June 11, 2009

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Previous Meeting: June 9, 2009 Meeting Procedure Next Meeting: June 16, 2009


Time: 6:30 PM

Space: Taza (in the loft), map


  1. Ohio Form 532 - Articles of Incorporation
  2. Bank Account
  3. Federal Form 1023 - 501c3 Status
  4. Anchor Building Lease



Articles of Incorporation

  • In Ohio, to become a corporation (for- or non-profit) you have to file Articles of Incorporation. To do so you fill out Form 532 and send it to the Secretary of State's office.
  • Form 532 has several sections, most of which we were able to fill in at the June 9, 2009 meeting. We wanted to finalize the form and get it to the point of being signed and mailed in.
  • The name of the corporation has to be unique statewide. On the 9th, we decided to use "Cincitec, Inc." but in the meantime we found another corp called "Cincintech" and it was not clear whether our name would be allowed. So we chose a new name arbitrarily. "Sad Bee, Inc." Ask one of us for the story on how we came up with it.
  • We also found that to comply with the IRS's requirements to become a 501c3, we need to include certain language in our articles of incorporation and the Ohio Form 532 does not have a space to fill that language into. We need to find out the procedure by which we include extra articles, so that we can meet this requirement.

The form itself

Name of Corporation

"Sad Bee, Inc."


City: Cincinnati County: Hamilton

Effective Date (optional)

We might leave this blank, if not we will probably put 06/15/2009.


"The corporation is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)3 of the Internal Revenue Code, as now enacted or herafter amended, or the corresponding section of any future federal tax code."


We will be leaving this blank. Non-profits do not issue shares.

Initial Directors

Names, adresses, and signatures are on the form:

  • Chris Anderson
  • Dave Menninger
  • Craig Smith

Statutory Agent

Name, address, and signature are on the form:

  • Jason Bailey


  • So I (Dave) was a little bit unsure if we were totally ready to send in the paperwork. The other two board members and the statutory agent have all signed the paperwork and I'll be signing it once I have satisfied to myself that the following things are properly taken care of:
    • how to add additional articles to the form to ensure compliance with IRS's 501c3 requirements
    • initial bylaws written out and agreed upon by board
    • other legal responsibilities are made clear, such as annual reporting requirements, budget, etc
  • Once I think we have those things figured out, I will sign the form, write a $125 check, and get the form mailed to the state.

Bank Account

  • We believe that is is possible to get a bank account fairly easily by providing an EIN number.
  • We also believe that is is easy to get an EIN number online, by providing the name of a corporation and it's date of incorporation.
  • We will therefore obtain an EIN asap, using the names and dates we decided to put on the Ohio Form 532.
  • With EIN in hand we will get a bank account, and after that a paypal account.
  • Then we will start collecting money.
  • We are pretty sure we can do all this under the assumption that the paperwork to incorporate is in transit and will be approved.

Federal Form 1023 - 501c3 Status

  • It appears that the important requirements are that the Articles of Incorporation must:
    • state a purpose that compmlies with the 501c3 purposes
    • specify what happens to the corporations assets in the event of dissolution
      • This language should be able to be bolted on word for word from boilerplate language found online.
      • We just have to figure out how to attach it to our filing since there is not a box for this provided on the form.

The wording of the part about the distribution of assets will be: "Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes."

Anchor Building Lease

  • On Saturday, Craig and Dave will visit the building to go over the terms of the lease with Grant (and Doug?).
  • They have already provided us with a generic lease, and we will be talking about what customizations we think we need to put in.
  • Once we have this conversation, the landlords will write up a real version of the lease and then send that to us, at which point we'll hopefully be prepared to sign it.
  • The things we want to talk to them about are:
    • noise curfew - does it need to be in the lease? what types of hours are they thinking will work?
    • trial period - should we mention in the lease that due to the possibly unpredictable relations with the residential tenants in the building that we are in a trial period for some number of months and if things are not working out, we can break the lease without a penalty?
    • key copying - what, if any, is their policy on us copying keys? how many copies do we expect to make?

Next Actions

  • Dave is responsible for ensuring that the Ohio Form 532 gets properly filled out and complies with the 501c3 requirements.
  • Jason will be obtaining our EIN number.
  • Craig will take the EIN number to a bank (probably going to be National City) and get a bank account for the corp.
  • Dave and Craig are meeting up with Grant (and maybe Doug?) at the space and going over the lease.
  • Once the paperwork comes back saying we are incorporated, we will fill out another form that lets us operate under an additional name" "Hive13".