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42-449: AWG's history dates back to 1924 when a group of 20 independent grocers met for the first time to discuss the advantages of combining their buying and advertising power. Competition was fierce in those days with national chains dominating the grocery scene. Independents struggled to compete, and a cooperative effort was viewed as the only way in which to gain market strength. For two years, the group bought collectively and stored their wares in

84-546: A special resolution of its shareholders, provided that they meet the requirements and restrictions of the Companies Acts. Such requirements tend to be more onerous for public companies than for private ones . In Hong Kong , the Companies Registry provides four samples of model Articles of Association, and they are known as Sample A, B, C, and D respectively. < Sample A and B are both designed for

126-416: A trust or partnership ) that is registered by the corporation as the legal owner of shares of the share capital of a public or private corporation . Shareholders may be referred to as members of a corporation. A person or legal entity becomes a shareholder in a corporation when their name and other details are entered in the corporation's register of shareholders or members, and unless required by law

168-416: A "memorandum of incorporation" or "MoI". The MoI gives considerably more scope to vary how to the company is governed than the previous arrangement. Articles of Incorporation are appended to a Certificate of Incorporation and become the legal document that governs the corporation. In Canada , the process of incorporation can be done either at the federal or provincial level. Companies which incorporate with

210-776: A 30,000 square foot expansion of its headquarters in Kansas City, KS. The newly expanded complex houses over one-thousand employees, including the AWG corporate office and the Kansas City distribution center, as well as 100 employees from Valu Merchandisers Company, a wholly owned subsidiary formerly located in Kansas City, Missouri . AWG's Gulf Coast division, located in Pearl River, Louisiana, began shipping product on January 20, 2013. In 2016, AWG reached an agreement to acquire certain assets of Affiliated Foods Midwest (AFM). AFM,

252-511: A company (in the United States commonly referred as common stock) is usually referred to as an ordinary shareholder. This type of shareholding is the most common. Ordinary shareholders have the right to influence decisions concerning the company by participating at general meetings of the company and in the election of directors and can file class action lawsuits, when warranted. Preference shareholders are owners of preference shares (in

294-593: A company's articles of association ( AoA , called articles of incorporation in some jurisdictions) is a document that, along with the memorandum of association (in cases where it exists) forms the company's constitution . The AoA 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. Articles of association are critical documents to corporate operations, as they may regulate both internal and external affairs. Articles of incorporation , also referred to as

336-482: 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). The Articles are a requirement for the establishment of a company under the law of India , the United Kingdom , Nigeria , Pakistan and many other countries. In 1955, Together with the memorandum of association , they are

378-405: A corporation generally governs a corporation for the benefit of shareholders. Shareholders are considered by some to be a subset of stakeholders , which may include anyone who has a direct or indirect interest in the business entity . For example, employees , suppliers , customers , the community , etc., are typically considered stakeholders because they contribute value or are impacted by

420-811: A distribution center from Albertsons in Fort Worth, Texas . This facility served members in Texas, New Mexico, and Louisiana. Also in 2007, AWG built a new distribution center in Oklahoma City, Oklahoma . AWG built the 800,000 square foot facility to serve Oklahoma, northern Texas, and southern Kansas. In 2011, AWG broke ground on a division in Pearl River, Louisiana . This Gulf Coast Division serves independent retailers in Louisiana, Texas, Mississippi, Alabama, Georgia, and Florida. In 2012, AWG completed

462-606: A like-minded retailer-owned cooperative, supplied members that operated more than 800 stores in 15 states. In 2017, AWG began distributing their line of groceries to the Highland, Indiana-based Strack & Van Til food stores. In 2017, AWG announced they would sell their 200-employee, Fort Worth, Texas division. In 2020, AWG announced plans to open distribution hubs in Memphis, Tennessee and Hernando, Mississippi . Articles of incorporation In corporate governance ,

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504-501: A medley of topics, not all of which is required in a country's law. Although all terms are not discussed, they may cover: A company is run by the directors, who are appointed by the shareholders. Usually, the shareholders elect a board of directors (BOD) at the annual general meeting (AGM), which may be statutory (e.g. India and the UK). The number of directors depends on the size of the company and statutory requirements. The chairperson

546-600: A political party, and legislators could dissolve a corporation at any time relatively easily. Corporations did not have the same corporate veil of protection that are enjoyed today. The shift towards corporations gaining more power and control happened as the United States progressed towards industrialization . The American Civil War wildly enriched corporations and with this new wealth came bribes to legislators and courts that allowed for increased liability protection and other corporate protections. The 1886 Supreme Court case Santa Clara County v. Southern Pacific Railroad set

588-468: A private company (the most common company type), Sample C for a public company, and Sample D for a company limited by guarantee. The Companies Act 2006 received Royal Assent on 8 November 2006 and was fully implemented on 1 October 2009. It provides a new form of Model Articles for companies incorporated in the United Kingdom. Under the new legislation, the articles of association will become

