Excuse me, but the corporation NCGenWeb, Inc. is a current, ACTIVE,
corporation in the State of North Carolina:
https://www.secretary.state.nc.us/corporations/CSearch.aspx
In the search box, type NCGenWeb.
As Nola is well aware, and I'm sure Paul and Denise are, too, 3
members of an organization can get together at any time and
incorporate it. This can be challenged by hiring a lawyer and going to
court in order to prove that it was done without the consent or will
of the full membership - but if those 3 were members of the
organization, too, there's no guarantee the challenge would be
successful. And, of course, just filing suit and going to court is an
expensive proposition.
Nola was quite angry and threatened legal action when this very
strategy was proposed _publicly_ by members (me, among them) who
wanted to protect our national USGenWeb Project from being
incorporated secretly by a few members. There was nothing the least
bit secret about us - we simply told everybody, here's how we can do
it. We simply wanted to keep the project in the hands of the _full_
membership. Nola threatened to call out lawyers and sue us if we did.
We said, fine, the organization is the _members_ so we can call
ourselves something else. We'll still be the same project, because the
project is US.
Anyway, nobodoy ever did it. Every attempt to incorporate nationally
has died. Nola's long opposed it. I've long supported it. I think
that's common knowledge.
At present, the membership of NCGenWeb has voted to incorporate
itself. We did _not_ vote for the incoroporation that was done in
secret, without our knowledge. The record shows we didn't even know it
had been done.
The corporation Nola has formed restricts voting to the board of
directors, which is a completely different structure than the NCGenWeb
Project.
I think it's worth noting that at present, we have a motion before us
to merely co-sponsor a proposed amendment to the national bylaws in
order to allow the full membershipo a chance to vote on the proposed
amendment. Nola has made clear she opposes the motion - and _all_ the
motion does is *help* us get one step closer to be able to VOTE on the
actual amendment.
I certainly do not think that secretly incorporating NCGenWeb herself
as a corporation in which the members get no vote, and keeping this
secret for a full year until someone else (that would be me)
discovered and made it public, sounds the least bit accidental. I'm
certainly not going to take her word and trust her to change the
structure of her corporation at some later date.
She's opposing all opportunity for me and anyone else to even vote at
all on a proposed amendment that could change a ridiculous 2/3rds
majority clause in my present national organization.
I simply don't have any basis for believing anything about this secret
incorporating of NCGenWeb was done in the "best interests" of the
membership of this project. It was done behind our backs, kept secret
for more than a year, and it wrests the control of the project away
from the membership and gives it to a few.
In what far reaches of fantasy does that protect or serve the membership?
-Sandy
http://home.comcast.net/~teylu/ncgwinc.html
On Sun, Aug 24, 2008 at 11:26 PM, Paul D. Buckley
<pauldbuckley(a)worldnet.att.net> wrote:
Elizabeth and all,
As usual - and as you recall from your term as SC -, folks sometimes act and
react to past, present, and speculated events with paranoia. There was no
conspiracy or underhanded action when Nola filed to incorporate NCGenWeb.
Nola, and others amongst the membership (especially evidenced by the
project's March vote), felt that the best way to protect our project name is
by incorporating.
At the time, Summer 2007, some members felt that project name protection was
urgent. Personally, I did not share the sense of urgency. However, I do
believe the best name protection is through incorporation... provided
someone wants to foot the bill. Nola was willing to do so, and proceeded so
that the protection could be obtained and later turned over to the project,
at no cost, if they ever wanted it.
When the issue finally reached a head this spring, I was surprised that none
of our 75+ members raised the question, as it was publically filed and has
been on the Secretary of State webpage ever since.
My take on not mentioning it during the discussions this spring, was that I
did not want to influence any of y'all as the motion to incorporate was far
beyond simple project name protection. My opinion, and trust, was that if
the members voted down the incorporation, the articles of incorporation as
filed would stand and Nola, Denise, and I would take no further action. The
project name would, however, remain protected.
On the other hand, if the members voted for incorporation, as they did, then
Denise, Nola, and I would be compelled to implement the wishes of the
project...which I believe we have proceeded to do so. Once we, the project,
settle on a set of bylaws for the corporation, I am sure we will file an
amended articles of incorporation and the block for "the corporation Will
have members" will be checked.
Once the corporation is active, the annual report requires, I believe, a
statement of current officers, that in the case of an organization such as
ours, may change from year to year.
Regards,
Paul
----- Original Message -----
From: "Elizabeth Harris" <ncgen(a)mindspring.com>
To: <ncgenweb-discuss(a)rootsweb.com>
Sent: Sunday, August 24, 2008 7:20 PM
Subject: Re: [NCGENWEB-DISCUSS] Important
> >Some of you are already aware that I have personally incorporated the
> >state
>>as the first step toward getting the state ready to function as a
>>corporation. The charter shows that Denise is the current president and
>>Paul is the VP and I believe I show as the secretary.
>
> Nola, I didn't know anything about this until today, but frankly I am
> appalled that you filed to incorporate NCGENWEB in JULY 2007,
> according to the posted document, yet let us go ahead with a vote "to
> incorporate" in MARCH 2008. We voted to incorporate AS A PROJECT,
> but the posted document shows your name, and your name only, and it
> specifically states that the organization will NOT have members.
>
> If it was as above-board as you would have us believe, and if Paul
> and Denise were part of it also, then why did none of you say
> anything when we were discussing incorporating in March?
>
>
>
> --
> Elizabeth Harris
> ncgen(a)mindspring.com
>
> Personal genealogy webpage:
http://www.momslookups.com/generations/
> Winston-Salem NC area genealogy:
http://www.fmoran.com/
> HOLDER DNA project:
http://www.holderdna.com/
>
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