Gentoo Foundation Inc. Articles of Incorporation

1.  [preamble]

The undersigned, for the purposes of forming a nonprofit corporation under the provisions of the New Mexico Nonprofit Corporation Act, Section 53-8-1, et seq., N.M.S.A. 1978, hereby adopts the following Articles of Incorporation for such corporation.

2.  Article I

Name

The name of the corporation (hereinafter referred to as the Corporation) is: GENTOO FOUNDATION, Inc.

3.  Article II

Duration

The Corporation shall have perpetual existence.

4.  Article III

Purpose

The Corporation is organized and at all times shall be operated, on a non-profit basis exclusive far the advancement and education and promotion of software development in an open environment.

5.  Article IV

Members

There shall be one class of members as fixed by the bylaws of this corporation Only those persons who meet the criteria established by the board of trustees may be a member of the organiaation. Each member shall be entitled to one vote

6.  Article V

Restrictions

(a) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, trustees, officers, or other private persons, except that the Corporatian shall be authorired and empowered to pay reasonable Compensation for services rendered and property. Notwithstanding any other provision of these articles, the Corporation shall not carry on any activities not permitted to be carried on by a Corporation exempt from Federal income tax under section 501(c)(1) of the internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law (hereinafter, the "Code").

(b) This Paragraph (b) shall apply only if the Corporation is or becomes a private foundation as that term is defined by Section 509 of the Code. The Corporation shall expend or distribute its income for each year at such time and in such amount and manner as not to subject it to tax under Section 4942 of the Code; and shall refrain from any act of self dealing, any retention of excess business holdings, any investment and any taxable expenditure which would subject it to tax under sections 4941, 4943, 4944 or 4945 of the Code.

7.  Article VI

Dissolution

Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of The liabilities of the Corporation, dispose of all the assets of the Corporation for the purposes of the Corporation, or to one or more organizations which are exempt under section 501(c) of the Code, as the Board of Trustees shall determine.

8.  Article VII

Initial Registered office and Initial Registered Agent

The street address of the initial registered office of the Corporation is 205 Tulane Drive. SE, Albuquerque, NM 87106.

The name of the initial registered agent of the Corporation, Daniel Robbins, an individual resident in New Mexico whose business office is at the above address, is 205 Tulane Drive, SE, Albuquerque, NM 87106.

9.  Article VIII

Board of Trustees

The number of trustees of the Corporation shall be not less than three or more than twenty-one. The initial Board of Trustees shall consist of thirteen persons. Thereafter, the Board of Trustees shall consist of such number of persons, not Less than three, as shall be fixed by the Bylaws. The initial Trustees who shall hold office until their successors shall take office, are as follows:

     Name                    Address


Corey Shields                410 Hickory Dr.
                             Ellettsville, IN 47429

Kurt Lieber                  329 Washington Street 81
                             Ellettsville, IN 47429

Nicholas Jones               3341 S. Wasbash Ave.
                             Chicago, IL 60616

Jay Pfeifer                  3534 Elf Cliff Pass Drive
                             San Antonio, TX 78247

Grant Goodyear               23103 Burcan Ct
                             Spring, TX 77373


Seemant Kulleen              2230-B Delaware Ave
                             Santa Monica, CA 90404

Deedra Waters                7160 Stark Ave.
                             Pensacola, FL 32514

John P. Davis                12250 Nantucket Drive
                             Chardon, OH 44024

Aron Griffis                 3 Winding Valley Road
                             Hollis, NH 03049

Sven Vermeulen               Leopold 2 lann 49
                             Burges, 8000
                             Belgium

Paul de Vrieze               Reitse Hoevenstraat 7b
                             Tilburg, 5042 EA,
                             The Netherlands

Joshua Brindle               6489 NW 63rd #351
                             Oklahoma City, OK 73132

Martin Schlemmer            17 Saxonburg Cresant
                             Oakglean, Bellville 7350
                             South Africa

10.  Article IX

Incorporator

The name and address of each Incorporator of the Corporation is as follows:

     Name                Address
  Daniel Robbins         205 Tulane Drive
                         Albuquerque, NM 87106

STATE OF NEW MEXICO
COUNTY OF BERNALILLO

The foregoing instrument was acknowledged before me this 14th day of May. 2004. by Daniel Robbins as the Incorporator of said Corporation.

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