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Archiver > NCGENWEB > 2009-07 > 1247163957


From: Sandy <>
Subject: [NCGENWEB] 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 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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