corporate charter

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• Corporate Charter https://store.theartofservice.com/the-corporate-charter- toolkit.html

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Page 1: Corporate Charter

• Corporate Charter

https://store.theartofservice.com/the-corporate-charter-toolkit.html

Page 2: Corporate Charter

Corporation Mercantilism

1 Corporate charters were closely regulated by the states

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Page 3: Corporate Charter

Corporation Mercantilism

1 Corporate charters were deemed "inviolable", and not subject to

arbitrary amendment or abolition by state governments

https://store.theartofservice.com/the-corporate-charter-toolkit.html

Page 4: Corporate Charter

Corporate governance United States, United Kingdom

1 Shareholders cannot initiate changes in the corporate charter although they can initiate changes to the

corporate bylaws.

https://store.theartofservice.com/the-corporate-charter-toolkit.html

Page 5: Corporate Charter

Corporate governance Legal environment – General

1 This constitution is identified by a variety of terms; in English-speaking jurisdictions, it is usually known as

the Corporate Charter or the [Memorandum] and Articles of

Association

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Page 6: Corporate Charter

ExxonMobil - Exxon Valdez oil spill

1 Exxon later removed the name "Exxon" from its tanker shipping

subsidiary, which it renamed "SeaRiver Maritime." The renamed subsidiary, though wholly Exxon-

controlled, has a separate corporate charter and board of directors, and the former Exxon Valdez is now the

SeaRiver Mediterranean

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Page 7: Corporate Charter

Georgetown University - Founding

1 In 1844, the school received a corporation|corporate charter, under

the name The President and Directors of Georgetown College,

affording the growing school additional legal rights

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Page 8: Corporate Charter

Directors and officers liability insurance - Corporate indemnification

1 In the United States, the corporate charter|articles of association often

includes an Indemnity|indemnification provision holding the officers harmless for losses occurring

due to their role in the company

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Page 9: Corporate Charter

Osaka - Politics regarding the use of nuclear energy

1 In this action Osaka had secured the support of two other cities and shareholders: Kyoto and

Kobe, but with their combined voting-rights of 12.5 percent they were not certain of the

ultimate outcome, because for this two-thirds of the shareholders would be needed to agree to

revise the corporate charter.The Mainichi Shimbun (19 March

2012)[http://mdn.mainichi.jp/mdnnews/news/20120319p2g00m0dm011000c.html Osaka aims to end Kansai Electric's nuclear power ops as

shareholder]

https://store.theartofservice.com/the-corporate-charter-toolkit.html

Page 10: Corporate Charter

Article One of the United States Constitution - Clause 1: Contracts Clause

1 In 1819, the Court considered whether a corporate charter could be construed as a

contract

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Page 11: Corporate Charter

American Red Cross

1 Issued a congressional charter|corporate charter by the United

States Congress under Title 36 of the United States Code, Section 3001, the American National Red Cross is

governed by volunteers and supported by community donations,

income from health and safety training and products, and income

from blood productshttps://store.theartofservice.com/the-corporate-charter-toolkit.html

Page 12: Corporate Charter

US corporate law - History

1 Most corporate charters were, and still are, regulated

by the states

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Page 13: Corporate Charter

US corporate law - History

1 The Supreme Court declared that a corporation is not transformed into

civil institution just because the government commissioned its

corporate charter; and, accordingly, it deemed corporate charters

inviolable and not subject to arbitrary amendment or abolition by state

governments.17 U.S

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Page 14: Corporate Charter

Robert's Rules of Order Newly Revised - Application to specific organizations

1 In those cases in which the bylaws or other governing documents of an organization refer to Robert's Rules of Order, the book

may be subordinate to other rules, including (in descending order of authority

as applicable) law, corporate charter, constitution and/or bylaws, special rules of

order and then Robert’s Rules of Order Newly Revised. Standing rules and, finally,

custom have the least authority.

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Page 15: Corporate Charter

State Bar of Georgia - Macon headquarters

1 Hill, also of Macon, who served as the first secretary/treasurer, were among 11 petitioners from around the state listed on the association’s corporate charter when it was granted by the

Superior Court of Bibb County on July 19, 1884.

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Page 16: Corporate Charter

Corporate personhood - Case law in the United States

1 In 1818, the Supreme Court of the United States|United States Supreme Court decided Dartmouth College v. Woodward, 17 U.S. 518

(1819), writing: The opinion of the Court, after mature deliberation, is that this corporate charter is a contract, the

obligation of which cannot be impaired without violating the Constitution of the

United States. This opinion appears to us to be equally supported by reason, and by the

former decisions of this Court.

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Page 17: Corporate Charter

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.

https://store.theartofservice.com/the-corporate-charter-toolkit.html

Page 18: Corporate Charter

Governor (United States) - History

1 The other two colonies (Connecticut and Rhode Island) had corporate charters; Connecticut Governor Jonathan Trumbull was governor

before and during the war period, while in Rhode Island, Governor

Joseph Wanton was removed from office in 1775 for failing to support

the rebel war effort.

