• Articles of Incorporation
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Corporation Formation
1
Generally, a corporation files articles of
incorporation with the government,
laying out the general nature of the
corporation, the amount of stock it is
authorized to issue, and the names and
addresses of directors. Once the articles
are approved, the corporation's directors
meet to create bylaws that govern the
internal functions of the corporation,
such as meeting procedures and officer
positions.
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Subsidiary
1
An operating subsidiary is a business term
constantly used within the United States
railroad industry. In the case of a railroad,
it refers to a company that is a subsidiary
but operates with its own identity,
locomotives and rolling stock. In contrast,
a non-operating subsidiary would exist on
paper only (i.e. stocks, bonds, articles of
incorporation) and would use the identity
and rolling stock of the parent company.
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Types of business entity - State, Territory or Commonwealth incorporated
Oregon For private corporations it shall
contain one or more of the words
“corporation,” “incorporated,” “company” or
“limited” or an abbreviation of one or more of
those words; shall not contain the word
“cooperative.” For non-profit corporations
there is no specific requirement except the
name cannot imply a purpose not dictated in
its articles of incorporation and cannot contain
the word "cooperative" or the phrase "limited
partnership." Oregon Revised Statutes 60.094
for Private Corporations; ORS 65.094 for NonProfit corporations
1
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Private foundation - Description
Provisions for the
amendment of the statutes
or articles of incorporation
1
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OCLC - History
1
The group first met on July 5, 1967 on
the campus of The Ohio State
University to sign the articles of
incorporation for the nonprofit
organization
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Non-profit organization - Functions
* Provisions for the
amendment of the
statutes or articles of
incorporation.
1
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Non-profit organization - Formation and structure
In the United States, nonprofit
organizations are formed by filing
bylaws and/or articles of incorporation
in the state in which they expect to
operate. The act of incorporating creates
a legal entity enabling the organization
to be treated as a corporation by law and
to enter into business dealings, form
contracts, and own property as any other
individual or for-profit corporation may
do.
1
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Non-profit organization - Canada
1
Other provinces (such as Alberta) permit
incorporation as of right, by the filing of
Articles of Incorporation or Articles of
Association.
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Non-profit organization - Canada
1
It allows for incorporation as of right,
by Articles of Incorporation; does away
with the ultra vires doctrine for
nonprofits; establishes them as legal
persons; and substantially updates the
governance provisions for nonprofits
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Series B - Stages in a venture round
:*Amended and restated articles of
incorporation — formalize issues like
authorization and classes of shares
and certain investor protections
1
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Ageism - Advocacy campaigns
1
The National Youth Rights Association started
in 1998 to promote awareness of the legal
and human rights of young people in the
United States,National Youth Rights
Association
(2001).[http://www.youthrights.org/docs/nyraa
rticlesofinc.pdf] National Youth Rights
Association Articles of Incorporation (Partial)
and the Freechild Project was formed in 2001
to identify, unify and promote diverse
opportunities for youth engagement in social
change by fighting Ageism.
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Certificate of incorporation - Commonwealth systems
1
The certificate of incorporation, or
articles of incorporation, form a
major constituent part of the
constitutional documents of the
corporation
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Joint venture - Company incorporation
1
A Certificate of Incorporation or the Articles
of Incorporation is a document required to
form a corporation in the US (in actuality,
the State where it is incorporated) and in
countries following the practice. In the US,
the 'constitution' is a single document. The
Articles of Incorporation is again a
regulation of the Directors by the stockholders in a company.
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501(c)(3) - Obtaining status
Unlike for-profit corporations that
benefit from broad and general
purposes, non profit organizations
need to be limited in powers to
function with tax exempt status, but a
non profit corporation is by default not
limited in powers until it specifically
limits itself in the articles of
incorporation and/or nonprofit
corporate bylaws
1
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Immortalist Society
On October 20, 1985, the Articles of
Incorporation were amended once more to
change the name to Immortalist Society.
1
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Alcor Foundation - History
1
In 1977, articles of incorporation were filed
in Indianapolis by the Institute for
Advanced Biological Studies (IABS) and
Soma, Inc
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Identity theft - Identity protection by organizations
* Failure of governments, when
registering sole proprietorships,
partnerships, and corporations, to
determine if the officers listed in the
Articles of Incorporation are who they
say they are. This potentially allows
criminals access to personal
information through credit rating and
data mining services.
