New Years Eve Inc.
Articles of Incorporation . . .
That the purpose of the corporation be to
January 20, 1984
Dear Mr. Bumppo:
I am returning to you the articles of incor-
I refer you to the Model Business Corpora-
|vised Statutes 271A.270, at paragraph 2:
The trend toward simplification of in-|
corporation requirements has reduced the
complexities of preparing the articles and
removed pitfalls that otherwise beset the
uninitiated. . . . The statement of corpo-
rate purpose is of primary importance.
In the first clause of Article II, you twice
nected with the corporation is capable of
having such relations with either the past
or the future is patently absurd. This
clause is imprecise surplusage.
In short, I do not believe that the purposes
|to which any rational meaning can be attach-|
Very truly yours,
Ann Z. Stewart, Attorney
|January 23, 1984
Dear Ms. Stewart:
I have shown your letter of January 20,
Kentucky Revised Statutes 271.015(2)
|it all the time.
I find no prohibition in the|
law of Kentucky or the United States a-
gainst fucking with the future generally, and
I dare say you cannot either.
Moreover, I find no authorization for the
other, in the vast majority of articles of incor-
poration tendered to the Secretary of State,
and which is clearly surplusage in light of
KRS 271A.270(2), which states, It shall
not be necessary to set forth in the articles of
incorporation any of the corporate powers
enumerated in this chapter. In fact, such
surplusage is, moreover, specifically permit-
ted by KRS 271A.270(1)(c), which provides
that the purposes of a corporation may be
stated in the articles to be, or to include, the
transaction of any or all lawful business for
which corporations may be incorporated un-
der this chapter.
I find it noteworthy that you have challen-
|the past, but to fuck plenty with the future
as surplusage, but not the third, to transact
any other lawful business for which corpora-
tions may be organized under KRS 271A.
Your exclusive challenge, plus your statement
that you are of the opinion that [the] first
clause adds nothing to the understanding of
these enumerated purposes, has led the in-
corporator to question whether he has en-
countered not a challenge for lawfulness of
his stated purpose but, rather, censorship.
The incorporator, moreover, does not re-
States apparent lust for rational meaning)
that the corporation, while letting bygones be
bygones, will nonetheless attempt to change
the course of events in the future which
could be said, after all, to be the purpose, in
one way or another, of every person, wheth-
er natural or artificial, that has any notion of
progress or restoration. If the first stated
purpose of New Years Eve Inc. is surplus-
age, then so is the stated purpose of every
dynamic person in Kentucky, whether cor-
porate or natural.
Your quotation from Model Business Cor-
|stated purposes of New Years Eve Inc.|
Rather than specify each effort the corpora-
tion might make to change the course of e-
vents (which might be practically impossible),
the incorporator has, in step with the trend
toward simplification of incorporation re-
quirements, merely stated the purpose to be
to not fuck much with the past, but to fuck
plenty with the future.
He and I find your commentary on the ety-
erroneous, particularly legally.
v. California, 403 U.S. 15 (1971); Hess v.
Indiana, 414 U.S. 105 (1973; this is the fa-
mous Fuck the Draft T-shirt case); Colum-
bus v. Fraley, 70 Ohio Ops. 2d 335 (1975),
and Re Welfare of J., Minn., 263 NW 2d
412 (1978) . . . .
If the real reason for your challenge is that
The same phraseology was included in the
|states on postcards.
Not one of the post-|
cards was returned by the U.S. Postal Ser-
vice as undeliverable on account of taste or
censorship, and the resultant subscription
leads me to believe that most, if not all, of
the postcards were delivered.
The phraseology you have challenged was
The incorporators stated purpose was
ratified by a large number of prospective
shareholders, including not only adults but
also children aged two months to 16 years,
from a number of states, including Kentucky,
and was the basis of John M. Greers win-
ning the status of incorporator (at a New
Years Eve party December 31, 1983).
Surely the Secretary of State does not wish
|tendered for filing.
I urge the Secretary of State to promptly
Over hamburgers sold!