Re: [s-b] Consultation 137

[comex <comexk@xxxxxxxxx>]

On Tue, Oct 14, 2008 at 5:05 AM, Ed Murphy <emurphy42@xxxxxxxxxxxx> wrote:
> 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.

I declare this answer INCONSISTENT, for the same reasons.
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