1
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Trust law - Overview
1
This is particularly evident in the Delaware
business trust, which could theoretically,
with the language in the Articles of
Incorporation|governing instrument, be
organized as a cooperative corporation,
limited liability corporation, or perhaps
even a nonprofit corporation, although
traditionally the Massachusetts business
trust has been commonly used
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Insurance - Insurance companies
Most states require that excess line
insurers submit financial information,
articles of incorporation, a list of officers,
and other general information
1
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High-occupancy vehicle lane - Compliance, enforcement and avoidance
1
In January 2013, a motorist tried to claim
that the Articles of Incorporation of his
business – which had been placed
unbuckled on the driver’s seat,
constituted a person, citing the principle
of corporate personhood and California's
state Vehicle Code, which defines a
person as “natural persons and
corporations.” This argument was
subsequently rejected in Traffic court,
which commented that Common sense
says carrying a sheath of papers in the
front seat does not relieve traffic
congestion.
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Mormon Times - The Deseret News Publishing Company
1
Its articles of incorporation, filed with
the Salt Lake County Clerk, provided
for 500 shares of stock, all retained by
the Church (with the exception of the
qualifying directors' shares).
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Triple bottom line - Legislation
Some businesses have voluntarily
adopted a triple bottom line as part of their
articles of incorporation or bylaws, and
some have advocated for state laws
creating a Sustainable Corporation that
would grant triple bottom line businesses
benefits such as tax breaks.
1
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California Bluegrass Association
1
The Articles of Incorporation further
state that the organization is formed to
promote, encourage, foster, and
cultivate the preservation,
appreciation, understanding,
enjoyment, support, and performance
of American roots music|traditional
instrumental and vocal music of the
United States.
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Companies' Creditors Arrangement Act - Approval of the compromise or arrangement
Negotiated compromises and
arrangements may deal with any matter,
including claims against directors and
amendments to the articles of
incorporation or letters patent
incorporating the company. When they
have been approved by each participating
class of creditors (by a two-thirds vote by
value of the claims involved) the court
may then approve it, and it will be binding
on all persons, including trustees in
bankruptcy.
1
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California State Students Association - Member organizations
1
* Associated Students, California State University, Bakersfield,
Inc.[http://www.csub.edu/asi/index.html Associated Students,
California State University, Bakersfield, Inc.] was originally
organized as an unincorporated association named
[http://www.csub.edu/ASI/files/governing_articles.doc
Associated Students, California State College, Bakersfield.] It
later changed its status from an unincorporated association to
a [http://www.leginfo.ca.gov/cgibin/displaycode?section=corpgroup=05001-06000file=51105111 California Nonprofit Public Benefit Corporation] in
accordance with [http://www.leginfo.ca.gov/cgibin/displaycode?section=corpgroup=05001-06000file=51205122 California Corporations Code Section 5121.] Its articles
of incorporation were filed on December 21, 1987
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California State Students Association - Member organizations
* Associated Students,
Chico|Associated Students of
California State University,
Chico[http://www.aschico.com/
Associated Students of California State
University, Chico] was incorporated
on March 20, 1942. Its
[http://www.aschico.com/images/cm
s/211_11_AS_Articles_of_Incorp.pdf
Restated Articles of Incorporation]
were filed on October 2, 1990. —
(California State University, Chico)
1
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Limited company - Canada
1
In Canada, a person wishing to register a
limited company must file Articles of
Incorporation with either their provincial
government or the federal
government.[http://www.bdc-canada.com
bdc-canada.com]
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Telcordia Technologies - History
1
The company was created on October 20,
1983, as 'Central Services Organization,
Inc.'[http://assignments.uspto.gov/assignm
ents/assignment-tm-1931-0213.pdf
Restated Articles of incorporation of Bell
Communications Research, Inc.] as part of
the 1982 Modification of Final Judgment
that broke up the Bell System
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Philippine Christian University - History
On January 11, 1947, the Articles of
Incorporation was registered with the
Securities and Exchange Commission.
The original name of the institution
was Manila Union University; this was
later changed to Philippine Christian
College.
1
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Everett, Washington - History
1
On November 19, 1890, the Articles of
Incorporation for the Everett Land
Company were filed, with Henry Hewitt
Jr. as president. On November 26, 1890,
the Rucker Brothers transferred of
property on the Everett peninsula to
Hewitt. Three days later, The
Remarkable Document was drafted,
setting the terms by which the Rucker
Brothers would donate half their
remaining holdings to Hewitt in
exchange for promises of specific
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Charitable organization - Federal tax relief
These include the organization being
organized as a corporation, trust, or
unincorporated association, and the
organization’s organizing document (such
as the articles of incorporation, trust
documents, or articles of association) must
limit its purposes to being charitable, and
permanently dedicate its assets to
charitable purposes
1
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Statutory auditor - Japanese usage
1
A kabushiki kaisha must have at least one
statutory auditor, unless the transfer of
shares is restricted in the articles of
incorporation
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Articles of Association (law)
In corporate governance, a company's
'articles of association' (called articles of
incorporation in some jurisdictions) is a
document which, along with the
memorandum of association (in cases
where the memorandum exists) form the
company's constitution, defines the
responsibilities of the directors, the kind of
business to be undertaken, and the means
by which the shareholders exert control
over the board of directors.
