User:Zlg/Drafts/Articles of Incorporation

This document sets the Articles of Incorporation for the Gentoo Foundation, as originally filed May 28, 2004. They can be confirmed from the Internet Archive: http://web.archive.org/web/*/http://www.gentoo.org/foundation/en/articles.xml

= Articles of Incorporation of Gentoo Foundation Inc. =

[preamble]
The undersigned, for the purposes of forming a non-profit corporation under the provisions of the New Mexico Nonprofit Corporation Act, Section 53-8-1, et seq., N.M.S.A. 1978, hereby adopts the following Articles of Incorporation for such corporation.

Article I - Name
The name of the corporation (hereinafter referred to as the Corporation) is: GENTOO FOUNDATION, Inc.

Article II - Duration
The Corporation shall have perpetual existence.

Article III - Purpose
The Corporation is organized and at all times shall be operated on a non-profit basis exclusively for the advancement and education and promotion of software development in an open environment.

Article IV - Members
There shall be one class of members as fixed by the bylaws of this corporation. Only those persons who meet the criteria established by the board of trustees may be a member of the organization. Each member shall be entitled to one vote.

Article V - Restrictions
(a) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable Compensation for services rendered and property. Notwithstanding any other provision of these articles, the Corporation shall not carry on any activities not permitted to be carried on by a Corporation exempt from Federal income tax under section 501(c)(1) of the internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law (hereinafter, the "Code").

(b) This Paragraph (b) shall apply only if the Corporation is or becomes a private foundation as that term is defined by Section 509 of the Code. The Corporation shall expend or distribute its income for each year at such time and in such amount and manner as not to subject it to tax under Section 4942 of the Code; and shall refrain from any act of self dealing, any retention of excess business holdings, any investment and any taxable expenditure which would subject it to tax under sections 4941, 4943, 4944 or 4945 of the Code.

Article VI - Dissolution
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of The liabilities of the Corporation, dispose of all the assets of the Corporation for the purposes of the Corporation, or to one or more organizations which are exempt under section 501(c) of the Code, as the Board of Trustees shall determine.

Article VII - Initial Registered Office and Initial Registered Agent
The street address of the initial registered office of the Corporation is 205 Tulane Drive. SE, Albuquerque, NM 87106.

The name of the initial registered agent of the Corporation, Daniel Robbins, an individual resident in New Mexico whose business office is at the above address, is 205 Tulane Drive, SE, Albuquerque, NM 87106.

Article VIII - Board of Trustees
The number of trustees of the Corporation shall be not less than three or more than twenty-one. The initial Board of Trustees shall consist of thirteen persons. Thereafter, the Board of Trustees shall consist of such number of persons, not Less than three, as shall be fixed by the Bylaws. The initial Trustees who shall hold office until their successors shall take office, are as follows:

Article IX - Incorporator
The name and address of each Incorporator of the Corporation is as follows:

(signature of DANIEL ROBBINS)

DANIEL ROBBINS, Incorporator

STATE OF NEW MEXICO COUNTY OF BERNALILLO

The foregoing instrument was acknowledged before me this 14th day of May, 2004, by Daniel Robbins as the Incorporator of said Corporation.

(signature of notary public, WAYNE G CHEW, PC)

Notary Public

My Commission Expires:

10.10.07