Articles of Incorporation

TriLUG Articles of Incorporation

Articles of Incorporation of the undersigned, a majority of whom are citizens of the United States and residents of the state of North Carolina, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Law of North Carolina, do hereby certify:

First: The name of the Corporation shall be Triangle Linux Users Group.

Second: The place in this state where the principal office of the Corporation is to be located is the City of Cary in Wake County.

Third: Said corporation is organized exclusively for educational and scientific purpose, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) (currently lapsed - 2013) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Fourth: The names and addresses of the persons who are the intial trustees of the corporation are as follows:

Jeri Camp Gloege
1221 Waterford Forest Cr.
Cary, NC 27513

Ulrich Jason Gloege, Jr.
1221 Waterford Forest Cr.
Cary, NC 27513

Robert Napier
9408 Erinsbrook Drive
Raleigh, NC 27613

Fifth: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in futherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code or the corresponding section of any future federal tax code. Notwithstanding any other provisions of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.

Sixth: Upon dissolution of this corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.

Seventh: Said corporation shall have a membership of professionally and/or personally interested North Carolina residents promoting the practice of and education therein of Linux and the open source movement. A list of its members, and a means by which they may be contacted will be recorded and updated every fiscal quarter. Any membership information gathered, including but not limited to name, contact information, and any optional demographic information, will be treated as confidential information.

Eighth: There is a Steering Committee comprised of a Chair, Vice Chair, Treasurer, Webmaster and Public Relations Officer. Steering Committee members must reside in the state of North Carolina.

Members elect the officers at the May general meeting by a majority vote. At the first steering committee meeting, the committee members will elect a Chair, Vice Chair, Treasurer, Webmaster and Public Relations Officer who serve for one year terms and may be reelected. The Chair presides at Steering Committee meetings and general meetings with the Vice Chair presiding in the absence of the Chair. The Chair and the Vice Chair are responsible for providing an account to the members all business accomplished. The Treasurer receives and disburses money at the direction of the Steering Committee and is accountable for the budget. The Treasurer and the Chair are accountable for quarterly tax filing and end of the year filing; however, the Treasurer is responsible for acquiring all the necessary forms and working with a certified public accountant if necessary to file said forms. The Webmaster is responsible for the server where the web site resides. Both the Webmaster and the Public Relations Officer are responsible for all the information on the web site. The Public Relations Officer is responsible for all general information received by the public. The Steering Committee may establish other offices and any sub-committees necessary with the approval of their membership during said Steering Committee's term in office. An individual may be removed from office at a general meeting if the motion to remove has been announced to the membership no more than sixty days nor less than ten days prior to the meeting at which the motion is to be considered, and two-thirds of those present at the meeting vote to remove the individual. Should a member of the Steering
Committee vacate their office (by removal, relocation outside the state of North Carolina, resignation or death), the membership will nominate and then vote in a new officer to serve out the remainder of the term. Nominations must be proposed and voted on no more than sixty days nor less than ten days before the meeting at which voting will commence.

Ninth: General meetings occur several times a year, as the members see fit. A meeting must occur in May to elect new officers. Proposed actions to the Steering Committee, including ad hoc delegation of authority consistent with these articles, must be confirmed at such meetings or via email if a general meeting is more than ten days from commencing by a simple majority vote. The Chair or Vice Chair presides at these meetings. The Steering Committee will designate one meeting per fiscal year as the "Annual Membership Meeting" at which a financial report and other business of importance to the membership will be presented. Each Annual Membership Meeting must occur within fifteen months of the previous Annual Membership Meeting. The Steering Committee meets as its officers see fit. All steering committee members should be present for all meetings. The Chair or the Vice Chair presides at these meetings. Bylaws and other organizational rules are proposed to members no more than sixty days nor less than ten days before the meeting at which the bylaws are considered. A bylaw may be approved by a simple majority vote of members present.

Tenth: An amendment to the articles may be proposed by the steering committee or by one-tenth of the membership presented as a petition to the Chair. The declaration of an amendment must be made formally and filed with the Chair. The amendment is considered at a general meeting within one month of its receipt by the Chair. The Public Relations Officer sends a notice that voting on an amendment will occur along with the text of the proposed amendment to every member no more than sixty days nor less than ten days before the meeting at which the amendment is considered. The amendment is adopted if two-thirds or more of the members present vote for adoption. The amendment must be filed by the Chair with the North Carolina Department of the Secretary of State no later than 30 days from when it was approved.