1
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Articles of Association (law) - Other countries
1
The term 'articles of association' of a
company, or ' articles of
incorporation', of an American or
Canadian Company, are often simply
referred to as 'articles' (and are often
capitalized as an abbreviation for the
full term)
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Joint-stock companies - United States
Corporations are created by filing the
requisite documents with a particular
state government. The process is called
“incorporation,” referring to the abstract
concept of clothing the entity with a veil
of artificial personhood (embodying, or
“corporating” it, ‘corpus’ being the Latin
word for ‘body’). Only certain
corporations, including banks, are
chartered. Others simply file their
articles of incorporation with the state
government as part of a registration
1
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Bylaws - Corporate bylaws
Corporate and organizational bylaws
regulate only the organization to which
they apply and are generally concerned
with the operation of the organization,
setting out the form, manner or procedure
in which a company or organisation should
be run. Corporate bylaws are drafted by a
corporation's founders or directors under
the authority of its Charter or Articles of
Incorporation.
1
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Non-stock corporation - Types
A company can always switch from
stock to non-stock and vice-versa at
any time, usually by paying a small fee
to change the articles of incorporation,
and potentially a stock fee if the
corporation changes from non-stock to
stock
1
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Non-stock corporation - Types
Note this fee is in addition to the fee
charged for the yearly renewal of articles
of incorporation|the corporation's charter.
1
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AFL-CIO - Allied groups
1
Others, like American Rights at Work, are
independent in name only; they are
nonprofit, nonpartisan organizations with
their own articles of incorporation, charter,
governance structure, etc., but are funded
largely by the AFL–CIO, and their boards
are dominated by its directors
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Law school - Taiwan
Once a non-citizen is approved to
practice law in Taiwan, he or she must
abide by all statutes related to the
legal practice, Codes of Legal Ethics,
and the Articles of Incorporation of
the Bar Association to which they are
members.[http://law.moj.gov.tw/Eng
/LawClass/LawAll.aspx?PCode=I0020
006 Attorney Regulation Act, Article
46]
1
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Western Governors University - History
1
In January 1997, 13 governors were on
hand to sign the articles of
incorporation formally beginning the
new university.
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Institut der Wirtschaftsprüfer in Deutschland
In accordance with its Articles of
Incorporation, the IDW does not operate
as a commercial business and is a not-forprofit organisation
1
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Philippine Institute of Certified Public Accountants - Aims
# To develop a treaty of friendship
among its
members.[http://www.picpa.com.ph/
About-PICPA/Sec-Articles.aspx PICPA
Articles of Incorporation dated April
25, 1947], as amended in 1996
1
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Ultra vires - Corporate law
1
In corporate law, ultra vires describes
acts attempted by a corporation that
are beyond the scope of powers
granted by the corporation's objects
clause, articles of incorporation or in a
clause in its Bylaws, in the laws
authorizing a corporation's formation,
or similar founding documents. Acts
attempted by a corporation that are
beyond the scope of its charter are void
(law)|void or voidable.
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Articles of incorporation
1
The Articles of Incorporation (sometimes
also referred to as the Certificate of
Incorporation or the Corporate Charter)
are the primary rules governing the
management of a corporation in the United
States and Canada, and are filed with a
state or other regulatory agency.
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Kabushiki gaisha - Formation
1
Additionally, the articles of incorporation must
contain the following if applicable:
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Kabushiki gaisha - Formation
1
Other matters may also be included, such
as limits on the number of directors and
auditors. The Corporation Code allows a
K.K. to be formed as a , or a (so-called) ,
in which case the board of directors must
approve any transfer of shares between
shareholders; this designation must be
made in the articles of incorporation.
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Kabushiki gaisha - Receipt of capital
In a direct incorporation, each
incorporator receives a specified
amount of stock as designated in the
articles of incorporation. Each
incorporator must then promptly pay
its share of the starting capital of the
company, and if no directors have
been designated in the articles of
incorporation, meet to determine the
initial directors and other officers.
1
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Dominican University of California - Early history
1
In 1890 the Congregation of the Most
Holy Name, under the auspices of
Mother O’Donnell, filed Articles of
Incorporation with the Secretary of
State of California
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Nevada corporation - Legal benefits
1
Nevada (unlike other states) permits
the corporation's articles of
incorporation to vest authority to
adopt, amend or repeal bylaws
exclusively in the directors, so that
shareholders would not be able to
change the corporation's bylaws.
