Thank you for answering, Denise.
Under North Carolina law, the articles of incorporation are all that's
required. Nothing else need be filed, not even an annual report,
unless the corporation chooses to file an amendment or to dissolve,
nothing else need be filed.
Under the law, no one can incorporate an existing corporation - not
even our project's membership. Nor can we write or approve the bylaws
of another corporation. Indeed, no one but the incorporator or
directors can write or approve bylaws for NCGenWeb, Inc., because it
is a corporation with no members.
I'm sorry if you believe I'm trying to use your words or anyone else's
"against you," because that's simply not the case. But I would be
remiss not to ask Nola whether she thinks I or anyone else should sue
her, since that's precisely what she publicly threatened in Sept '07
if any of the members of the USGenWeb Project attempted to incorporate
it. All we did was _ask_ very publicly on two project-wide email lists
if anyone wanted to incorporate, and that it could be done for as
little as $50 and a credit card. There was nothing "secret" or
"conspiratorial" about it. Her exact public threat on Sept 27, 2007,
was:
" I would be careful about putting my name on it without approval. I
might suddenly
find myself the target of litigation but if you are brave enough to
use your credit care, no one can stop you. Perhaps you should first
ask YOUR attorney about a common law
unincorporated association. Just be sure that everyone knows which
state it is incorporated in and the address of the local resident
agent. That will be needed for subsequent
litigation."
Imagine my surprise to discover a year later that at the time she was
wielding her threats, she had already _very_ secretly incorporated
NCGenWeb. Apparently she wasn't the least bit concerned that anyone
would sue her, or perhaps she feels she's somehow above the laws she
claims to be so well-versed in?
Nola and you and anyone else can continue to publicly assert false
accusations and statements about me, but the facts are a matter of
record.
-Sandy
On Tue, Aug 26, 2008 at 4:50 AM, Denise Woodside <genweb(a)gmail.com> wrote:
To be honest Sandy, I'm hesitant to answer you as I know you will
only
attempt to use my words against me and attempt to bring more discord
to this project. However, I will answer.
I was told by Nola that she was putting me down as President since I
am SC. It isn't like the corporation has done anything as it is only
on paper. There aren't any bylaws that I have seen, but generic bylaws
may have been required for filing.
As I've stated before, this NCGenWeb, Inc. isn't "OUR" NCGenWeb, Inc.,
until the membership of this project reviews and approves bylaws, etc.
I really think we need to return to discussion of the motion that is
on the floor. We have a pending vote on the motion you made.
Denise
On Tue, Aug 26, 2008 at 1:39 AM, Sandy <teylu2(a)gmail.com> wrote:
> Paul and Denise,
>
> Are either of you officers or directors of NCGenWeb, Inc.? Does
> NCGenWeb, Inc. already have any bylaws?
>
> Thanks,
> Sandy
>>
>
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