THE THIRD FLOOR
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| ARTICLES OF INCORPORATION | .doc | |
| Adopted: 15 April 2005 | ||
| BY-LAWS | .doc | |
| Adopted: 15 April 2005 |
TO DO - TTF Financial Policy. (Finance Committee)
TO DO - 501(c)3 Application. (Steiner/Pherson)
TO DO - State and Federal Tax ID's. (Lucas/Barklow)
TO DO - Finish the application for incorporating. (Kim
roxors)
TO DO - Sign and notarize AoI. (Kate Lucas roxors)
TO DO - Road trip to badger civil servants. We'll blind them
with the
flashes of our cameras!!! (We all roxors)
13 April 2005 Documents
* TTF-Articles-13Apr05
* TTF-ByLaws-13Apr05
- Articles of Incorporation, Article 5: Inserted Section 5, verbatim
from IRS guidelines. (Thanks Kim)
- Articles of Incorporation, Article 9: Added Jennifer Barklow's
address. (Thanks Jen)
- Articles of Incorporation, Article 10: Added Nathan Landaas's name
and address. (Thanks Marissa/Sandie)
- By-Laws, Article 6, Section 2(D): Fixed formatting of first line.
(Thanks Kate)
- By-Laws, Article 7, Section 5: Added the word "exists" after "cause"
in the first sentence. (Thanks Kate)
12 April 2005 Documents
* TTF-Articles-12Apr05
* TTF-ByLaws-12Apr05
- Articles of Incorporation, Article 9: Added Haus's contact
info.
- Articles of Incorporation, Article 9: Added Lucas's name,
will get
contact info shortly.
- Articles of Incorporation, Article 10: Fixed Bushell's
address.
- By-Laws, Articles Everywhere: Moved "Members" and "Seal"
Articles up to the beginning, and redid the Section
numbering. Improvement?
Who knows...
05 April 2005 Documents
* TTF-Articles-05Apr05
* TTF-ByLaws-05Apr05
(Incorporation of changes discussed at 1 Apr 2005 meeting with Paul
Tanis)
**Please review the new Section 5.3 in the By-Laws and send out any
points of discussion!!!
- Articles of Incorporation, Article V: Separated into two sentences
for clarity.
- Articles of Incorporation, Article VIII: (Written Action) Removed
section, already set up in By-Laws. Moved up other sections.
- By-Laws, Section 3.8: Removed "with or without cause", on advice of
Tanis.
- By-Laws, Sections 4/5: Flipped these two around so Officers section
is after BoT section for clarity.
- By-Laws, Section 4.1: Added sentence to indicate only trustees can
hold officer positions.
- By-Laws, (Inserted) Section 5.3: New section to describe "cause".
Moved other subsections down.
- By-Laws, (Inserted) Article IX: Put section about corporate seal back
in, on advice of Tanis.
- By-Laws, (Inserted) Article X: Put section about Members back in, on
advice of Tanis.
01 April 2005 Documents
* TTF-Articles-01Apr05
* TTF-ByLaws-01Apr05
-These are the documents we went to Paul Tanis with.
-Minor formating fixes from after 31 March 2005 documents.
31 March 2005 Documents
* TTF-Articles-31Mar05
* TTF-ByLaws-31Mar05
-By-Laws, Article 5.2 (B): Fixed inconsistent
plurality for Vice Chairs.
(Thanks Kait S.)
-By-Laws, Article 5.2 (D): Fixed spacing issue. (Thanks Kait
S.)
-Articles of Incorporation, Article X, XI: Added/Updated Kathryn, Greg,
Geneva,
Emily, Dan's addresses.
-Articles of Incorporation: Changed articles titles to look like the
by-laws.
-Changed all references of 2004 to 2005.
-Added page breaks to both for consistent reading.
-Changed all references to corporation to "The Third Floor".
-Fixed the rest of the Katie to Kathryn's. (5:30pm)
-Fixed Bobby to Robert. (5:30pm)
29 MARCH 2005 DOCUMENTS
* TTF-Articles-29Mar05
* TTF-ByLaws-29Mar05
-Find/Replace of all "Directors" to point to Trustees, YEB members as
intended.
(Thanks Emily, Marissa)
-Fixed formatting/indenting consistency.
-Articles of Incorporation, Articles IX, X, XI: added or updated names
and
address, still much missing!
-By-Laws, Section 4.11: flipped 'associated discussion' and
'nomination' to
clarify that the association was not only with the nomination.
-By-Laws, Sections 4.3/4.4: changed 'shall' to 'may', see discussion
point.
-By-Laws,
Section
3.9: removed "If the death is caused by another trustee, that trustee
may not
participate in the vote to select a successor." LOL! I added that while
Kim was
using the restrooms... thought she'd catch it before it got emailed out
;) I
didn't even catch it for the 29Mar05 version till the Marissa pointed
it out.
(Thanks Marissa)
28 MARCH 2005 DOCUMENTS
* TTF-Articles-28Mar05
* TTF-ByLaws-28Mar05
-As compiled and edited by Kim and Nash following the 26 April 2005
meeting.
DISCUSSION POINTS:
* Articles of Incorporation, Article V: Does this
section regarding
political prohibitions legally need to be so strict, specifically the
second
half regarding no statements? Can this be changed to "no
substantial
part," rather than outright prohibition?
- This is required by law.
* Articles of Incorporation, Article VIII: Can the
article be stricken
because it exists in the By-Laws, or is this something that must be
expressed in
the AoI? If it must be retained, is it alright to revise
Section 3.6 of
the By-Laws to eliminate the duplicated text?
- Can strike and just have in By-Laws.
* By-Laws, Section 3.13: What exactly does this
mean? What
situations will this be of value to the corporation? Can it
be more
clearly stated?
- No changes needed. Section allows us to waive requirements
for notification of
meetings if its convenient. The last part is to protect against secret
meetings.
* By-Laws, Section 4.11: 29Mar04 version changes
'directors', to Board
of Trustees. This is who we were supposed to be referring to
regarding
approval for compensation, correct? Not the YEB?
- Yes, we are referring to BoT.
* By-Laws, Sections 3.8, 4.3, 4.4: Are there any
legal issues regarding
the removal of Trustees by Trustees, YEBs by the YEB, and YEBs by the
Trustees?
Changed "shall" to "may" in 4.3 and 4.4 to reflect that either has the
option to
start removal process of YEBs. Does this properly reflect our
intent?
- This is allowable.
* By-Laws, Article 8: Can this section be broken up
for clarity?
Play 'find the period' with the first sentence...
- We forgot to talk about this!
* Can we get any other founding members in on the First Board of Trustees???