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Page 19: Corporate Charter

Western Electric - The end of Western Electric

1 assumed the corporate charter of Western Electric, which was then split into several divisions, each focusing on a particular type of

customer (e.g

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Page 20: Corporate Charter

Henry Dunster - Life

1 The corporate charter that Dunster established governs Harvard

University to this day - an astounding testament to his leadership and

governing skills

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Page 21: Corporate Charter

Pay to play - In corporate finance

1 Pay to Play is a provision in a corporation's Corporate charter|

charter documents (usually inserted as part of a preferred stock

financing) that requires stockholders to participate in subsequent stock offerings in order to benefit from certain Stock dilution|antidilution

protections

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Page 22: Corporate Charter

Economic freedom - Indices of economic freedom

1 Thom Hartmann) also oppose the inclusion of business-related measures like corporate

charters and intellectual property protection.http://www.thomhartmann.com/i

ndex.php option=com_contenttask=viewid=183 John Miller in Dollars Sense has stated that the

indices are a poor barometer of either freedom more broadly construed or of

prosperity

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Page 23: Corporate Charter

Executive pay in the United States - Changes in corporate governance

1 **remove the board's veto power over changes to the company's basic governance arrangements and give shareholders the power to initiate and approve by vote proposals to

reincorporate or to adopt a charter amendment to corporate

charters.Bebchuk and Fried, Pay Without Performance (2004) pp.212–

213https://store.theartofservice.com/the-corporate-charter-toolkit.html

Page 24: Corporate Charter

Insurance in the United States - The State-Based Insurance Regulatory System

1 26:625, 1999 Prior to this period, insurance was primarily regulated by corporate charter, state statutory law and de facto regulation by the courts in judicial decisions.Stempel, Jeffrey

W

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Page 25: Corporate Charter

Congressional charter - Background

1 Until the District of Columbia was granted the ability to issue corporate

charters in the late 1800s, corporations operating in the District

required a congressional charter. With few exceptions, most

corporations since created by Congress are not federally chartered, but are simply created as District of

Columbia corporations.https://store.theartofservice.com/the-corporate-charter-toolkit.html

Page 26: Corporate Charter

Proxy voting - Corporate settings

1 At least as early as the 18th century, however, clauses permitting voting

by proxy were being inserted in corporate charters in England.Axe,

Leonard H

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Page 27: Corporate Charter

Par value - Stock

1 The par value of a share of stock is the value stated in the corporate

charter below which shares of that class cannot be sold upon initial offering; the issuing company

promises not to issue further shares below par value, so investors can be

confident that no one else will receive a more favorable issue price

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Page 28: Corporate Charter

Province of Georgia

1 The colony's corporate charter was granted to General James Oglethorpe on April 21, 1732, by King George II of Great Britain|George II, for whom

the colony was named

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Page 29: Corporate Charter

Theodemocracy - History

1 The town of Nauvoo, Illinois|Nauvoo where Smith organized the Council

was governed according to a corporate charter received from the

state of Illinois in 1841

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Page 30: Corporate Charter

John Marshall - Other key cases

1 In Dartmouth College v. Woodward, , the legal structure of modern

corporations began to develop, when the Court held that private corporate

charters are protected from state interference by the Contract Clause

of the Constitution.

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Page 31: Corporate Charter

Dominion of New England - Background

1 Virginia, despite its corporate beginning, became a crown colony,

while Massachusetts, along with other New England colonies, had a

corporate charter and a great deal of administrative freedom

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Page 32: Corporate Charter

Flip-in

1 The flip-in is a provision in the target company's corporate charter or bylaws

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Page 33: Corporate Charter

National association for the Advancement of White People

1 The first organization was originally incorporated on December 14, 1953 in Delaware by Bryant Bowles. The

following year an article was written on the organization by Time

(magazine)|Time magazine. In September 1955, the Deputy

Attorney General of Delaware took action to revoke its corporate

charter.https://store.theartofservice.com/the-corporate-charter-toolkit.html

Page 34: Corporate Charter

Wilmington, Delaware - Economy

1 This law strengthened Delaware's position as a safe haven for corporate charters during an

especially turbulent time filled with hostile takeovers.

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Page 35: Corporate Charter

Teletype

1 Because of the nature of its business, as stated in the corporate charter, Teletype Corporation

was allowed a unique mode of operation within Western Electric. It was organized as a separate

entity, and contained all the elements necessary for a separate corporation. Teletype's

charter permitted the sale of equipment to customers outside the ATT Bell System, which explained their need for a separate sales force.

The primary customer outside of the Bell System was the United States Government.

