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List Archive: gentoo-trustees
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To: <gentoo-trustees@g.o>
From: "Daniel Robbins" <drobbins@g.o>
Subject: RE: Foundation Tax ID
Date: Sat, 8 May 2004 14:42:42 -0600
> 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@g.o mailing list

Replies:
NFP application
-- Corey Shields
References:
Re: Foundation Tax ID
-- Corey Shields
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Updated Jun 17, 2009

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