While fishing the surf, this bit of truth popped up. This is the real reason Sandy was booted out of NCGenWeb. She exposed a legal barrel of monkeys.
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From: Sandy
Subject: [CGENWEB] NCGWP's logo: legal snafu & fix
Date: Thu, 9 Jul 2009 13:25:57 -0500
Diane, sorry I didn't have time to pull this together earlier, but wanted to confirm available solutions rather than just dump a problem in your lap. There's a bit of a legal snafu which must (and can) be resolved before the project's logo can be registered to NCGenWeb Inc. We could, of course, just re-register it as before to the NCGWP membership, but I gathered you wanted to wait and register it to the membership corporation.
In a nutshell, we're hamstrung because we voted in April 2008 to form our membership corporation unaware that NCGenWeb Inc. had been incorporated back in July 2007 as a non-membership corporation. This resulted in 2 problems under state law, and a problem under USGWP bylaws. Specifically, state law precludes us (or anyone else) from incorporating an existing corporation, and it grants voting rights & associated control of non-membership corporations solely to the corporation's directors. The latter, of course, puts NCGWP out of compliance with SGWP (sic USGWP) national bylaws.
I ran the problem past Daniel Crabb, supervisor in the Corporations Division, who confirmed the easiest remedy, assuming everyone's agreeable, is to treat it as a simple clerical error. One of NCGenWeb Inc's corporate officers can file the 1-page Form BE-02 "Articles of Correction" specifying that item #7 within the original Articles of Incorporation is in error and should be corrected to: #7.a. "The Corporation WILL have members." (it was incorporated as #7. b. "The Corporation will NOT have members.") The form is submitted with a copy of NCGenWeb Inc's Articles of Incorporation and a $10 fee.
Another option does exist. NCGenWeb Inc. could file articles of dissolution, and NCGWP's membership could just proceed to form its membership corporation per its April 2008 vote. This is a longer and decidedly more expensive option which, in my opinion, wastes Nola's money and seems to defeat her intent to 'transfer' NCGenWeb Inc. to the NCGWP membership. Unfortunately, there is no provision available to "transfer" a corporation, however using Articles of Correction to change NCGenWeb Inc. to a membership corporation effectively puts the full membership in control of the corporation, which I think was her intent.
So the good news is there's an easy remedy, while the not-so-good news is that until it's remedied, the NCGWP membership remains stuck in legal limbo unable to register its logo, consider bylaws or anything else pertaining to NCGenWeb Inc.
Form BE-02 'Articles of Correction' can be downloaded from Secty of State's site, under "Business Entity Forms" (same form is used both for nonprofits and businesses): http://www.secretary.state.nc.us/corporations/thepage.aspx
NCGenWeb Inc's Articles of Incorporation (attach to Form BE-02) can be downloaded from the database on this page:
http://www.secretary.state.nc.us/corporations/CSearch.aspx
Both are pretty straight-forward and no doubt more illustrative than my explanation. Daniel Crabb's number is 919-807-2057.
Best, Sandy
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But then, Trent Briles made a motion "to sustain the current board and the ASC's," and wants NO discussion.
http://archiver.rootsweb.ancestry.com/th/read/NCGENWEB/2009-07/1249092165
(THERE WILL BE NO DISCUSSION!! ISN'T IT CUTE THIS WAS MADE IMMEDIATELY AFTER SANDY WAS CANNED?)
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From: "Randolph County Gen Web Project" < rcgwp@briles.net>
Subject: [NCGENWEB] No Discussion
Date: Fri, 31 Jul 2009 22:07:53 -0400
Since I made the motion to sustain the current board and the ASC's, I prefer not to discuss this and look forward to the vote.
Thank you,
Rodney Trent Briles
Curator, Briles Information Network and Randolph County Gen Web Project
Trinity, North Carolina
"Our main mission is to promote genealogy research and the preservation of family history." Find-A-Grave Volunteer!"