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Nonprofit corporation - Religious corporation
1
Religious corporations are formed like all
other nonprofit corporations by filing
articles of incorporation with the state
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Sausalito, California - Service organizations and clubs
1
Articles of Incorporation, Section 2 May
29, 2009 Some activities of the foundation
include the Sausalito Lighted Boat Parade
and Fireworks, Opening Day on the Bay
celebration, Youth Sailing Program,
Burning Woman Artists Waterfront Exhibit,
Kids Waterfront Day-in-the-Park and Jazz
Blues On-the-Waterfront.
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De facto corporation and corporation by estoppel - De facto corporation
#:For example, if the articles of
incorporation were mailed to the
appropriate office, but addressed to
the wrong person, lost in the mail, or
not filed by the corporation by the
time the corporation began acting in
an official capacity.
1
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501(c) - Obtaining status
1
Unlike for-profit corporations that benefit
from broad and general purposes, non
profit organizations need to be limited in
powers to function with tax exempt status,
but a non profit corporation is by default
not limited in powers until it specifically
limits itself in the articles of incorporation
and/or nonprofit corporate bylaws
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Business corporation - Constitution
1
The memorandum of Association (or
articles of incorporation) is the primary
document, and will generally regulate
the company's activities with the
outside world
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Council on Chiropractic Education – USA - History
In January 2005, the Board of
Directors (BOD) established
“membership” into the structure of
CCE, with “members” being
representatives of the accredited
DCPs, in accordance with the CCE
Articles of Incorporation. As a
provision of this change, the member
programs elected the majority of the
BOD and voted, along with the BOD,
1
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Incorporation (business) - Steps required for incorporation
1
The 'articles of incorporation' (also called a
charter, certificate of incorporation or letters
patent) are filed with the appropriate state
office, listing the purpose of the corporation,
its principal place of business and the
number and type of shares of
stock.[http://www.lawserver.com/maps/statecorporation-departments Interactive map of
U.S. state corporation departments],
LawServer A registration fee is due, which is
usually between $25 and $1,000, depending
on the state.
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Registered agent - Designating a registered agent
For example, a person forming a
corporation in the State of Nevada or
Delaware, would designate the
registered agent along with the
agent's address on the articles of
incorporation filed with the Nevada
Secretary of State or Delaware
Secretary of State respectively
1
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Delaware General Corporation Law - History
General incorporation allowed
anyone to form a corporation by
simply raising money and filing
articles of incorporation with the state
government's secretary of state.
1
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C corporation - Forming a corporation
1
Most state corporate laws require that
the basic governing instrument be
either the certificate of incorporation
or formal articles of incorporation
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Architectural Woodwork Institute
Moments after the officers were
selected, Robert Hoe, Jr., the director
from Poughkeepsie, handed the new
treasurer his company check for the
first year’s dues, and the Architectural
Woodwork Institute was on its way.
Shortly thereafter, AWI was
incorporated as a non-profit
organization under the laws of the
state of Illinois. Articles of
Incorporation were recorded on
December 17, 1954.
1
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Canadian corporate law - History
Current Acts (such as the Canada
Business Corporations Act) generally
provide for formation by articles of
incorporation, but Prince Edward Island
still retains the letters patent procedure
and Nova Scotia provides for incorporation
by memorandum of association.
1
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Canadian corporate law - Board of directors
The articles of incorporation can
provide for different classes of shares
(which may carry the right to elect
separate directors). Like most of the
Commonwealth and Europe, the one
share, one vote principle prevails in
public companies, but cumulative
voting can occur where the articles of
incorporation so provide.
1
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American Registry for Internet Numbers
ARIN opened its doors for business on
December 22,
1997[http://www.arin.net/about_us/history.
html About ARIN] after incorporating on
April 18,
1997.[http://www.arin.net/about_us/corp_d
ocs/artic_incorp.html Articles of
Incorporation ] ARIN is a nonprofit
corporation with headquarters in Chantilly,
Virginia|Chantilly, Virginia,
USA.[http://www.arin.net/contact_us.html
Contact Us]
1
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Armour Research Foundation - History of IITRI
1
The file name is currently under the
entity of IIT Research Institute, which
would have been done by filing a
change of name as an amendment to
the articles of incorporation at a later
date, thus allowing retention of the
original Armour incorporation date
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Housing cooperative
1
The corporation's articles of incorporation
and bylaws as well as occupancy
agreement specifies the cooperative's
rules.
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Astronomical Society of the Pacific - Past Presidents
1
*1892 William Montgomery Pierson
(San Francisco attorney; drew up
Society's articles of incorporation)
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Religious corporation
1
Religious corporations are formed like all
other nonprofit corporations by filing
articles of incorporation with the state
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Academy of Motion Picture Arts and Sciences - History
Between that evening and when the
official Articles of Incorporation for the
organization were filed on May 4, 1927,
the International was dropped from the
name, becoming the Academy of Motion
Picture Arts and Sciences.Osborne,
Robert
1
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Red herring prospectus - Contents
1
#copies of the articles
of incorporation of the
issuer.
