EXHIBIT 3.27
SCOT LAD-LIMA, INC. ARTICLES OF INCORPORATION
(Composite including all amendments and restatements through July 31, 2002)
FIRST: The name of the corporation is: SCOT LAD-LIMA, INC.
SECOND: The place in Ohio were the principal office of the corporation is to
be located is the City of Lima, Allen County.
THIRD: The purpose or purposes for which the corporation is formed are to
engage in any lawful act or activity for which corporations may be
formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio
Revised Code and any amendments heretofore or hereafter made
thereto.
FOURTH: The maximum number of shares which the corporation is authorized to
have outstanding is seven hundred fifty (750), all of which shall be
common shares without par value.
FIFTH: The corporation will not have any initial stated capital.
SIXTH: The board of directors may fix and determine, and vary, the amount
of working capital of the corporation; determine whether any (and,
if any, what part) of the surplus, however created or arising, shall
be used or disposed of or declared in dividends or paid to
shareholders; and, without action by the shareholders, use and apply
such surplus, or any part thereof, or such part of the stated
capital of the corporation as is permitted under the laws of the
State of Ohio, at any time or from time to time, in the purchase or
acquisition of shares of any class, voting-trust certificates for
shares, bonds, debentures, notes, scrip, warrants, obligations,
evidence of indebtedness of the corporation, or other securities of
the corporation, to such extent or amount and in such manner and
upon such terms as the board of directors shall deem expedient and
without regard to any provisions which may hereafter be contained in
the corporation's articles of incorporation with respect to the
redemption of shares of any class at the option of the corporation.
SEVENTH: A director or officer of the corporation shall not be disqualified
by his office from dealing or contracting with the corporation as a
vendor, purchaser, employee, agent, or otherwise. No transaction or
contract or act of the corporation shall be void or voidable or in
any way affected or invalidated by reason of the fact that any
director or officer, or any firm of which any director or officer is
a shareholder, director, or trustee, or any trust of which any
director or officer is a trustee or beneficiary, is in any way
interested in such transaction or contract or act. No director or
officer shall be accountable or responsible to the corporation for
or in respect to any transaction or contract or act of the
corporation or for any gains or profits directly or indirectly
realized by him by reason of the fact that he or any firm of which
he is a member or any corporation of which he is a shareholder,
director, or trustee, or any trust of which he is a trustee or
beneficiary, is interested in such transaction or contract or act;
provided the fact
that such director or officer or such firm or corporation or such
trust is so interested shall have been disclosed or shall have been
known to the board of directors or such members thereof as shall be
present at any meeting of the board of directors at which action
upon such contract or transaction or act shall have been taken. Any
director may be counted in determining the existence of a quorum at
any meeting of the board of directors which shall authorize or take
action in respect to any such contract or transaction or act, and
may vote thereat to authorize, ratify, or approve any such contract
or transaction or act, and any officer of the corporation may take
any action within the scope of his authority respecting such
contract or transaction or act with like force and effect as if he
or any firm of which he is a member, or any corporation of which he
is a shareholder, director, trustee, or any trust of which he is a
trustee or beneficiary, were not interested in such transaction or
contract or act. Without limiting or qualifying the foregoing, if in
any judicial or other inquiry, suit, cause, or proceeding, the
question of whether a director or officer of the corporation has
acted in good faith is material, then notwithstanding any statute or
rule of law or of equity to the contrary (if any there be), his good
faith shall be presumed, in the absence of proof to the contrary by
clear and convincing evidence.
EIGHTH: No holder of shares of any class of the corporation shall be
entitled as such, as a matter of right, to subscribe for or purchase
shares of any class, now or hereafter authorized, or to purchase or
to subscribe for securities convertible into or exchangeable for
shares of the corporation, or to which shall appertain or be
attached any warrants or rights entitling the holder thereof to
subscribe for or purchase shares, except such rights of subscription
or purchase, if any, at such price or prices, and upon such terms
and conditions as the board of directors in its discretion may from
time to time determine.
NINTH: Notwithstanding any provision of any statute of the State of Ohio,
now or hereafter in force, requiring for any purpose the vote,
consent, waiver, or release of the holders of shares entitling them
to exercise two-thirds or any other proportion of the voting power
of the corporation or of any class or classes of shares thereof, any
action may be taken by the vote of the holders of shares entitling
them to exercise a majority of the voting power of the corporation,
or of such class or classes, unless the proportion designated by
such statute cannot be altered by these articles.
APPOINTMENT OF STATUTORY AGENT
CT Corporation System, a corporation authorized to act as a
statutory agent in the State of Ohio, is the agent upon which any
process, notice, or demand required or permitted by statute to be
served upon the corporation may be served. CT Corporation System's
complete address is 1300 East Ninth Street, Cleveland, Ohio 44114.
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