LO_OP2013bylaws

 **** LO*OP Center's Corporate Documents **** (Back to Corporate Business page)

California Articles of Incorporation:

 * Comments on page above by Liza Loop, Nov. 2, 2013** - The actual seal is gold - I'll recopy it later in color.


 * Comments on Articles, page 1, above, to Board Members by Liza Loop, Nov. 2, 2013** -
 * 1) Please read the Specific Purposes at the top of page 1. Board Members, it is your responsibility to be sure we are doing this. Bring any questions you have about this to my attention.
 * 2) "Operating a center" in 1975 did not anticipate going virtual. If we close the offices in Milpitas in the future we may need to address this purpose and amend these Articles to reflect this new reality.
 * 3) I believe we moved the principal office to Santa Clara County at one time but it will be a struggle for me to find the minutes where this happened. An easier solution will be to pass a new motion affirming that the principal offices are, presently, in Sonoma County, CA. I'll draft up a motion to this effect and circulate it for your vote.




 * Comments on Articles, page 2, above, to Board Members by Liza Loop, Nov. 2, 2013** -

Article Eight is important because LO*OP owns some artifacts that have demonstrable market value. Museums usually do not record the market value of collections as assets because they do not intend to sell them. However, it is your responsibility to prevent LO*OP's assets, whether physical or monetary, from slipping into private hands. I am very careful about this as is appropriate in the light of my general control over the day-to-day operation of the corporation. We are allowed to sell items but the cash generated may not be used for private purposes, it must be retained by LO*OP. If or when we wind LO*OP down all assets must be donated to another public benefit organization.




 * Comments on Articles, page 4, above, to Board Members by Liza Loop, Nov. 2, 2013** -

Of our three original incorporators, Dean has passed away, I've lost track of Joyce and I'm still here. It's has been a great ride so far!

LO*OP Center Bylaws



 * Comments on Bylaws, page 1, above, to Board Members by Liza Loop, Nov. 2, 2013** -


 * On Article III:** Nonprofit law is confusing when it talks about "members". Here it is talking about members of the Board of Trustees (we didn't use the word "directors" in the original documents). You-all are the "members". At some point in the future we may establish museum memberships. The folks who join that group still have no input or responsibility for the governance of the corporation.


 * On Article IV.1:** At some point in the past we changed the minimum number of Board members to 5 and the maximum to 9. If I can't find the minutes where this was done I'll ask you to redo it by email. It's nice to have an odd number in case there is a disagreement. If all of you get elected and continue to serve we will have 8. That's fine by me for the moment but I'd like us to recruit at least one new, younger member as soon as possible. I have in mind the Stanford professor, Fred Turner, who has been enthusiastically promoting this project for years. I'll contact him in the next few weeks with your approval.


 * On Article IV.2:** This is all boiler plate I believe.


 * Comments on Bylaws, page 2, above, to Board Members by Liza Loop, Nov. 2, 2013** -


 * On Article IV.3:** We need to take official action to remove one of our former Board members, Jacky Hood. Jacky has made significant contributions to LO*OP through the years and I very much appreciate both her dedication and much of her management skill. Unfortunately, I am not able to satisfy Jacky's zeal for frequent meetings and rapid action. She is not able to meet my standards of financial precision and deliberate planning. Jacky's removal will be part of the set of motions I'll circulate via email. Please contact me for further discussion.
 * Comments on Bylaws, page 3, above, to Board Members by Liza Loop, Nov. 2, 2013** -


 * On Article IV.6:** This is our regular (annual) meeting. Somewhere in the old minutes we officially adopted electronic notices and email, electronic conference or telephone for attendance and voting.




 * Comments on Bylaws, page 5, above, to Board Members by Liza Loop, Nov. 2, 2013** -


 * On Article IV.11:** If our minimum authorized board is 5 then 3 is a quorum. However, we now have 8 board members so 5 would be a quorum. This meeting is taking place mostly asynchronously. If you vote by email, you are officially present at the meeting whether or not you log on to the meeting at 2 on Sunday. It is likely that we will lack a synchronous quorum at that time. If this causes a problem for anyone, please let me know. I'm not sure what the current legalities are.


 * On Article IV.12:** When LO*OP was formed it was legal for 49% of the Trustees to serve as paid employees or consultants to the corporation. That has changed and I have to review the current rules. Since none of us are paid at the moment we do not have a problem. It could come up in the future so we need to update our knowledge soon.


 * On Article V.1:** We don't have a designated Vice-President at the moment. Since I can hold two offices I guess I'm VP as well right now. Would someone please volunteer?






 * Comments on Bylaws, page 5, above, to Board Members by Liza Loop, Nov. 2, 2013** -


 * On Article V.8:** Secretary is a very important and often neglected role in corporate governance. At the moment Richard is secretary and, through no fault of Richard's in his new position, our minutes are in disarray. If the Trustees are willing, I'd like to appoint Richard and Deirdre as co-secretaries. Then the three of us can take on the task of getting our records in proper order. The fact that we live near each other is a definite convenience. If we do not get to this matter on Nov. 3 I'll add it to the circulating motions.




 * Comments on Bylaws, page 5, above, to Board Members by Liza Loop, Nov. 2, 2013** -


 * On Article VI.2:** I think I'm the sole signator on LO*OP's checking account. I'll put together an additional motion permitting me to add Jonah in the future.




 * Comments on Bylaws, page 5, above, to Board Members by Liza Loop, Nov. 2, 2013** -


 * On the Certificate of Secretary:** I see that I'm not working from a conforming (signed) copy of the Bylaws. If I can't find one we should adopt these Bylaws again. I'll get back to you on that.

Thank you, Richard, but we don't need to go down this path. (Liza, Nov. 1, 2013) "We have no bylaws. Let's create them when we have a need for them or even earlier. Until then, let's run casually and consult Robert's Rules when we have a problem worth addressing.

Revised 1 Nov 2013 by Richard Karpinski known as Nitpicker77"