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Specialized investment fund - Valuation of the Assets
Unless otherwise provided for in the
issuing document, the Valuation
(finance)|valuation of the assets must be
based on fair value, determined in
accordance with the procedures laid down
in the management regulations (FCP) or
articles of incorporation (SICAV-SICAF).
1
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FiveThirtyEight.com - Partnership with The New York Times: 2010-2013
1
The blog would be listed under the Politics
tab of the News section of the
Times.Megan Garber, Articles of
Incorporation: Nate Silver and Jim Roberts
on the NYT's Absorption of
FiveThirtyEight,
[http://www.niemanlab.org/2010/06/articles
-of-incorporation-nate-silver-and-jimroberts-on-the-nyts-absorption-offivethirtyeight/ NiemanJournalismLab,
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Non-profit group - Canada
1
Other provinces (such as Alberta) permit
incorporation as of right, by the filing of
Articles of Incorporation or Articles of
Association.
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Constitutional documents - Companies
1
*the 'Memorandum of Association' (in
some countries referred to as the
'Articles of Incorporation') is the
primary document, and will generally
regulate the company's activities with
the outside world, such as the
company's objects and powers.
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
American Anthropological Association - History
1
...promote the science of anthropology, to
stimulate and coordinate the efforts of
American anthropologists, to foster local
and other societies devoted to
anthropology, to serve as a bond among
American anthropologists and
anthropologic[al] organizations present
and prospective, and to publish and
encourage the publication of matter
pertaining to anthropology.AAA Articles of
Incorporation
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Subsidiaries
An 'operating subsidiary' is a business
term constantly used within the United
States railroad industry. In the case of a
railroad, it refers to a company that is a
subsidiary but operates with its own
identity, locomotives and rolling stock. In
contrast, a 'non-operating subsidiary'
would exist on paper only (i.e., stocks,
bonds, articles of incorporation) and would
use the identity and rolling stock of the
parent company.
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Outline of geography - Man-made geographic features
*** City ndash; relatively large and
permanent settlement. In many regions, a
city is distinguished from a town by
attainment of designation according to law,
for instance being required to obtain
articles of incorporation or a royal charter.
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Funding round - Components of a round
1
*Various subsidiary or related agreements
such as a buy-sell agreement, investor
rights agreement, proxy agreements, and
proposed amendments to a company's
articles of incorporation
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Green Bay Packers - Public company
Based on the original Articles of
Incorporation for the (then) Green Bay
Football Corporation put into place in
1923, if the Packers franchise were to
have been sold, after the payment of all
expenses, any remaining money would go
to the Sullivan-Wallen Post of the
American Legion in order to build a proper
soldier's memorial
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Narcotics Anonymous - Resurgence
A World Service Office was officially
opened in
1977.[http://web.archive.org/web/20041
024183104/http://www.nahistory.org/WSO_Incorporation_Papers
_1977.html Articles of incorporation] of
the World Service Office in 1977
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Mutual of Omaha - History
1909 (March 5) – Mutual Benefit
Health and Accident Association filed
articles of incorporation with the
Nebraska Insurance Department. V. J.
Skutt, Mutual of Omaha, the good
neighbor. (Newcomen Society in North
America, 1961) p11
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
US West Communications - Acquisition by Qwest
1
Because USWEST's stock was trading
at very high prices during the dot-com
bubble, Qwest was able to purchase
the larger firm, and the Bell
Operating Company was renamed
'Qwest
Corporation'.[http://www.sos.state.co
.us/biz/ViewImage.do?masterFileId=
19871054618fileId=20001132502
Articles of Amendment to the Articles
of Incorporation, July 5, 2000,
Colorado Secretary of State]
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Godo kaisha - Basic structure
1
Following ratification of the agreement, the
GK's articles of incorporation and
corporate seal must be registered with the
. Once the bureau processes the
registration, the company may open a
bank account, seal contracts, and engage
in other activities as a Juristic person|legal
entity.
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Godo kaisha - Distinguishing characteristics
* All members must consent to
amendment of the articles of
incorporation, unless the articles of
incorporation provide otherwise. (In a
KK, only a supermajority of
shareholders is required.)
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Godo kaisha - Distinguishing characteristics
* All members must consent to any
transfer of ownership, unless the articles
of incorporation provide otherwise. (In a
KK, the transfer of shares is unlimited by
default.)
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Alternative DNS root - Open RSC
1
The organization posted bylaws and
articles of incorporation outlining
ORSC's position following extensive
public discussion regarding the
manner in which the DNS was
operated.
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
HOV - Compliance, enforcement, and avoidance
1
In January 2013, a motorist tried to claim
that the Articles of Incorporation of his
business, which had been placed
unbuckled on the passenger’s seat,
constituted a person, citing the principle
of corporate personhood and California's
state Vehicle Code, which defines a
person as natural persons and
corporations. This argument was
rejected in traffic court, which
commented, Common sense says
carrying a sheath of papers in the front
seat does not relieve traffic congestion.