630-426: A profit corporation range from $ 50 - $ 300, and to incorporate a nonprofit corporation range from $ 0 -$ 125. The first step in filing articles of incorporation is for the owners to decide which state to incorporate the business in. Once the state has been chosen, the documents with all the corporation's information have to be filled out, whether physically or virtually. Once completed, these documents will be reviewed by

672-403: A quorum is not met, a Third Meeting may be called and the members present, unlimited by the quorum, take all decisions. There are variations to this among companies and countries. Decisions are taken by a show of hands; the chair is always present. Where decisions are made by a show of hands is challenged, it is met by a count of votes. Voting can be taken in person or by marking the paper sent by

714-909: A selection of more than 12,000 items from its 219,000 square foot facility in Fort Scott, Kansas. In 2003, AWG expanded into the southeastern United States with the acquisition of two grocery distribution centers: a 737,000 square foot facility in Goodlettsville, Tennessee and a 675,000 square foot warehouse in Southaven, Mississippi . The 2003 acquisition also included a distribution center in Memphis, Tennessee now operated by AWG's Valu Merchandisers (VMC) subsidiary. VMC supplies general merchandise and specialty foods to its customers from their Memphis facility and health and beauty products from its Fort Scott, Kansas warehouse. In 2007, AWG acquired

756-414: Is generally a well-known outsider but they may be a working executive of the company, typically of an American company. The directors may, or may not, be employees of the company. In present countries there are usually a few major shareholders who come together to form the company. Each usually holds the right to nominate, without objection of the other, a certain number of Directors who become nominees for

798-523: Is required upon filing Articles of Incorporation in Canada: In the United Kingdom, model articles of association, known as Table A have been published since 1865. The articles of association of most companies incorporated prior to 1 October 2009 – particularly small companies – are Table A, or closely derived from it. However, a company is free to incorporate under different articles of association, or to amend its articles of association at any time by

840-475: The by-laws or is a statutory requirement. It is presided over by the Chairperson , or in their absence, by the vice-chair. The Directors survey their area of responsibility. They may determine to make a 'Resolution' at the next AGM or if it is an urgent matter, at an EGM. The Directors who are the electives of one major shareholder, may present their view but this is not necessarily so - they may have to view

882-566: The certificate of incorporation or the corporate charter , is a document or charter that establishes the existence of a corporation in the United States and Canada . They generally are filed with the Secretary of State in the U.S. State where the company is incorporated, or other company registrar . An equivalent term for limited liability companies (LLCs) in the United States is articles of organization . The articles can cover

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924-491: The corporation . A beneficial shareholder is the person or legal entity that has the economic benefit of ownership of the shares, while a nominee shareholder is the person or entity that is on the corporation's register of members as the owner while being in reality that person acts for the benefit or at the direction of the beneficial owner, whether disclosed or not. Primarily, there are two types of shareholders. An individual or legal entity that owns ordinary shares of

966-593: The Government of the country. For their assurance, the shareholders are permit of the Memorandum of Association. Any matter in the Articles of Association not within the scope of the Memorandum of Association of the company is void. The Board meets several times each year. At each meeting there is an ' agenda ' before it. A minimum number of Directors (a quorum ) is required to meet. This is either determined by

1008-508: The Objectives of the company and competitive position. The chair may have to break the vote if there is a tie. At the AGM, the various Resolutions are put to vote. The AGM is called with a notice sent to all shareholders with a clear interval. A certain quorum of shareholders is required to meet. If the quorum requirement is not met, it is cancelled and another Meeting called. If it at that too

1050-499: The United States commonly referred as preferred stock). They are paid a fixed rate of dividend, which is paid in priority to the dividend to be paid to the ordinary shareholders. Preference shareholders usually do not have voting rights in the company. Subject to the applicable laws, the rules of the corporation and any shareholders' agreement , shareholders may have the right: The above-mentioned rights can be generally classified into (1) cash-flow rights and (2) voting rights. While

1092-610: The back of a store owned by J.C. Harline at 39th and Troost in Kansas City, Missouri. In March, 1926, Articles of Incorporation were filed. The company's first official warehouse was located in the second floor of the Morehead Grocery Company, at 3842 Troost. In 1953, the company name was changed to Associated Wholesale Grocers, Inc., (AWG) and the following year, AWG paid its first year-end patronage of $ 20,441 to members. Prior to 1954, members had received dividends on their stock, usually from .50-.75 per share. By

1134-461: The company will be with that person. Shareholders may have acquired their shares in the primary market by subscribing to the IPOs and thus provided capital to the corporation. However, most shareholders acquire shares in the secondary market and provided no capital directly to the corporation. Shareholders may be granted special privileges depending on a share class . The board of directors of

1176-470: The company's shareholders. The articles of incorporation typically include the name of the corporation, the type of corporate structure (e.g. profit corporation, nonprofit corporation, benefit corporation, professional corporation), the registered agent , the number of authorized shares, the effective date, the duration (perpetual by default), and the names and signatures of the incorporators. The state fee to file articles of incorporation to incorporate

