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Articles of Incorporation

2005-06-11T13:09:21Z

Geoff: Fixed typo

= Articles of Association =

Note: This electronic copy is a copy of the paper document submitted in the state the New Jersey.

I have only reformatted a little for readability.
--[[User:Geoff|Geoff]] 20:38, 15 May 2005 (EDT)
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= Certificate of Incorporation: of SAGE, Inc =

[Paperwork was re-filed as '''The System Administrators Guild, Inc.''']

The undersigned, of the age of eighteen years or over, for the purpose of forming a nonprofit corporation to the provisions of Title 15A of the New Jersey Revised Statutes known as the “New Jersey Nonprofit Corporation Act” does hereby execute the following certificate of incorporation:

'''FIRST:''' The name by which this corporation is to be known is '''SAGE, Inc.'''

'''SECOND:''' The corporation is organized and shall be operated exclusively for charitable, religious, educational, and scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, and in particular, to further the interests of computer and network system administrators through education, professional support and other such means.

'''THIRD:''' As a means of accomplishing the forgoing purposes, the corporation shall have the following powers:

# To solicit and receive dues from its membership;
# To make contributions, grants, to further the cause of system administration anywhere;
# To make and perform contracts and incur liabilities;
# To delegate functions, conduct its activities through other organizations and individuals and to become a member of any committee or other organization;
# To accept, acquire, receive, take, and hold by bequest, devise, grant, purchase, sale, exchange, lease, transfer, judicial order, or decree, or otherwise, for any of its projects and purposes, any property, both real and personal, of whatever kind, nature, or description and wherever situated;
# To sell, exchange, convey, mortgage, lease, transfer, or otherwise dispose of, any such property, both real and personal, as the objects and purposes of the corporation may require, subject to such limitations as may be required by law or this certificate of incorporation;
# To borrow money and , from time to time, to make, accept, endorse, execute, and issue bonds, debentures, promissory notes, bills of exchange, and other obligations of the corporations for moneys borrowed or in payment of property acquired or for any of the purposes of the corporation, and to secure the payment of any obligations by mortgage, pledge, deed, indenture, agreement, or other instrument of trust, or by any other lien upon, assignment of or agreement in regard to all or any part of the property, rights or privileges of the corporation whereever situated, whether now owned or hereafter to be acquired;
# To invest and reinvest its funds in such common or preferred stocks, bonds, debentures, mortgages, or in such other securities and property as its Board of Trustees shall deem advisable, subject to the limitations and conditions and contained in any bequest, devise, grant, or gift, provided such limitations an Internal Revenue Code; and
# In general, and subject to such limitations and conditions as are or may be prescribed by law, to exercise such other powers which now are or hereafter may be conferred by law upon a corporation organized for the purposes herein above set forth, or necessary or incidental to the powers so conferred, or conducive to the attainment of the purposes of the corporation, subject to the further limitation and condition that, notwithstanding any other provisions of this certificate, only such powers shall be exercised as are in furtherance of the tax-exempt purpose of the corporation and as may be exercised by an organization exempt from federal income tax under section 501(c)(3) of the Internal revenue Code and by an organization contributions to which are deductible under section 170, section 2055(a)(2), and section 2522(a)(2) of such Code.

'''FOURTH:''' The following provisions shall govern the organization, operation, and dissolution of the corporation:

# The corporation shall neither have nor exercise any power, nor shall it directly or indirectly engage in any activity, that would (a) prevent it from obtaining exemption from federal income taxation as a corporation described in section 501(c)(3) of the Internal Revenue Code, or (b) cause it to lose such exempt status;
# The corporation shall not be operated for the purpose of carrying on a trade or business for profit;
# 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 furtherance 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 an organization 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;
# During any period in which the corporation may be classified as a private foundation within the meaning of section 509 of the Internal Revenue Code, the corporation shall distribute its income at such times and in such manner as to avoid taxation under section 4942 of such Code, and the corporation shall not engage in any act of self-dealing (as defined in section 4941(d) of such Code), shall not retain any excess business holdings (as defined in section 4943(c) of such Code); shall not make any investments in such manner as to subject the corporation to tax under section 4944 of such Code, and shall not make any taxable expenditures (as defined in section 4945(d) of such Code).
# Upon the dissolution of the 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.

'''FIFTH:''' For purposes of this certificate references to provisions of the Internal Revenue Code shall be deemed to refer to the United States Internal Revenue Code and the Regulations adopted pursuant thereto, and shall be deemed to include statutes and Regulations which supersede by are analogous to such provisions.

'''SIXTH:''' The corporation shall have members.

'''SEVENTH:''' The method of electing trustees of the corporation shall be as set forth in the By-laws of the corporation.