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
European Financial Stability Facility
The Facility's headquarters are in
Luxembourg
City,[http://www.etat.lu/memorial/memorial/
2010/C/Pdf/c1189086.pdf#Page=2 Etat.lu]
Articles of Incorporation of the EFSF
established as a public limited liability
company under the laws of the GrandDuchy of Luxembourg
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
John Muir - Co-founding the Sierra Club
1
On May 28, 1892, the first meeting of the Sierra
Club was held to write articles of incorporation
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Spółka z ograniczoną odpowiedzialnością - Overview
The conclusion of the articles of
incorporation creates a legal capacity
subject, the company prior registration.
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Spółka z ograniczoną odpowiedzialnością - Overview
The second step requires the full
payment of the share capital as
codified by the articles of
incorporation. Where required the
payment includes the agreed surplus
over the nominal value of the
company share.Cf. Oplustil in
Liebscher/ Zoll (2005): Einführung in
das polnische Recht, 2. Teil § 15 Rn. 7;
Kidyba (2010): Kodeks spółek
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Spółka z ograniczoną odpowiedzialnością - Content of the articles of incorporation
The articles of incorporation must
contain information about the name of
the company, place of business, the
subject of the activity, the amount of
registered capital, an indication of
whether a shareholder is allowed to
take over one or more company
shares, the number and the nominal
value of the company shares of each of
the shareholders are taken and the
duration of the company, if it is
determined.Cf
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Spółka z ograniczoną odpowiedzialnością - Costs of formation
1
Finally, within 14 days after formation of
the articles of incorporation, the so-called
tax on civil law transactions (PCC) is to
pay
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Spółka z ograniczoną odpowiedzialnością - Capital raising and capital maintenance
1
The shares can either be of equal or unequal height,
depending on the articles of incorporation
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Spółka z ograniczoną odpowiedzialnością - Change in the share capital amount
Without changing the articles of
incorporation, the capital increase
can be carried out only if this is
expressly permitted by the articles of
incorporation
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Spółka z ograniczoną odpowiedzialnością - Change in the share capital amount
The capital reduction of share capital
requires changing the articles of
incorporation in general as well. The
shareholders may decide either the
recovery of shares or the reduction of the
share value. The reduction decision has to
determine the amount of the share capital
reduction and the way by which the capital
should be reduced.Cf. Brockhuis/ Schnell
(2002): Gesellschaftsrecht in Polen, S. 59.
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Spółka z ograniczoną odpowiedzialnością - The Board of Directors
The board consists of one or more
individuals. To the board may be
appointed both shareholders and third
parties. Board members may be foreigners
or persons resident abroad.Cf. Bogen/
Siekierzyński (2006): Länderbericht Polen,
S. 26 Rn. 117. The members of the Board
are appointed and dismissed by resolution
of the shareholders, unless the articles of
incorporation provides otherwise, such as
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Spółka z ograniczoną odpowiedzialnością - The Board of Directors
1
Unless otherwise agreed in the articles of
incorporation, a board member can be
dismissed at any time. However, the
claims arising from the employment
relationship persist.Cf. Kidyba (2010):
Kodeks spółek handlowych: TOM I:
Komentarz do art. 1-300, § 203 Nr. 1.
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Spółka z ograniczoną odpowiedzialnością - The Board of Directors
1
The Board conducts the business of the
sp. z o.o. and represents it externally. The
legal representative of a board member
cannot be confined in an external legal
effect.Cf. Kidyba (2010): Kodeks spółek
handlowych: TOM I: Komentarz do art. 1300, § 204 Nr. 1. The articles of
incorporation certainly may determine the
way of representation.
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Spółka z ograniczoną odpowiedzialnością - Other bodies at a glance
Otherwise the shareholders are
responsible for an agreement in the
articles of incorporation on the
appointment of a supervisory board or
audit commission
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Spółka z ograniczoną odpowiedzialnością - Rights and obligations of shareholders
1
Under the special relation of the articles of
incorporation may accrue the following
duties: acquisition of administrative or
supervisory duties, the obligation to
recurring contributions in kind (Art
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Spółka z ograniczoną odpowiedzialnością - Rights and obligations of shareholders
1
Deviation from the equality in principle
envisaged in terms of rights and duties of
all shareholders may be prerogatives
recognized under the special relation of
the articles of incorporation. In particular,
those prerogatives may affect the right to
vote (more than three votes per share)
and the right to dividend (maximum of
150% of the dividend to be paid to a nonprivileged share).Cf. Brockhuis/ Schnell
(2002): Gesellschaftsrecht in Polen, S. 61.
