NOTE: NCGenWeb, Inc., was incorporated by a sole incorporator, Nola Duffy, who specified on line 7 (b) of the Articles of Incorporation, that NCGenWeb., Inc. "will NOT have members." (see scanned image of Articles of Incorporation, below)

North Carolina General Statute § 55A, "North Carolina Nonprofit Corporation Act," differentiates between nonprofit corporations which will not have members and those which will have members.  In NON-membership nonprofit corporations, all voting rights and associated authority are vested with the corporation's board of directors. By contrast, in corporations WITH members, members hold specific legal rights regarding voting, termination of membership and other matters of authority regarding their corporation.

NOTE: The domain ncgenweb.us has never been registered to the NCGenweb Project.
Update: On 10 August 2009, the domain was still registered in Nola's personal name.

NOTE: The NCGenWeb Project's logo, in use since about 1996 and cleaned up graphically in 1998, belongs to the project, not to the private non-membership NCGenWeb, Inc. Following a March 2001 vote of the project's membership to do so, then-SC Sharon Williamson registered the logo with the NC Secretary of State's Trademarks Division (registration #016354) in the name of the project (as an "association"). Although not heard from in some time, Sharon was still listed as an "eligible voter" in the project's June 2009 SC election.

Although registration of our logo is effective for 10 years, our 5-year renewal form, due in April 2006, was never filed.
From the NC Secretary of State, Trademarks Division:
"Once registered, a mark is effective for ten (10) years and may be renewed for subsequent ten (10) year terms so long as it continues in use in North Carolina. Please note, however that after the expiration of five (5) years following initial or renewal registration, you must submit a specimen to the Trademark Section showing evidence of current use of the mark, as well as a signed statement verifying the use of the mark."

NOTE:

• Diane has no sense of humor. There's a long history of ACC rivalries in past discussions of the project's logo, some preceding 1998 and the list archives.
• Diane also seems to be unfamiliar with what the NC Secretary of State Trademarks Section requires for the registering of the logo as the project's service mark.  --Unless, perhaps, she and Nola are planning to register the project's logo to NCGenWeb, Inc., nationally, through the US Patent and Trademark Office, in which case they would need to submit a high quality .jpg image of the logo. Hmm.

"In a nutshell, we're hamstrung because we voted in April 2008 to form
our membership corporation unaware that NCGenWeb Inc. had been
incorporated back in July 2007 as a non-membership corporation. This
resulted in 2 problems under state law, and a problem under USGWP
bylaws. Specifically, state law precludes us (or anyone else) from
incorporating an existing corporation, and it grants voting rights &
associated control of non-membership corporations solely to the
corporation's directors. The latter, of course, puts NCGWP out of
compliance with USGWP national bylaws."

However, the Vance CC noted:
"I ran the problem past Daniel Crabb, supervisor in the Corporations
Division, who confirmed the easiest remedy, assuming everyone's
agreeable, is to treat it as a simple clerical error. One of NCGenWeb
Inc's corporate officers can file the 1-page Form BE-02 "Articles of
Correction" specifying that item #7 within the original Articles of
Incorporation is in error and should be corrected to: #7.a. "The
Corporation WILL have members." (it was incorporated as #7. b. "The
Corporation will NOT have members.") The form is submitted with a copy
of NCGenWeb Inc's Articles of Incorporation and a $10 fee."

NOTE:  Although former SC Denise Woodside, president of NCGenWeb, Inc., made a motion to file the Articles of Correction, no second was made by a member of the board, and no known action by the board was taken. The NC Secretary of State's Corporation Division has not received Articles of Correction for NCGenWeb, Inc.

NOTE:

NOTE: But the NCGenWeb Project membership never voted to form the NON-membership corporation, NCGenWeb., Inc. The project membership was not aware of  NCGenWeb., Inc. when it voted in March 2008 to form its own *membership* corporation.

It appears that Nola Duffy's NCGenWeb, Inc., has effectively taken over
the former membership NCGenWeb Project which never formed its membership corporation.
C'est la guerre.