Investment Account

Richard Laager rlaager at
Tue Sep 6 19:49:08 EDT 2022

Gary said he's okay being on the account.

Based on those answers, this would be my first choice:

Authorized Individuals: Matthew (is a Control Person)
                         Richard (NOT a Control Person)
                         Gary    (NOT a Control Person)
     certifying officer: John

Do we have a consensus that this is how we want to proceed? Do we 
need/want a formal motion?

Alternatively, if John doesn't want to touch it at all, we could do this:

Authorized Individuals: Matthew (is a Control Person)
                         Richard (NOT a Control Person)
     certifying officer: Gary

Pedantic Discussion:

On 9/6/22 18:23, John Bailey wrote:
> Any of our titled officers can be considered a "control person"
> (this is for Beneficial Ownership, which is a major pain for no real
> benefit) from a legal perspective.

There are three separate roles in question here:

* Control Person
* Authorized Individual
* certifying officer

Control Person

John and Matthew are quite clearly "Control Person"s. I'm not sure if 
Gary is. It says, "A Control Person is defined as an individual person 
with significant responsibility for managing the entity (e.g., a Chief 
Executive Officer, Chief Financial Officer, Chief Operating Officer, 
Managing Member, General Partner, President, Vice President, or Treasurer)."

I know those are just examples, and Secretary is an officer. But I'm not 
_sure_ that it qualifies. It might (and John would know much better than 
me what is typical), but that's my concern.

Authorized Individual

These are the people we are listing on the account.

We MUST list at least one Control Person as an Authorized Individual. 
Matthew would tick that box, even if Gary does not.

Certifying Officer

"a certifying officer, other than those listed in Sections 2 and 3, must 
sign this application, unless there are no other officers of the 
corporation aside from those listed."

It does seem that Gary is an officer and thus could be the "certifying 

So the tricky thing here is that if we list Gary as an Authorized 
Person, then he can't be the officer "other than [Authorized Persons]" 
who is required to sign the application. That leaves John as the only 
officer left.

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