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Spółka z ograniczoną odpowiedzialnością - Liquidation and Insolvency
1
Causes for dissolution may result from the law
as well as the articles of incorporation
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Arrow Development
1
Similarly named Arrow Dynamics, eventual
successor to Arrow Development, was
incorporated in Delaware on January 10,
1986 by Ron Toomer, Otis Hughes, David
Klomp, Ray Crandall and Brent
Meikle.State of Utah Division of
Corporations and Commercial Code
Database - Articles of Incorporation
#131482
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Arrow Development - Post Disney era transition into Arrow Dynamics and SS
Arrow
1
On January 6, 1986, restated articles of
incorporation, changing the name of Arrow
Huss to Arrow Dynamics, Inc. were filed in
Delaware. On March 10, 1987, Ron
Toomer, Otis S. Hughes and Brent H.
Meikle would file an application for
certification of authority for Arrow
Dynamics, Inc., also in Delaware.
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Arrow Development - Post Disney era transition into Arrow Dynamics and SS Arrow
1
On May 27, 1987 Toomer, Hughes and
Meikle would draft articles of
incorporation for Arrow Dynamics as
a Utah corporation
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Budapest Stock Exchange - 1864–1914: An Exchange is born
1
After a few years of slow growth, 1872
saw the first significant market boom,
when the Minister of Trade approved
the articles of incorporation of 15
industrial and 550 financial
companies whose shares were then
listed on the exchange.
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Budapest Stock Exchange - 1914–1948: From one world war to another
1
In 1942 the government applied stricter
measures for the BSCE articles of
incorporation, prohibited private
trading in equities, required specific
reporting obligations on equity
portfolios, and set maximum values on
daily price changes
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Pi Kappa Phi - Expansion
1
Kroeg developed Articles of Incorporation
and the name Pi Kappa Phi became
legally registered in the state of South
Carolina on December 23, 1907.
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Metropolitan Community Church - General Conference
1
Internationally, the government of the
UFMCC is vested in the tri-annual
General Conference, subject to the
provisions of the Fellowship Articles
of Incorporation, its bylaws, or
documents of legal organization
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Metropolitan Community Church - Local congregations
1
Each affiliated member church of MCC is
a self-governing, legally Autonomous
entity|autonomous body, is vested in its
congregational meeting which exerts the
right to control all of its affairs, subject to
the provisions of the UFMCC Articles of
Incorporation, bylaws, or documents of
legal organization, and the General
Conference
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Kazakhstan Stock Exchange - KASE shareholders
KASE's Articles of Incorporation
stipulate a Golden share|golden share,
which is held by the National Bank of
the Republic of Kazakhstan. It carries
the right to veto decisions made by
KASE bodies on issues of currency
regulation and regulation of
Kazakhstan government bonds market.
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Lobster trap (finance)
1
In a lobster trap, the target firm issues a
Articles of Incorporation|charter that
prevents individuals with more than 10%
ownership of convertible
security|convertible securities (includes
convertible bonds, convertible preferred
stock, and warrants) from transferring
these securities to Voting interest|voting
stock
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
TV5 (Philippines) - Pre-Martial Law (1960-1972)
New stockholders led by broadcast
veteran Edward Tan and Chino
Roces's son Edgardo then began the
arduous task of resuming broadcasts.
The Securities and Exchange
Commission granted their application
for an increase in capitalization and
amendments to ABC’s articles of
incorporation and by-laws. They were
subsequently granted a permit to
operate by the National
Telecommunications Commission
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Business organizations - Greece
*I.K.E. (Idiotiki kefaleouhiki Eteria /
Ιδιωτική Κεφαλαιουχική Εταιρεία) = Private
Company, minimum capital=€1. The
shares do not take the form just of capital
but also warranties, labor offer etc. This
form is a composite form between A.E.
E.P.E and O.E. which is greatly affected by
the Articles of Incorporation.
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Boston Vegetarian Society
1
* All Food at BVS is vegan and alcoholfree, according to the earliest documents
(bylaws and articles of incorporation) of
the Boston Vegetarian Society.
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Sdn Bhd - Greece
*I.K.E. (Idiotiki kefaleouhiki Eteria /
Ιδιωτική Κεφαλαιουχική Εταιρεία) = Private
Company, minimum capital=€0. The
shares do not take the form just of capital
but also warranties, labor offer etc. This
form is a composite form between A.E.
E.P.E and O.E. which is greatly affected by
the Articles of Incorporation.
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Bank of Korea - Executive and Auditor
1
The Senior Deputy Governor assists
the Governor and is appointed by the
President upon the recommendation
of the Governor. The Deputy
Governors are appointed by the
Governor and undertake their
respective duties in the manner
stipulated in the Articles of
Incorporation of the Bank of Korea.
