption recognition as a
501(c)(6) non-profit business, so BayLISA's by-laws say something like
'to further the interests of the system administration profession'.
As you might imagine, the constraints on 501(c)(3) charities are quite a
bit more extensive, so by-laws for a corporation organised for that
purpose need to be drafted very carefully with those requirements in
mind (because it would really suck to wait 2 years on your IRS
application for 501(c)(3) recognition, and then get turned down flat
because your Articles or by-laws or written operating procedures technically
permitted excessive non-charity-like corporate activities).

2.  The by-laws, then, are the implementation details of how the corporation 
runs its affairs from month to month -- within the framework set by the
Articles.


3.  The contents of
http://www.baylisa.org/twiki/bin/view/Main/OfficeTreasurer , a wiki page of
everything my successor needed to know in order to continue to meet
BayLISA's regulatory requirements, is attached.  I recently rewrote and
greatly expanded it, because things had become extremely screwed up, and I'd
just unscrewed them:  BayLISA's corporate status had been suspended twice,
with the Board being clueless about this happening and why on both
occasions, and my having to find that fact out, explain it to them, and tell
them how to fix it.  (The second time, I fixed it myself, as the Board was
still not in control of the situation and had merely outsourced the entire
job of annual filings to a friendly CPA who, apparently at some point ceased
to do our filings, and the Board never even noticed.)  So, this page starkly
and minutely documents everything that must be done, and how to fix
screwups, so that my successors as Treasurer can do their job.

I'm having to file-attach it because the wiki's accessible only to
BayLISA members who know their membership passwords.  Nothing
confidential on it, though.


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