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