So im doing a shitty job of doing what im supposed to be doing.

1.) Name. After short discussion, we’ve decided to use the name “Collab21″ and incorporate as an LLC in the beginning using “Collab21, LLC”. We have agreed that fictitious business names can be used when necessary in the future. Ben will set up LLC, Rob will set up hosting and domain registration.

2.) Bank. Beth, Chris, and Ben will research banking options once we have an EIN and Articles of Inc.

3.) Fundraiser. Will hold on 12/12. Look for space. Theme is “Do Yourself”. Each member can bring up to four ideas with layout, costs, and space required by our next meeting. Ideas included: t-shirts, trashbag bag, throwie, block printing, macros, bent circuits, keyboard hacks, spirograph, origami, beer, block print playing cards, projection drawing. Merch for sale includes: t-shirts, buttons, postcards, business cards (not for sale), badges, and prints.

4.) To do for next meeting:
a.) 4 things you want to do.
b.) Find space
c.) T-shirt printing quotes and ideas
d.) Logo
e.) domain name and hosting (Rob completed already)
f.) projector procurement
g.) LLC
h.) Create mailing list
i.) Create a de.lic.ious account and use tag “Collab21″ for tagging things of interest.
j.) Keep receipts and record of hours spent for the future.

1.) Finalizing Name
2.) Filling out LLC paperwork
3.) Discussing co-op vs. LLC for the future
4.) Fundraiser 1 – costume party
5.) Finding space
6.) Funding in addition to fundraisers.
7.) How to make money in the beginning.

Tim, attorney, gave presentation regarding various organizational models for companies in California. He is most familiar with Cooperatives. He recommended using Jenny Casen (510-535-1011) as an attorney to help with Bylaws, organization, and paperwork, as he is not accepting new clients. Another attorney is Van Baldwin.

Accountants necessary for a larger organization are bookkeepers (day to day expenses and record keeping), CPA (auditing), and tax preparer (for filing taxes and making sure everything is legal).

• Partnership – What government views you as if you do not file any paperwork. Everyone in partnership is liable when sued. Taxes are paid as individuals
• C-corp (subchapter C in tax code) – property rights rule. One person can have more than one voting and earning share in the company. File taxes as a company on profit, then as individuals.
• S-corp – can’t save money, 12 (or 35) owners maximum. File taxes as a company and then as individuals.
• LLC – more flexable than S-corp as you do not have to have structure. Taxes are different, but you pay tax on every dollar you earn as a company. It’s open ended as far as organization, but will get taxed a lot more over time than a coop or a corp. However, you’re able to pass money to members without paying payroll tax (more money for individuals, less for company).
• 501(c)(3) non-profit. Public benefit corporation. The majority of board members cannot be “economically interested” in corporation. Less taxes. Could run a non-profit for public benefit and taxes, and have a corp for profit sharing (if you’re to organize as a co-op).
• Coop. Requires bylaws and structure. Will talk more about this in our next meeting.

I have a diagram that I will re-draw and show people at the next meeting regarding the tax and spending structure of a co-op or a corp.

Things of interest to me:

• A coop is a T-corp, meaning the guidelines are in subchapter T of California’s tax code
• In a coop, members get wages. Non members also get wages. At the end of the year, if there is profit, members get a share of that based on either ratio of hours worked to the total, or ratio of wages earned to the total. You can set up rules in teh bylaws to have founders make bonuses based on the fact that they were in the company before profit existed…but that’s legal and bylaw specific.
• Never give money generated by non-members to members…give it to the company.
• An LLC has a “self-employment” tax for every dollar received. Also, all corp’s are responsible for 15% tax on wages for social security. In co-ops and corps, half is paid by employee, half by company.
• http://usworker.coop for Worker Ownership Fund (initial startup funding for co-ops) and for documentation.
• LLC has revenue tax and not corporate tax. The revenue tax kicks in once you make $250,000. At $500k, the tax is $900, at it maxes out at $5,000,000, where the tax is $6000. This is in addition to the self-employement tax.
• No tax the first year, but hte second year has a minimum of $800 tax regardless of profit.
• Look for attorney and accountant(s)/bookkeeper(s). Also, find sample bylaws in Nolo Press guides or from Co-op Incorporation Source Book.
• Meet guys from http://techcollective.com/. They do IT work and are organized as a cooperative corporation. Could use them for advice and IT work .

1.) We continued brainstorming on the name. We decided that the name we will decide is “Switchbox”. If any non-present member has an issue, they are asked to offer one suggestion per person, at which point we can vote on a name on Tuesday, November 20, 2007 before 6pm. Paperwork for the LLC will begin after that point.

EDIT:
Ben: “After talking with some people (Beth included), the point of fictitious business names came up. Basically, we can have a legal name, which is what all business is filed under, and then have other fictitious business names (filed with SOS) that can bill and represent certain aspects of the main corporation. I was thinking that ‘Switchbox’ would be good for me, but I think ‘Collab21′ or ‘Collab 21′ would be better for the whole. Therefore, my suggestion and vote is changed to either ‘Collab21 LLC’ or ‘Collab 21 LLC’. I would like to be in the group who chooses ‘Switchbox’ as their fictitious name.”
Rob: “”
Beth: “”
Zach: “”
Pat: “”
Chris: “”
Katie: “”

I. Discussed various corporation options. Anonymously voted to form an LLC and organize as a coop. The LLC paperwork will be filled out when we have a name.

II. Discussed names. Voted ideas are as follows:
Collab (1)
Box (5)
Box AND 21 (4)
Collab AND 21 (2)
Shadowbox AND 21 (2)

Ultimately, we decided to use the work “box” in any of its forms. We decided to continue brainstorming on our own, and meet on Saturday to finalize.

III. We decided to skip board and rules for now. We will pick up discussion when we have a company.

IV. Fundraising. Ideas were brainstormed, and three resolutions were decided on. These are: (i) We will have regular fundraisers; (ii) Our first fundraiser will be a costume party with the theme “Procrastinators Halloween”, and; (iii) We will have a fundraiser where we have 21 designed goods or services for auction. The additional details will have to be discussed in a future meeting.

V. Meeting adjourned at 9:45pm

EVENTS
———
NoBAWC

Where: Modern Times Bookstore
888 Valencia St. San Francisco @20th St.
Midway between 16th @ 24th St. BART, accessible by many Muni

When: Monday November 26th 7-9pm (Please note, the meeting IS a little earlier this time 7, not 7:30)

Guest Speaker: Tim Huet
Tim has been involved in worker cooperatives for a long time. In 1994 he helped start the Arizmendi Bakery and the subsequent Arizmendi Development Support Collective of which he is still an active member.

Green Citizen – recycled computers
Cellspace
Art House
Big Umbrella – talk to Beth (I don’t know the details)

REVISED PRIORITY LIST
—————————

1. Name of company

2. Incorporate

3. Fundraisers

4. Find Space

5. Figure out pricing based on initial and future space

6. coop guidelines

7. Rules

8. Group guidelines

9. Membership guidelines

10. Move in

11. Website

12. Get more members (up to 21)

13. Produce and collaborate!

Agenda

1. Research LLC vs. Corp

2. Name of company

3. Board

4. Rules

5. Group guidelines

6. Membership guidelines

Next week, we will be having a meeting on Wednesday night (11/14) at 8pm at either Ritual or Ben’s house. Let’s meet at Ritual, and if there isn’t enough room, we’ll move a few blocks to Ben’s house.

I’d like to burn off items starting from the top of the priority list. If someone isn’t available that has researched this information, skip it, and move on. The priority list should be the agenda, and should also be reorganized every week so we have an updated priority list.