[gentoo-trustees] NFP application

[Corey Shields <cshields@gentoo.org>]

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Thanks!   Can we all get photocopies as well?  Those of us on the list
should have a copy for our own legal purposes.

In Article V, "shall be as provided in the bylaws", you are talking
about the bylaws that the initial board of trustees will be setting up,
correct?  The same bylaws that will be submitted along with the IRS 501
application, AFAIK.   Let me know if I'm off course there.

Cheers!

- -Corey

Daniel Robbins wrote:
|>I think we would all like a copy when possible   :)
|>
|>Cheers!
|
|
| Here is a copy of the basic text (minus my address as the agent, which
| wasn't added to the doc yet) of the articles of incorporation. You
will need
| an actual photocopied copy of the approved/authorized documents to
open up a
| bank account, though.
|
| Note that I am listed as "incorporator." That simply means that I am the
| person establishing the NFP. It does not give me any official role on the
| NFP itself.
| Also, there is a blank area for the "agent" of the corporation. I was
listed
| as the agent in the printed articles. The agent is the official contact
| point for the corporation in the state of New Mexico, so if someone
tries to
| sue the Foundation, they will contact the Foundation by contacting the
agent
| (me,) and I will pass their papers to the trustees. The "agent" of the
| corporation can easily be transferred to another person, and should be at
| some point in the future. Also, there is a mention of a "501(c)(3)" in
these
| articles. That part is simply saying that if the not-for-profit dissolves,
| the assets of the Foundation will be distributed to nationally-recognized
| 501(c)(3) charities.
|
| Beyond the addition of my name and address under the "agent" section, this
| is the actual paperwork that is being processed in Santa Fe right now.
|
| Articles of Incorporation for
| 	Gentoo Foundation, Inc.
|
| 	The undersigned, a natural person of the age of eighteen (18) years
| or more, acting as incorporator of a corporation under the New Mexico
| Nonprofit Corporation Law, adopts the following Articles of Incorporation
| for such corporation.
|
| Article I.  Name
|
| 	The name of the corporation is Gentoo Foundation, Inc.
|
| Article II.  Purpose
|
| 	The corporation is organized, and shall be operated exclusively to
| promote an open forum for the development and advancement of linux related
| programs in an open and free environment, and for educational
purposes;  to
| engage in activities relating to the aforementioned purposes;  and to
invest
| in, receive, hold, use and dispose of all property, real, intellectual or
| personal, as may be necessary or desirable to carry into effect the
| aforementioned purposes.
|
| Article III.  Powers
|
| 	The corporation shall have all powers conferred upon nonstock,
| nonprofit corporations, organized under  New Mexico Nonprofit Corporation
| Law and any successor provision, thereto, now enacted, or hereafter
amended.
| The corporation shall distribute its income for each taxable year, at such
| time, and in such manner, as not to become subject to the tax on
| undistributed income imposed by Section 4942 of the Internal Revenue
Code of
| 1954, or any successor thereto, as amended from time to time.  The
| corporation shall not engage in any of the following activities.
|
| 1.	The corporation shall not engage in any act of self-dealing, as
| defined by Section 4941(d) of the Internal Revenue Code of 1954, or any
| successor thereto, as amended from time to time.
|
| 2.	 The corporation shall not retain any excess business holdings, as
| defined in Section 4943(c) of the Internal Revenue Code of 1954, or any
| successor thereto, as amended from time to time.
|
| 3.	The corporation shall not make any investments in such manner as to
| subject it to the tax under Section 4944 of the Internal Revenue Code of
| 1954, or any successor thereto, as amended from time to time.
|
| 4.	The corporation shall not make any taxable expenditures, as defined
| in section 4945(d) of the Internal Revenue Code of 1954, or any successor
| thereto, as amended from time to time.
| 5.	The corporation shall not participate, or intervene in (including
| the publishing or distributing of statements), any political campaign, on
| behalf of any candidate for public office.
|
| 6.	The corporation shall not make expenditures to influence
| legislation, in excess of the ceiling amounts provided in Section
501(h) of
| the Internal Revenue Code of 1954, or any successor thereto, as
amended from
| time to time.
|
| 7.	No dividends shall be paid, and no part of the net earnings of the
| corporation shall inure, to the benefit of any private individual.
|
| Article IV.  Members
|
| 	The corporation shall have members.  Membership shall be limited to
| those individuals who meet the criteria established by the board of
| trustees.
|
| Article V.  Board of Trustees
|
| 	The affairs of the corporation shall be managed by a Board of
| Trustees.  The names of trustees constituting the initial Board of
Trustees
| shall be as follows:
| Corey Shields, Kurt Lieber, Nicholas Jones, Jay Pfeifer, Grant Goodyear,
| Seemant Kulleen, Deedra Waters, John P. Davis, Aron Griffis, Sven
Vermeulen,
| Paul de Vrieze, Joshua Brindle, Martin Schlemmer.  Thereafter, the
names and
| manner of election or appointment of trustees, and their terms of office,
| shall be as provided in the bylaws, but the number of trustees shall
not be
| less than three (3).
|
| Article VI.  Dissolution and Liquidation
|
| 	In the event of liquidation or dissolution of the corporation, no
| liquidated or other dividends and distribution of property owned by the
| corporation shall be declared or paid to any private individual, but
the net
| assets of the corporation shall be distributed to one or more
organizations
| described in Section 501(c)(3) of the Internal Revenue Code of 1986,
or any
| successor thereto, as amended from time to time.
|
| Article VII.  Miscellaneous
|
| 	Section 1.  The name and address of the initial registered agent of
| the corporation is:
|
| 	Section 2.  The principal office of the corporation shall be located
| in the City of Albuquerque, State of New Mexico.
| 	
| 	Section 3.  The name and address of the incorporator is Daniel
| Robbins, New Mexico.
|
| 	In witness where, I have hereunto set my hand this _____ day of May,
| 2004.
|
|
| 	
| ______________________________
| 						Daniel Robbins
| State of New Mexico	)
| 			) ss.
| County of Bernalillo 	)
|
| 	Personally came before me this _____ day of May, 2004, the above
| named Daniel Robbins, to me known to be the person who executed the
| foregoing instrument and acknowledged the same.
|
|
| 					_________________________
| 							Notary Public
|
| 					
| My commission expires:
|
| 			
|
|
|
| AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
| 	BY DESIGNATED INITIAL REGISTERED AGENT
|
|
| To The State Public Regulatory Commission
| State of New Mexico
|
|
| STATE OF NEW MEXICO		)
| 					) ss:
| COUNTY OF BERNALILLO		)
|
| 	On this ____ day of May, 2004, before me, a Notary Public in and for
| the State and County afore said, personally appeared Daniel Robbins who is
| known to me to be the undersigned person and who, being by me duly sworn,
| acknowledged to me that he does hereby accept his appointment as the
initial
| Registered Agent of Gentoo Foundation, Inc, the Corporation which is named
| in the annexed Articles of Incorporation, and which is applying for a
| Certificate of Incorporation pursuant to the provisions of the Business
| Corporation Act of the State of New Mexico.
|
| 	_________________________________________
| 	Daniel Robbins, Registered Agent
|
|
| 	SUBSCRIBED AND SWORN TO before me the day, month and year first
| above set forth.
| 		_________________________________________
| 		Notary Public
|
| My Commission Expires:
|
| ______________________
|
|
|
| --
| gentoo-trustees@gentoo.org mailing list
|
|


- --
Corey Shields - Gentoo Linux Infrastructure Team
http://www.gentoo.org/~cshields
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