New Years Eve Inc. Articles of Incorporation . . .
Art. II:
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- ed. 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.
See Cohen 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 Sincerely, Natty Bumppo |
Over hamburgers sold!