Here is a proposed Articles of Incorporation and By-laws for FreeDevelopers,
assuming it will be incorporated in the USA. I have inserted
a couple comments that explain how these articles may potentially
conflict with a future IPO, in case an IPO is desired in the future.
What follows below is a rough draft. Feel free to hack it up, but please
be aware that there are laws in every state that
1) make the Articles of Incorporation an absolute requirement, and
2) govern how it should be structured and what it must cover.
Articles of Incorporation of FreeDevelopers Incorporated
29 December, 2000
- Article I
- The name of the corporation is FreeDevelopers Incorporated.
- Article II
- The purposes for which the corporation is organized are:
To promote the creation and use of free software, free software being
computer software that grants people:
- the freedom to run the program, for any purpose;
- the freedom to study how the program works, and adapt it to your needs,
whereby access to the source code is a precondition for this freedom;
- the freedom to redistribute copies;
- the freedom to improve the program, and release your improvements to the
public, so that the whole community benefit, whereby access to the
source code is a precondition for this freedom.
Subject to the restrictions set forth in these Articles of
Incorporation, to transact any and all lawful business for which
corporations may be organized under the laws of the State of [state] ,
and to have all powers which are afforded to corporations under the laws
of the state of [state] .
- Article III
- The duration of this corporation shall be perpetual.
- Article IV
- The total amount of initial capitalization of this corporation is
$ [amount] .
- Article V
- The total number of shares of common capital stock that this corporation
is authorized to issue is [number] .
- Article VI
- This stock shall have no par value.
- Article VII
- The initial registered agent of this corporation is [name] .
- Article VIII
- The initial address of the office of the registered agent of this
corporation is [address] .
- Article IX
- The name, address, and age of the incorporator of this corporation is
[name] , [address] , age [age] years.
- Article X
- The number of directors of this corporation is [number] .
- Article XI
- The names and addresses of the initial directors of this corporation are
[name] , [address] [Repeat as necessary.]
Directors beyond the initial directors will be elected by the
shareholders as described in the by-laws.
[Should be worded so by-laws
become adopted, but are alterable and not necessarily part of public
record, like the Articles of Incorporation are. By-laws should be
mentioned somewhere else in articles of incorporation, but not sure
- Article XII
- This corporation shall have pre-emptive rights for all shareholders.
[This implies right of first refusal, I believe.]
- Article XIII
- The following are preferences and limitations on the common stock of
[May want to limit stock, but would hinder an IPO.]
- Article XIV
- This corporation adopts the following additional articles:
- Section 1
- The corporation shall hold no copyright on any individual software
program that is not licensed under the http://www.gnu.org General Public License.
- Section 2
- The corporation shall hold no copyright on any collection of software
programs unless they are all individually licensed under the http://www.gnu.org General Public License.
- Section 3
- There shall be no amendment, restatement or other alteration of these
Articles of Incorporation.
[This prevents the articles from being
subverted. Only the by-laws may be altered. However, this could clash
with Article XII if an IPO is proposed.]
I certify that all of the facts stated in these Articles of
Incorporation are true and correct and are made for the purpose of
forming a business corporation under the laws of the State of [state] .
[date and sign, blah blah legal details]
HTML generated using LaTeX2HTML
by Ross Moore, 2022-01-28