The term of office of the Senior Deputy
Governor and each of the Deputy
Governors is three years and they may
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Not-for-profit organization - Functions
* Provisory for the
amendment of the
statutes or articles of
incorporation.
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Philippine National Bank - Privatization of PNB
1
In 1995, PNB moved to its headquarters
to the PNB Financial Center, Central
Boulevard (now Diosdado Macapagal
Boulevard), Pasay. In 1996, the
Securities and Exchange Commission
(Philippines)|Securities and Exchange
Commission approved the Bank's new
Articles of Incorporation and by-laws
and the change in the status of PNB from
a government-based to a private
corporation with the control of the
government reduced to 46 per cent.
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Red Carpet Inn - History
1
In May 1955, articles of incorporation were
issued by the State of Colorado for Tasha
Oil and Uranium Co., with a subsequent
name change in 1978 to Broadway
Enterprises, Inc.), and 1979 to Hotel RentA-Car Systems.
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Legal translation
Legal translation may also involve,
certificates of accuracy, witness
statements, deposition (law)|depositions,
trusts, will(law)|wills, articles of
incorporation, pleadings|litigation
documents, immigration documents,
property/exhibit labels and in some cases
attendance in court by the translator(s).
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Walter Alvarez - Big History
Alvarez helped organize a meeting of Big
Historians at the Geological Observatory at
Coldigioco in Italy in
2010[http://ibhanet.org/page-1252419 Origins
of the International Big History Association]
which resulted in the establishment of the
International Big History Association. In 2011,
the IBHA is a 501(c)3 non-profit
organization.[http://ibhanet.org/Resources/Do
cuments/IBHA_Articles_of_Incorporation.pdf
International Big History Association Articles
of Incorporation]
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Phillips Academy - History
1
John Hancock, the famous signer of
the United States Declaration of
Independence, signed the school's
articles of incorporation
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
History of the Green Bay Packers - Public company
Based on the original Articles of
Incorporation for the (then) Green Bay
Football Corporation put into place in
1923, if the Packers franchise was sold,
after the payment of all expenses, any
remaining monies would go to the
Sullivan-Wallen Post of the American
Legion in order to build a proper
soldier's memorial
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Alaska Native Regional Corporations - Text of the Act
1
The articles of incorporation shall include
provisions necessary to carry out the
terms of this chapter.
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
International Council of Graphic Design Associations - 2000s
1
Highlights from the GA included the ratification
of update definition of the profession from
‘Graphic Design’ to ‘Communication Design',
approval of revisions to Regulations and best
practice for organizing design awards
competitions, the introduction of Icograda best
practice statement on soliciting work from
professional communication designers,
substantial revisions to the Articles of
Incorporation and Bylaws include a ‘one member
one vote’ system and granting of voting rights to
Education Members (excluding on professional
practice issues), establishment of an IDA
Taskforce to explore options for future
development, launch of INDIGO (Indigenous
Design Network) ashttps://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
part of IDA portfolio lead by
Icograda
Deutsche Flugsicherung - Running Costs and Fees
According to the articles of
incorporation|Gesellschaftsvertrag,
DFS is a not-for-profit company. Any
surpluses generated must also be
repaid in accordance with the
internationally accepted principles for
the collection of air navigation charges
to airspace users.
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Southeastern University (Florida) - Campus growth
In 2012 Southeastern approved the
addition of a nursing program and the
Board of Trustees also signed off on a new
mission and vision statement for the
university, approved a new faculty
handbook, and adopted articles of
incorporation and bylaws for the University
Foundation
1
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Martin Harris (Latter Day Saints) - Split with Joseph Smith
1
In 1838, Smith called the Three Witnesses
Cowdery, Harris, and Whitmer too mean to
mention; and we had liked to have forgotten
them.B.H. Roberts, ed. History of the Church
(Joseph Smith)|History of the Church (Salt
Lake City: Deseret News, 1905), '3': 232.
Parrish's church in Kirtland took control of the
Kirtland Temple|temple and became known
as The Church of Christ. In its 1838 articles
of incorporation, Harris was named one of the
church's three trustees.
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Alpha Phi Alpha - Consolidation and expansion
1
On January 29, 1908, the Alpha Phi Alpha
Fraternity was incorporated in the state of
New York. The purpose and objective of
the fraternity within the articles of
incorporation were declared educational
and for the mutual uplift of its members.
The fraternity has established Alpha Phi
Alpha Archives at Howard University's
Moorland-Spingarn Research Center to
preserve the history of the organization.
https://store.theartofservice.com/the-articles-of-incorporation-toolkit.html
Tierra Verde, Florida - History
On June 30, 1961, the Tierra Verde
Community Association Articles of
Incorporation were filed with the State of
Florida, and the original Declaration of
Restrictions and Covenants were recorded
in public records in August that same year.
1
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