A Brief Tour of Our Legal Revisions

Board of Directors.

Posted to Legal on Fri Apr 11, 2008 at 01:58:45 PM EST (promoted by port1080). RSS.

Long ago, we managed to hash out a set of Articles of Incorporation and Bylaws that we intended to submit when TnT became a nonprofit corporation.  Before we proceeded, it was agreed that we would find a real lawyer to look over these documents and offer advice.  At long last, we have managed to do just that.  If there are no objections, we intend to file with the requested changes applied.

The new proposed Articles of Incorporation is simply a change in boilerplate, from the Nolo version to one preferred by our lawyer.  The Nolo text was a little old, and some of it was redundant with respect to California law.  The replacement text contains a minimal amount of content, because anything we might want to change in this document will require us to get the Government of California involved.  What is left is our corporate statement of purpose, plus the text required to meet 501(c)(3) compliance.

The proposed changes to our Bylaws are best viewed as a diff against our original base version.  There are four types of changes made:  Clarifications of original text, procedural changes, boilerplate replacement, and a few additions.

The only big procedural change is in the way we select new Directors:  Rather than have Directors nominate interim successors, we would use a Nominating Committee.  The rights of members have also been explicitly delineated to what is outlined in the Bylaws and not the Corporations Code.

Boilerplate was swapped in the bylaws to describe meetings in 2.06, quorum in 3.09, action without a meeting at 3.10, and the Indemnification section in Article V.

Most of the rest of the additions to the Bylaws are rules that already exist in the California Code.  This includes the new sections 3.17 and 3.18, and the whole of Article XI.  It is currently the understanding of everyone involved that the restatement of nonpartisanship in section 11.07 will only apply to activities undertaken as a corporation:  Rich Dubielzig could promote a candidate as much as he wanted using the user handle "3fingerspointback", but not in any posting under "Board of Directors" or using TnT funds.

Unless any further objections can be found to these documents, it is our intent to vote to adopt them and file for incorporation next week.

(RD)