A little background.

According to New Mexico state law the only "Officer" required to be
filed on the Articles of Incorporation is the office of President. New
Mexico affords for the election of a Vice President (or multiple this is
the only position wherein multiple positions are afforded), Secretary
and Treasurer. Although it affords the capability to list these officers
on the Articles it is not required by law. The rest of the Board should
be listed on the articles as "Directors", note again that this listing
is entirely optional. The only plus side to listing ones self on the
Articles is it provides good legal standing for those individuals to
protect the IP of The Gentoo Foundation, Inc. in a court of law. That
being said there is also a downside, state and federal law provide the
capability for officers and directors of the corporation to be
implicated in civil law suits, a subject that would be mitigated by our
non-profit status. I have seen this happen with both C and S class for
profit corporations but have never heard of it happening with non-profit
corporations. I also do not foresee any civil matters facing the
foundation but one never can tell.

At the moment the filed copy of our Articles of Incorporation have
Daniel Robbins listed as the President, and Nicholas Jones, Kurt Lieber
and Corey Shields listed as Directors. The positions of Vice President,
Treasurer and Secretary remain un-appointed.

If/When we hold elections is has to be noted that we have to file an
amendment to the Articles with the state of New Mexico.

Thanks for your time. I hope this all makes sense.

Oh, and I second Corey's nominations :)

--Dan



On Wed, 2005-06-01 at 14:33 -0700, Corey Shields wrote:
> Greetings to the new board!
> 
> We have a few positions that need filled (President, Vice President, 
> Secretary, Treasurer I think..  correct me if I am wrong).
> 
> With that in mind, I would like to nominate Grant for the position of 
> President.  He has done a lot over the past year to hold the Board together, 
> and has fulfilled many of the responsabilities of a president without the 
> official title.
> 
> I would also like to step up and volunteer myself for the position of 
> Treasurer.  I have done a lot of the work behind the paypal fundraiser and 
> the reports of our initial earnings, and would like to continue such work.
> 
> So, there are a couple of questions that we need to answer as we go:  1) how 
> do we want to go about assigning these positions (procedure?), and 2) what 
> specific responsabilities will lie with each?
> 
> Cheers,
> 
> -Corey
> 

-- 
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