1218-428: The company. A person who is not a shareholder of the company can vote if s/he has the 'proxy', an authorization from the shareholder. Each share carries the number of votes attached to it. Some votes may be for the decision, others not. There are two types of resolutions, known as an Ordinary Resolution and a Special Resolution. A Special Resolution can be tabled at a Director's Meeting. The Ordinary Resolution requires

1260-749: The constitution of a company. The equivalent term for an LLC is articles of organization . Roughly equivalent terms operate in other countries, such as Gesellschaftsvertrag in Germany, statuts in France, statut in Poland, Ukrainian : статут ( Romanization : statut ) in Ukraine , and Jeong-gwan in South Korea . In South Africa , from the new Companies Act 2008 which commenced in 2011, articles and memoranda of association have been replaced by

1302-399: The corporation is not required or permitted to enquire as to the beneficial ownership of the shares. A corporation generally cannot own shares of itself. The influence of shareholders on the business is determined by the shareholding percentage owned. Shareholders of corporations are legally separate from the corporation itself. They are generally not liable for the corporation's debts, and

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1344-463: The election by the shareholder body at the AGM. Shareholders may also elect Independent Directors (from the public). The chair would be a person not associated with the promoters of the company, a person is generally a well-known outsider. Once elected, the BOD manages the company. The shareholders play no part until the next AGM/EGM. The Objectives and the purpose of the company are determined in advance by

1386-703: The end of the 1960s, AWG had two new warehouses including one in Springfield. In 2010 a 50,000 square foot facility was built to replace one destroyed by fire, and in Kansas City the long-awaited 565,000 square foot office and warehouse complex was ready for occupancy in 2015. In the late 1980s AWG members bought 40 Food Barn stores and 29 Homeland stores, and the former Homeland warehouse in Oklahoma City became AWG's third division. Valu Merchandisers, AWG's wholly owned subsidiary supplying health and beauty care products and general merchandise, came on line offering

1428-511: The endorsement by a majority vote, sometimes easily met by partners' vote. The Special Resolution requires a 60, 70 or 80% of the vote as stipulated by the constitution of the company. Shareholders other than partners may vote. The matters which require the Ordinary and Special Resolution to be passed are enumerated in company or Corporate Law. Special Resolutions covering some topics may be a statutory requirement. The articles of association of

1470-532: The federal government will generally need to register extra-provincially in the province that they elect to do business. Similarly, a provincial corporation may need to register extra-provincially if they are to have offices outside of their home province. Incorporated Canadian companies can generally use either Corp., Corporation, Inc., Incorporated, Incorporée, Limited, Limitée, Ltd., Ltée, Société par actions de régime fédéral, S.A.R.F, in their name, but this may vary from province to province. The following information

1512-532: The founders of the United States had a healthy fear of corporations after being exploited for years by those in England. As a result, they limited the role of corporations by only granting select corporate charters, mainly to those that were beneficial to society as a whole. For the better part of the first one hundred years of United States history, the power of corporations was severely limited as owners could not own any stock or property, make financial donations to

1554-439: The important legal precedent that corporations were “natural people” and as a result were protected under the 14th Amendment . The articles of incorporation outline the governance of a corporation along with the corporate bylaws and the corporate statutes in the state where articles of incorporation are filed. To amend a corporate charter, the amendment must usually be approved by the company's board of directors and voted on by

1596-465: The particular state that is the most lenient on corporations. A majority of public corporations in the United States file in Delaware or Nevada , although Wyoming is a popular choice as well. Shareholders A shareholder (in the United States often referred to as stockholder ) of corporate stock refers to an individual or legal entity (such as another corporation , a body politic ,

1638-514: The secretary of state's office, and upon approval from the state government and payment of a filing fee, the company has officially become a legal corporation. The following information is required upon filing Articles of Incorporation in the United States: Many corporations file in the state in which they are doing business, although this is not required by law. Corporations doing business in multiple states often file articles in

1680-407: The shareholders and the Memorandum of Association (MOA), if separate, which denotes the name of the company, its Head-Office, street address, and (founding) Directors and the main purposes of the company for public access. It cannot be changed except at an AGM or Extraordinary General Meeting (EGM) and statutory allowance. The MOA is generally filed with a Registrar of Companies who is an appointee of

1722-450: The shareholders' liability for company debts is said to be limited to the unpaid share price unless a shareholder has offered guarantees. The corporation is not required to record the beneficial ownership of a shareholding, only the owner as recorded on the register. When more than one person is on the record as owners of a shareholding, the first one on the record is taken to control the shareholding, and all correspondence and communication by

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1764-475: The single constitutional document for a UK company, and will subsume the majority of the role previously filled by the separate memorandum of association. The use of model articles for companies is not compulsory. If custom articles of associations are not registered, the relevant model articles apply by default from incorporation. After fighting the American Revolution with Great Britain ,

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