'''EIGTH:''' The number of trustees constituting the first Board of Trustees shall be four (4), and the names and addresses of the initial trustees are as follows:

{|
|valign="top"|1. || '''Geoff Halprin''' 801 / 325 Collins Street Melbourne, VIC 3000 AUSTRALIA
|---
|valign="top"|2. || '''Trey Harris''' 1301 1st Ave #715 Seattle, WA 98101 cell 206-412-7192 no fax. email: trey@eecs.harvard.edu
|---
|valign="top"|3. || '''David Parter''' Computer Sciences Department University of Wisconsin -- Madison Room 2350 1210 West Dayton Street Madison, WI 53706-1685
|---
|valign="top"|4. || '''Lorette E. P. A. Cheswick''' 93 Mine Mount Road Bernardsville, NJ 07924
|}

'''NINTH:''' The post office address of the registered office of the corporation, as well as the name of the registered agent at such address upon whom service of process against the corporation may be served, is as follows:

:Lorette E. P. A. Cheswick
:93 Mine Mount Road
:Bernardsville, NJ 07924-2202

'''TENTH:''' The name and address of the incorporator is as follows:

:Lorette E. P. A. Cheswick
:93 Mine Mount Road
:Bernardsville, NJ 07924-2202

'''ELEVENTH:''' A trustee or officer shall not be personally liable to the corporation or its members for damages for breach of any duty owed to the corporation or its members, except that such provision shall not relieve a trustee or officer from liability for any breach of duty based upon an act or omission (a) in breach of such person’s duty of loyalty to the corporation or its members, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt by such person of an improper personal benefit.

'''TWELFTH:''' The duration of the corporation shall be perpetual.

'''THIRTEENTH:''' This certificate of Incorporation is to become effective upon filing with the Treasurer of the State of New Jersey.

'''IN WITNESS WHEREOF,''' the undersigned, the incorporator of the above-named corporation, has hereunto signed the Certificate of Incorporation of the '''29th day of October 2004'''.

::'''Lorette E. P. A. Cheswick'''

Non-Disclosure Agreement

2005-05-24T00:34:19Z

Geoff:

Non-Disclosure Agreement between '''The System Administrators Guild, Inc. of New Jersey ("SAGE")''' and the person described below ("'''You'''"), for the provision of services to SAGE.

As an agent (director, employee, consultant, volunteer, or other) of SAGE, you have functions and responsibilities ("Duties") within SAGE that require access to information that is of a confidential or privileged nature ("Confidential Information"). This information includes such material as personnel data and performance reviews, account and financial reports, and internal association records. This information can be in either electronic or hard copy formats. By accepting below, you understand and agree that authorization to Confidential Information is granted solely for the purpose of carrying out the Duties. You also agree that Confidential Information may be shared only with others who have a need to know this information in order to perform their duties on behalf of SAGE. You also agree to request in advance the consent of the Board for the permission to disclose SAGE information to anyone else.

By accepting below, you also understand and agree not to disclose passwords, access procedures, and security protocols regarding SAGE's computer systems and information technology resources except as may be required to perform the Duties. Personal computers and work stations will be kept inaccessible to others when one is absent from his/her work area. Any file created from Confidential Information also will be secured and discarded in a manner that protects the information from access by others.

By accepting below, you also understand and agree to return or destroy all Confidential Information upon termination of your position with SAGE or completion of the Duties. You agree to inform the SAGE board of any access passwords that you have at the termination of this agreement.

By accepting below, you further understand and agree that any right of public access under the law (including any rights that result from You being a member of SAGE) to SAGE records does not relieve you of the obligation to comply with the provisions of this Agreement. You also understand and agree that a violation or breach of this agreement may result in disciplinary action, including termination. You understand and agree to be bound by the provisions of this agreement even after your employment, board term or other privileged position with SAGE has ceased.

Signature: ____________________________________

Printed Name:____________________________________

Address: ____________________________________

City, State: ____________________________________

Date: ____________________________________

''Completed NDA forms should be faxed to SAGE at +1-908-221-9044.''

Non-Disclosure Agreement

2005-05-24T00:32:42Z

Geoff:

Main Page

2005-05-24T00:20:23Z

Geoff:

= 2005 SAGE Board of Directors Candidates' Wiki =

This wiki is protected by login and information contained within may be confidential or sensitive in nature.

== Candidates' Info Packet ==

Items in red have not yet been uploaded.

* [[FAQ]]
* [[Interim Board meeting Minutes]]
* The NDA ([[Non-Disclosure Agreement]])
* [[Media:Association_Management_Services_CFP-0003.pdf|The AMC RFP (Request For Proposals)]]
* [[Media:Rfp_round1_evaluation_report-0003-nomcomm-b.pdf|Summary (the front section) of the round one review (redacted)]]
* [[List of RFP respondents]] -- ''Requires NDA''
* [[Articles of Incorporation]]
* [[SAGE Bylaws]]
* [[SAGE Policies]]
* Copy of [[USENIX Board Resolutions]] of 27th June 2004, and all resolutions since
* [[Budget]]
* [[Memos-to-members]]
* [[List of Council members]]

Main Page

2005-05-23T23:38:20Z

Geoff:

= 2005 SAGE Board of Directors Candidates' Wiki =

This wiki is protected by login and information contained within may be confidential or sensitive in nature.

== Candidates' Info Packet ==

Items in red have not yet been uploaded.

* [[FAQ]]
* [[Interim Board meeting Minutes]]
* The NDA ([[Non-Disclosure Agreement]])
* [[Media:Association_Management_Services_CFP-0003.pdf|The AMC RFP (Request For Proposals)]]
* [[Media:Rfp_round1_evaluation_report-0003-nomcomm-b.pdf|Summary (the front section) of the round one review (redacted)]]
* [[List of RFP respondents]]
* [[Articles of Incorporation]]
* [[SAGE Bylaws]]
* [[SAGE Policies]]
* Copy of [[USENIX Board Resolutions]] of 27th June 2004, and all resolutions since
* [[Budget]]
* [[Memos-to-members]]
* [[List of Council members]]