New Year’s Eve Inc.

excerpt from "Dear sir (you cur):"

Articles of Incorporation . . .

Art. II: That the purpose of the corporation be to
not fuck much with the past, but to fuck plenty with the
future; to own and deal in real and personal property,
and to transact any other lawful business for which
corporations may be organized under KRS 271A. . . .

January 20, 1984

Dear Mr. Bumppo:

I am returning to you the articles of incor-
poration of New Year’s Eve Inc. . . . I ask
that you revise Article II, by omitting or alter-
ing the first clause. If the purpose of your
corporation is to “own and deal in real and
personal property, and to transact any other
lawful business for which corporations may
be organized,” I am of the opinion that your
first clause adds nothing . . . .

I refer you to the Model Business Corpora-
tion Act Annotated, 2d Edition, Section 54,
which is virtually identical to Kentucky Re-

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
employ a certain verb – an Anglo Saxon vul-
garity of ancient origin. If one reads this
clause in light of the verb’s meaning, it is ren-
dered senseless. A corporation is not capa-
ble of engaging in sexual relations, any more
than it is capable of dining or taking exercise.
Likewise, to imply that any real person con-

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
set forth in the first clause of your Article II
express a lawful purpose for which a corpo-
ration may be organized under KRS 271A.
This clause does not even express a purpose

to which any rational meaning can be attach-

Very truly yours,

Ann Z. Stewart, Attorney
Corporation Department
Office of Secretary of State
Commonwealth of Kentucky

January 23, 1984

Dear Ms. Stewart:

I have shown your letter of January 20,
1984, to the incorporator; he has stated that
he does not wish to alter or revise Article II
of the draft Articles of Incorporation for New
Year’s Eve Inc., . . . and he has authorized
me to make the following reply to your letter.

Kentucky Revised Statutes 271.015(2)
provides that corporations may be organized
“for any lawful purpose or purposes. Sure-
ly the Secretary of State is not suggesting that
to fuck with the future is unlawful. The Gen-
eral Assembly, which wrote that statute, does

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
Secretary of State to reject Articles of
Incorporation for surplusage in the stated
purpose, and I question whether the Secre-
tary of State has done so consistently with
previously filed articles. If he or his prede-
cessors have, I dare say that the majority of
articles tendered have been so rejected for
including in their purposes the phrase “and to
transact any other lawful business for which
corporations may be organized,” which I im-
agine is included, in one phraseology or an-

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-
ged the first clause – “to not fuck much with

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-
gard his first clause as surplusage. It is the
only unique purpose stated in the Articles of
Incorporation, and it can be facilely inter-
preted to mean (to satisfy the Secretary of

State’s 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 Year’s 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-
poration Act Annotated is not statutory, but
commentary; and it appears to the incorpora-
tor and me to support the phraseology of the

stated purposes of New Year’s 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-
mology of the word “fuck” (I presume that
is the word you intended to cite as “a certain
verb – an Anglo-Saxon vulgarity of ancient
origin”) irrelevant to the requirements of KRS
271A; and he and I find your restrictions of
that word’s meaning to sexual connotations

erroneous, particularly legally. See Cohen
v. California
, 403 U.S. 15 (1971); Hess v.
, 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 phraseology of the corporation’s stated
purpose is offensive to the Secretary of
State’s or your taste, I urge you to read the
cases cited, and I would like to point out:

— The same phraseology was included in the
corporation’s prospectus, which was mailed
to more than 40 persons in a dozen different

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
paraphrased from a poem titled “Babelogue”
(containing the word you delicately declined
to utter in your letter) written and recited by
Patti Smith on the phonograph record album
Easter by the Patti Smith Group (Arista AB
4171, © 1978). This recording has not
been censored by the Federal Communica-
tions Commission, or by any radio station as
far as I know.

— The incorporator’s 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. Greer’s win-
ning the status of incorporator (at a New
Year’s Eve party December 31, 1983).

Surely the Secretary of State does not wish
to invite litigation over censorship of Articles
of Incorporation in legal form duly and legally

tendered for filing.

I urge the Secretary of State to promptly
file and record the resubmitted Articles of
Incorporation and to return a certificate
and file-stamped duplicate originals to me.
You are fucking with our future.


Natty Bumppo

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