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Page 36: Corporate Charter

Elbe Air

1 'Elbe Air Lufttransport Gesellschaft mit beschränkter Haftung|GmbH',

usually just known as 'Elbe Air', was a Business jet|corporate charter

airline from Germany, which offered worldwide on-demand flight services

https://store.theartofservice.com/the-corporate-charter-toolkit.html

Page 37: Corporate Charter

Florida East Coast Railway - FEC Through the Years

1 Further, while freight trains were operated with non-union and

supervisory crews, passenger runs were not reinstated until August 2, 1965, after the City of Miami sued

and the Florida courts ruled that the FEC corporate charter required both

coach and first class passenger services to be offered

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Page 38: Corporate Charter

Duluth, South Shore and Atlantic Railway - Independent railroad

1 By the 1870s, a maze of corporate charters and tiny stub lines had been created or built in the central Upper Peninsula, primarily to carry iron or copper ore from the mines down to smelters and docks on the shores of

Lake Superior and Lake Michigan

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Page 39: Corporate Charter

Aero-Dienst

1 'Aero-Dienst Kommanditgesellschaft|GmbH Co. KG' is an airline based in

Germany, operating business jet|corporate charter and air ambulance flights out of Nuremberg Airport. It is one of the oldest commercial airlines in Germany that still operates under

its original name.

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Page 40: Corporate Charter

Air Odisha - Services

1 *Executive and Corporate Charter

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Page 41: Corporate Charter

Premiair - Business Line

1 VIP Corporate Charter Services, Aircraft Management Services, Ground Handling Fixed Based

Operation Services, Hangar Services, Aircraft Sales, Oil Gas Producers

Services.[http://www.flypremiair.com/en/our-services Business Line]

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Page 42: Corporate Charter

Province of Carolina - Georgia

1 In 1732, a corporate charter for the Province of Georgia was carved out

of South Carolina by King George II of Great Britain|George II.

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Page 43: Corporate Charter

Miccosukee - Twentieth century to present

1 Under the federal government's program of termination of recognition, it proposed

in 1953 that the Seminole Tribe be terminated. The Seminole Tribe of Florida developed a constitution and corporate charter, organizing a government, which

achieved federal recognition in 1957. These people had begun to move onto

designated Indian reservations in Florida starting in the 1930s and 1940s.

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Page 44: Corporate Charter

First university in the United States - University of Pennsylvania's argument

1 In 1779, the Pennsylvania state legislature conferred a new corporate

charter upon the College of Philadelphia, renaming it the

University of the State of Pennsylvania (in 1791 still another

new charter granted Penn its current name)

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Page 45: Corporate Charter

Bairnsdale - Aerodrome

1 Currently the Aerodrome's facilities support a number of commercial

aviation enterprises including; aerial firefighting, corporate charter,

aircraft support services such as fleet maintenance, medical services such

as air ambulance and courier services.

https://store.theartofservice.com/the-corporate-charter-toolkit.html

Page 46: Corporate Charter

Stetson Kennedy

1 His actions led to the 1947 revocation by the state of Georgia of the Klan's national corporate charter.[http://www.nytimes.com/2011/08/30/us/30kennedy.html Stetson Kennedy,

Who Infiltrated and Exposed the Klan, Dies at 94]

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Page 47: Corporate Charter

Brazoria County Airport - Airline History

1 (ADI) flying Fokker F28 Fellowship jets and Airbus A319 jetliners.[http://google.com/search?q=cache:GXgaToirA3UJ:https://www.suncoastavi

ation.com/adi/graphics/ADI%2520in%2520AIN.pdf+ADI+Dow+Chemicalhl=enct=cl

nkcd=1gl=usie=UTF-8] Both of these air carriers were operating scheduled corporate

charters via respective contracts for Dow Chemical shuttling employees to and from Dow

Chemical|Dow Chemical's Midland Michigan facilities.

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Page 48: Corporate Charter

Spitsbergen - Transport

1 Lufttransport provides regular corporate charter services from

Longyearbyen to Ny-Ålesund Airport and Svea Airport for Kings Bay and Store Norske; these flights are in

general not available to the public

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Page 49: Corporate Charter

History of Chennai - Expansion of Fort St. George into Madras

1 In 1674, the expanded colony had nearly 50,000 mostly British and

European colonists and was granted its own corporate charter, thereby

officially establishing the modern day city

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Page 50: Corporate Charter

Timeline of Cherokee removal - 1841–present

1 *May 8, 1950 – The constitution, bylaws, and corporate charter of the United Keetoowah Band of Cherokee Indians were ratified in accordance

with the Indian Reorganization Act of 1934 and the Oklahoma Indian

Welfare Act of 1936.

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Page 51: Corporate Charter

A share

1 In finance an 'A share' is a designation for a 'class' of common stock|common or preferred stock

that typically has enhanced voting rights or other benefits compared to the other forms of shares that may

have been created. The equity structure, or how many types of

shares are offered, is determined by the corporate charter.

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