Well I asked, because I read the original certificate posted on Haiku Inc.s website, and there is nothing in this regard (by-laws). But, if you have a copy or draft kicking around somewhere, that would be great. http://haiku-inc.org/documents.html Secondly, "*In addition, a meeting of members must be held annually for the election of directors and the transaction of other business on a date fixed by or under the by-laws. (See Section 603 of the Not-for-Profit Corporation Law*." Perhaps there were meetings, but the last documented one was in 2011! http://haiku-inc.org/documents.html I just think this is not running as legitimately or efficiently as it could and should be. On Tue, Sep 30, 2014 at 8:21 PM, Urias McCullough <umccullough@xxxxxxxxx> wrote: > On Tue, Sep 30, 2014 at 4:54 PM, Karl vom Dorff <karlvd@xxxxxxxxx> wrote: > > "The existence of the corporation begins upon the filing of the > Certificate > > of Incorporation with the Department of State. After the corporate > existence > > has begun, an organization meeting of the initial directors designated in > > the Certificate of Incorporation must be held for the purpose of adopting > > by-laws, electing directors and the transaction of any other business. > (See > > Section 405 of the Not-for-Profit Corporation Law.)". source > > > > Can Haiku Inc. please confirm whether they adopted by-laws at the initial > > meeting? > > Other than the certificate of incorporation papers, I'm not sure I've > ever seen different bylaws that were created by Haiku, Inc. (and it > seems Mr. Phipps confirms this) > > They don't state *how* the board is elected - so we may have to amend > that very soon. They do however state the purpose of the organization, > how funds are to be handled, and how dissolution is to be dealt with. > > Some items have been amended via meetings since then, such as the > board of directors, official address, etc. > > > I do find the situation somewhat questionable that the same board of > > directors have been at the helm of Haiku Inc. (whether legal or not) for > so > > long. Also, that there are only annual meetings. > > > There has been interest here to form these By-Laws. If the current board > is > > incapable, and NY state law says by-laws are mandatory, then perhaps a > > committee should be set up to advise the board. > > Well, the bylaws could basically state that the current board of > directors is in charge of electing the subsequent board of directors - > which is a perfectly viable option for bylaws. This is basically what > has occurred thus far, but I haven't seen it documented as such. > > That would quickly fix the "loophole" you're calling attention to. > > What it seems we are *not* doing, is having the annual meeting to > re-elect the board of directors. This apparently needs to start > happening. As such, since the source you quoted does say that an > annual meeting is mandatory, I think we're out of compliance at the > moment. > > > This concerns me less, and I do not know what the arrangement is with > Adrien > > and Haiku Inc. either, but this is interesting i.e worker's comp: > > > > "Non-profits which have paid staff must comply with minimum wage laws, > and > > with the requirement in most states to obtain workers compensation > > insurance." source > > This usually only concerns actual employees. For contract employees, > Workers' Comp insurance is generally unnecessary. If it was, then > every time you pay someone to produce work product for you on the > internet, you would be forced to pay for workers' comp insurance on > that individual. This would be an insane situation. If Adrien was > working in an office environment provided by Haiku, Inc. while doing > contract work, then things might be a little murkier. Also given that > Adrien doesn't even live or work in the U.S., I'm pretty sure that's > completely out of NY jurisdiction. > > There are also some Workers' Comp requirements for volunteer staff, > but this usually revolves around certain job duties, such as volunteer > firemen (and other high-risk jobs), etc. > > Considering I write insurance policy management software for a living > (including Workers' Comp), and have been doing so since 2001, I feel > pretty safe making these statements :) > > -- Karl vom Dorff BScH Biology (German Minor) numbdesign.com