Re: [s-b] Consultation 137

[Ed Murphy <emurphy42@xxxxxxxxxxxx>]

0x44 wrote:

> I answer consultation 137 NO.
> 
> 4e79 ostensibly obligates Officers of a Corporation to collectively 
> ensure that the /Corporation/ fulfills its obligations as specified in 
> its Articles. It does not establish that the Articles establish 
> obligations upon the Officers themselves. Furthermore, if 4e79 obliged 
> the Officers of a Corporation to fulfill obligations as defined in the 
> Articles of their Corporation, Rule 4e70 expressly prohibits Contracts 
> (of which Corporations are a subset) from binding any Legal Entity who 
> does not /voluntarily/ become bound to the Contract. Since Officers are 
> bound by the Articles of Incorporation to act on behalf of the Company, 
> and Rule 4e70 provides only a single mechanism for becoming bound to a 
> Contract, the CPA and CPA2 contracts could not have produced a 
> Corporation, as Rule 4e79 requires that the Articles name at least one.

I declare this answer INCONSISTENT.

4e79 says nothing about binding the Officers of a Corporation to its
AoI; the Officers are instead bound by 4e79 itself to ensure that the
Corporation fulfills its obligations.  The CPA2 contract happens to
impose obligations on the CPA2 Corporation that cannot be fully met
unless its Officers perform certain actions.
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